TIDMORNT
RNS Number : 7057H
Orient Telecoms PLC
31 July 2023
ORIENT TELECOMS PLC
("ORIENT" or the "Company")
FINAL RESULTS FOR THE YEARED 31 MARCH 2023
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 2023.
Highlights for the period
-- During the financial year ended 31st March 2023, the Group
profit improved resulting in higher basic and diluted profit per
share of 0.40p from 0.35p in the year 2022 despite lower in revenue
by 24.2% to GBP463,418 (2022: GBP611,544).
-- Our strategy for the coming year revolves around two key
pillars: AI integration and market expansion. We will invest
additional resources to ensure successful AI integration into our
managed service solutions, creating new value propositions for our
customers.
-- At the end of the period, we had cash reserves of GBP329,792
(2022: GBP466,623) and no borrowings. This strong financial
foundation provides us with the flexibility and stability to pursue
our strategic objectives effectively.
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 am delighted to present
the Annual Report and Audited Financial Statements of Orient
Telecoms Plc (the "Company") and its subsidiary undertakings
(together the "Group") for the financial year ended 31st March
2023.
Overview:
The telecommunication industry has undergone significant
developments and advancements in the past year. With the increasing
demand for seamless connectivity and the evolution of work culture,
Orient Telecoms has positioned itself as a pioneer in providing
reliable and efficient communication and Business Operations
solutions.
During the financial year ended 31st March 2023, the Group
profit improved resulting in higher basic and diluted profit per
share of 0.40p from 0.35p in the year 2022 despite lower in revenue
by 24.2% to GBP463,418 (2022: GBP611,544).
The decrease in revenue during the year was primarily attributed
to some termination of contracts. However, the management team
remains steadfast in their commitment to address these challenges
and capitalizing on new opportunities for growth.
Financial Position:
I am pleased to report that the Group maintained a sustainable
financial position. At the end of the period, we had cash reserves
of GBP329,792 (2022: GBP466,623) and no borrowings. This strong
financial foundation provides us with the flexibility and stability
to pursue our strategic objectives effectively.
Market Opportunities:
The telecommunications landscape continues to evolve, presenting
exciting opportunities for Orient Telecoms. One significant
development is the increasing focus on 5G deployment and rollouts
by regional governments as well as the exponential development in
AI industry. As a result, our Group is strategically positioned to
leverage the 5G network as our primary technology for delivering
managed service solutions plus adding the AI platform to its
portfolio. The deployment of 5G and development of AI opens doors
to new markets and enables us to provide our services quickly and
efficiently to a broader coverage area.
Innovation and Growth:
At the core of our growth strategy lies research and
development, which we consider crucial. We are fully committed to
improving our existing solutions and introducing state-of-the-art
technologies that cater to the ever-changing needs of our
customers. Our technical team is currently focused on integrating
Artificial Intelligence (AI) features into our flagship product,
"Office Mate." This ground-breaking innovation will equip our
customers with advanced capabilities, cost efficiencies, and a
seamless transition into the realm of AI.
Orient's unwavering dedication to maintaining a competitive edge
in the AI field is evident through our in-house research and
development endeavours and strategic collaborations with technology
providers. By harnessing these valuable resources, our goal is to
develop a wide range of innovative AI-powered products and
services, propelling our company forward in the AI race.
To summarize, our new product signifies a significant leap
forward in on-premise computing. By harnessing the power of
supercomputing, capitalizing on AI capabilities, and leveraging
cloud platforms, we are poised to disrupt industries, accelerate
innovation, and drive transformative advancements. With our
steadfast commitment to delivering exceptional value and staying at
the forefront of emerging trends, we have every confidence that
Orient AI will elevate our company to unprecedented levels of
success.
Strategic Outlook:
Looking ahead, our strategy for the coming year revolves around
two key pillars: AI integration and market expansion. We will
invest additional resources to ensure successful AI integration
into our managed service solutions, creating new value propositions
for our customers. Additionally, we aim to increase our reach to
potential clients by intensifying our sales and marketing efforts.
This involves strengthening our sales and marketing team, both in
terms of expertise and participation in regional technology and
telecom events. These initiatives will enhance our visibility,
expand our market presence, and drive revenue growth.
Conclusion:
In conclusion, I would like to express my gratitude to our
dedicated employees, loyal customers, and supportive shareholders
for their contributions to Orient Telecoms' journey. While we faced
challenges during the past years, we remain optimistic about our
future prospects and committed to achieving our long-term vision of
becoming a leading regional network telecommunications and Managed
Service Provider. With our focus on innovation,
customer-centricity, and strategic expansion, we are confident in
our ability to deliver sustainable growth and value to all our
stakeholders.
Thank you.
Sayed Mustafa Ali
Director
31 July 2023
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. With the new development in the field of
AI, the Group has embarked onto development and commercialisation
of AI based solutions as described above.
Fair review of business development and performance
A comprehensive and fair review of the business development and
performance of the Group reveals a positive financial outlook,
primarily attributed to its prudent management of cash resources.
The Group's financial stability is underscored by its ample cash
reserves, which provide a solid foundation for supporting the
organization's various corporate objectives and day-to-day
operational activities.
One key aspect contributing to the favourable assessment is the
Group's ability to meet its general corporate needs. These may
include strategic investments, research and development
initiatives, marketing campaigns, and other essential activities
crucial for the growth and expansion of the business. By
maintaining sufficient cash resources for these purposes, the Group
demonstrates a proactive approach to securing its position in the
market and capitalizing on emerging opportunities.
Moreover, the Group's cash resources play a pivotal role in
sustaining its operational activities. These encompass a wide range
of ongoing costs and expenses necessary for the smooth functioning
of the business. From routine operating expenses like rent,
utilities, and maintenance to crucial business expenditures such as
raw materials, production costs, and logistical expenses, the
availability of adequate cash reserves ensures the Group's
day-to-day operations run efficiently.
Another notable aspect highlighted in this review is the Group's
commitment to its human capital. By allocating resources for the
payment of Directors' fees and salaries, the organization
acknowledges the importance of attracting and retaining top talent.
Competent and motivated Directors and employees are instrumental in
driving the Group's success and fostering a productive and
innovative work culture.
The prudent management of cash resources demonstrates the
Group's foresight and responsibility in safeguarding against
financial risks and uncertainties. In an ever-changing business
landscape, having sufficient cash reserves provides a buffer
against potential economic downturns or unexpected challenges. This
financial preparedness enables the Group to weather adverse market
conditions and seize opportunities when they arise, enhancing its
competitive edge.
In conclusion, a fair review of the Group's business development
and performance underscores the significance of its sufficient cash
resources. With a responsible approach to managing its finances,
the Group can confidently pursue its strategic objectives, cover
ongoing operational costs, and ensure the well-being of its
valuable human resources. This positive financial standing bodes
well for the Group's long-term growth and sustainability,
positioning it for continued success in its industry. However, it
is essential for the Group to remain vigilant in monitoring its
financial health, staying adaptable to market dynamics, and
continuing to make informed decisions to maintain its positive
trajectory.
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 also is 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 5 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.
- Key Performance Indicators (KPIs)
Key Performance Indicators (KPIs) are essential metrics that
provide insights into the performance and success of the Group.
These indicators help measure progress towards the organization's
goals and objectives. Here are some potential KPIs for the
Group:
1. Revenue Growth Rate: This KPI measures the percentage
increase in the Group's revenue over a specific period. It
indicates the effectiveness of the sales and marketing efforts and
the Group's ability to generate more income.
2. Profit Margin: The profit margin KPI evaluates the Group's
profitability by calculating the percentage of profit earned from
revenue after deducting all expenses. It reflects the efficiency of
cost management and revenue generation.
3. Customer Acquisition Cost (CAC): CAC measures the average
cost required to acquire a new customer. It helps assess the
efficiency of the Group's marketing and sales strategies.
4. Customer Retention Rate: This KPI indicates the percentage of
customers who continue to do business with the Group over a
specific period. High retention rates are a sign of customer
satisfaction and loyalty.
5. Return on Investment (ROI): ROI assesses the profitability of
investments made by the Group. It helps evaluate the success of
various projects and initiatives.
6. Employee Satisfaction and Engagement: This KPI measures
employee satisfaction and engagement through surveys or other
feedback mechanisms. High employee satisfaction often correlates
with increased productivity and reduced turnover.
7. Market Share: Market share represents the Group's portion of
the total market sales within its industry. Monitoring changes in
market share helps evaluate the effectiveness of the Group's
competitive strategies.
8. Debt-to-Equity Ratio: This financial KPI indicates the level
of debt relative to equity. A healthy ratio suggests a
well-balanced capital structure and financial stability.
9. Customer Lifetime Value (CLV): CLV measures the total value a
customer brings to the Group over their entire relationship. It
helps assess the long-term impact of customer relationships on the
Group's revenue.
10. Average Order Value (AOV): AOV calculates the average value
of each customer transaction. Monitoring AOV can help identify
opportunities to upsell or cross-sell to increase revenue per
customer.
11. Website Traffic and Conversion Rates: These KPIs assess the
effectiveness of the Group's online presence and marketing efforts
in attracting potential customers and converting them into paying
ones.
12. R&D Investment Ratio: This ratio measures the proportion
of revenue invested in research and development. A higher ratio
indicates a commitment to innovation and potential future
growth.
13. Health and Safety Incidents: Tracking the number of health
and safety incidents helps ensure a safe working environment for
employees and can indicate the effectiveness of safety
protocols.
14. Environmental Impact Metrics: These KPIs assess the Group's
environmental sustainability efforts, such as carbon emissions
reduction and waste management.
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). In 2020, certain Board Committee members
conducted site visits of various Orient operations and overseas
offices and held external stakeholder engagements, where
feasible.
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 2023 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
31 July 2023
Directors' report
The Directors present their report together with the audited
financial statements of the Company and its subsidiary undertakings
(together with the "Group") for the year ended 31 March 2023.
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 24. 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 (resigned 31(st) January 2023)
Wong Chee Keong
Michael Goh Seng Kim (Appointed on 30(th) December 2022)
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
2023.
Share Holder's Name Number of Percentage
Ordinary of share capital
Shares
JIM Nominees Ltd 5,390,000 53.90%
James Brearley CREST Nominees
Limited 1,145,000 11.45%
Eastman Ventures Limited 600,000 6.00%
Nordic Alliance Holdings Ltd 600,000 6.00%
BELLDOM LIMITED 450,000 4.50%
Standard Minerals Limited 440,000 4.40%
LINK SUMMIT LIMITED 425,000 4.25%
INFINITY MISSION LIMITED 400,000 4.00%
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 are presented.
Equality
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, Shipleys 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 31 July 2023 and
is signed on its behalf by;
Sayed Mustafa Ali
Director
31 July 2023
CORPORATE GOVERNANCE STATEMENT
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 two
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
eleven 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 2023 and attendance of each
director:
Board meetings
Sayed Mustafa Ali 11 / 11
Ross Andrews 9 / 11
Michael Goh Seng Kim 2 / 11
Wong Chee Keong 11 / 11
Audit committee
The audit committee, which is chaired by Ross Andrews ( until
the his resignation in January 2023 ), comprises independent
non-executive directors. The Board is satisfied with the services
provided by Mr Ross Andrews during his tenor as committee chairman
and wish to thank him for his services. The Board have appointed Mr
Michael Goh Seng Kim as the new chairman of the audit committee
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 was chaired by Mr Ross Andrews as
chairman of Remuneration committee until his resignation in January
2023. The committee meets when required to consider aspects of
directors' and staff remuneration, share options and service
contracts. The Board have appointed Mr Michael Goh Seng Kim as the
new chairman of the committee
The Directors' Remuneration Report is presented on page 16 to
17.
Nominations committee
The Nomination Committee consists of both executive director and
independent non-executive directors and was chaired by Mr Wong Chee
Keong. 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 UK-adopted International
Accounting Standards 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.
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 UK-adopted International Accounting Standards.
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 2022 to 31 March 2023.
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 was 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 he was
entitled to a fee of GBP20,000 per annum. He resigned on 31(st)
January 2023.
Michael Goh Seng Kim has been appointed by the Company to act as
a non-executive director under a service agreement dated 30(th)
December 2022. His appointment commenced on 1(st) January 2023 and
is terminable on six months' written notice on either side. He is
entitled to a fee of GBP12,000 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 2023 are set
out in note 15.
Statement of Directors' shareholding and share interest
The Directors who served during the year ended 31 March 2023,
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.
Michael Goh Seng Kim
Chairman, Remuneration Committee
31 July 2023
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF ORIENT TELECOMS
PLC
Opinion
We have audited the financial statements of Orient Telecoms Plc
(the "Company") and its subsidiary undertakings (together referred
to as the "Group") for the year ended 31 March 2023, which
comprise:
-- the consolidated statement of comprehensive income for the year ended 31 March 2023;
-- the consolidated and the Company statement of financial position as at 31 March 2023;
-- the consolidated statement of cash flows for the year ended 31 March 2023;
-- the consolidated and the Company statement of changes in
equity for the year ended 31 March 2023; 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. 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 2023
and of the Group's profit for the year then ended; and
-- the Group financial statements have been properly prepared in
accordance with UK adopted International Accounting Standards;
-- the Company financial statements have been properly prepared
in accordance with United Kingdom Accounting Standards; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Our audit opinion is consistent with our reporting to the audit
committee.
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.
Independence
We remained independent of 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, as applicable to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance
with these requirements.
To the best of our knowledge and belief, we declare that
non-audit services prohibited by the FRC's Ethical Standard were
not provided.
We have provided no non-audit services to the Company or its
controlled undertakings in the period under audit.
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 Group's
ability to continue to adopt the going concern basis of accounting
included carrying out a risk assessment which covered the nature of
the group, its business model and related risks including where
relevant the impact of Coronavirus, the requirements of the
applicable financial reporting framework and the system of internal
control. We evaluated the directors' assessment of the group's
ability to continue as a going concern, including challenging the
underlying data and key assumptions used to make the assessment,
and evaluated the directors' plans for future actions in relation
to their going concern assessment. Additionally, we reviewed and
challenged the results of management's stress testing, to assess
the reasonableness of economic assumptions on the Group's solvency
and liquidity position.
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
Company's or Group'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 financial statements as a whole to be
GBP13,903, based on 3% of turnover for the year.
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 GBP10,427.
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 GBP695. 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, 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.
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
judgment, were of most significance on 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, including 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.
Key audit matter How our audit addressed the key
audit matter
Revenue Recognition We carried out procedures to test
revenue and to consider whether
There is a presumed risk of fraud the application of the revenue
or error in respect of revenue recognition policy was appropriate
recognition having regard to any contractual
terms and obligations. This also
included reviewing the work carried
out on revenue recognition, on
the same basis as ourselves, by
the component auditor.
Based on this understanding, we
considered if the underlying income
was recognised in accordance with
the stated accounting policy.
--------------------------------------
Management override of controls We have reviewed journal adjustments
There is a presumed risk that and the rationale behind them
management is able to override and have considered whether these
controls. have been subject to potential
management bias. From our procedures
carried out no adverse issues
were identified with regards to
management override of controls.
--------------------------------------
Going concern assumption Going concern was addressed as
a key audit matter and has been
The Group is dependent upon its addressed within the 'conclusions'
ability to generate sufficient relating to going concern' section
cash flows to meet continued operational of the audit report.
costs and hence continue trading.
--------------------------------------
Other Information
The other information comprises the information included in the
annual report other than the financial statements and our auditor's
report thereon. The directors are responsible for the other
information contained within the annual report. 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.
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 course of 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 this gives rise to a material misstatement in the financial
statements themselves. 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.
In this context, matters that we are specifically required to
report to you as uncorrected material misstatements of the other
information include where we conclude that:
-- Fair, balanced and understandable - the statement given by
the directors that the y consider the annual report and financial
statements taken as a whole is fair, balanced and understandable
and provides the information necessary for shareholders to assess
the groups' position and performance, business model and strategy,
is materially inconsistent with our knowledge obtained in the
audit; or
-- Audit committee reporting - the section describing the work
of the audit committee does not appropriately address matters
communicated by us to the audit committee;
We have nothing to report in respect of these matters.
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
the 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 the directors' report have been
prepared in accordance with applicable legal requirements
Matters on which we are required to report by exception.
In the light of the knowledge and understanding of the Group and
the Company and its 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:
-- adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the parent company financial statements and the part of the
directors' remuneration report to be audited are not in agreement
with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of the directors for the financial
statements
As explained more fully in the directors' responsibilities
statement, 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 Company and Group'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 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.
Explanation as to what extent the audit was considered capable
of detecting irregularities, including fraud
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.
There are inherent limitations in the audit procedures described
above. We are less likely to become aware of instances on
non-compliance with laws and regulations that are not closely
related to events and transactions reflected in the financial
statements. Also, the risk of not detecting a material misstatement
due to fraud is higher than the risk of not detecting one resulting
from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through
collusion.
Our audit testing might include testing complete populations of
certain transactions and balances. However, it typically involves
selecting a limited number of items for testing, rather than
testing complete populations. We will often seek to target
particular items for testing based on their size or risk
characteristics. In other cases, we will use audit sampling to
enable us to draw a conclusion about the population from which the
sample is selected.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at
https://www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor's report.
Appointment
We were appointed by the board on 21 February 2022 to audit the
financial statements. Our total uninterrupted period of engagement
is 2 years.
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.
BENJAMIN BIDNELL
Senior Statutory Auditor
For and on behalf of
SHIPLEYS LLP
Chartered Accountants and Statutory Auditor
10 Orange Street, Haymarket, London, WC2H 7DQ
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
AS AT 31 MARCH 2023
Year Year
31-Mar-23 31-Mar-22
Notes GBP GBP
Revenue 4 463,418 611,544
Direct cost (47,175) (135,156)
GROSS PROFIT 416,243 476,388
Administrative expenses 5 (372,091) (439,640)
---------- ----------
OPERATING PROFIT 44,152 36,749
Other income 10,228 7,512
Finance income 1,952 595
Finance cost (16,013) (10,136)
PROFIT BEFORE TAXATION 40,319 34,719
Income tax expense 6 -
---------- ----------
PROFIT FOR THE YEAR ATTRIBUTABLE
TO EQUITY HOLDERS 40,319 34,719
OTHER COMPREHENSIVE INCOME
Items that will or may be reclassified to profit or loss:
Translation of foreign operation 3,605 6,976
TOTAL COMPREHENSIVE PROFIT FOR THE
YEAR 43,924 41,695
========== ==========
Basic and diluted profit per
share (pence) 7 0.40 0.35
---------- ----------
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 POSITION
AS AT 31 MARCH 2023
As at As at
31-Mar-23 31-Mar-22
Notes GBP GBP
ASSETS
NON-CURRENT ASSET
Right-of -use asset 8 198,762 294,776
------------ ------------
CURRENT ASSETS
Trade and other receivables 9 275,612 125,935
Bank 10 329,792 466,623
605,404 592,558
------------ ------------
TOTAL ASSETS 804,166 887,334
============ ============
The notes to the financial statements form an integral part of
these financial statements.
All amounts are derived from continuing operations.
EQUITY AND LIABILITIES
EQUITY ATTRIBUTABLE TO EQUITY
HOLDERS OF THE COMPANY
Share capital 11 1,000,000 1,000,000
Translation reserve (13,132) (16,737)
Accumulated loss (446,209) (486,528)
------------ ------------
540,659 496,735
------------ ------------
CURRENT LIABILITIES
Trade and other payables 12 59,118 95,823
Lease liability 13 98,650 93,552
------------ ------------
157,768 189,375
------------ ------------
NON-CURRENT LIABILITIES
Lease liability 13 105,739 201,224
------------ ------------
105,739 201,224
------------ ------------
TOTAL EQUITY AND LIABILITIES 804,166 887,334
============ ============
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 31 July 2023 and signed on its behalf by;
...........................
Sayed Mustafa Ali
Director
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARED 31 MARCH 2023
Year Year
31-Mar-23 31-Mar-22
GBP GBP
Cash flow from operating activities
Profit before tax 40,319 34,719
Adjustment for:
Translation of foreign operations 3,605 -
Unrealised exchange loss 3,703
Depreciation of right-of-use-assets 96,014 97,496
Gain on lease termination - (3,586)
Interest income (1,953) (595)
Interest on lease liabilities 16,013 10,136
---------- ----------
153,998 141,873
Changes in working capital
Trade and other receivables (149,677) 180,520
Trade and other payables (36,705) (143,005)
---------- ----------
Cash flow from operations (32,384) 179,388
Interest received 1,953 595
Net cash generated from/ (used
in) operating activities (30,431) 179,983
---------- ----------
Cash flow from financing activities
Interest paid (16,013) (10,136)
Repayment on lease liability (90,387) (98,392)
Net cash used in financing activities (106,400) (108,528)
---------- ----------
Net movement in cash and cash
equivalents (136,831) 71,455
Cash and cash equivalents at beginning
of period 466,623 391,783
Exchange gain on cash and cash
equivalents 3,385
---------- ----------
Cash and cash equivalents at end
of period 329,792 466,623
========== ==========
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 MARCH 2023
Share Translation Accumulated Total
capital reserve loss
GBP GBP GBP GBP
As at 31 March 2021 1,000,000 (23,713) (521,247) 455,040
---------- ------------ ------------ --------
Translation of foreign operation - 6,976 - 6,976
Profit for the year - - 34,719 34,719
---------- ------------ ------------ --------
Total comprehensive income
for the year - 6,976 34,719 41,695
---------- ------------ ------------ --------
As at 31 March 2022 1,000,000 (16,737) (486,528) 496,735
---------- ------------ ------------ --------
Translation of foreign operation - 3,605 - 3,605
Profit for the year - - 40,319 40,319
---------- --------- ---------- --------
Total comprehensive income
for the year - 3,605 40,319 43,924
---------- --------- ---------- --------
As at 31 March 2023 1,000,000 (13,132) (446,209) 540,659
---------- --------- ---------- --------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARED 31 MARCH 2023
1. GENERAL INFORMATION
The Company was incorporated in England and Wales on 26 February
2016 under the UK Companies Act 2006 and listed in Main Market
London stock exchange on 25 October 2017. The registered office of
the Company is at Eastcastle House, 27/28 Eastcastle Street,
London, United Kingdom, W1W 8DH.
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
UK-adopted International Accounting Standards in conformity with
the requirements of the Companies Act 2006 and International
Financial Reporting Standards. . 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.
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. 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 remained profitable and was
net cash generating from the operating activities. The Group had a
cash balance of approximately GBP330,000 at the reporting date and
the cash balance was approximately GBP311,000 at 29 July 2023,
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, interpretation and amendments to published standards
issued and applied
During the financial year, the following amendments to standards
became effective. We have adopted these amended standards and they
have not had a material impact on the Group's financial
statements.
-- Amendments to IFRS 3 - Business Combination: reference to the conceptual framework
-- Amendments to IFRS 16 - Property, plant and equipment: proceeds before intended use
-- Amendments to IFRS 37 - Provisions, Contingent Liabilities
and Contingent Assets; onerous contracts - cost of fulfilling a
contract
-- Annual improvements to IFRS 2018 - 2020
Standards, interpretations and amendments to published standards
issued but not yet applied
Following standards, interpretations and amendments to published
reports have been introduced and which have become effective 1(st)
January 2023.
We will be adopting them, if applicable in the following
financial year. We are currently assessing their impact, but they
are not expected to be material to the Group's financial
statements.
-- Amendments to IAS 1 and IFRS Practice Statement 2: disclosure
of accounting policies - effective date 1 January 2023
-- Amendments to IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors; definition of accounting estimates
- effective date 1 January 2023
-- Amendments to IAS 12 Income Taxes: deferred tax related to
assets and liabilities arising from a single transaction -
effective date 1 January 2023
-- IFRS 17 Insurance Contract including amendments to IFRS 17
(and initial application of IFRS 17 and IFRS 9 Financial
instruments - comparative information - effective date 1 January
2023.
Standards, interpretations and amendments to published standards
issued but not yet effective
-- Amendments to IAS 1 Presentation of Financial Statements:
non-current liabilities with covenants and classification of
liabilities as current or non-current - effective date 1 January
2024.
-- Amendments to IFRS 16 Leases: lease liability in a sale and
lease back - effective date 1 January 2024
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
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.
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 Year
31-Mar-23 31-Mar-22
GBP GBP
Revenue 463,418 611,544
463,418 611,544
------------ ------------
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 Year
31-Mar-23 31-Mar-22
GBP GBP
Consultancy fee 10,977 18,573
Staff costs (include directors) 161,588 192,116
Depreciation of right-of-use assets 96,014 97,496
Advertising and marketing 9,367 28,941
Interest on lease liability 16,013 10,136
Auditors' remuneration:
Fees payable to the Group's auditor
for the audit of the Group's annual
accounts 17,000 18,500
Fees payable to the Group's subsidiary
auditor for the audit of the subsidiary's
annual accounts 1,829 1,809
6. INCOME TAX EXPENSE
The corporation tax in the UK applied during the year was 19%
(2022: 19%).
The charge for the year can be reconciled to the profit/(loss)
in the Statement of Comprehensive income as follow:
As at As at
31-Mar-23 31-Mar-22
GBP GBP
Profit/(loss) before tax on continuing
operations 40,319 34,719
---------- ----------
Tax at the UK corporation tax rate 7,661 6,597
Tax effect of expenses that are not deductible
in determining taxable profit 18,071 442
Difference in oversea tax rate 6,772 -
Utilised tax loss (32,504) (7,039)
Tax charge for the year - -
---------- ----------
The Group has accumulated tax losses of approximately GBP327,462
(2022: GBP359,966) 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 per ordinary share is calculated by
dividing the profit 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 per share attributed to ordinary shareholders
Year Year
31-Mar-23 31-Mar-22
GBP GBP
Profit for the year (GBP) 40,319 34,719
Weighted average number of shares (Unit) 10,000,000 10,000,000
Basic and diluted profit per share
(Pence) 0.40 0.35
8. RIGHT-OF-USE ASSET
Office
Cost GBP
At 1 April 2022 472,598
Addition due to increase in lease term -
At 31 March 2023 472,598
--------
Accumulated depreciation
At 1 April 2022 177,822
Depreciation for the year 96,014
At 31 March 2023 273,836
--------
Net Book Value
At 31 March 2023 198,762
========
At 31 March 2022 294,776
========
The Group subsidiary entered into a lease agreement for an
office. The lease was renewed for a period of three (3) years
commence of 1(st) April 2022.
9. TRADE AND OTHER RECEIVABLES
As at As at
31-Mar-23 31-Mar-22
GBP GBP
Trade receivables 142,599 21,478
Prepayment and deposit 32,981 47,230
Other receivables 100,032 57,226
------------ ------------
275,612 125,934
------------ ------------
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 of 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-Mar-23 31-Mar-22
GBP GBP
Great Britain Pound 14,520 15,302
Singapore Dollar 20,858 19,249
United States Dollar 35,410 26,592
Malaysia Ringgit 259,004 405,480
------------ ------------
329,792 466,623
------------ ------------
11. SHARE CAPITAL
Ordinary shares of GBP0.10 each
Number of Amount
shares GBP
Issued and paid up
As at 31 March 2023 and 31 March
2022 10,000,000 1,000,000
At 31 March 2023, the total issued ordinary share of the Group
were 10,000,000.
12. TRADE AND OTHER PAYABLES
Year Year
31-Mar-23 31-Mar-22
GBP GBP
Amount due to directors 4,830 3,051
Trade creditors -
Accruals 34,108 33,487
Contract liability 4,125 8,136
Other payables 16,055 51,149
------------ ------------
59,118 95,823
------------ ------------
13. LEASE LIABILITY
Year Year
31-Mar-23 31-Mar-22
GBP GBP
At 1 April 294,776 223,726
Addition - 167,303
Changes due to lease modification - (3,586)
Repayment of principal (90,387) (98,392)
Exchange differences - 5,725
---------- ----------
At 31 March 204,389 294,776
---------- ----------
Lease liabilities are payable as
follow:
Current liability 98,650 93,552
Non-current liability 105,739 201,224
-------- --------
204,389 294,776
-------- --------
14. SUBSIDIARY UNDERTAKINGS
The details of the subsidiary in the Group are as follows:
Name of subsidiary Country Effective Principal
of incorporation holding activities
Orient BB Sdn. Bhd. Malaysia 100% IT managed services
Orient Telecoms Ltd British 100% IT managed services
Virgin Island
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
Orient Telecoms Ltd
Wickhams Cay II, Road Town, Tortola,
VG1110, British Virgin Islands
15. EMPLOYEES AND DIRECTORS' EMOLUMENTS
Year ended Year ended
31-Mar-23 31-Mar-22
GBP GBP
Staff costs (include directors) 166,253 198,874
----------- -----------
Directors' fee during the year
Year ended Year ended
at at
31-Mar-23 31-Mar-22
GBP GBP
Wong Chee Keong 22,448 21,144
Sayed Mustafa Ali 15,000 15,000
Ross Andrews 20,000 24,000
Michael Goh Seng Kim 3,000
----------- -----------
60,448 70,144
----------- -----------
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 was 11 (2022: 11)
16. SEGMENTAL ANALYSIS
The chief operating decision maker has determined that in the
year end 31 March 2023, 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,
representing 62% (2022: 50%) of total revenue, and the remaining
revenue derived from the countries within the South East Asia
region during the reporting year.
There are 2 customers (2022: 2 customers) with revenue greater
than 10% during the reporting year as follow:
As at As at
31-Mar-23 31-Mar-22
GBP GBP
Customer A 114,026 278,151
Customer B 120,000 120,000
234,026 398,151
---------- ----------
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-Mar-23 31-Mar-22
GBP GBP
Financial assets
Loans and receivables
Cash and cash equivalent 329,792 466,623
Trade and other receivable 225,300 65,520
Total financial assets 555,092 532,143
========== ==========
Financial liabilities at amortised
cost
Amount due to directors 4,830 3,051
Trade and other payables 54,288 81,953
Total financial liabilities 59,118 85,004
========== ==========
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:
As at As at
31-Mar-23 31-Mar-22
GBP GBP
Financial assets
Loans and receivables
Cash and cash equivalent 259,004 405,479
Trade and other receivable 81,837 72,721
---------- ----------
Total financial assets 340,841 478,200
---------- ----------
Financial liabilities at amortised
cost
Trade and other payables 36,888 66,672
Total financial liabilities 36,888 66,672
---------- ----------
Net financial asset 303,953 411,528
========== ==========
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 profit / (loss) of
approximately GBP7,528 (2022: loss of GBP20,500).
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 75% (2022: 24%)
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
2023
Current (not
past due) 27,815 - 27,815
1 to 30 days
past due 22,261 - 22,261
31 to 60 days
past due 14,428 - 14,428
61 to 90 days
past due 13,516 - 13,516
more than 90
days 64,580 - 64,580
--------- ----------- ---------
142,598 - 142,598
--------- ----------- ---------
Gross ECL Carrying
Amount Provision Amount
GBP GBP GBP
2022
Current (not
past due) 14,597 - 14,597
1 to 30 days
past due 3,660 - 3,660
31 to 60 days
past due 2,569 - 2,569
61 to 90 days
past due 652 - 652
more than 90 0 - -
days
--------- ----------- ---------
21,478 - 21,478
--------- ----------- ---------
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)
d) 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 Amount Contractual Within 1 year More than
Undiscounted 1 year
cash flow
GBP GBP GBP GBP
2023
Trade and other
payables 54,288 54,288 54,288 -
Amount due to
directors 4,830 4,830 4,830 -
Lease liabilities 204,389 204,389 98,650 105,739
263,507 263,507 157,768 105,739
---------------- -------------- -------------- ----------
2022
Trade and other
payables 92,772 92,772 92,772 -
Amount due to
directors 3,051 3,051 3,051 -
Lease liabilities 294,776 294,776 93,552 201,224
390,599 390,599 189,375 201,224
---------------- -------------- -------------- ----------
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:
As at As at
31-Mar-23 31-Mar-22
GBP GBP
Cash and cash equivalent 329,792 466,623
Lease liabilities (204,389) (294,776)
---------- ----------
125,403 171,847
---------- ----------
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.
As at As at
31-Mar-23 31-Mar-22
GBP GBP
Amount due to directors
- Sayed Mustafa Ali - 1,250
- Wong Chee Keong 1,830 1,801
- Michael Goh Seng Kim 3,000 -
4,830 3,051
---------- ----------
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.
COMPANY STATEMENT OF FINANCIAL POSITION
AT 31 MARCH 2023
As at As at
31-Mar-23 31-Mar-22
Notes GBP GBP
ASSETS
NON-CURRENT ASSETS
Investment in subsidiary 4 620,127 591,684
---------- ----------
CURRENT ASSETS
Bank 70,787 61,142
Trade and other receivables 5 137,434 53,213
---------- ----------
208,221 114,355
---------- ----------
TOTAL ASSETS 828,348 706,039
========== ==========
EQUITY AND LIABILITIES
EQUITY ATTRIBUTABLE TO
EQUITY HOLDERS OF THE
COMPANY
Share capital 1,000,000 1,000,000
Accumulated loss (197,541) (348,112)
---------- ----------
TOTAL EQUITY 802,459 651,888
---------- ----------
CURRENT LIABILITIES
Amount due to director 4,830 3,051
Trade and other payables 6 21,059 51,100
---------- ----------
25,889 54,151
---------- ----------
TOTAL EQUITY AND LIABILITIES 828,348 706,039
========== ==========
The profit for the Company for the year ended 31 March 2023 was
GBP150,571 (2022: GBP128,994) .
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 31 July 2023 and signed on behalf by:
Sayed Mustafa Ali
Director
Registered number: 10028222
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023
Accumulated
Share capital loss Total
GBP GBP GBP
As at 1 April 2021 1,000,000 (477,106) 522,894
-------------- ------------ --------
Profit for the year 128,994 128,994
-------------- ------------ --------
Total comprehensive income
for the year 128,994 128,994
-------------- ------------ --------
As at 31 March 2022 1,000,000 (348,112) 651,888
-------------- ------------ --------
Profit for the year 150,571 150,571
---------- -------- --------
Total comprehensive income
for the year 150,571 150,571
---------- -------- --------
As at 31 March 2023 1,000,000 197,541 802,459
---------- -------- --------
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 2023
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
Balance as at 1 April 2021 93,800 423,774 517,574
Advance loan to group undertaking 1 74,109 74,110
------------ ------------------- --------
Balance as at 31 Mar 2022 93,801 497,883 591,684
Addition - - -
Advance loan to group undertaking - 28,443 28,443
------------ ------------------- --------
Balance as at 31 Mar 2023 93,801 526,326 620,127
------------ ------------------- --------
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-Mar-23 31-Mar-22
GBP GBP
Trade receivables 106,855 -
Other receivables 19,043 19,043
Amount due by related company 25,000
- Orient Telecoms Ltd
OBB Sdn Bhd
Prepayment 11,536 9,170
---------- ----------
137,434 53,213
---------- ----------
6. Trade and other payables
As at As at
31-Mar-23 31-Mar-22
GBP GBP
Amount due to directors 4,830 3,051
Trade creditors - -
Accruals 21,059 18,000
Other payables - 33,100
---------- ----------
25,889 51,100
---------- ----------
The detail of the related company is set out in the note 21 to
the consolidated financial statements.
7. Share capital
The details are set out in the note 11 to the consolidated
financial statements.
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END
FR GUGDRUUXDGXB
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