REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION BY THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Transcription

1 REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION BY THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO THE BOARD OF DIRECTORS INTOUCH HOLDINGS PUBLIC COMPANY LIMITED We have reviewed the consolidated statement of financial position of Intouch Holdings Public Company Limited and its subsidiaries and the separate statement of financial position of Intouch Holdings Public Company Limited as at March 31, 2017, and the related consolidated and separate statements of profit or loss, profit or loss and other comprehensive income, changes in shareholders equity and cash flows for the three-month period then ended, and the condensed notes to the. The Company s management is responsible for the preparation and presentation of this interim financial information in accordance with Thai Accounting Standard No. 34 Interim Financial Reporting. Our responsibility is to express a conclusion on this interim financial information based on our review. Scope of Review We conducted our review in accordance with Thai Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Thai Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the aforementioned interim financial information is not prepared, in all material respects, in accordance with Thai Accounting Standard No. 34 Interim Financial Reporting.

2 Deloitte Touche Tohmatsu Jaiyos Audit ด ลอยท ท ช โธม ทส ไชยยศ สอบบ ญช Emphasis of Matter Without modifying our conclusion, we draw attention to Note 3 to the that Intouch Holdings Public Company Limited and its subsidiaries have elected to change accounting policy relating to investments in subsidiaries, joint ventures and associates in the separate from cost method to equity method for the financial statements for the periods beginning on or after January 1, 2017 onwards and the Company restated the separate statements of financial position as at December 31, 2016 and the separate interim for the three-month period ended March 31, 2016 which are presented as comparative information, to be in accordance with the revised Thai Financial Reporting Standard. Dr. Suphamit Techamontrikul Certified Public Accountant (Thailand) BANGKOK Registration No May 12, 2017 DELOITTE TOUCHE TOHMATSU JAIYOS AUDIT CO., LTD

3 INTOUCH HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF FINANCIAL POSITION AS AT 31 MARCH 2017 Consolidated Separate Notes 31 March 31 December 31 March 31 December (Unaudited) (Unaudited) (Revised) Assets Current assets Cash and cash equivalents 3,551,112 3,065, , ,238 Current investments 6 5,622,990 6,095,623 1,498,232 1,490,572 Trade and other receivables 4, 7 2,529,582 2,477,263 7,521 6,668 Dividend receivable from related parties 4 5,159,634-5,475,244 - Amounts due from, advances and loans to related parties 4 162, ,662 1,127 1,339 Inventories 198, , Non-current assets held for discontinued operations 53,101 53, Total current assets 17,277,456 12,158,689 7,113,339 1,758,817 Non-current assets Long-term loans to related parties 4 2,063,313 2,145, Investments in subsidiaries ,739,016 7,998,212 Investments in joint ventures 8 1,499,446 1,555, Investments in associates 8 16,293,094 18,342,130 16,293,094 18,342,130 Long-term investments 6 32,555 32,555 32,555 32,555 Property, plant and equipment 9 9,271,829 9,440,728 42,007 45,577 Intangible assets under operating agreements 9 8,706,264 9,204, Other intangible assets 9 824, ,321 6,687 7,252 Deferred tax assets 313, , Other non-current assets 563, ,790 4,038 4,037 Total non-current assets 39,567,463 42,448,173 24,117,397 26,429,763 Total assets 56,844,919 54,606,862 31,230,736 28,188,580 See condensed notes to the 3

4 INTOUCH HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF FINANCIAL POSITION (CONTINUED) AS AT 31 MARCH 2017 Consolidated Separate Notes 31 March 31 December 31 March 31 December (Unaudited) (Unaudited) (Revised) Liabilities and equity Current liabilities Short-term borrowings from financial institutions , , Trade and other payables 4, 11 1,751,220 2,406,512 44,035 84,112 Dividend payable 5,689,559-5,162,201 - Amounts due to related parties Current portion of long-term borrowings , , Accrued operating agreement fees 562, , Provision for unpaid operating agreement fee and interest 2,890,345 2,890, Income tax payable 75,837 35, Liabilities of non-current assets held for discontinued operations Total current liabilities 11,902,900 6,607,514 5,206,375 84,929 Non-current liabilities Long-term accounts payable - equipment 238, , Long-term borrowings 10 8,632,097 9,208, Employee benefit obligations 502, ,169 52,429 50,590 Other non-current liabilities 358, , Total non-current liabilities 9,731,421 10,324,259 52,429 50,590 Total liabilities 21,634,321 16,931,773 5,258, ,519 See condensed notes to the 4

5 INTOUCH HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF FINANCIAL POSITION (CONTINUED) AS AT 31 MARCH 2017 Consolidated Separate Notes 31 March 31 December 31 March 31 December (Unaudited) (Unaudited) (Revised) Liabilities and equity Equity Share capital 12 Authorised share capital - ordinary shares 5,000,000 5,000,000 5,000,000 5,000,000 Issued and paid-up share capital - ordinary shares 3,206,420 3,206,420 3,206,420 3,206,420 Additional paid-in capital 12 Share premium on issued of share - ordinary shares 10,347,863 10,347,863 10,347,863 10,347,863 Retained earnings Appropriated Legal reserve 500, , , ,000 Unappropriated 6,690,273 8,733,213 7,586,478 9,631,576 Other components of equity 4,333,482 4,369,293 4,331,171 4,367,202 Total equity attributable to equity holders of the Company 25,078,038 27,156,789 25,971,932 28,053,061 Non-controlling interests 10,132,560 10,518, Total equity 35,210,598 37,675,089 25,971,932 28,053,061 Total liabilities and equity 56,844,919 54,606,862 31,230,736 28,188,580 See condensed notes to the 5

6 INTOUCH HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF PROFIT OR LOSS FOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2017 (UNAUDITED) Consolidated Separate Notes (Revised) Revenue 14 Revenue from sales and rendering of services 2,767,557 3,240, Construction revenue under operating agreements Share of profit of investments in subsidiaries , ,588 in joint ventures 8 12,197 13, in associates 8 3,106,808 3,258,183 3,106,808 3,258,183 Net foreign exchange gain 94, , Other income 65,597 97,272 8,730 42,115 Total revenue 6,047,233 6,724,471 3,215,192 3,562,886 Expenses 14 Cost of sales and rendering of services 1,634,229 1,550, Construction cost under operating agreements Operating agreement fee 265, , Loss on provision for interest of unpaid operating agreement fee - 15, Selling expenses 70,938 72, Administrative expenses 530, ,347 77,989 76,601 Directors and management benefit expenses 4 42,105 42,140 19,673 22,260 Total expenses 2,543,235 2,537,121 97,662 98,861 Profit before finance costs and income tax expense 3,503,998 4,187,350 3,117,530 3,464,025 Finance costs (105,153) (69,961) (427) (391) Profit before income tax expense 3,398,845 4,117,389 3,117,103 3,463,634 Income tax expense (76,291) (204,095) - - Profit for the period 3,322,554 3,913,294 3,117,103 3,463,634 Attributable to: Owners of the Company 3,119,261 3,457,618 3,117,103 3,463,634 Non-controlling interests 203, , Profit for the period 3,322,554 3,913,294 3,117,103 3,463,634 Earnings per share to owners of the Company (Baht per share) 15 Basic earnings per share Diluted earnings per share See condensed notes to the 6

7 See condensed notes to the 7

8 INTOUCH HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2017 (UNAUDITED) Consolidated Separate Note (Revised) Profit for the period 3,322,554 3,913,294 3,117,103 3,463,634 Other comprehensive income, net of income tax Items that are or may be reclassified to profit or loss Foreign currency translation differences for foreign operations (108,285) (49,652) (44,546) (20,018) Net change in fair value of available-for-sale investments 1,253 2, ,827 (107,032) (47,188) (44,073) (18,191) Items that will never be reclassified to profit or loss Share of other comprehensive income of associates and joint ventures 3,790 27,066 3,790 27,066 3,790 27,066 3,790 27,066 Other comprehensive income for the period, net of income tax (103,242) (20,122) (40,283) 8,875 Total comprehensive income for the period 3,219,312 3,893,172 3,076,820 3,472,509 Total comprehensive income attributable to: Owners of the Company 3,079,198 3,468,628 3,076,820 3,472,509 Non-controlling interests 140, , ,219,312 3,893,172 3,076,820 3,472,509 See condensed notes to the 8

9 INTOUCH HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CHANGES IN EQUITY FOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2017 (UNAUDITED) Consolidated Equity attributable to owners of the Company Other components of equity Unrealised Fair value Share of other Total Equity Issued and Retain earnings Other reserves gain on Currency changes in comprehensive other attributable to Nonpaid-up Premium on Legal share-based dilution from translation available-for-sale income of components owners of controlling Total Note share capital share capital reserve Unappropriated payment investments differences investments associates of equity the Company interests equity For the period ended 31 March 2016 Opening balance at 1 January ,206,420 10,341, ,000 7,056,985 28,400 4,229, ,398 18,539 (608) 4,378,745 25,483,719 9,856,665 35,340,384 Changes in equity for the period Dividends (7,919,858) (7,919,858) (488,176) (8,408,034) Share-based payment , ,072 4,072 1,666 5,738 Unrealised gain on dilution of investments in subsidiaries and associates (23,492) (23,492) (23,492) - (23,492) Comprehensive income for the period Profit for the period ,457, ,457, ,676 3,913,294 Other comprehensive income for the period Items that are or may be reclassified to profit or loss (20,018) 3,962 - (16,056) (16,056) (31,132) (47,188) Items that will never be reclassified to profit or loss ,066 27,066 27,066-27,066 Total comprehensive income for the period ,457, (20,018) 3,962 27,066 11,010 3,468, ,544 3,893,172 Balance at 31 March ,206,420 10,341, ,000 2,594,745 32,472 4,205,524 83,380 22,501 26,458 4,370,335 21,013,069 9,794,699 30,807,768 See condensed notes to the 8

10 INTOUCH HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CHANGES IN EQUITY (CONTINUED) FOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2017 (UNAUDITED) Consolidated Equity attributable to owners of the Company Other components of equity Unrealised Fair value Share of other Total Equity Issued and Retain earnings Other reserves gain on Currency changes in comprehensive other attributable to Nonpaid-up Premium on Legal share-based dilution from translation available-for-sale income of components owners of controlling Total Notes share capital share capital reserve Unappropriated payment investments differences investments associates of equity the Company interests equity For the period ended 31 March 2017 Opening balance at 1 January ,206,420 10,347, ,000 8,733,213 36,696 4,217,233 72,641 5,785 36,938 4,369,293 27,156,789 10,518,300 37,675,089 Changes in equity for the period Dividends (5,162,201) (5,162,201) (527,357) (5,689,558) Share-based payment , ,252 4,252 1,503 5,755 Unrealised gain on dilution of investments in subsidiaries and associates Liquidating distribution of a subsidiary Comprehensive income for the period Profit for the period ,119, ,119, ,293 3,322,554 Other comprehensive income for the period Items that are or may be reclassified to profit or loss (44,546) (43,853) (43,853) (63,179) (107,032) Items that will never be reclassified to profit or loss ,790 3,790 3,790-3,790 Total comprehensive income for the period ,119, (44,546) 693 3,790 (40,063) 3,079, ,114 3,219,312 Balance at 31 March ,206,420 10,347, ,000 6,690,273 40,948 4,217,233 28,095 6,478 40,728 4,333,482 25,078,038 10,132,560 35,210,598 See condensed notes to the 9

11 INTOUCH HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CHANGES IN EQUITY FOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2017 Separate Other components of equity Unrealised Fair value Share of other Total Issued and Retain earnings Other reserves gain on Currency changes in comprehensive other paid-up Share Legal share-based dilution from translation available-for-sale income of components Total Notes share capital premium reserve Unappropriated payment investments differences investments associates of equity equity For the period ended 31 March 2016 Balance at 1 January as previously reported 3,206,420 10,341, , ,404 21, ,982-33,290 14,245,683 Impact of changes in accounting policies ,481,582 7,092 4,229, ,398 2,374 (608) 4,341,272 15,822,854 Balance at 1 January as restated 3,206,420 10,341, ,000 11,645,986 28,400 4,229, ,398 14,356 (608) 4,374,562 30,068,537 Changes in equity for the period Dividends (7,919,858) (7,919,858) Shared - based payment , ,072 4,072 Unrealised gain on dilution of investments in subsidiaries and associates (23,492) (23,492) (23,492) Comprehensive income for the period Profit for the period ,463, ,463,634 Other comprehensive income for the period Items that are or may be reclassified to profit or loss (20,018) 1,827 - (18,191) (18,191) Items that will never be reclassified to profit or loss ,066 27,066 27,066 Total comprehensive income for the period ,463, (20,018) 1,827 27,066 8,875 3,472,509 Balance at 31 March ,206,420 10,341, ,000 7,189,762 32,472 4,205,524 83,380 16,183 26,458 4,364,017 25,601,768 For the period ended 31 March 2017 Balance at 1 January as previously reported 3,206,420 10,347, , ,044 27, ,133-31,975 14,188,302 Impact of changes in accounting policies ,529,532 8,854 4,217,233 72,641 (439) 36,938 4,335,227 13,864,759 Balance at 1 January as restated 3,206,420 10,347, ,000 9,631,576 36,696 4,217,233 72,641 3,694 36,938 4,367,202 28,053,061 Changes in equity for the period Dividends (5,162,201) (5,162,201) Share - based payment , ,252 4,252 Comprehensive income for the period Profit for the period ,117, ,117,103 Other comprehensive income for the period Items that are or may be reclassified to profit or loss (44,546) 473 (44,073) (44,073) Items that will never be reclassified to profit or loss ,790 3,790 3,790 Total comprehensive income for the period ,117, (44,546) 473 3,790 (40,283) 3,076,820 Balance at 31 March ,206,420 10,347, ,000 7,586,478 40,948 4,217,233 28,095 4,167 40,728 4,331,171 25,971,932 See condensed notes to the 10

12 INTOUCH HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2017 (UNAUDITED) Consolidated Separate Notes (Revised) Cash flows from operating activities Profit for the period 3,322,554 3,913,294 3,117,103 3,463,634 Adjustments for Depreciation and amortisation 9 766, ,330 4,977 5,910 Past and current service costs of employee and share-based payment expense 16,959 15,477 4,619 4,199 Gain from disposal of investments - (30,257) - (30,257) Interest income (52,397) (53,354) (8,108) (11,741) Interest expense 100,198 65, Income tax expense 76, , Share of profit of investments in subsidiaries (99,654) (262,588) in joint ventures 8 (12,197) (13,933) - - in associates 8 (3,106,808) (3,258,183) (3,106,808) (3,258,183) Loss on provision for interest of unpaid operating agreement fee , Unrealised (gain) loss on foreign exchange (141,954) (118,354) - - Allowance for doubtful accounts 33, , (Reversal of) allowance for obsolete inventory (1,376) (1,626) - - Amortisation cost of loans Others (1,395) (7,246) (22) 2, ,959 1,549,072 (87,472) (86,521) Changes in operating assets and liabilities Trade and other receivables (106,586) (110,700) 25 (1,835) Inventories 127,535 5, Other non-current assets (4,480) 105,657 (2) - Trade and other payables (643,972) (595,144) (41,336) (75,919) Accrued operating agreement fees 246, , Other non-current liabilities (23,714) (103,533) - (21,630) Interest received 46,550 56, ,566 Income tax paid (33,705) (66,675) - - Net cash from operating activities 608,001 1,085,628 (128,784) (183,339) See condensed notes to the 11

13 INTOUCH HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2017 (UNAUDITED) Consolidated Separate Note (Revised) Cash flows from investing activities Purchase of property, plant and equipment (61,943) (229,657) (271) (2,691) Purchase of other intangible assets (8,708) (2,317) - (35) (Increase) decrease in current investments 394,885 (337,719) - 118,691 Increase in amounts due from, advances and loans to related parties (19,554) (1,532) - - Cash proceed from disposal of investments - 54,279-54,279 Net cash received from disposal of equipment 6,073 13, Net cash (used in) provided from investing activities 310,753 (503,941) (239) 170,252 Cash flows from financing activities Proceeds from short-term borrowings 230,000 1,636, Repayments of short-term borrowings (230,000) (1,650,521) - - Repayments of long-term borrowings (333,024) (4,154) - - Interest paid (99,733) (49,728) - - Net cash used in financing activities (432,757) (68,269) - - Net increase (decrease) in cash and cash equivalents 485, ,418 (129,023) (13,087) Cash and cash equivalents at 1 January 3,065,097 3,620, , ,110 Effects of exchange rate changes on balances held in foreign currencies 18 1, Cash and cash equivalents at 31 March 3,551,112 4,135, , ,023 See condensed notes to the 12

14 Condensed notes to the Note Contents 1 General information 2 Basis of preparation and presentation of the interim consolidate and separate 3 Changes in accounting policies 4 Related party transactions and balances 5 Additional cash flow information 6 Other investments 7 Trade and other receivables 8 Investments in subsidiaries, joint ventures and associates 9 Capital expenditure 10 Interest bearing liabilities 11 Trade and other payables 12 Share capital and premium 13 Share-based payment 14 Segment information 15 Earnings per share 16 Dividends 17 Commitments 18 Significant events, disputes and litigation of INTOUCH Group 19 Bank guarantees 20 Events after the reporting period 21 Approval of the interim 13

15 Condensed notes to the These notes form an integral part of the. 1 General information Intouch Holdings Public Company Limited (the Company ) is a public limited company and is incorporated and domiciled in Thailand and its registered office is at 29 th 30 th floor, SJ Infinite One Business Complex, 349 Vibhavadi-Rangsit Road, Chompol, Chatuchak, Bangkok, The Company was listed on the Stock Exchange of Thailand ( SET ) in August As at 31 March 2017, the principle shareholder of the Company is Singtel Global Investment Pte. Ltd., holding 21.0%, Anderton Investments Pte. Ltd., holding 12.27% and Aspen Holdings Limited 7.23% (31 December 2016: Singtel Global Investment Pte. Ltd., 21.0% and Aspen Holdings Limited 19.5%). The Company, subsidiaries, joint ventures and associates, collectively called INTOUCH Group, are principally engaged in the satellite, internet, telecommunications, and media and advertising businesses. Detail of the Company s subsidiaries and associates was as follows: Country of Ownership Name of the entity Type of business incorporation interest Subsidiaries Thaicom Public Company Limited and its Group ( THAICOM ) Operating transponder services for domestic & international communications, sale of user terminal of IPSTAR, broadband content services, sale of direct television equipment, internet data center services, internet services, satellite uplink-downlink services, broadcasting television service & telecommunication, printing & publishing of business telephone directories, banner advertising, telephone network services, mobile contents, and engineering development services on communication technology & electronics. Unit: % March December Thailand I.T. Applications and Service Company Limited ( ITAS ) Providing computer program and related services. Thailand Intouch Media Company Limited and its Group ( Intouch Media ) ITV Public Company Limited and its Group ( ITV ) Matchbox Company Limited ( MB ) To do business in relation to broadcasting and television, including other related businesses. At present, ITV has ceased its operation (notes 17.1 and 18.2) having previously operated a television broadcasting station under a UHF radio-television broadcasting agreement, provided by the Office of the Permanent Secretary of the Office of the Prime Minister. At present, MB has ceased its operation, having previously provided advertising services and production of advertisements for radio and television broadcast. Thailand Thailand Thailand

16 Condensed notes to the Country of Ownership Name of the entity Type of business incorporation interest Associates Advanced Info Service Public Company Limited and its Group ( AIS ) Operating a 2.1-GHz, 1.8-GHz and 900MHz cellular telephone system, service provider of online data communications via telephone land line & optical fiber, telecom & network operator, broadcasting network services or television, importer & distribution of handset & accessories, and other related services. Unit: % March December Thailand Associates under Venture Capital (excluded investment in debt security of Venture Capital, shown in long-term investments) Ookbee Company Limited ( OOKBEE ) Meditech Solution Company Limited ( Meditech ) Service provider and developer of digital publication, e-booking and multimedia platform. A manufacturer and vendor of eye blink communication aids for paralytics and disabled people. Thailand Thailand Sinoze Company Limited ( Sinoze ) Create and develop games on smart phone and tablet. Thailand Playbasis PTE Limited ( Playbasis ) Golfdigg Company Limited ( Golfdigg ) Wongnai Media Company Limited ( Wongnai ) Service provider and developer for the digital gamification platform. Service provider for the golf course booking platform and other golf-related services. Developer of website and application to review and search for restaurants & lifestyle, including e-voucher Singapore Thailand Thailand Basis of preparation and presentation of the interim consolidated and separate 2.1 Basis of preparation of the 1) The interim are prepared on a condensed basis in accordance with Thai Accounting Standard (TAS) 34 (revised 2016) Interim Financial Reporting; guidelines promulgated by the Federation of Accounting Professions (FAP); applicable rules and regulations of the Thai Securities and Exchange Commission, the SET and generally accepted accounting principles in Thailand. Also, these interim are prepared according to the notification of the Department of Business Development regarding The Brief Particulars in the Financial Statements (No. 2) B.E ) The interim are prepared to provide an update on the for the year ended 31 December They do not include all of the financial information required for full annual but focus on new activities, events and circumstances to avoid repetition of information previously reported. Accordingly, these interim should be read in conjunction with the of the Company and its subsidiaries for the year ended 31 December ) The interim are presented in Thai Baht, which is the Company s functional currency. All financial information presented in Thai Baht has been rounded in the notes to the to the nearest thousand unless otherwise stated. 15

17 Condensed notes to the 4) The accounting policies and methods of computation applied in these interim are consistent with those applied in the for the year ended 31 December 2016 except that the Group has changed the accounting policies. The impact of the change is disclosed in note 3 of the interim. 5) The preparation of interim in conformity with Thai Financial Reporting Standards (TFRS) requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. 6) In preparing these interim, the significant judgments made by management in applying the INTOUCH Group s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the for the year ended 31 December ) INTOUCH Group has adopted the new and revised TFRSs that are announced by the FAP and become effective for the for the period beginning on or after 1 January 2017 onwards. These TFRSs have no material impact on the presentation and/or disclosure in the current period financial statements of INTOUCH Group. The change in accounting policies impacted from TAS 27 (revised 2016) Separate Financial Statements was disclosed in the interim finance statements note Financial status of ITV Public Company Limited and its Group ( ITV ) As at 31 March 2017, ITV s current liabilities exceed its current assets by an amount of Baht 1,688 million and deficit in excess of its share capital by an amount of Baht 1,689 million (31 December 2016: Baht 1,692 million and Baht 1,693 million, respectively). The consolidated of the Company as at 31 March 2017 have consolidated the financial statements of ITV. Accordingly, the recorded assets amounting to Baht 1,206 million represent 2.1% of consolidated total assets (31 December 2016: Baht 1,201 million, represented 2.2%) and liabilities amounting to Baht 2,895 million represent 13.4% of consolidated total liabilities (31 December 2016: Baht 2,894 million, represented 17.1%), and therefore, the recorded deficit in excess of ITV s issued share capital amounting to Baht 1,689 million (31 December 2016: Baht 1,693 million) has been taken up in full in the consolidated financial statements. Due to the fact that the Company s legal liability for any losses incurred by ITV is limited to the Company s share paid to ITV s capital. In the event that ITV is unable to continue its operations, the Company s consolidated net liabilities as at 31 March 2017 and 31 December 2016 would be adjusted to reduce by Baht 1,689 million and Baht 1,693 million, respectively. The retained earnings and shareholders equity as at 31 March 2017 and 31 December 2016 would be increased by Baht 1,689 million and Baht 1,693 million, respectively. In the Separate Financial Statements, the Company does not continue to recognise further share of losses of ITV in the equity method. This is because the Company s investment in ITV is reduced to zero and due to the Company s legal liability for any losses incurred by ITV is limited to the Company s share paid to ITV s capital. However, the Company resumes recognizing its share of profit from ITV only after its share of the profits equals the share of losses not recognised. 3 Changes in accounting policies From 1 January 2017, INTOUCH Group has adopted TAS 27 (revised 2016) Separate Financial Statements, which includes the equity method as an accounting option in addition to the cost method or the fair-value method (has not effective yet). The equity method is in accordance with TAS 28 Investments in Associates and Joint Ventures, and the change in accounting policy is to be applied retrospectively. INTOUCH Group has elected to change accounting policy relating to investments in subsidiaries, joint ventures and associates in the separate from cost method to equity method. This has impacted to the accounting policy applied to the for the year ended 31 December

18 Condensed notes to the The change of the accounting policy has affected to the restatement of particular items shown below (however, there has been no impact on the consolidated ). Impacts of change in As previously accounting reported policy As restated Statements of financial position opening balance as at 1 January 2016 Assets Non-current assets Investments in subsidiaries 3,951,954 3,800,397 7,752,351 Investments in associates 8,567,295 12,022,457 20,589,752 Equity Retained earnings Unappropriated 164,404 11,481,582 11,645,986 Other components of equity 33,290 4,341,272 4,374,562 Statements of financial position opening balance as at 31 December 2016 Assets Non-current assets Investments in subsidiaries 3,951,954 4,046,258 7,998,212 Investments in associates 8,523,629 9,818,501 18,342,130 Equity Retained earnings Unappropriated 102,044 9,529,532 9,631,576 Other components of equity 31,975 4,335,227 4,367,202 17

19 Condensed notes to the Impacts of change in As previously accounting reported policy As restated Statements of income for the three-month period ended 31 March 2016 Income Dividend income 8,098,667 (8,098,667) - Share of profit of investments in subsidiaries - 262, ,588 in associates - 3,258,183 3,258,183 Other incomes 37,132 4,983 42,115 Net profit before finance costs and income tax expense 8,036,938 (4,572,913) 3,464,025 Profit for the period 8,036,547 (4,572,913) 3,463,634 Profit attributable to owners of the Company 8,036,547 (4,572,913) 3,463,634 Earnings per share attributable to owners of the Company (Baht per share) Basic earnings per share 2.51 (1.43) 1.08 Diluted earnings per share 2.51 (1.43)

20 Condensed notes to the Impacts of change in As previously accounting reported policy As restated Statements of comprehensive income for the three-month period ended 31 March 2016 Profit for the periods 8,036,547 (4,572,913) 3,463,634 Items that are or may be reclassified to profit or loss Foreign currency translation differences for foreign operations - (20,018) (20,018) Net change in fair value of available-for-sale investments 4,201 (2,374) 1,827 4,201 (22,392) (18,191) Items that will never be reclassified to profit or loss Share of other comprehensive income from associates - 27,066 27,066-27,066 27,066 Other comprehensive income, net of income tax 4,201 4,674 8,875 Total comprehensive income for the period 8,040,748 (4,568,239) 3,472,509 Total comprehensive income attributable to: Owners of the Company 8,040,748 (4,568,239) 3,472,509 Statements of cash flow for the three-month period ended 31 March 2016 Cash flows from operating activities Profit for the period 8,036,547 (4,572,913) 3,463,634 Adjustments for Gain from disposal of investments (25,274) (4,983) (30,257) Share of profit of investments in subsidiaries - (262,588) (262,588) associates - (3,258,183) (3,258,183) Dividend income (8,098,667) 8,098,667 - Net cash used in operating activities (183,339) - (183,339) 19

21 Condensed notes to the 4 Related party transactions and balances Enterprises and individuals that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, INTOUCH Group, including holding companies, subsidiaries and fellow subsidiaries are related parties of INTOUCH Group. Associates and individuals owning, directly or indirectly, an interest in the voting power of INTOUCH Group that gives them significant influence over the enterprise, key management personnel of INTOUCH Group and close members of the family of these individuals and companies associated with these individuals also constitute related parties. In considering each possible related party relationship, attention is directed to the substance of the relationship, and not merely the legal form. Transactions among INTOUCH Group are transactions among the Company, its subsidiaries, joint ventures and associates, also the transactions with management and other related companies of the Company, including with major shareholder s group are recognised as related party transactions of the Company. INTOUCH Group conducted transactions with related parties in the ordinary course of business, the terms of which were negotiated on an arm s length basis and according to normal trade conditions. Significant transactions with related parties were as follows: Consolidated Separate For the three-month period ended 31 March Sales of goods and services Subsidiaries Interest income Joint ventures Interest income 22,432 21, Rental income 4,350 9, Consultant income and others 2,632 3, ,414 34, Associates Mobile content services 46,453 61, Accounting program services 33,745 28, Transponder lease 16,312 16, Call center and voice services 16,329 16, Rental income and others 2,865 2, , , Related parties Rental income

22 Condensed notes to the Consolidated Separate For the three-month period ended 31 March Purchase of goods and services, including dividend paid Subsidiaries Accounting program services and other expenses Joint ventures Rental and other expenses 1,607 1, Associates Rental and other expenses 6,433 6, Related parties Rental and other expenses 1,547 1, Dividend transactions Dividend income Subsidiaries , ,066 Associates 5,159,634 7,805,601 5,159,634 7,805,601 5,159,634 7,805,601 5,475,244 8,098,667 Dividend paid Directors Major shareholders 2,090,746 3,207,543 2,090,746 3,207,543 2,091,038 3,208,111 2,091,038 3,208,111 Balances with related parties were as follows: Consolidated Separate March December March December Trade accounts and notes receivable Joint ventures Associates 22,120 37, Related parties 57,580 60, Total 79,850 98, Less allowance for doubtful accounts (57,232) (59,526) - - Net 22,618 38, Accrued income Joint ventures Associates 69,027 50, ,033 50, Other receivable Subsidiaries - - 2, Associates Related parties ,

23 Condensed notes to the Consolidated Separate March December March December Dividend receivable Subsidiaries ,610 - Associates 5,159,634-5,159,634-5,159,634-5,475,244 - Amounts due from, advances and loans to related parties Joint ventures 161, , Associates 1,127 1,339 1,127 1, , ,662 1,127 1,339 Current investment in debenture through private funds, managed by independent fund manager Subsidiaries ,981 60,221 Associates 38,569 38,607 38,569 38,607 38,569 38, ,550 98,828 Long-term loans to related parties Joint ventures 2,063,313 2,145, Movements of loan to related parties (included in amounts due from, advances and loans to related parties) were as follows: Consolidated For the three-month period ended 31 March Opening balance at 1 January 18, ,521 Repayments - (18,321) Unrealised gain (loss) on currency translation (700) (3,564) Balance at 31 March 17, ,636 Loan in consolidated is a short-term loan to a joint venture, which is a call loan bearing interest rate at London Inter-Bank Offered Rate ( LIBOR ) plus margin. Movements of long-term loan to a related party were as follows: Consolidated For the three-month period ended 31 March Opening balance at 1 January 2,145,947 2,161,864 Unrealised loss on currency translation (82,634) (51,297) Balance at 31 March 2,063,313 2,110,567 22

24 Condensed notes to the Long-term loan is a ten years loan to a joint venture bearing interest rates at LIBOR plus margin. Consolidated Separate March December March December Trade accounts and notes payable Joint ventures Associates 1,884 1, Related parties 1,877 1, Total 4,093 4, Other payable Subsidiaries Joint ventures 5, Associates 5,917 7, Related parties Total 12,275 8, Amounts due to and loans from related parties Subsidiaries Associates Other non-current liabilities Associates 2,514 2, Management compensation Directors remuneration and key management personnel compensation comprised of: Consolidated Separate For the three-month period ended 31 March Short-term benefit Directors remuneration 17,279 13,969 9,695 8,050 Key management compensation 24,826 28,171 9,978 14,210 Total management benefit expenses 42,105 42,140 19,673 22,260 Long-term benefit Included in administrative expenses Current service costs Share-based payment 2,677 2,751 2,425 2,499 Included in finance costs Interest on obligation Total long-term management benefit expenses 3,884 3,880 2,946 2,983 Total 45,989 46,020 22,619 25,243 23

25 Condensed notes to the Directors remuneration Directors remuneration represents monthly allowance, meeting allowance, daily expense allowance (per diem) and bonus which are paid to chairman of the board, independent directors, and non-executive directors as approved by the Annual General Meeting of shareholders of the Company and INTOUCH Group. Commitments and other agreements with related parties As at 31 March 2017, the significant commitments with related parties are as follows: 1. The Company and certain associates entered into agreements with a subsidiary, under which the subsidiary committed to maintain accounting programme service for one year with an option to renew one year each. The parties have the right to terminate the agreement by giving at least three-month advance written notice. As at 31 March 2017, the Company and associates committed to pay the subsidiary for services in respect of the agreements at approximately Baht 44 million on consolidated and approximately Baht 1 million on the separate (31 December 2016: nil as the agreement had matured). 2. A subsidiary entered into agreements with associates, under which the subsidiary committed to provide transponder service, advisory service and Thaicom 4 (IPSTAR) bandwidth service. As at 31 March 2017, associates committed to pay the subsidiary for the service of the agreements at Baht 18 million and approximately USD 1 million (31 December 2016: Baht 20 million and approximately USD 1 million). 5 Additional cash flow information Significant non-cash items were as follows: Consolidated Separate For the three-month period ended 31 March Purchase of property, plant and equipment and other intangible assets - by liabilities 11,500 3, Other investments Consolidated Separate March December March December Current investments Short-term deposit 2,622,697 3,114, , ,000 Debt securities available for sale 3,000,293 2,980,763 1,318,232 1,310,572 5,622,990 6,095,623 1,498,232 1,490,572 Long-term investments (included investment in debt security of Venture Capital) Investment in other company 57,555 57,555 57,555 57,555 Less impairment loss on investment (25,000) (25,000) (25,000) (25,000) 32,555 32,555 32,555 32,555 Total 5,655,545 6,128,178 1,530,787 1,523,127 24

26 Condensed notes to the 7 Trade and other receivables Consolidated Separate March December March December Trade receivables Trade and notes receivable 1,621,876 1,816, Accrued income 869, , Less allowance for doubtful accounts (371,496) (352,498) - - 2,120,238 2,119, Other receivables 409, ,552 7,521 6,668 Total 2,529,582 2,477,263 7,521 6,668 Consolidated March December Note Trade and notes receivable Related parties 4 79,850 98,193 Other parties 1,542,026 1,718,614 Total 1,621,876 1,816,807 Accrued income Related parties 4 69,033 50,386 Other parties 800, ,016 Total 869, ,402 Total trade receivables and accrued income 2,491,734 2,472,209 Less allowance for doubtful accounts (371,496) (352,498) Net 2,120,238 2,119,711 Aging analyses for trade accounts receivable and notes receivable were as follows: Consolidated March December Within credit terms 480, ,073 Overdue: Less than 3 months 474, , months 207, , months 129, ,604 Over 12 months 329, ,727 1,621,876 1,816,807 Less allowance for doubtful accounts (371,496) (352,498) Net 1,250,380 1,464,309 25

27 Condensed notes to the 8 Investments in subsidiaries, Joint ventures and associates Movements of investments in subsidiaries, joint ventures and associates were as follows: Consolidated Separate financial financial statements statements Investment in subsidiaries Opening balance at 1 January 2017 as previously reported - 3,951,954 Impacts of change in accounting policy note 3-4,046,258 Opening balance at 1 January 2017 as restated - 7,998,212 Share of profits equity method - 99,654 Dividend received - (315,610) Share of other comprehensive income - 1,306 Unrealised gain (loss) on currency translation - (44,546) Balance at 31 March ,739,016 Investment in joint ventures Opening balance at 1 January ,555,265 - Share of profits equity method 12,197 - Unrealised gain (loss) on currency translation (68,016) - Balance at 31 March ,499,446 - Investment in associates Opening balance at 1 January 2017 as previously reported 18,342,130 8,523,629 Impacts of change in accounting policy note 3-9,818,501 Opening balance at 1 January 2017 as restated 18,342,130 18,342,130 Share of profits equity method 3,106,808 3,106,808 Dividend received (5,159,634) (5,159,634) Share of other comprehensive income 3,790 3,790 Balance at 31 March ,293,094 16,293,094 Investment in joint arrangement joint ventures SHEN SHEN is established in Singapore and is a joint venture between THAICOM and Asia Mobile Holding Pte Limited. High Shopping High Shopping is established in Thailand and is a joint venture between Intouch Media and Hyundai Home Shopping. 26

28 Condensed notes to the Investments in joint ventures and associates, and dividend for the periods then ended were as follows: Consolidated Ownership Dividend income interest Paid-up capital Cost method Equity method for the three-month period ended March December March December March December March December 31 March Currency (%) (in Thousand) (in Thousand Baht) (in Thousand Baht) (in Thousand Baht) Joint ventures SHEN SGD 14,658 14, , ,639 1,373,609 1,417, High Shopping Baht 500, , , , , , Total 392, ,639 1,499,446 1,555, Consolidated Ownership Dividend income interest Paid-up capital Cost method Equity method for the three-month period ended March December March December March December March December 31 March Currency (%) (in Thousand) (in Thousand Baht) (in Thousand Baht) (in Thousand Baht) Associates AIS Baht 2,973,095 2,973,095 8,382,316 8,382,316 16,149,212 18,198,248 5,159,634 7,805,601 Venture Capital Investments* 220, , , , Total 8,603,287 8,603,287 16,293,094 18,342,130 5,159,634 7,805,601 Less impairment (79,658) (79,658) Net 8,523,629 8,523,629 16,293,094 18,342,130 5,159,634 7,805,601 * Excluded investment in debt security of Venture Capital 27

29 Condensed notes to the Investments in subsidiaries and associates, and dividend for the periods then ended were as follows: Separate Ownership Dividend income interest Paid-up capital Cost method Equity method for the three-month period ended March December March December March December March December 31 March Currency (%) (in Thousand) (in Thousand Baht) (in Thousand Baht) (in Thousand Baht) Subsidiaries THAICOM Baht 5,479,970 5,479,970 3,612,974 3,612,974 7,434,273 7,686, , ,066 ITV Baht 6,033,487 6,033,487 3,297,255 3,297, ITAS Baht 10,000 10,000 10,000 10, , , MB Baht 58,980 58, , ,946 52,939 53, Intouch Media Baht 279, , , , , , Total 7,321,175 7,321,175 7,739,016 7,998, , ,066 Less impairment (3,369,221) (3,369,221) Net 3,951,954 3,951,954 7,739,016 7,998, , ,066 Associates AIS Baht 2,973,095 2,973,095 8,382,316 8,382,316 16,149,212 18,198,248 5,159,634 7,805,601 Venture Capital Investments* 220, , , , Total 8,603,287 8,603,287 16,293,094 18,342,130 5,159,634 7,805,601 Less impairment (79,658) (79,658) Net 8,523,629 8,523,629 16,293,094 18,342,130 5,159,634 7,805,601 * Excluded investment in debt security of Venture Capital 28

30 Notes to the Significant transactions during the three-month period ended 31 March 2017 of INTOUCH Group was as follows: Dividend payment of Lao Telecommunications Company Limited ( LTC ) At the Annual General Meeting of the shareholders of LTC, held on 2 February 2017, the shareholders approved the appropriation of dividend from 2016 operation of USD 26 million. 9 Capital expenditure Capital expenditure as at 31 March 2017 was as follows: Consolidated Intangible assets Property, under Other plant and operating intangible equipment agreements assets Cost Opening balance at 1 January ,772,735 26,232,910 3,921,079 Acquisitions 73,094-9,056 Transfers and adjustments (990) Disposals (12,182) - - Write-off (32,406) - (49,361) Foreign currencies translation adjustment (1,139) - (3,345) Balance at 31 March ,799,112 26,233,096 3,877,429 Accumulated depreciation and amortisation Opening balance at 1 January 2017 (5,331,849) (17,028,162) (1,588,954) Depreciation and amortisation (234,016) (498,670) (33,743) Transfers and adjustments Disposals 7, Write-off 32,326-49,361 Foreign currencies translation adjustment (1,265) - 3,511 Balance at 31 March 2017 (5,527,125) (17,526,832) (1,569,825) Allowance for impairment Opening balance at 1 January 2017 (158) - (1,482,804) Balance at 31 March 2017 (158) - (1,482,804) Net book value Opening balance at 1 January ,440,728 9,204, ,321 Balance at 31 March ,271,829 8,706, ,800 The other intangible assets in the consolidated mainly were goodwill from business combination and the development of Thaicom 4 (IPSTAR) technology. 29

31 Notes to the Separate Building Other and equipment intangible assets Cost Opening balance at 1 January ,679 71,471 Acquisitions Disposals (25,273) (49,361) Balance at 31 March ,204 22,163 Accumulated depreciation and amortisation Opening balance at 1 January 2017 (93,102) (64,219) Depreciation and amortisation (4,359) (618) Disposals 25,264 49,361 Balance at 31 March 2017 (72,197) (15,476) Net book value Opening balance at 1 January ,577 7,252 Balance at 31 March ,007 6, Interest bearing liabilities Consolidated 31 March 31 December Current liabilities Short-term borrowings 230, ,000 Current portion of long-term borrowings 695, ,664 Current portion of finance lease liabilities 7,769 8, , ,871 Non-current liabilities Long-term borrowings 4,188,745 4,684,647 Debenture 4,410,443 4,489,180 Finance lease liabilities 32,909 35,162 8,632,097 9,208,989 Total 9,565,057 10,167,860 30

32 Notes to the The movements in the borrowings were as follows: Consolidated For the three-month ended 31 March Opening balance at 1 January 10,167,860 11,723,675 Additions 230,000 1,636,134 Repayments (563,024) (1,654,675) Amortisation of finance cost Investment in intercompany debenture (79,000) (477) Foreign currency translation adjustment (191,042) (143,966) At 31 March 9,565,057 11,560,956 Borrowing facilities As of 31 March 2017, INTOUCH Group has unutilised loan facilities made available by various financial institutions in an aggregate amount of Baht 6,230 million and USD 30 million (31 December 2016: Baht 5,959 million and USD 91 million) on the consolidated and Baht 1,010 million (31 December 2016: Baht 1,010 million) on the separate. 11 Trade and other payables Consolidated Separate March December March December Note Trade payables Related parties 4 4,093 4, Other parties 402, , Total 406, , Other payables 1,344,720 1,909,474 44,035 84,112 Total 1,751,220 2,406,512 44,035 84, Share capital and premium Movements in share capital and premium were as follows: Issued and fully paid-up shares Authorised number of Number Ordinary Share shares of shares shares premium Total (in Thousand shares) (in Thousand Baht) Balance at 31 December ,000,000 3,206,420 3,206,420 10,347,863 13,554,283 Balance at 31 March ,000,000 3,206,420 3,206,420 10,347,863 13,554,283 31