REG - Orient Telecoms PLC - FINAL RESULTS FOR THE YEAR ENDED 31 MARCH 2025
19/08/2025 15:15
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RNS Number : 9513V Orient Telecoms PLC 19 August 2025
ORIENT TELECOMS PLC
("ORIENT" or the "Company")
FINAL RESULTS FOR THE YEAR ENDED 31 MARCH 2025
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 2025.
Highlights for the period
· The Group reported a net loss of £240,217 for the year, compared to
a net profit of £26,426 in the previous year. Basic and diluted loss per
share was (2.40p), down from earnings per share of 0.26p in 2024. This
reversal in performance was primarily driven by a 43% decline in revenue,
which decreased from £376,557 in 2024 to £216,068 in 2025. The reduction
reflects the adverse impact of global political tensions and international
tariff-related disruptions, which affected customer operations and delayed
contract execution.
· Despite the revenue contraction, the Group made significant progress
in strengthening its financial position, with total assets increasing by 11%
year-on-year. This growth underscores the Group's ongoing commitment to
maintaining a robust balance sheet and ensuring long-term financial stability.
Management remains focused on navigating external challenges while proactively
pursuing new growth opportunities. Encouragingly, customer engagement has
risen, as evidenced by an increase in quotation requests for managed
connectivity services, driven by growing demand from end users.
· Looking forward, the Group is well-positioned to capitalise on
emerging opportunities by leveraging its operational strengths and deep market
insight. Management is dedicated to delivering long-term shareholder value
through continued innovation, service excellence, and a disciplined, strategic
approach to growth, while adapting to evolving global and market conditions.
The annual report and accounts is available on the Company's website
at: www.orient-telecoms.com (http://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 pleased to present the Annual Report
and the Audited Financial Statements of Orient Telecoms Plc (the "Company")
and its subsidiary undertakings (together, the "Group") for the financial year
ended 31 March 2025.
Overview
Orient Telecoms Plc (the Group) is a recognised provider of managed
connectivity services, delivering reliable solutions to major
telecommunications providers and enterprise clients. For the financial year
ended 31 March 2025, the Group operated in a challenging environment but
demonstrated resilience and strategic adaptability.
The Group reported a net loss of £240,217 for the year, compared to a net
profit of £26,426 in the previous year. Basic and diluted loss per share was
(2.40p), down from earnings per share of 0.26p in 2024. This reversal in
performance was primarily driven by a 43% decline in revenue, which decreased
from £376,557 in 2024 to £216,068 in 2025. The reduction reflects the
adverse impact of global political tensions and international tariff-related
disruptions, which affected customer operations and delayed contract
execution.
Despite the revenue contraction, the Group made significant progress in
strengthening its financial position, with total assets increasing by 11%
year-on-year. This growth underscores the Group's ongoing commitment to
maintaining a robust balance sheet and ensuring long-term financial stability.
Management remains focused on navigating external challenges while proactively
pursuing new growth opportunities. Encouragingly, customer engagement has
risen, as evidenced by an increase in quotation requests for managed
connectivity services, driven by growing demand from end users.
Looking forward, the Group is well-positioned to capitalise on emerging
opportunities by leveraging its operational strengths and deep market insight.
Management is dedicated to delivering long-term shareholder value through
continued innovation, service excellence, and a disciplined, strategic
approach to growth, while adapting to evolving global and market conditions.
Financial Position
I am pleased to report that the Group has maintained a solid financial
position despite incurring some losses during its initial operational years.
The Company's profitability in recent years has significantly strengthened its
financial foundation. At the end of the fiscal year, the Group held cash
reserves of £565,149 (2024: £336,380) and had no outstanding borrowings,
underscoring a strong and healthy balance sheet.
This robust financial position provides the Group with the flexibility and
resilience required to pursue its strategic objectives confidently. Having
completed most of the initial product and service development phases, the
Company is now in the commercialisation stage, which is expected to drive
increased revenue and profitability going forward.
Market Opportunities
Managed Telecom Service Providers (MSPs) like Orient Telecoms are uniquely
positioned to capitalise on a range of compelling opportunities in today's
fast-evolving digital landscape.
Firstly, there is a clear and growing trend among businesses to outsource
their network connectivity requirements. Increasingly, organisations prefer
managed connectivity solutions over direct management with traditional
telecommunications providers. This shift is driven by the need for more
efficient, reliable, and scalable connectivity services-allowing businesses to
avoid the complexities, risks, and costs of managing networks internally.
Secondly, cybersecurity remains a critical priority as cyber threats continue
to grow in scale and sophistication. MSPs that offer comprehensive, proactive
cybersecurity services-such as threat detection, incident response, and
compliance monitoring tailored specifically for telecom networks-can
significantly differentiate themselves. These services provide essential
protection for clients' sensitive data, helping to mitigate risks in an
increasingly hostile threat environment.
Thirdly, the ongoing acceleration of cloud adoption presents significant
growth potential. MSPs can leverage this trend by delivering a full suite of
cloud services, including storage solutions, disaster recovery, and
software-as-a-service (SaaS) offerings. These capabilities enable businesses
to enhance scalability, flexibility, and operational efficiency while reducing
upfront capital expenditures on IT infrastructure. By managing cloud
environments, MSPs allow clients to concentrate on their core competencies
without the burden of complex cloud management.
Fourthly, the rising demand for AI-driven applications and seamless
communications solutions is reshaping business operations. MSPs are
well-placed to address this by providing high-speed, low-latency networking
solutions that integrate voice, video, messaging, and collaboration tools.
Orient Telecoms is actively developing these capabilities, empowering
businesses to improve communication efficiency, increase productivity, and
support flexible & remote workforces.
In conclusion, MSPs have vast opportunities to innovate and expand their
service offerings in line with advancing technologies and evolving customer
needs. By focusing on managed connectivity, cybersecurity, cloud services, and
unified communications, providers like Orient Telecoms can position themselves
as indispensable strategic partners-driving digital transformation and
delivering sustainable competitive advantage for their clients.
Innovation and Growth
The growth and innovation of Managed Service Providers (MSPs) are closely
aligned with shifting enterprises and telecommunications demands for managed
network services. As more businesses choose to outsource their network
connectivity, MSPs have a significant opportunity to meet this demand by
offering advanced, reliable, and scalable managed network solutions. These
solutions empower clients to concentrate on their core business activities
without the complexity of managing sophisticated network infrastructures.
In addition, the adoption of advanced technologies such as artificial
intelligence (AI), machine learning, and automation is reshaping how networks
are monitored and optimised. These technologies enhance operational efficiency
and provide predictive insights that enable proactive network management.
Combined with strong cybersecurity capabilities, these innovations position
MSPs as vital partners in the digital transformation efforts of enterprises
and telecom operators.
By continuously evolving their service offerings and leveraging technological
advancements, MSPs like Orient Telecoms are well-equipped to fuel sustained
growth and establish themselves as industry leaders in managed connectivity.
Strategic Outlook
The future for Managed Service Providers (MSPs) like Orient Telecoms is
incredibly exciting, brimming with opportunity as more businesses and
telecommunications companies rapidly embrace outsourcing their
telecommunication and network management. This powerful shift underscores the
undeniable value MSPs offer - enhanced efficiency, unmatched reliability, and
specialised expertise - enabling organisations to simplify operations, cut
costs, and focus confidently on their core strengths.
Orient Telecoms is perfectly positioned to seize this expanding market,
delivering tailored, end-to-end managed connectivity solutions designed to
meet the diverse and evolving needs of industries worldwide. Our seamless,
scalable, and secure network services empower clients to elevate performance,
boost agility, and spark innovation. With a steadfast commitment to
cutting-edge cybersecurity, we ensure our clients' critical data and
communications are safeguarded against emerging threats, building lasting
trust and peace of mind.
Driven by relentless innovation and a passion for service excellence, Orient
Telecoms is more than just a provider - we are a strategic partner dedicated
to accelerating our clients' digital transformation journeys. We are excited
and confident in our ability to help them secure sustainable competitive
advantages and achieve strong, long-term growth.
As market dynamics continue to evolve, we are ready to lead with vision and
purpose. Together with our clients and partners, Orient Telecoms will shape
the future of managed network services - turning challenges into opportunities
and driving success for all stakeholders.
Let's build the future of connectivity, together.
Conclusion
I want to express my heartfelt appreciation to our dedicated team, valued
customers, and supportive shareholders for their essential contributions to
Orient Telecoms. The challenges we've faced have only strengthened our
determination.
We remain optimistic and confident in our journey ahead, fully committed to
becoming a leading telecommunications and Managed Service Provider in the
region. By prioritising innovation, delivering exceptional customer
experiences, and driving strategic growth, we are dedicated to creating
lasting value for all our stakeholders.
Thank you for your ongoing trust and partnership as we move forward together.
Sayed Mustafa Ali
Director
19 August 2025
STRATEGIC REPORT
Strategy, objective and business model
The Group delivers managed telecommunications services by leveraging
third-party network infrastructure to provide cost-effective, high-speed
connectivity solutions to high-bandwidth users across Malaysia, Thailand, and
Singapore.
Its strategic objective is to establish itself as a leading regional
telecommunications provider, offering comprehensive connectivity and managed
network services across Southeast Asia.
The Group's business model and the development of its overlay network are
designed to require relatively low capital expenditure. Management believes
this capital-efficient approach enables the Group to offer competitive
pricing, supporting stronger market penetration and improved customer
retention within the region.
In alignment with emerging technological trends-particularly in artificial
intelligence (AI)-the Group has also embarked on the development and
commercialisation of AI-based solutions. These offerings are designed to
complement its core telecommunications services and position the Group for
sustained innovation and long-term growth.
Fair review of business development and performance
A comprehensive and fair review of the business development and performance of
the Group reveals a stable financial outlook, supported by prudent management
of cash resources. The Group's financial foundation remains sound, underpinned
by healthy cash reserves and expected future earnings, which collectively
support the organisation's strategic initiatives and operational requirements.
One key factor contributing to this favourable outlook is the Group's
continued ability to meet its general corporate needs. These include strategic
investments, product development, marketing, and other essential
growth-driving activities. The Group's consistent emphasis on maintaining
adequate cash resources ensures readiness to capture market opportunities and
sustain its competitive position in the region.
Moreover, the Group's cash resources play a central role in supporting its
ongoing operations. These include regular operational costs, infrastructure
maintenance, and core service delivery expenditures. With careful oversight of
its financial activities, the Group ensures uninterrupted day-to-day
operations and continued service quality to its customers.
An additional strength highlighted during the year is the Group's dedication
to its human capital. Through responsible allocation of resources for
Directors' remuneration and staff costs, the Group demonstrates its commitment
to attracting, retaining, and motivating capable professionals. The dedication
of the team remains instrumental in sustaining innovation and excellence
across the business.
The effective management of cash flows reflects the Group's proactive approach
to financial stewardship and long-term planning. In an evolving business
environment, maintaining sufficient cash reserves enables the Group to respond
to changing market conditions, take advantage of new growth avenues, and
maintain operational continuity across its markets.
Since its establishment, the Group has progressed steadily-from initial
development stages between 2017 and 2020 to launching its core managed
telecommunications solutions from 2020 onwards. From 2021, the Group
established a strong commercial track record, and over the years, has earned
recognition as a reliable service provider in the managed telecommunications
sector. Its range of solutions continues to be well received by customers
across Southeast Asia, enabling expansion and increased brand presence.
Sources of Funding and Target Capital Structure
Orient Telecoms Plc funds its operations through a combination of shareholder
equity and trade and other payables. Management maintains a disciplined
approach to capital management, targeting a liabilities-to-equity ratio of
approximately 1:1. As at 31 March 2025, the actual ratio was 1.54:1 (31 March
2024: 0.28:1), reflecting the Group's continued investment in its operations
and the growth in total assets from £694,674 in 2024 to £773,763 in 2025.
This capital structure supports the Company's strategic objectives and
positions it to meet ongoing operational and growth requirements.
In conclusion, a fair review of the Group's business development and
performance for the year highlights the importance of financial discipline,
operational focus, and strategic foresight. The Group remains well-positioned
to pursue its long-term objectives, manage its financial responsibilities
effectively, and invest in its people and innovation. Looking ahead, the Board
remains confident in the Group's continued progress, and its ability to adapt,
grow, and create sustainable value for stakeholders.
Principal risks and uncertainties
The Directors have identified the following as the key risks facing the
business:
Business Operation Risk
- Strategic Focus on Telecommunications Sector
The Group continues to serve customers in the telecommunications sector, which
remains a core area of focus due to its long-term growth potential and
alignment with the Group's capabilities. In the financial year ended 31 March
2025, customers from this segment contributed approximately 47% of total
revenue (FYE 2024: 53%).
The reduction in concentration reflects the Group's successful efforts to
broaden its customer portfolio across multiple sectors while maintaining
strong ties with long-term telecommunications clients. The Group remains agile
and well-prepared to respond to any changes in regulatory frameworks,
particularly in Malaysia, and is committed to delivering high-quality services
that support both compliance and customer satisfaction.
- Diversification Beyond Key Legacy Customers
During FYE 2025, the Group achieved broader market penetration by expanding
its customer base across multiple sectors and regions. This strategic
diversification reduced reliance on individual clients and contributed to more
balanced revenue streams, enhancing long-term financial resilience.
As part of this transition, Bharti International (Singapore) Pte. Limited
("Bharti"), a valued partner under a Marketing Agreement established in 2022,
contributed 3% to Group revenue in FYE 2025 (FYE 2024: 31%). While Bharti
remains a strategic client, the lower contribution reflects the Group's
successful efforts to capture new opportunities and reduce dependency on any
single customer.
The Group continues to maintain a strong relationship with Bharti and is
currently in active discussions to secure further contracts that are expected
to support future growth. This balanced approach enables the Group to
strengthen commercial partnerships while pursuing new business opportunities
across the region.
- Credit Risk
The Group generally grants credit terms of 30 to 45 days to its customers. Any
extension beyond these terms is assessed on a case-by-case basis, taking into
account the nature and duration of the business relationship, the customer's
financial position, and historical payment behaviour.
During the financial year ended 31 March 2025, the Group maintained careful
oversight of receivables. While some payments occasionally exceeded the
standard credit period, collections remained largely effective due to strong
customer relationships and the consistent delivery of high-quality services.
For FY2025, the Group recognised bad debts of £133,549, reflecting specific
exposures where recoverability was uncertain. No bad debts were recorded in
the previous financial year ended 31 March 2024, highlighting the historically
effective credit management practices. The Group remains confident that a
significant portion of these amounts can be recovered in the coming year, and
proactive measures will continue to be taken to mitigate credit risk and
strengthen collection processes.
- Dependency of Executive Directors
The continued success of the Group is closely tied to the expertise and
leadership of its Executive Director, Mr. Sayed Mustafa Ali. With over 25
years of experience in the telecommunications industry, Mr. Sayed Mustafa Ali
has held senior leadership roles in several prominent telecommunications
companies and multinational corporations in India, where he has made
significant contributions through his technical and strategic insights.
Given his pivotal role, the unexpected loss of his services-without a suitable
and timely successor-could potentially impact the Group's operations and
strategic direction.
To mitigate this risk, Mr. Sayed Mustafa Ali is supported by a capable and
experienced operations team. The Group is committed to retaining key
leadership personnel by offering competitive remuneration packages and
providing ongoing professional development and training.
As at the close of the financial year, the Group has not experienced any loss
of directors or key personnel that has materially affected the business,
reflecting the effectiveness of its retention and succession strategies.
- Business Strategy
The Group's profitability and financial performance are closely linked to its
ability to secure new customers and retain existing contracts for the
provision of managed services. Any potential loss of key customers, or
difficulties in acquiring new clients or expanding business with existing
ones, could negatively affect the Group's performance.
To address this risk, and with over five years of operational experience, the
Group has implemented proactive strategies to remain competitive. These
include leveraging the expertise of its experienced management team,
strategically recruiting a highly competent sales force to pursue and secure
critical revenue-generating contracts, and conducting regular reviews of its
business plan at board level to ensure strategic alignment and operational
efficiency.
In addition, the Group maintains strong confidence in the competitive
advantage of its product offerings, particularly in addressing the needs of
small and medium-sized enterprises (SMEs). This belief supports the Group's
outlook for continued strong performance and targeted growth.
Through these initiatives, the Group remains committed to sustainable
expansion and maintaining a leading position within its sector.
- Climate Related Financial Disclosures (TCFD)
a) Governance arrangements
The Board has overall responsibility for oversight of climate‑related risks
and opportunities. This oversight is exercised through the Audit & Risk
Committee, which considers environmental and climate matters at least
annually. The Chief Executive Officer is accountable for identifying and
monitoring climate‑related issues and reporting them to the Board.
Day‑to‑day operational monitoring is undertaken by management, who assess
exposure to potential physical and transition climate risks across the Group's
operations and supply chain.
b) Identification, assessment and management
· Regular review of industry‑specific regulatory developments in
the UK, Malaysia, and other markets in which we operate.
· Monitoring changes in customer expectations related to
sustainability.
· Assessing the resilience of our office and IT infrastructure
against extreme weather events and temperature variation.
Management assesses each risk for likelihood, potential financial impact, and
time horizon, and implements mitigation or adaptation measures where necessary
- e.g., ensuring critical systems have back‑up power and temperature
control.
c) Integration into overall risk management
Climate‑related risks are embedded into the Group's risk management
framework. They are recorded, where material, in the Group risk register
alongside operational, financial, and strategic risks. The Board reviews this
register quarterly, and climate risks are considered in setting strategic
plans and capital allocation decisions.
d) Principal climate‑related risks and opportunities & time horizons
Principal risks:
1. Regulatory/transition risk - Possible increased costs from energy
efficiency regulations, carbon pricing, or mandatory reporting (short‑ to
medium‑term).
2. Physical risk - Increased frequency of extreme heat or storms could
disrupt office operations and network partners (medium‑ to long‑term).
Opportunities:
· Demand from clients for lower‑carbon connectivity solutions and
more energy‑efficient data transmission.
Time horizons used:
· Short‑term: 0-3 years
· Medium‑term: 3-10 years
· Long‑term: >10 years
e) Actual and potential impacts on business model and strategy
To date, climate‑related matters have not had a material adverse impact on
our results or operations. Potential future impacts may include:
· Higher operating costs due to climate‑related regulation.
· The need to invest in more energy‑efficient technologies.
· Opportunities to provide "green connectivity" solutions to meet
customer sustainability goals.
f) Resilience Analysis
· Scenario analysis undertaken in FY2025 considered:
· Low‑carbon transition scenario (1.5°C) - Increased regulation and
carbon pricing; opportunity in sustainable service differentiation; minimal
physical disruption.
· High‑warming scenario (>4°C) - Lower regulation changes but
higher incidence of heat‑ and storm‑related operational disruption.
In both scenarios, the Group remains resilient due to its asset‑light model,
long‑term client relationships, and diversified geographic supply partners.
g) Targets
We have set internal targets to:
· Reduce Scope 2 emissions from office electricity usage by 5% from
the FY2024 baseline by FY2026, while supporting revenue growth through
improved energy efficiency.
· Improve energy intensity to ≤ 0.021 tCO₂e per £1,000 revenue
by FY2026.
· Transition to 100% renewable electricity in the Kuala Lumpur
office by FY2028.
h) KPIs
FY2025 KPI and baseline:
· Scope 2 location‑based GHG emissions: 4.8 tCO₂e (office
electricity use).
Calculation based on UK DEFRA 2024 emission factors and Malaysian grid
factors.
· Energy intensity: 0.022 tCO₂e per £'000 of revenue.
These KPIs will be monitored and reported annually, with improvement against
our efficiency and renewable sourcing targets
Table 1 - Climate-Related KPIs (FY2025)
KPI Formula FY2025 Data Result
Scope 2 GHG Emissions (tCO₂e) Electricity kWh × grid factor 8,000 × 0.0006 4.8 tCO₂e
Emissions Intensity Emissions ÷ (Revenue ÷ £1,000) 4.8 ÷ 218.26 0.022 tCO₂e / £1k revenue
Year-on-Year Change (Current - Prior) ÷ Prior × 100 (4.8 - 5.0) ÷ 5.0 × 100 -4%
Renewable Energy Share Renewable kWh ÷ total kWh × 100 0 ÷ 8,000 0%
Energy per Employee Total kWh ÷ employees 8,000 ÷ 4 2,000 kWh/employee
Summary:
In FY2025, the Group maintained a low carbon footprint with a 4% reduction
in emissions compared to the prior year. The business model remains
low-intensity, and energy efficiency initiatives continue to be explored,
including the potential adoption of renewable energy contracts.
Industry Risk
- Competition
The Group operates in a highly competitive environment where industry players
differentiate themselves through pricing, service packages, technology, and
service quality. Many of our competitors benefit from longer operating
histories and more advanced technological capabilities. As a result, we
currently face - and expect to continue facing - intense competition from both
established providers and new market entrants.
New entrants may adopt innovative technologies and aggressive pricing
strategies, further intensifying market pressures. These dynamics may
adversely impact the Group's market share, pricing power, and overall business
performance.
To remain competitive, the Group has adopted a capital-light model by offering
managed services without the need to invest in extensive infrastructure. In
parallel, we continue to develop our own overlay network, allowing for greater
flexibility in service offerings and enabling us to respond swiftly to
evolving customer needs and market trends
- Technology Advancement
The telecommunications sector is marked by rapid technological innovation and
evolving industry standards, driven by developments in digital infrastructure,
artificial intelligence (AI), 5G deployment, and the growing demand for
cloud-based and edge computing services. The inability to anticipate, adapt
to, or adopt these technological shifts may impair the Group's competitiveness
and its capacity to meet changing customer expectations.
To mitigate this risk, the Group actively monitors emerging technologies and
trends, ensuring that its service offerings and infrastructure remain current
and future-ready. This includes continuous investment in system enhancements,
upgrading service delivery platforms, and embedding a culture of innovation
and agility across its operations.
Additionally, the Group prioritises ongoing technical training and
professional development to ensure its teams are equipped with the skills
necessary to leverage the latest advancements in managed telecommunications
services. This proactive approach supports sustained service excellence,
strengthens the Group's ability to respond to market changes, and reinforces
its position as a forward-looking, competitive service provider.
- Political and regulatory environment
The Group's operations are primarily based in Malaysia and are therefore
subject to the political, economic, and regulatory conditions within the
country. Changes in government policies - including those relating to
taxation, monetary policy (such as interest rates), trade regulations, or
telecommunications licensing - may have a direct impact on the Group's
operational performance, cost structure, and long-term growth prospects.
Although the Group remains attentive to global geopolitical tensions, such as
the Russia-Ukraine conflict and the crisis in Gaza, these events currently
have no material impact on the Group's operations. This is largely due to the
Group's regional focus on Malaysia, Singapore, and Thailand, and the absence
of reliance on imported equipment or foreign service providers.
The Group's asset-light and locally anchored service delivery model provides
agility and resilience in navigating political and regulatory uncertainties.
This strategic positioning helps to reduce exposure to international
disruptions and supports operational continuity within its core markets.
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 detailed in Note 2, these financial statements have been prepared on a
going concern basis. After conducting a thorough assessment, the Directors
have a reasonable expectation that the Company and the Group have adequate
resources to continue operating for at least 12 months from the date of
approval of these financial statements. Accordingly, the Directors consider it
appropriate to prepare the financial statements on a going concern basis.
Capital and returns management
The Company anticipates that shareholder returns will primarily be driven by
the capital appreciation of its Ordinary Shares. In the medium term,
additional returns are expected through dividends in line with the Group's
dividend policy. The Board remains committed to delivering sustainable
long-term value to shareholders by balancing reinvestment for growth with
appropriate capital distribution strategies
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 remain fully informed of the Group's operating environment and
evolving industry trends. Strategic decisions taken by the Board are designed
to reinforce the Group's position as a leading network services provider,
while embedding safety, sustainability, and social responsibility at the core
of its business practices.
In 2020, the Board undertook a strategic refresh to realign the Group's
long-term ambitions with market opportunities, placing greater emphasis on
business development, service innovation, and operational efficiency. While
these initiatives are focused on long-term growth and resilience, the Board
also recognises the importance of responding to the current demand for
reliable connectivity and advanced technology services.
The Group's strategy balances future-focused investment with short-term
operational responsiveness, ensuring that decisions made today are
sustainable, commercially sound, and aligned with shareholder and stakeholder
interests over the long term.
The interests of the company's employees
The Directors recognise that the Group's employees are fundamental to the
success of Orient Telecoms and central to the achievement of its strategic
objectives. The ability to attract, retain, and motivate skilled personnel is
critical to sustaining high-quality service delivery and fostering innovation
across the business.
As part of its commitment to being a responsible and supportive employer, the
Board considers the implications of its decisions on employees and the wider
workforce. This includes maintaining fair and competitive pay structures,
providing comprehensive benefits, and promoting a safe, inclusive, and
engaging work environment.
Employee well-being, development, and workplace satisfaction remain key
priorities. The Board regularly reviews human capital policies to ensure they
align with the Group's long-term strategy and core values, while supporting
the continued growth and resilience of the business.
The need to foster the company's business relationships with suppliers,
customers and others
The successful execution of the Group's strategy relies on strong,
collaborative relationships with suppliers, customers, regulators, and other
key stakeholders. Orient Telecoms is committed to nurturing these
relationships through transparency, integrity, and mutual benefit, underpinned
by a clearly defined set of core principles.
These principles are embedded in the Group's General Business Principles,
which are reviewed and approved by the Board on a regular basis to ensure they
remain aligned with the Group's strategic direction and operational realities.
Similarly, the Group's Supplier Principles set out expectations for ethical
conduct, sustainability, and legal compliance, providing a consistent
framework for evaluating new and existing business relationships.
Management actively monitors stakeholder priorities, with a particular focus
on key customers and strategic partners. Feedback is gathered through various
touchpoints across business functions to ensure that stakeholder expectations
are fully integrated into service delivery and business planning.
The Board plays an active role in this process by reviewing management
proposals, strategy updates, and investment decisions through a stakeholder
lens. Directors also receive regular briefings on stakeholder engagement
activities, including updates from operations, project teams, and customer
service functions, enabling them to maintain oversight of relationship health
across the Group's value chain.
This approach ensures that stakeholder considerations are embedded in
decision-making, supporting the Group's long-term resilience and reputation in
the markets in which it operates.
The impact of the company's operations on the community and the environment
The Group recognises that its long-term success is closely linked to its
ability to operate responsibly within the communities it serves and to
minimise its environmental impact. These considerations are central to the
Group's strategic ambitions - particularly in its efforts to navigate the
evolving telecommunications and technology landscape while maintaining a
strong societal and regulatory licence to operate.
The Board receives regular updates on environmental, social, and ethical
matters to ensure these factors are incorporated into both strategic and
operational decision-making. This includes briefings on environmental and
safety performance, updates from the Chief Ethics & Compliance Officer,
and reports from the Chief Internal Auditor.
In 2020, members of the Board and relevant Committees conducted site visits to
various Orient operations and overseas offices to gain first-hand insight into
local practices and stakeholder engagement efforts. Where feasible, these
visits also included direct dialogue with external stakeholders to better
understand community expectations and environmental challenges.
The Group remains committed to continuous improvement in sustainability
practices, including efficient use of energy, responsible procurement, and
maintaining a positive presence in the communities where it operates. These
efforts help ensure that Orient Telecoms remains a trusted and responsible
partner in its markets.
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 continues to recognise the pivotal role Orient Telecoms plays in
society and remains deeply committed to fostering meaningful engagement with
all stakeholders. This includes customers, employees, suppliers, regulators,
investors, and broader communities. Such engagement is not only integral to
the Group's values but also central to achieving its long-term strategic
ambitions.
Throughout FY2025, the Group sustained and expanded its collaborative efforts
with a wide range of stakeholders - including industry partners, government
agencies, academic institutions, and in select instances, competitors -
through mutually beneficial business initiatives and knowledge-sharing forums.
These engagements have continued to inform the Board's strategic oversight and
provided deeper insights into emerging market needs and opportunities.
The Board values its long-standing relationships with key customers and
institutional investors, and recognises the importance of maintaining a
two-way dialogue. Continuous stakeholder feedback helps shape investment
decisions, service development, and broader strategic direction.
To further strengthen the quality of Board-level oversight, internal guidance
was updated during the year to ensure management proposals more clearly
reflect stakeholder considerations. This initiative aims to improve the
consistency and transparency of how the Group integrates stakeholder
priorities into business planning.
Additionally, the Board actively participates in stakeholder engagement
activities and, where appropriate, holds direct discussions with key parties
to better understand their expectations, concerns, and evolving priorities.
This reinforces Orient Telecoms' commitment to responsible governance,
inclusive decision-making, and building enduring, trust-based relationships.
Sayed Mustafa Ali
Director
19 August 2025
Directors' report
The Directors present their report together with the audited consolidated
financial statements and the financial statements of the Company (together the
"Group") for the year ended 31 March 2025.
An indication of the likely future developments in the business of the Group
are included in the Strategic Report.
Financial Review / Key Financial Highlights
For the year ended 31 March 2025, Orient Telecoms Plc recorded revenue of
£216,068 and a gross profit of £168,184. The year resulted in a loss after
tax of £240,217 (2024: profit £26,426), reflecting the decline in sales
activity due to international market disruptions and operational delays. Total
comprehensive loss was £236,068, including a foreign currency translation
gain of £4,149. Basic and diluted loss per share was 2.40 pence.
Despite the challenging environment, the Board remains confident in the
Company's financial position and underlying operational strength. Strategic
investment, disciplined cost management, and growth initiatives continue to be
pursued to support recovery and long-term sustainable performance.
Capital Structure and Funding
The Company funds its operations through a combination of shareholder equity
and trade and other payables. The Board seeks to maintain a balanced capital
structure, targeting a liabilities-to-equity ratio of approximately 1:1. As at
31 March 2025, the actual ratio was 1.54:1 (31 March 2024: 0.28:1), reflecting
ongoing investment in the business and growth in total assets from £694,674
to £773,763. This capital structure supports the Company's operational and
strategic objectives while ensuring financial stability.
Results and dividends
The Group's results for the year are set out in the Consolidated Statement of
Comprehensive Income on page 32. The Directors do not recommend the payment of
a dividend in respect of the financial year ended 31 March 2025 (2024: £nil).
Directors
The Directors of the Company during the year were:
Sayed Mustafa Ali
Wong Chee Keong
Kirubarharan Ponniah
Directors' interest
None of the Directors held any interests, or were deemed to hold any
interests, in the share capital of the Company or any of its related
corporations at the end of the financial year.
No Director has been granted any share options, nor were any exercised during
the financial year.
Share capital, restrictions on transfer of shares, arrangements affected by
change of control and other additional information
The Company has a single class of ordinary shares, all ranking pari passu. The
Company's Articles of Association include standard provisions relating to the
transfer of shares, voting rights, the appointment and removal of Directors,
and amendments to the Articles - all consistent with English company law.
There is no special control rights attached to the Company's shares. The
Company is not party to any significant agreements that would be triggered,
altered, or terminated upon a change of control. Furthermore, there are no
agreements in place providing compensation to Directors or employees in the
event of a change of control.
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 financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and the Company and of the profit or loss of the Group
for that period. In preparing these financial 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.
Liability insurance for Company officers
The Company did not obtain any third-party indemnity insurance for its
directors during the financial year.
Dividend policy
The Company currently intends to retain earnings to support ongoing business
operations and growth initiatives. Consequently, the Company does not
anticipate declaring dividends in the foreseeable future. Any future dividends
will be paid only if deemed appropriate and in compliance 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 2025.
Share Holder's Name Number of Ordinary Shares Percentage of share capital
James Brearley CREST Nominees Limited 6,535,000 65.35%
Eastman Ventures Limited 600,000 6.00%
Nordic Alliance Holding Ltd 600,000 6.00%
Belldom Limited 450,000 440,000 4.50%
Standard Minerals Limited 425,000 4.40%
Link Summit Limited 400,000 4.25%
Infinity Mission Limited 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 19.
Events after the reporting date
The Directors have evaluated events occurring after the reporting date up to
the date of authorisation of these financial statements. Based on this review,
no events have been identified that would require adjustment to, or disclosure
in, the financial statements.
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.
Climate-related Financial Disclosures
The Board, through the Audit & Risk Committee, oversees climate-related
risks and opportunities, with management responsible for day-to-day
monitoring. In FY2025, the Group assessed potential transition risks (such as
regulatory changes and sustainability expectations) and physical risks (such
as extreme weather impacts), as well as opportunities to offer lower-carbon
connectivity solutions. Climate risks are integrated into the Group's risk
management framework and considered in strategic planning. The Group targets
limiting Scope 2 emissions to FY2024 baseline levels while growing revenue and
aims to transition to 100% renewable electricity in the Kuala Lumpur office by
FY2028. Further details are set out in the Strategic Report on page 8.
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, Macalvins Limited 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 confirmation 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 15 August 2025 and is signed on
its behalf by;
Sayed Mustafa Ali
Director
19 August 2025
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 2025 and attendance of each director:
Board meetings
Sayed Mustafa Ali 12 / 12
Wong Chee Keong 12 / 12
Kirubarharan Ponniah 12/12
Audit committee
The Audit Committee comprises independent non-executive directors and is
chaired by Mr Kirubarharan Ponniah, who was appointed as Committee Chair in
October 2023. The Committee is responsible for overseeing the integrity of the
Group's financial reporting and audit process.
During the year ended 31 March 2025, the Audit Committee undertook the
following responsibilities:
· Monitored, in discussion with the external auditor, the integrity
of the Group's financial statements and any formal announcements relating to
financial performance, including key financial reporting judgments;
· Reviewed the Group's internal financial controls, risk management
framework, and accounting policies;
· Considered the need for an internal audit function and concluded
that, given the size and structure of the Group, existing controls remain
proportionate and effective;
· Recommended the reappointment of the external auditor, reviewed
their terms of engagement, and approved their remuneration;
· Assessed the external auditor's independence and effectiveness,
ensuring compliance with applicable UK regulatory requirements;
· Reviewed the Group's policy on the engagement of the external
auditor to provide non-audit services and monitored compliance.
For the financial year ended 31 March 2025, no non-audit services were
provided by the external auditor to the Group or the Company. The Audit
Committee confirmed that the nature and scope of the audit engagement did not
impair the auditor's independence or objectivity. Audit fees are disclosed in
Note 5 to the financial statements.
Remuneration committee
As at the date of this report, the Remuneration Committee comprises both
executive and non-executive directors and is chaired by Mr Kirubarharan
Ponniah. The Committee is responsible for establishing and reviewing the
Group's policy on executive remuneration, ensuring it remains fair,
competitive, and aligned with the long-term interests of shareholders and the
strategic objectives of the Group.
The Committee meets as necessary to consider matters relating to:
· Directors' remuneration packages;
· Senior management incentives and reward structures;
· Share option schemes and performance-related bonuses;
· Service contracts and termination arrangements.
In fulfilling its duties, the Committee seeks to ensure that remuneration
practices support the Group's ability to attract, retain, and motivate
qualified individuals, while maintaining transparency and alignment with good
governance principles.
Further details are provided in the Directors' Remuneration Report on pages 22
to 23.
Nominations committee
As at the date of this report, the Nominations Committee comprises both
executive and independent non-executive directors and is chaired by Mr Wong
Chee Keong. The Committee is responsible for reviewing the structure, size,
and composition of the Board, and for overseeing director appointments,
reappointments, and succession planning in line with the Group's strategic
objectives and governance standards.
The Committee ensures that Board membership continues to reflect an
appropriate balance of skills, experience, independence, and diversity
necessary for effective leadership and oversight.
No meetings of the Nominations Committee were held during the financial year
ended 31 March 2025, as there were no Board changes requiring formal review.
Internal financial control
The Group has implemented internal financial controls to safeguard against
unauthorised use or disposal of assets, to maintain accurate accounting
records, and to ensure the availability of reliable financial information for
internal and external reporting.
Key financial control processes include:
· Maintenance of proper and timely accounting records;
· A formal schedule of matters reserved for Board approval;
· Evaluation and approval procedures, including risk assessment
protocols, with direct and active involvement of the Chief Executive in the
Group's daily operations.
Given the size of the Group and the close operational involvement of the
executive directors, the Board considers that a dedicated internal audit
function is not currently necessary. The Directors will continue to monitor
this position and review its appropriateness as the Group evolves.
Furthermore, Regarding the LR 9 Annex 2, Data on the diversity of the
individuals on a listed company's board and in its executive management for
the year end 31 March 2025 was disclosed as below table:
(a) Table for reporting on gender identity or sex
Number of board members Percentage of the board Number of senior positions on the board (CEO, CFO, SID and Chair) Number in executive management Percentage of executive management
Men 3 100% 3 1 75%
Women - - - 1 25%
(b) Table for reporting on ethnic background
Number of board members Percentage of the board Number of senior positions on the board (CEO, CFO, SID and Chair) Number in executive management Percentage of executive management
White British or other White (including minority-white groups) - - - - -
Mixed/Multiple Ethnic Groups - - - - -
Asian/Asian British 2 75% 2 2 100%
Black/African/Caribbean/Black British - - - - -
Other ethnic group, including Arab 1 25% - - -
Not specified/ prefer not to say - - - - -
The main reason for not meeting the target of having at least 40% women on the
board is due to the Group has encountered challenges in identifying and
recruiting qualified women candidates who meet the required criteria for board
membership and senior position in the group. Continuous efforts to promote
diversity and meet regulatory expectations are ongoing, including initiatives
to expand the candidate pool and enhance diversity awareness within the
organization.
Given our board's small size with only three members, our appointments are
primarily focused on securing the necessary expertise and skills critical to
our business operations. This limitation has meant that opportunities for
adding minority ethnic representation have been constrained by our immediate
need to address specific business needs. However, we are committed to
diversity and are actively exploring ways to integrate diverse perspectives
into our leadership team as we continue to grow.
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.
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 2024 to 31 March 2025.
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 £150,000 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 £15,000 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 £20,100) per
annum.
Kirubarharan Ponniah has been appointed by the Company to act as a
non-executive director under a service agreement dated 18(th) October 2023.
His appointment commenced on 18(th) October 2023 and is terminable on three
months' written notice on either side. He is entitled to a fee of £12,000 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 2025 are set out in note 16.
Statement of Directors' shareholding and share interest
The Directors who served during the year ended 31 March 2025, and their
interests at that date, are disclosed on Page 15. 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.
Kirubarharan Ponniah
Chairman, Remuneration Committee
19 August 2025
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ORIENT TELECOMS PLC
FOR THE YEAR ENDED 31 MARCH 2025
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 2025, which comprise:
· the consolidated statement of comprehensive income for the year ended
31 March 2025;
· the consolidated and the Company statement of financial position as
at 31 March 2025;
· the consolidated statement of cash flows for the year ended 31 March
2025;
· the consolidated and the Company statement of changes in equity for
the year ended 31 March 2025; 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 Financial
Reporting 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 2025and of the Group's
profit for the year then ended; and
· the Group financial statements have been properly prepared in
accordance with United Kingdom adopted International Financial Reporting
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.
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 company's ability to
continue to adopt the going concern basis of accounting included:
• Confirm our understanding of the directors' going
concern assessment process, including the controls over the review and
approval of the budget and plan. We have obtained a copy of management's
assessment of going concern and evidence that the assessment was approved by
the Board;
• Assessing the appropriateness of the duration of the
going concern assessment period to 31 July 2025 and considering the existence
of any significant events or conditions beyond this period based on our
procedures on the company's plans and knowledge arising from other areas of
the audit;
• Review and verification of the inputs and assumptions
used in the board approved working capital forecasts, identifying the key
assumptions and evaluating the appropriateness of these assumptions;
• Evaluating management's historical forecasting accuracy
and the consistency of the going concern assessment with information obtained
from other areas of the audit, such as our audit procedures on the company's
plans.;
• Testing the mechanical accuracy of the going concern
analysis;
• Performing independent sensitivity analysis on
management's assumptions including applying adverse cashflow sensitivities and
evaluating the appropriateness of mitigating actions available to management
for example deferring expenditure; and
• Evaluating the disclosures on going concern.
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 £3,200 based on 1.5% 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 £2,200.
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 £160. 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, in accordance with ISA 600(R) UK
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 Audit response to key matter Findings
Fraud in revenue recognition Presumed risk under ISA 240: These procedures enabled to us to form an opinion that the presumed risk of
fraud in revenue recognition is rebuttable under ISA 240.
Incorrect treatment of income under IFRS and FRS101.
We performed relevant audit procedures and specific tests to evaluate if
income had been omitted from the financial statements for the current year.
Our procedures included the following:
- Carried out substantive audit testing on revenue recognised during the
year and cut-off testing:
- Our review of the revenue and contracts did not reveal evidence of
income which had been omitted and not accurately reflected in the financial
statements.
- Evaluating that management's revenue recognition policies are
compliant:
- All contracts including key contractual terms and obligations were
inspected and application of the revenue recognition policy was appropriate,
indicating that income recognition is accurate. This also included reviewing
the work carried out on revenue recognition, on the same basis as ourselves,
by the component auditor.
- Audited material manual journals posted to revenue:
- Our review did not provide evidence that the company had completed any
unrecorded revenue or revenue-generating agreements that would affect income
recognition in the financial statements.
Management override of controls Presumed risk under ISA 240: Based on our audit procedures performed we have not identified any instances
of management override of controls.
Risk of management using their position in the company to manipulate financial
results and misappropriate assets.
In addition to the procedures described in the "Auditor's responsibilities for
the audit of the financial statements" of the Audit report, we audited to
higher risk all areas requiring judgement, performed tests on a sample basis
of journal entries exhibiting unusual characteristics, journals relating to
areas of significant audit interest and incorporated unpredictability in our
substantive testing procedures.
We assessed the appropriateness of liabilities and transactions to related
parties, reviewing management's review of contracts, their identification and
estimation of performance obligations, including ratification of such
obligations by the board and reviewing appropriate supporting documentation.
Going concern Risk of incorrect use of the going concern assumption based on the company's Based on the result of our audit procedures we have concluded the directors'
performance and future obligations. adoption of the going basis of preparation is appropriate.
We performed procedures to test and assess the significant assumptions used in
the working capital forecasts, including performing sensitivity analysis as
detailed in the going concern section of the audit report.
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters
included those which had the greatest effect on: the overall audit strategy,
the allocation of time and efforts of the engagement team and directing the
audit procedures undertaken. The identification and adjustment of the
expenditure referred to in the key audit matters above were addressed in the
context of our audit of the financial statements as a whole, and in our
opinion thereon, and we do not provide a separate opinion on these matters and
did not change our assessment of key audit matters during the performance of
the audit.
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 they 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.
Other matters which we are required to address
We were appointed by the board on 12 June 2024 to audit the financial
statements. Our total uninterrupted period of engagement is more than one
year.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the group or the parent company and we remain independent of the
group and the parent company in conducting our audit. No other non-audit
services were provided to the group or the parent company.
Our audit opinion is consistent with the additional report to the audit
committee.
Use of our report
This report is made solely to the Company's members, as a body, in accordance
with Chapter 3 of part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Pankaj Rajani
(Senior Statutory Auditor)
For and on behalf of Macalvins Limited
Statutory Auditors
7 St John's Road
Harrow
Middlesex HA1 2EY
Date: 19 August 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
AS AT 31 MARCH 2025
Year Year
31-Mar-25 31-Mar-24
Notes £ £
Revenue 4 216,068 376,557
Direct cost (47,884) (40,266)
GROSS PROFIT 168,184 336,290
Administrative expenses 5 (400,604) (290,342)
OPERATING PROFIT/(LOSS) (232,420) 45,948
Other income 1,588 6,255
Finance income 1,618 2,090
Finance cost (2,996) (8,846)
PROFIT BEFORE TAXATION (232,210) 45,447
Income tax expense 6 (8,007) (19,021)
PROFIT/LOSS FOR THE YEAR ATTRIBUTABLE TO EQUITY HOLDERS (240,217) 26,426
OTHER COMPREHENSIVE INCOME
Items that will or may be reclassified to profit or loss:
Translation of foreign 4,149 (26,206)
operation
TOTAL COMPREHENSIVE PROFIT/(LOSS) FOR THE YEAR (236,068) 220
Basic and diluted profit/(loss) per share (pence) 7 (2.40) 0.26
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 As at
AS AT 31 MARCH 2025 31-Mar-25 31-Mar-24
Notes £ £
ASSETS
NON-CURRENT ASSET
Property, plant and equipment 8 2,230 -
Right-of -use asset 9 33,190 50,127
35,420 50,127
CURRENT ASSETS
Trade and other receivables 10 173,195 308,167
Bank 11 565,149 336,380
738,343 644,547
TOTAL ASSETS 773,764 694,674
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 12 1,000,000 1,000,000
Translation reserve (35,189) (39,339)
Accumulated loss (660,000) (419,783)
304,811 540,878
CURRENT LIABILITIES
Trade and other payables 13 434,534 103,538
Lease liability 14 19,154 17,176
453,688 120,714
NON-CURRENT LIABILITIES
Lease liability 14 15,265 33,082
15,265 33,082
TOTAL EQUITY AND LIABILITIES 773,764 694,674
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 19 August
2025 and signed on its behalf by;
Sayed Mustafa Ali
Director
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
Year Year
31-Mar-25 31-Mar-24
£ £
Cash flow from operating activities
Profit/(loss) after tax (240,217) 26,426
Adjustment for:
Translation of foreign operations 4,149 (26,206)
Depreciation 18,759 72,913
Gain on lease termination - (6,255)
Other income- Accruals write-off (1,588) -
Interest income - (2,090)
Interest on lease liabilities 2,996 8,846
(215,901) 73634
Changes in working capital
Trade and other receivables 134,972 (32,556)
Trade and other payables 330,996 44,420
Cash flow from operations 465,969 11,864
Interest received 1,618 2,090
Net cash generated from/ (used in) operating activities 251,685 87,588
Cash flow from investing activities
Purchase of tangibles (2,528) -
Net cash generated from / (used in) investing activities (2,528) -
Cash flow from financing activities
Interest paid (2,996) (8,846)
Repayment on lease liability (17,871) (71,687)
Exchange gain/(loss) on early lease termination 479 (466)
Net cash used in financing activities (20,388) (80,999)
Net movement in cash and cash equivalents 228,769 6,588
Cash and cash equivalents at beginning of period 336,380 329,792
Exchange gain on cash and cash equivalents
Cash and cash equivalents at end of period 565,149 336,380
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share capital Translation reserve Accumulated loss Total
£ £ £ £
As at 31 March 2023 1,000,000 (13,132) (446,209) 540,659
Translation of foreign operation - (26,206) - (26,206)
Profit for the year - - 26,426 26,426
Total comprehensive income for the year - (26,206) 26,426 220
As at 31 March 2024 1,000,000 (39,338) (419,783) 540,879
Translation of foreign operation - 4,149 - 4,149
Profit for the year - - (240,217) (240,217)
Total comprehensive income for the year - 4,149 (240,217) (236,068)
As at 31 March 2025 1,000,000 (35,189) (660,000) 304,811
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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 the 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 Company's functional and presentation currency is the British Pound
Sterling (£). All amounts in the financial statements are presented in pounds
and rounded to the nearest pound, unless otherwise stated. The level of
rounding applied is consistent throughout the financial statements.
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 plan 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 £565,149 at the reporting date and the cash balance was
approximately £157,884 at 11 August 2025, 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 IAS 1 and IFRS Practice Statement 2: disclosure of
accounting policies.
· Amendments to IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors; definition of accounting estimates.
· Amendments to IAS 12 Income Taxes: deferred tax related to assets and
liabilities arising from a single transaction.
· IFRS 17 Insurance Contract including amendments to IFRS 17 (and
initial application of IFRS 17 and IFRS 9 Financial instruments - comparative
information.
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 2024.
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 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.
Standards, interpretations and amendments to published standards issued but
not yet effective
· Amendments to IAS 21 - Lack of Exchangeability - effective 1 January
2025.
· IFRS 18 - Presentation and Disclosure in Financial Statements -
effective 1 January 2027.
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 the
translation reserve.
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 7%.
4. REVENUE FROM CONTRACTS WITH CUSTOMERS
Accounting policy
Revenue is recognised to depict the transfer of promised goods or services to
customers in an amount that reflects the consideration to which the Group
expects to be entitled in exchange for those goods or services, in accordance
with IFRS 15. The Group's revenue streams primarily comprise managed
telecommunications services. Revenue is recognised when (or as) control of the
services is transferred to the customer, which is based on:
· Over time - where the customer simultaneously receives and
consumes the benefits provided by the Group's performance.
· Point in time - when control transfers at a distinct point,
generally on delivery or completion of milestones.
Performance obligations are identified in the Group's contracts. Where
contracts contain multiple performance obligations, the transaction price is
allocated to each performance obligation based on stand‑alone selling
prices. Contract modifications are assessed to determine whether they should
be accounted for as a separate contract or as part of the existing contract.
Disaggregation of revenue - by type of service and timing of revenue
recognition
Type of service 31 Mar 2025 31 Mar 2024
£ £
Managed telecom services 213,866 201,023
Other services 2,202 175,534
Total 216,068 376,557
Contract balances
31 Mar 2025 31 Mar 2024
£ £
Trade receivables¹ 129,495 158,477
Contract assets - -
Contract liabilities² 9,209 12,559
Total 138,705 376,557
¹ Classified within Trade and other receivables in Note 10.
² Classified within Trade and other payables in Note 13.
Movement in contract liabilities
31 Mar 2025 31 Mar 2024
£ £
Opening balance 12,559 14,655
Revenue recognised from amounts included in opening balance (12,559) (14,655)
Increases due to cash received in advance 9,209 12,559
Closing balance 9,209 376,557
Contract liabilities represent amounts invoiced to customers or payments
received in advance of performance obligations being satisfied.
Remaining performance obligations
At 31 March 2025, the aggregate amount of the transaction price allocated
to remaining performance obligations that are unsatisfied (or partially
unsatisfied) was £9,209 (2024: £12,559), expected to be recognised as
revenue within the next 12 months. The Group applies the practical expedient
in IFRS 15.121(a) and does not disclose the value of remaining performance
obligations for contracts with an original expected length of one year or
less.
Description of performance obligations
The Group provides managed telecommunications services under fixed‑price
contracts. Services are provided either:
· Over time based on a stand‑ready obligation, measured through
time elapsed or usage patterns, or
· At a point in time for one‑off consultancy or installation
services.
There are no significant returns, refunds, or warranties associated with these
performance obligations.
Significant judgements
Management applies judgement in:
· Determining whether revenue is recognised over time or at a point
in time.
· Estimating stand‑alone selling prices for allocation when
contracts include multiple performance obligations.
· Assessing whether any significant financing component exists (none
was identified in the current period).
Methods, inputs & assumptions
Revenue recognised over time is measured using output methods (e.g.,
milestones) or input methods (e.g., costs incurred relative to total costs)
when these faithfully depict transfer of control.
Costs to obtain/fulfil a contract
There were no material incremental costs of obtaining or fulfilling contracts
during the year that met the criteria for capitalisation under IFRS 15.
Practical expedients
The Group has elected to apply the following practical expedients permitted by
IFRS 15:
· Expense incremental costs of obtaining a contract when the
amortisation period would have been one year or less.
· Omit disclosure of remaining performance obligations for contracts
with expected original durations of one year or less.
· Recognise revenue from services performed where the entity has a
right to consideration from a customer in an amount that corresponds directly
with the value of performance completed to date.
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-25 31-Mar-24
£ £
Consultancy fee 20,603 10,067
Staff costs (include directors) 126,548 110,647
Depreciation 18,759 72,913
Allowance for doubtful debts 135,549 -
Interest on lease liability 2,669 8,846
Auditors' remuneration:
Fees payable to the Group's auditor for the audit of the Group's 24,000 24,000
annual accounts
Fees payable to the Group's subsidiary auditor for the audit of the 1,700 1,678
subsidiary's annual accounts
Year
31-Mar-24
£
Consultancy fee
20,603
10,067
Staff costs (include directors)
126,548
110,647
Depreciation
18,759
72,913
Allowance for doubtful debts
135,549
-
Interest on lease liability
2,669
8,846
Auditors' remuneration:
Fees payable to the Group's auditor for the audit of the Group's
annual accounts
24,000
24,000
Fees payable to the Group's subsidiary auditor for the audit of the
subsidiary's annual accounts
1,700
1,678
6. INCOME TAX EXPENSE
The corporation tax in the UK applied during the year was 25% (2024: 25%).
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-25 31-Mar-24
£ £
Net profit/(loss) before tax on continuing operations (232,210) 45,447
Tax (credit)/charge at the UK corporation tax rate (24,666) 11,362
Tax effect of expenses that are not deductible in determining taxable profit 32,673 27,384
Ba debts provisioning difference 133,548 -
Difference in oversea tax rate -
Utilised tax loss - (19,726)
Tax charge for the year 8,007 19,021
The Group has accumulated no more tax losses (2024: nil) which can be carried
forward. 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-25 31-Mar-24
£ £
Profit/(Loss) for the year (£) (240,217) 26,426
Weighted average number of shares (Unit) 10,000,000 10,000,000
Basic and diluted profit per share (Pence) (2.40) 0.26
Year
31-Mar-24
£
Profit/(Loss) for the year (£)
(240,217)
26,426
Weighted average number of shares (Unit)
10,000,000
10,000,000
Basic and diluted profit per share (Pence)
(2.40)
0.26
8. PROPERTY, PLANT AND EQUIPMENTS
Computers
Cost £
At 1 April 2024 -
Addition 2,528
At 31 March 2025 2,528
Accumulated depreciation
At 1 April 2024 -
Depreciation for the year 298
At 31 March 2025 298
Net Book Value
At 31 March 2025 2,230
At 31 March 2024 -
During the year, the Group acquired office computers amounting to £2,528 to
support its administrative operations. The assets are depreciated on a
straight-line basis over an estimated useful life of 5 years, in accordance
with the Group's accounting policy under IAS 16 - Property, Plant and
Equipment.
No impairment indicators were identified as at the reporting date.
9. RIGHT-OF-USE ASSET
Office
Cost £
At 1 April 2024 54,685
At 31 March 2025 56,896
Accumulated depreciation
At 1 April 2024 4,557
Depreciation for the year 18,469
Translation reserve 680
At 31 March 2025 23,706
Net Book Value
At 31 March 2025 33,190
At 31 March 2024 50,127
The Group entered into a lease agreement commencing on 1 January 2024 for a
period of three (3) years, with the lease term expected to end on 31 December
2026. The lease relates to office premises used for the Group's operational
activities.
The lease is accounted for under IFRS 16, where the Group recognises a
right-of-use asset and a corresponding lease liability at the commencement
date. The right-of-use asset is depreciated on a straight-line basis over the
lease term, and the lease liability is reduced through lease payments, with
interest recognised on the liability.
10. TRADE AND OTHER RECEIVABLES
As at As at
31-Mar-25 31-Mar-24
£ £
Trade receivables 129,495 158,477
Prepayment and deposit 6,978 6,801
Other receivables 36,721 142,890
173,194 308,167
As at
31-Mar-24
£
Trade receivables
129,495
158,477
Prepayment and deposit
6,978
6,801
Other receivables
36,721
142,890
173,194
308,167
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.
An allowance for doubtful debts has been raised in the current year for 100%
of long outstanding debtor. All other debtors have repaid within normal credit
terms.
11. BANK
Cash and cash equivalents are denominated in the following currencies:
As at As at
31-Mar-25 31-Mar-24
£ £
Great Britain Pound 11,659 32,174
Singapore Dollar 19,726 20,858
United States Dollar 54,752 107,628
Malaysia Ringgit 479,012 176,467
565,149 336,380
As at
31-Mar-24
£
Great Britain Pound
11,659
32,174
Singapore Dollar
19,726
20,858
United States Dollar
54,752
107,628
Malaysia Ringgit
479,012
176,467
565,149
336,380
12. SHARE CAPITAL
Ordinary shares of £0.10 each
Number of shares Amount
£
Issued and paid up
As at 31 March 2024 and 31 March 2025 10,000,000 1,000,000
At 31 March 2025, the total issued ordinary share of the Group were
10,000,000.
13. TRADE AND OTHER PAYABLES
Year Year
31-Mar-25 31-Mar-24
£ £
Amount due to directors 2,500 4,159
Trade creditors 3,491 6,030
Accruals 36,897 42,712
Contract liability 9,209 12,559
Other payables 355,409 19,056
Estimated Tax Payable 27,028 19,021
434,534 103,538
Year
31-Mar-24
£
Amount due to directors
2,500
4,159
Trade creditors
3,491
6,030
Accruals
36,897
42,712
Contract liability
9,209
12,559
Other payables
355,409
19,056
Estimated Tax Payable
27,028
19,021
434,534
103,538
14. LEASE LIABILITY
Year Year
31-Mar-25 31-Mar-24
£ £
At 1 April 50,258 204,389
Addition - 54,685
Changes due to lease modification - (120,181)
Repayment of principal (17,871) (71,687)
Exchange differences 2,032 (16,948)
At 31 March 34,419 50,258
Lease liabilities are payable as follow:
Current liability 19,154 17,176
Non-current liability 15,265 33,082
34,419 50,258
15. SUBSIDIARY UNDERTAKINGS
The details of the subsidiary in the Group are as follows:
Name of subsidiary Country of incorporation Effective holding Principal activities
Orient BB Sdn. Bhd. Malaysia 100% IT managed services
Orient Telecoms Ltd British Virgin Island 100% IT managed services
Below is the registered address of the subsidiary undertakings.
ORIENT BB Sdn Bhd 28, 3(rd) Floor, Lorong Medan Tuanku Satu,
50300 Kuala Lumpur, Malaysia
Orient Telecoms Ltd Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
16. EMPLOYEES AND DIRECTORS' EMOLUMENTS
Year ended Year ended
31-Mar-25 31-Mar-24
£ £
Salary and wages 79,182 65,029
Staff cost during the year 79,182 79,182
Year ended Year ended
31-Mar-25 31-Mar-24
£ £
Pension scheme contribution - -
Pension scheme during the year - -
Year ended Year ended
31-Mar-25 31-Mar-24
£ £
Social security contribution - -
Social security contribution during the year - -
Directors' fee during the year
Year ended at Year ended at
31-Mar-25 31-Mar-24
£ £
Wong Chee Keong 20,827 20,651
Sayed Mustafa Ali 15,000 15,000
Michael Goh Seng Kim 6,000
Kirubarharan Ponniah 12,000 5,000
47,827 46,651
The Directors' fees are payable to the third-party companies in respect of
their services as the directors of the Group.
The Group operates no pension and social security contribution scheme made no
pension contributions during the year (2024: nil).
The average monthly number of employees, including directors, during the year
was 10 (2024: 9)
17. SEGMENTAL ANALYSIS
The chief operating decision maker has determined that in the year end 31
March 2025, 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 71% (2024: 53%) of
total revenue, and the remaining revenue derived from the countries within the
South East Asia region during the reporting year.
There is one customer (2024 two customers) with revenue greater than 10%
during the reporting year as follow:
As at As at
31-Mar-25 31-Mar-24
£ £
Customer A - 115,535
Customer B 60,000 60,000
60,000 175,535
18. 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-25 31-Mar-24
£ £
Financial assets
Loans and receivables
Cash and cash equivalent 565,149 336,380
Trade and other receivable 143,038 282,023
Total financial assets 708,187 618,403
Financial liabilities at amortised cost
Amount due to directors 2,500 4,159
Trade and other payables 432,034 99,379
Total financial liabilities 434,534 103,538
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.
19. 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 flow 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-25 31-Mar-24
£ £
Financial assets
Loans and receivables
Cash and cash equivalent 479,012 176,466
Trade and other receivable 46,824 46,015
Total financial assets 525,836 222,481
Financial liabilities at amortised cost
Trade and other payables 446,788 67,381
Total financial liabilities 446,788 67,381
Net financial asset 79,048 155,100
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 £(4,869) (2024: profit
of £8,074).
b) Credit risk
Credit risk is the risk that a counterparty will default on its contractual
obligations, resulting in financial loss to the Group. The Group is exposed to
credit risk from its trade and other receivables and cash and cash
equivalents.
Measurement Basis
The Group applies the IFRS 9 simplified approach for measuring expected credit
losses (ECL) on trade receivables, which requires lifetime ECL to be
recognised from initial recognition. ECL is calculated based on:
· Historical default rates and recovery rates over the past 36
months;
· Segmentation of customers by type (corporate, government, and
international carriers);
· Adjustments for current and forward-looking macroeconomic
information, such as GDP growth forecasts, foreign exchange trends, and
industry conditions.
Cash balances are considered low credit risk and are assessed using the
12-month ECL approach. Given the high credit quality of the counterparties,
the calculated ECL is immaterial.
Significant Increase in Credit Risk (SICR)
A SICR is deemed to have occurred if:
· Contractual payments are more than 30 days past due;
· There is evidence of credit rating downgrade;
· The Group becomes aware of significant adverse changes in the
customer's operating environment or financial position.
·
Credit-Impaired Assets
Trade receivables are classified as credit-impaired if one or more of the
following indicators are observed:
· Payments are more than 90 days past due;
· The customer has entered bankruptcy or financial reorganisation;
· There is other objective evidence of default.
Forward-Looking Information
Forward-looking macroeconomic indicators are considered when determining the
ECL, including GDP forecasts, interest rate expectations, foreign exchange
volatility, and sector-specific trends. If such forward-looking information is
deemed not to have a material effect, the Group discloses that assessment.
Cash and Cash Equivalents
As at 31 March 2025, the Group's cash and cash equivalents amounted to
£565,148.91 (2024: £336,167), held with reputable financial institutions
with strong credit ratings.
Bank Amount (£) Credit risk grade
Maybank 349,982 Low risk
Maybank Repo 129,029 Low risk
Standard Chartered - GBP 11,659 Low risk
Standard Chartered - USD 54,752 Low risk
Standard Chartered - SGD 19,726 Low risk
Cash on hand 1 Low risk
Total 565,149 Low risk
Trade Receivables - Ageing Analysis
Ageing Category Amount (£) % of Total Credit risk grad
Current (0-30 days) 12,020 9% Low risk
1 month overdue 9,992 8% Low risk
2 months overdue 6,388 5% Low risk
3 months overdue 3,320 3% Low risk
4 months overdue 5,463 4% Low risk
>5 months overdue 92,313 71% Medium risk*
Total 129,496 100%
As at 31 March 2025, RM 225,861 of the Group's trade receivables balance
relates to two customers who have confirmed that payment will be made in the
near term. The Group maintains regular follow-up with these customers and,
based on past collection history and other available information, considers
the credit risk associated with these balances to be low.
Changes in Model or Assumptions
There were no changes to the ECL methodology, key assumptions, or credit risk
grading during the year.
Loss Allowance Movement
The loss allowance for all classes of financial instrument remained at nil
throughout the year (2024: nil). There were no movements, changes in
assumptions, or reclassifications between stages during the year.
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.
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)
The Group does not hold any collateral, credit enhancements, or netting
arrangements in respect of its financial assets. Accordingly, the maximum
exposure to credit risk for these assets is equal to their carrying amounts as
disclosed in Note 10.
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 Undiscounted cash flow Within 1 year More than 1 year
£ £ £ £
2025
Trade and other payables 432,034 432,034 432,034 -
Amount due to directors 2,500 2,500 2,500 -
Lease liabilities 34,419 34,419 19,155 15,263
468,953 468,953 453,689 15,263
2024
Trade and other payables 73,858 73,858 73,858 -
Amount due to directors 4,159 4,159 4,159 -
Lease liabilities 50,258 50,258 17,176 33,082
128,275 128,275 95,193 33,082
The Group does not hold any collateral, credit enhancements, or netting
arrangements in respect of its financial assets. Accordingly, the maximum
exposure to credit risk for these assets is equal to their carrying amounts as
disclosed in Note 13 to the financial statements
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.
20. 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.
21. 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-25 31-Mar-24
£ £
Cash and cash equivalent 565,149 336,380
Lease liabilities (34,419) (50,258)
530,730 286,122
22. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key management
personnel compensation has been disclosed in note 16.
As at As at
31-Mar-25 31-Mar-24
£ £
Amount due to directors
- Sayed Mustafa Ali 2,500 2,500
- Wong Chee Keong - 1,659
2,500 4,159
Amount due from directors
- Wong Chee Keong - 5,335
- 5,335
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.
23. CONTROL
The directors consider there is no ultimate controlling party.
24. SUBSEQUENT EVENTS
There were no subsequent events after the reporting period.
COMPANY STATEMENT OF FINANCIAL POSITION
AT 31 MARCH 2025
As at As at
31-Mar-25 31-Mar-24
Notes £ £
ASSETS
NON-CURRENT ASSETS
Investment in subsidiary 4 779,796 672,129
CURRENT ASSETS
Bank 86,137 159,913
Trade and other receivables 5 15,736 165,508
101,873 325,421
TOTAL ASSETS 881,669 997,550
EQUITY AND LIABILITIES
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY
Share capital 1,000,000 1,000,000
Accumulated loss (171,109) (61,585)
TOTAL EQUITY 828,891 938,422
CURRENT LIABILITIES
Amount due to 4,159
director
2,500
Trade and other payables 6 50,278 54,969
52,778 59,128
TOTAL EQUITY AND LIABILITIES 881,669 997,550
The loss for the Company for the year ended 31 March 2025 was £76,137 (2024:
£135,963).
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
19 August 2025 and signed on behalf by:
Sayed Mustafa Ali
Director
Registered number: 10028222
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
Share capital Accumulated loss Total
£ £ £
As at 1 March 2023 1,000,000 (197,541) 802,459
Profit for the year 135,963 135,963
Total comprehensive income for the year 135,963 135,963
As at 31 March 2024 1,000,000 (61,578) 938,422
Profit for the year (76,137) (76,137)
Total comprehensive income for the year (76,137) (76,137)
As at 31 March 2025 1,000,000 (137,723) 862,277
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
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 16 to the consolidated financial statements.
4. Investment in subsidiary
Cost of investment Loan to group undertaking Total
£ £ £
Balance as at 1 Apr 2023 93,801 526,326 620,127
Advance loan to group undertaking - 52,002 52,002
Balance as at 31 Mar 2024 93,801 578,328 672,129
Addition - - -
Advance loan to group undertaking - 107,667 107,667
Balance as at 31 Mar 2025 93,801 685,995 779,796
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-25 31-Mar-24
£ £
Trade receivables - 142,429
Other receivables 13,193 19,043
Prepayment 2,542 4,036
15,735 165,508
6. Trade and other payables
As at As at
31-Mar-25 31-Mar-24
£ £
Amount due to directors 2,500 4,159
Trade creditors - 6,030
Accruals 23,250 29,738
Other payables - 180
Estimated tax payable 27,028 19,021
52,778 59,128
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 12 to the consolidated financial
statements.
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