AUDITOR'S REPORT ON REVIEW OF INTERIM ... - CS LoxInfo

AUDITOR’S REPORT ON REVIEW OF INTERIM FINANCIAL STATEMENTS 

To the Shareholders of CS Loxinfo Public Company Limited 

I have reviewed the accompanying consolidated and company balance sheet as at 31 March 2007, and the related 

consolidated and company statements of income, changes in shareholders' equity and cash flows for the three-month 

period ended 31 March 2007 of CS Loxinfo Public Company Limited and its subsidiaries and of CS Loxinfo Public 

Company Limited, respectively. The Company's management is responsible for the correctness and completeness of 

information in these interim financial statements. My responsibility is to issue a report on these financial statements 

based on my review. The interim consolidated and company financial statements (before restatement), for the threemonth 

period ended 31 March 2006 of CS Loxinfo Public Company Limited and its subsidiaries and of CS Loxinfo 

Public Company Limited were reviewed by the another auditor from the same firm as myself, whose report dated 

9 May 2006 stated that nothing had come to his attention that caused him to believe that the interim financial 

statements were not presented fairly, in all material respects, in accordance with generally accepted accounting 

principles. The consolidated and company statements of income, changes in shareholders’ equity and cash flows 

(before restatement), for the three-month period ended 31 March 2006, are part of the aforementioned interim 

financial statements. 

I conducted my review in accordance with the standard on auditing applicable to review engagements. This standard 

requires that I plan and perform a review to obtain moderate assurance as to whether the financial statements are free 

of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures 

applied to financial data and thus provides less assurance than an audit, and accordingly, I do not express an audit 

opinion. 

Based on my review, nothing has come to my attention that causes me to believe that the interim consolidated and 

company financial statements referred to above are not presented fairly, in all material respects, in accordance with 

generally accepted accounting principles. 

The consolidated and company financial statements (before restatement), for the year ended 31 December 2006 of 

CS Loxinfo Public Company Limited and its subsidiaries and of CS Loxinfo Public Company Limited, respectively, 

were audited by another auditor of the same firm as myself and his report dated 22 February 2007 expressed an 

unqualified opinion on those statements. As discussed in Note 2 to the financial statements, from 1 January 2007 the 

Company has changed its accounting policy for investments in subsidiaries in the company financial statements from 

equity method to cost method to comply with the Federation of Accounting Professions' announcement. The 

Company has applied retrospective adjustments. Therefore, the company balance sheet, as at 31 December 2006, as 

part of the consolidated and company financial statements audited by the another auditor from the same firm as 

myself, which a report was issued as stated above, and the interim company financial statements, for the three-month 

period ended 31 March 2006, presented for comparative purposes, are restated. 

Prasit Yuengsrikul 

Certified Public Accountant (Thailand) No. 4174 

PricewaterhouseCoopers ABAS Limited 

Bangkok 

10 May 2007

CS Loxinfo Public Company Limited 

Balance Sheets 

As at 31 March 2007 and 31 December 2006 

ASSETS 

Consolidated 

Company 

Unaudited Audited Unaudited Audited 

31 March 31 December 31 March 31 December 

2007 2006 2007 2006 

Restated 

Notes Baht ’000 Baht ’000 Baht ’000 Baht ’000 

Current assets 

Cash and cash equivalents 922,221 779,014 231,875 177,706 

Trade accounts receivable and 

accrued income, net 5,14 623,679 323,453 132,758 144,078 

Amounts due from related parties 14 628 162 282 420 

Inventories, net 163,854 113,342 5,862 7,181 

Advance payments to a related party for services 14 1,676 8,336 1,676 8,336 

Other current assets 54,486 42,372 16,518 9,387 

Total current assets 1,766,544 1,266,679 388,971 347,108 

Non-current assets 

Investments in subsidiaries and an associate 6 3,724 3,693 963,825 957,635 

Long-term investment - other 2,560 2,551 - - 

Property and equipment, net 7 335,732 334,945 173,205 199,840 

Equipment under concession 

agreements, net 7 8,580 13,272 8,580 13,272 

Intangible assets, net 7 42,949 47,793 15,654 17,088 

Goodwill, net 8 719,040 739,158 - - 

Deferred tax assets 9 78,707 84,033 28,811 29,430 

Withholding tax, net 73,257 97,362 47,106 47,250 

Deposits 25,952 25,760 13,403 13,395 

Total non-current assets 1,290,501 1,348,567 1,250,584 1,277,910 

Total assets 3,057,045 2,615,246 1,639,555 1,625,018 

Director _________________________________ Director _________________________________ 

Date _________________________________ 

The notes to the interim consolidated and company financial statements on pages 8 to 30 are an integral part of these 

interim financial statements. 

2


Balance Sheets (Continued) 

As at 31 March 2007 and 31 December 2006 

LIABILITIES AND 

SHAREHOLDERS’ EQUITY 

Consolidated 

Company 

Unaudited Audited Unaudited Audited 


2007 2006 2007 2006 

Restated 


Current liabilities 

Trade accounts payable 14 315,788 306,240 196,737 190,825 

Other accounts payable 14 8,069 26,672 451 7,847 

Amounts due to related parties 14 5,087 2,528 2,010 35 

Foreign currency forward contracts 

payable, net 108 707 - - 

Unearned income and advances received 

from customers 646,484 210,716 113,968 112,148 

Accrued expenses 14 60,202 105,368 22,110 46,074 

Provision from acquisition of investment 10 122,121 - 122,121 - 

Other current liabilities 28,290 22,906 11,171 7,530 

Total current liabilities 1,186,149 675,137 468,568 364,459 

Non-current liabilities 

Provision from acquisition of investment 10 - 120,765 - 120,765 

Other non-current liabilities 10,920 10,909 9,706 9,695 

Total non-current liabilities 10,920 131,674 9,706 130,460 

Total liabilities 1,197,069 806,811 478,274 494,919 

Shareholders’ equity 

Share capital 

Authorised share capital - ordinary shares 11 649,020 649,020 649,020 649,020 

Issued and paid-up share capital - ordinary shares 625,000 625,000 625,000 625,000 

Premium on share capital 992,142 992,142 992,142 992,142 

Retained earnings 

Appropriated 

Legal reserve 18 45,636 45,636 45,636 45,636 

Unappropriated 163,809 107,301 (501,497) (532,679) 

Total parent's shareholders’ equity 1,826,587 1,770,079 1,161,281 1,130,099 

Minority interests 19 33,389 38,356 - - 

Total shareholders’ equity 1,859,976 1,808,435 1,161,281 1,130,099 

Total liabilities and shareholders’ equity 3,057,045 2,615,246 1,639,555 1,625,018 



3


Statements of Income (Unaudited) 

For the three-month periods ended 31 March 2007 and 2006 

Consolidated 

Company 

Unaudited Unaudited Unaudited Unaudited 

31 March 31 March 31 March 31 March 

2007 2006 2007 2006 

Restated 


Revenues 14 

Revenues from sales and services 606,467 581,763 353,743 354,178 

Other income 11,047 8,060 3,031 6,827 

Share of net results from investments - equity method 32 5 - - 

Total revenues 617,546 589,828 356,774 361,005 

Expenses 14 

Cost of sales and services 337,773 322,833 243,986 236,008 

Selling and administrative expenses 187,072 168,232 68,796 66,208 

Directors’ remuneration 14 760 675 750 675 

Loss on foreign exchange 475 1,174 168 212 

Total expenses 526,080 492,914 313,700 303,103 

Profit before interest expense and income tax 91,466 96,914 43,074 57,902 

Interest expense (1,356) (1,360) (1,356) (1,356) 

Profit before income tax 90,110 95,554 41,718 56,546 

Income tax 13 (31,803) (34,660) (10,536) (14,008) 

Profit before minority interests 58,307 60,894 31,182 42,538 

Profit attributable to minority interests, net 19 (1,799) 460 - - 

Net profit for the period 56,508 61,354 31,182 42,538 

Basic and diluted earnings per share (Baht) 4 

Net profit for the period 0.09 0.10 0.05 0.07 



4


Statements of Changes in Shareholders’ Equity (Unaudited) 


Consolidated (Baht ’000) 

Issued and Premium 

paid-up on share Legal Minority 

share capital capital reserve Retained interests 

Notes (Note 11) (Note 11) (Note 18) earnings (Note 19) Total 

Opening balance at 1 January 2006 625,000 992,142 35,006 486,597 19,740 2,158,485 

Legal reserve 18 - - 3,069 (3,069) - - 

Net profit for the period - - - 61,354 - 61,354 

Decrease in minority interests - - - - (460) (460) 

Closing balance as at 31 March 2006 625,000 992,142 38,075 544,882 19,280 2,219,379 

Opening balance at 1 January 2007 625,000 992,142 45,636 107,301 38,356 1,808,435 


Acquisition of shares in a subsidiary 19 - - - - (6,766) (6,766) 

Increase in minority interests 19 - - - - 1,799 1,799 

Closing balance as at 31 March 2007 625,000 992,142 45,636 163,809 33,389 1,859,976 

The notes to the interim consolidated and company financial statements on pages 8 to 30 are an integral part of these interim financial statements. 

5


Statements of Changes in Shareholders’ Equity (Unaudited) (Continued) 


Company (Baht ’000) 

Issued and Premium 

paid-up on share Legal Retained 

share capital capital reserve earnings Minority Total 

Notes (Note 11) (Note 11) (Note 18) (Restated) interests (Restated) 

Opening balance at 1 January 2006 625,000 992,142 35,006 486,597 - 2,138,745 

Prior period adjustment 2 - - - (617,295) - (617,295) 

Opening balance at 1 January 2006 - as restated 625,000 992,142 35,006 (130,698) - 1,521,450 

Legal reserve 18 - - 3,069 (3,069) - - 


Closing balance as at 31 March 2006 - as restated 625,000 992,142 38,075 (91,229) - 1,563,988 

Opening balance at 1 January 2007 625,000 992,142 45,636 107,301 - 1,770,079 

Prior period adjustment 2 - - - (639,980) - (639,980) 

Opening balance at 1 January 2007 - as restated 625,000 992,142 45,636 (532,679) - 1,130,099 


Closing balance as at 31 March 2007 625,000 992,142 45,636 (501,497) - 1,161,281 

The notes to the interim consolidated and company financial statements on pages 8 to 30 are an integral part of these interim financial statements. 

6


Statements of Cash Flows (Unaudited) 


Consolidated 

Company 

Unaudited Unaudited Unaudited Unaudited 


2007 2006 2007 2006 

Restated 

Note Baht ’000 Baht ’000 Baht ’000 Baht ’000 

Cash flows receipts from operating activities 12 211,734 265,267 71,422 63,370 

Cash flows from investing activities 

Payment for long-term investment - other (9) (2) - - 

Payment for acquisition of additional shares in 

a subsidiary (6,190) - (6,190) - 

Proceeds from reduction in share capital of a subsidiary - - - 200,000 

Payments for acquisitions of equipment (61,404) (26,485) (11,203) (21,594) 

Payments for acquisitions of intangible assets (4,653) (7,452) (30) (2,072) 

Proceeds from sale of equipment 623 1 52 1 

Proceeds from sale of intangible assets 3,000 - - - 

Net cash flows used in investing activities (68,633) (33,938) (17,371) 176,335 

Cash flows from financing activities 

Repayments of finance leases - (255) - - 

Net cash flows used in financing activities - (255) - - 

Net increase in cash and cash equivalents 143,101 231,074 54,051 239,705 

Cash and cash equivalents, opening balance 779,014 774,028 177,706 223,232 

Effects of exchange rate changes 106 (419) 118 (64) 

Cash and cash equivalents, closing balance 922,221 1,004,683 231,875 462,873 

Supplementary information for cash flows: 

Withholding tax deducted at source 17,578 8,423 7,755 6,764 

Interest paid - 4 - - 

Non-cash transactions 

Acquisitions of equipment through credit 7,469 16,905 451 13,506 

Acquisitions of intangible assets through credit 600 1,500 - - 



7


Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements 


1 Basis of preparation 

These interim consolidated and company financial statements have been prepared in accordance with Thai 

generally accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Accounting 

Standards issued under the Accounting Profession Act B.E. 2547, and the financial reporting requirements of 

the Securities and Exchange Commission. The primary financial statements (i.e., balance sheets, statements 

of income, changes in shareholders’ equity and cash flows) have been prepared in the full format as required 

by the Securities and Exchange Commission. The notes to the interim financial statements have been 

prepared in a condensed format according to Thai Accounting Standard No. 41: ‘Interim Financial 

Reporting’, and additional information is presented as required by the Securities and Exchange Commission. 

CS Loxinfo Public Company Limited (“the Company”) and its subsidiaries are collectively referred to as 

“the Group”. 

An English version of the interim consolidated and company financial statements have been prepared from the 

interim financial statements that are in the Thai language. In the event of a conflict or a difference in 

interpretation between the two languages, the Thai language interim financial statements shall prevail. 

The Company entered into concession agreements with CAT Telecom Public Company Limited (“CAT”) 

for a period of 22 years from 9 August 1994 to 8 August 2016 to provide satellite uplink-downlink and 

satellite internet services, and to provide internet services in Thailand for a period of ten years from 16 April 

1997 to 15 April 2007. Currently, the National Telecommunications Commission (“NTC”) is responsible for 

granting licenses to provide Internet access services in Thailand. 

The Company and its subsidiary received one-year Type I licenses from NTC to provide Internet access 

services for one year from 8 September 2006 to 7 September 2007 and 29 June 2006 to 28 June 2007, 

respectively. According to the conditions specified by NTC, if the authorised licensee is not in significant 

violation of the conditions as specified in the license, NTC will consider renewing the license as a normal 

procedure. 

Certain equipment that the Company has been using is equipment for which the title has been transferred to 

CAT under a concession contract, for which such contract will expire on 15 April 2007. The Company is 

currently in the process of purchasing the equipment from CAT, as presented in Note 7. 

The preparation of financial statements in conformity with Thai generally accepted accounting principles 

requires management to make estimates and assumptions that affect the reported amounts of assets and 

liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and 

the amounts of revenues and expenses in the reported periods. Although these estimates are based on 

management’s best knowledge of current events and actions, actual results may differ from those estimates. 

The accounting principles applied may differ from generally accepted accounting principles adopted in other 

countries and jurisdictions. The accompanying interim consolidated and company financial statements are 

therefore not intended to present the financial position and results of operations and cash flows in 

accordance with jurisdictions other than Thailand. Consequently, these interim consolidated and company 

financial statements are only addressed to those who are informed about Thai generally accepted accounting 

principles and practices. 

Costs that are incurred unevenly during the financial year are recognised as expenses or deferred in 

the interim report only if it would also be appropriate to anticipate or defer such costs at the end of 

the financial year. 

As at 31 March 2007, the Group employs 1,005 people (31 December 2006: 997 people). 

8




1 Basis of preparation (Continued) 

These interim financial statements should be read in conjunction with the 2006 annual financial statements. 

These interim consolidated and company financial statements have been approved for issue by the Board of 

Directors on 10 May 2007. 

Amendment to Accounting Standards effective in 2007 and 2008 

On 2 May 2007, the Federation of Accounting Professions (“FAP”) has announced the amendment to Thai 

Accounting Standards (“TAS”) as followings: 

TAS No. 25 “Cash Flow Statements” 

TAS No. 33 “Borrowing Costs” 

TAS No. 44 “Consolidated and Separate Financial Statements” 

TAS No. 45 “Investment in Associates” 

TAS No. 46 “Interests in Joint Ventures” 

TAS No. 49 “Construction Contracts” 

The effective date for the revised TAS No. 44 “Consolidated and Separate Financial Statements”, TAS No. 

45 “Investment in Associates” and TAS No. 46 “Interests in Joint Ventures” is for the accounting periods 

beginning on or after 1 January 2007. The effects relating to the revised standards are stated in Note 2. 

TAS No. 25 “Cash Flow Statements”, TAS No. 33 “Borrowing Costs” and TAS No. 49 “Construction 

Contracts” will be effective for the accounting periods beginning on or after 1 January 2008. 

2 Change in accounting policy 

Notifications of the Federation of Accounting Professions No.26/2549 dated 11 October 2006 and 

No.32/2549 dated 3 November 2006 relating to amendment of TAS 44 “Consolidated Financial Statements 

and Accounting for Investment in Subsidiaries” and TAS 45 “Accounting for Investments in Associates” 

require a change from the equity method of accounting to the cost method of accounting for investment in 

subsidiaries and associates presented in the separate financial statements. Under the cost method, income 

from investment will be recognised when the right to receive payment is established. The notification is 

mandatory from 1 January 2007. The change has an impact on the separate financial statements only and 

does not affect the consolidated financial statements. 

The Group has adopted the cost method commencing from 1 January 2007 by applying retrospective 

adjustments. The effects of the change to the company balance sheet as of 31 December 2006 and the 

company statement of income for the three-month period ended 31 March 2006 are as follows: 

Company 

Baht ’000 

Balance sheet as of 31 December 2006 

Decrease in investments in subsidiaries and an associate 639,980 

Shareholders’ equity 

Decrease in beginning balance of retained earnings 617,295 

Decrease in closing balance of retained earnings 639,980 

Statement of income for the three-month period ended 31 March 2006 

Decrease in share of net results from investments - equity method 39,928 

Decrease in administrative and selling expenses 21,112 

Decrease in net profit 18,816 

Decrease in basic earnings per share (Baht) 0.03 

Decrease in diluted earnings per share (Baht) 0.03 

9




3 Segment information 

Financial information by business segment: 

For the three-month period ended 31 March 2007 (Baht ’000) 

Satellite 

uplinkdownlink 

services 

Internet 

services 

Media and 

advertising 

Mobile 

contents 

Consolidation 

eliminations 

Group 

Revenues 6,185 346,975 214,833 45,393 (6,919) 606,467 

Share of net results from 

investment in an associate - 32 - - - 32 

Total revenues 6,185 347,007 214,833 45,393 (6,919) 606,499 

Segment results 1,528 39,625 34,085 5,657 - 80,895 

Operating profit 80,895 

For the three-month period ended 31 March 2006 (Baht ’000) 

Satellite 

uplinkdownlink 

services 

Internet 

services 

Media and 

advertising 

Consolidation 

eliminations 

Group 

Revenues 9,262 349,128 223,607 (234) 581,763 

Share of net results from 

investment in an associate - 5 - - 5 

Total revenues 9,262 349,133 223,607 (234) 581,768 

Segment results 3,080 39,118 47,830 - 90,028 

Operating profit 90,028 

Thailand is the home country of the Group and the operating territory. 

The Group is organised into the following business segments: 

• Satellite uplink-downlink services 

• Sales and services relating to the Internet business 

• Media and advertising 

• Mobile contents. 

10




4 Basic and diluted earnings per share 

Basic earnings per share is calculated by dividing the net profit for the period attributable to ordinary 

shareholders by the weighted average number of ordinary shares in issue and paid up during the period. 

For the diluted earnings per share, the weighted average number of ordinary shares in issue and paid up is 

adjusted to assume conversion of all potential dilutive ordinary shares, which is the weighted average 

number of ordinary shares which would be issued on the conversion of all the dilutive potential ordinary 

shares into ordinary shares. The assumed proceeds from the exercise of ESOP would be considered to have 

been received from the issue of shares at fair value. These represent share options where the exercise price is 

less than the average market price of the Company’s shares for the three-month ended 31 March 2007. 

Basic and diluted earnings per share are as follows: 

Consolidated 

Company 

For the three-month period ended 31 March 2007 2006 2007 2006 

Restated 

Net profit (Baht ’000) 

- As previously reported 56,508 61,354 31,182 61,354 

- Prior period adjustment (Note 2) - - - (18,816) 

- As restated 56,508 61,354 31,182 42,538 

Number of shares (’000 Shares) 625,000 625,000 625,000 625,000 

The effect of dilutive potential ordinary shares 

(ESOP Grant IV) 1,460 - 1,460 - 

Diluted shares (’000 Shares) 626,460 625,000 626,460 625,000 

Basic earnings per shares (Baht) 

- As previously reported 0.09 0.10 0.05 0.10 

- Prior year adjustment (Note 2) - - - (0.03) 

- As restated 0.09 0.10 0.05 0.07 

The effect of dilutive potential ordinary shares 

(ESOP Grant IV) - - - - 

Diluted earnings per share (Baht) 0.09 0.10 0.05 0.07 

As at 31 March 2007 and 2006, the outstanding warrants in connection with the share option plan of the 

directors, employees, and advisors of the Company did not affect the diluted earnings per share since the 

average share price for the period calculated from the opening period or the date the warrants were granted to 

the reporting period was below the exercise price of the outstanding warrants. 

11




5 Trade accounts receivable and accrued income, net 

Consolidated 

Company 


2007 2006 2007 2006 

Baht ’000 Baht ’000 Baht ’000 Baht ’000 

Trade accounts receivable: 

- Third parties 652,874 318,601 108,708 107,087 

- Related parties (Note 14) 55,312 67,148 25,212 40,257 

Total trade accounts receivable 708,186 385,749 133,920 147,344 

Accrued income: 

- Third parties 11,869 12,156 4,907 3,880 

- Related parties (Note 14) 2,509 1,354 2,584 1,354 

Total accrued income 14,378 13,510 7,491 5,234 

Total trade accounts receivable and 

accrued income 722,564 399,259 141,411 152,578 

Less Allowance for doubtful accounts (98,885) (75,806) (8,653) (8,500) 


accrued income, net 623,679 323,453 132,758 144,078 

Outstanding trade accounts receivable - third parties, associates and subsidiaries as at 31 March 2007 and as 

at 31 December 2006 can be analysed as follows: 

Consolidated 

Company 


2007 2006 2007 2006 


Current 304,418 81,816 64,302 53,201 

Overdue less than 3 months 233,033 90,146 46,984 61,933 

Overdue 3-6 months 7,831 34,809 7,399 7,678 

Overdue 6-12 months 78,497 105,307 6,346 10,853 

Overdue more than 12 months 84,407 73,671 8,889 13,679 

708,186 385,749 133,920 147,344 

Less Allowance for doubtful 

accounts (98,885) (75,806) (8,653) (8,500) 

Trade accounts receivable, net 609,301 309,943 125,267 138,844 

As at 31 March 2007, the Group had allowances for doubtful accounts of Baht 98.9 million (31 December 

2006: Baht 75.8 million) and the Company’s allowances for doubtful accounts were Baht 8.7 million 

(31 December 2006: Baht 8.5 million). In view of the collection history, management believes that the 

allowances for doubtful account are appropriate. 

12




6 Investments in subsidiaries and an associate 

a) Investments in subsidiaries and an associate as at 31 March 2007 and 31 December 2006 comprise: 

Consolidated 

Company 


2007 2006 2007 2006 

Restated 


Investment recorded as cost method 

Investment in subsidiaries - - 963,773 957,583 

Investment in an associate - - 52 52 

Total - - 963,825 957,635 

Investment recorded as equity method 

Investment in an associate 3,724 3,693 - - 

Total 3,724 3,693 - - 

b) Movements in investments in subsidiaries and an associate for the three-month period ended 31 March 

2007 are as follows: 

Consolidated Company 

(Equity method) (Cost method) 

For the three-month period ended 31 March 31 March 

2007 2007 

Restated 

Baht ’000 Baht ’000 

Opening net book value 

- As previously reported 3,693 1,597,615 

- Prior year adjustment (Note 2) - (639,980) 

Opening net book value - as restated 3,693 957,635 

Share of net profit from investment 31 - 

Acquisition of investment in a subsidiary - 6,190 

Closing net book value 3,724 963,825 

On 2 February 2007, the Company acquired 480,000 ordinary shares in Loxley Information Services 

Company Limited (“Loxserv”) from CAT Telecom Public Company Limited at Baht 12.90 per share, 

representing 1.85% of share capital, at a total price of Baht 6.2 million. As a result, the Company owns 

96.04% of Loxserv following this acquisition. Negative goodwill recognised from the acquisition of 

these ordinary shares in Loxserv of Baht 0.58 million (Note 8) is recognised as income in the statement 

of income based on the remaining weighted average useful life and future benefit of non-monetary 

assets of Loxserv for a period of four years. 

13




6 Investments in subsidiaries and an associate (Continued) 

c) The details of investments in subsidiaries and an associate can be summarised as follows: 

% of holding 

31 March 31 December 

Name Business Country Currency 2007 2006 

Subsidiaries 

Loxley Information Services 

Company Limited 

Teleinfo Media Public Company 

Limited 

AD Venture Company Limited 

Providing Internet 

services 

Publishing telephone 

directories and 

advertising 

Holding company 

- mobile contents 

Thailand Baht 96.04 94.19 


Thailand Baht 100.00 - 

Associate 

CS Loxinfo Solutions Company 

Limited 

In the process of 

liquidation 


Subsidiaries of AD Venture 

Company Limited Group 

Shineedotcom Company Limited 

and subsidiaries 

Mobile contents Thailand Baht 70.00 70.00 

Hunsa Dot Com Company Limited Banner advertising Thailand Baht 100.00 100.00 

Sodamag Corp Company Limited Banner advertising Thailand Baht 100.00 100.00 

d) Carrying values of investments in subsidiaries and an associate are as follows: 

Consolidated - 31 March 2007 (Baht ’000) 

(Equity method) 

Paid-up % of 

capital Investment Cost 

Associate: 

CS Loxinfo Solutions Company Limited 5,000 44.99 52 

Consolidated - 31 December 2006 (Baht ’000) 

(Equity method) 

Paid-up % of 


Associate: 


14




6 Investments in subsidiaries and an associate (Continued) 

d) Carrying values of investments in subsidiaries and an associate are as follows: (Continued) 

Company - 31 March 2007 (Baht ’000) 

(Cost method) 

Paid-up % of 


Subsidiaries: 

Loxley Information Services Company Limited 260,100 96.04 252,487 

Teleinfo Media Public Company Limited 173,534 100.00 675,322 

AD Venture Company Limited 620,000 100.00 35,964 

Total 963,773 

Associate: 


Total 963,825 

Company - 31 December 2006 (Baht ’000) 

(Cost method) 

Restated 

Paid-up % of 


Subsidiaries: 

Loxley Information Services Company Limited 260,100 94.19 246,297 

Teleinfo Media Public Company Limited 173,534 100.00 675,322 

AD Venture Company Limited 620,000 100.00 35,964 

Total 957,583 

Associate: 


Total 957,635 

15




7 Capital expenditure and commitments 


Equipment 

under Intangible 

Buildings concession assets 

& equipment contracts - other Total 

Transactions during the three-month 

period ended 31 March 2007 

Opening net book value 334,945 13,272 47,793 396,010 

Additions 46,504 - 950 47,454 

Transfers, net (6,622) 6,622 - - 

Disposal, net (583) - (1,907) (2,490) 

Depreciation / amortisation charges (38,512) (11,314) (3,887) (53,713) 

Closing net book value 335,732 8,580 42,949 387,261 

As at 31 March 2007 

Cost 1,553,546 207,171 96,085 1,856,802 

Less Accumulated depreciation / 

accumulated amortisation (1,217,814) (198,591) (36,334) (1,452,739) 

Accumulated impairment loss - - (16,802) (16,802) 

Net book value 335,732 8,580 42,949 387,261 


Equipment 

under Intangible 

Buildings concession assets 

& equipment contracts - other Total 

Transactions during the three-month 

period ended 31 March 2007 

Opening net book value 199,840 13,272 17,088 230,200 

Additions 3,807 - 30 3,837 

Transfers, net (6,622) 6,622 - - 

Disposal, net (56) - - (56) 

Depreciation / amortisation charges (23,764) (11,314) (1,464) (36,542) 

Closing net book value 173,205 8,580 15,654 197,439 


Cost 765,221 207,171 27,066 999,458 

Less Accumulated depreciation / 

accumulated amortisation (592,016) (198,591) (11,412) (802,019) 

Net book value 173,205 8,580 15,654 197,439 

As at 31 March 2007, an impairment loss of intangible assets amounting to Baht 16.8 million in the 

subsidiary has been recognised because the anticipated net discounted future cash flow from the continuing 

use of the asset is less than the carrying amount of this asset. The subsidiary has used the discounted rate of 

12% per annum to calculate the net future cash flow. 

16




8 Goodwill 


Negative 

Goodwill goodwill Total 

Transactions during the three-month period 

ended 31 March 2007 

Opening net book value 747,015 (7,857) 739,158 

Increase from additional acquisition of a subsidiary (Note 6 b) - (576) (576) 

Recognition / amortisation charges (21,112) 1,570 (19,542) 

Closing net book value 725,903 (6,863) 719,040 


Cost 941,331 (11,346) 929,985 

Less Recognition / accumulated amortisation (215,428) 4,483 (210,945) 

Net book value 725,903 (6,863) 719,040 

9 Deferred income tax 

Deferred income taxes are calculated in full on temporary differences based on the liability method using a 

principal tax rate of 25% for the interim company financial statements (2006 : 25%) and 25% - 30% for 

the interim consolidated financial statements (2006 : 25% - 30%). 

Deferred tax assets for tax loss carried forward are recognised to the extent that it is probable that future 

taxable profit will be available against which the temporary differences can be utilised. The subsidiaries 

have tax loss carried forward to offset future taxable income which is not recognised in the interim 

consolidated financial statements as follows: 

Expired year 

Million Baht 

2007 28 

2008 21 

2009 40 

2010 54 

2011 222 

2012 1 

Total 366 

17




9 Deferred income tax (Continued) 

The movement in deferred tax assets for the three-month period ended 31 March 2007 is as follows:: 


For the three-month period ended 31 March 2007 

Recognition 

Unearned income of income 

Allowance for Allowance for and advances and cost 

Deferred tax Loss carried doubtful obsolete received from of telephone 

assets forward accounts inventories customers books Depreciation Total 

Opening balance 18,108 21,428 615 22,955 12,686 8,241 84,033 

Charged to 

statement 

of income (4,664) 2,147 (195) (596) (2,448) 430 (5,326) 

Closing balance 13,444 23,575 420 22,359 10,238 8,671 78,707 



Recognition 

Unearned income of income 

Allowance for Allowance for and advances and cost 

Deferred tax Loss carried doubtful obsolete received from of telephone 

assets forward accounts inventories customers books Depreciation Total 

Opening balance 114,567 28,774 354 34,545 12,298 6,436 196,974 

Charged to 

statement 

of income (34,367) 1,388 64 (705) (1,437) 397 (34,660) 

Closing balance 80,200 30,162 418 33,840 10,861 6,833 162,314 



Unearned income 

Allowance for Allowance and advances 

Loss carried doubtful for obsolete received from 

Deferred tax assets forward accounts inventories customers Depreciation Total 

Opening balance - 2,125 588 22,874 3,843 29,430 

Charged to statement 

of income - 38 (196) (576) 115 (619) 

Closing balance - 2,163 392 22,298 3,958 28,811 



Unearned income 

Allowance for Allowance and advances 

Loss carried doubtful for obsolete received from 

Deferred tax assets forward accounts inventories customers Depreciation Total 

Opening balance 30,305 7,284 326 33,220 3,381 74,516 

Charged to statement 

of income (14,136) 171 64 (222) 115 (14,008) 

Closing balance 16,169 7,455 390 32,998 3,496 60,508 

Deferred income tax assets and liabilities are offset for the purpose of financial statement presentation when 

there is a legally enforceable right to offset the income taxes levied by the same taxation authority. 

18




10 Provision from acquisition of investment 

On 29 June 2005, the Company acquired an additional 25.51 million common and preferred shares in Teleinfo 

Media Public Company Limited (“TMC”) at Baht 25 per share (representing a 36.75% shareholding) from TOT 

Public Company Limited (“TOT”). The acquisition was subject to the following significant conditions: 

• On 29 June 2005, the Company paid an amount of Baht 20 per share to purchase these shares. 

• The Company will pay TOT an additional Baht 5 per share if TMC achieves an aggregate total revenue 

from the fiscal year 2006 to 2007 of Baht 2,000 million or more. The payment is due within 30 days 

after TMC’s financial statements for the year ending 31 December 2007 are approved by a certified 

public accountant authorised by the Securities and Exchange Commission. 

Provision from acquisition of investment amounting to Baht 122.12 million was derived from the purchase 

of common and preferred shares from TMC. In connection with this acquisition, the Company has a 

commitment to pay an additional amount for the shares of Baht 127.5 million to TOT in 2008. The Company 

has estimated that the additional amount will be paid and has, therefore, recognised the provision for this 

obligation at its present value using discounted future cash flow at a rate of 4.6%, which reflects the market 

assessments at the date of acquisition, the time value of money and the risks specific to the liability. As the 

Company recorded this provision from acquisition of investment using the discounted future cash flow 

method, the net book value of the provision will increase in each subsequent period. The Company has 

recognised the increase in the provision as a financial cost, which is included in interest expense in the 

income statement for the three-month period ended 31 March 2007, amounting to Baht 1.36 million. 

Movements of the provision from acquisition of investment for the periods are as follows: 

Consolidated 

Company 

For the three-month periods ended 31 March 2007 2006 2007 2006 


Opening provision form acquisition 

of investment balance 120,765 115,340 120,765 115,340 

Charged to income statement 1,356 5,425 1,356 5,425 

Closing provision form acquisition 

of investment balance 122,121 120,765 122,121 120,765 

11 Share capital and premium on share capital 


Number of Ordinary Premium on 

shares shares share capital Total 

’000 Shares Baht ’000 Baht ’000 Baht ’000 

Issued and paid-up share capital 

As at 31 December 2006 625,000 625,000 992,142 1,617,142 

As at 31 March 2007 625,000 625,000 992,142 1,617,142 

The Company’s registered share capital as at 31 March 2007 comprised 649 million ordinary shares 

(31 December 2006: 649 million shares) of Baht 1 each (31 December 2006: Baht 1 each). 625 million 

ordinary shares were fully paid-up (31 December 2006: 625 million ordinary shares). 

19




11 Share capital and premium on share capital (Continued) 

At the Board of Director’s meeting of the Company held on 22 February 2007, the Board of Directors passed 

a resolution to approve the allocation of 8,354,400 ordinary shares, equivalent to 1.34% of the Company’s 

total paid-up share capital as at the date on which the warrant allocation will be approved, under an ESOP 

scheme (Grant V), by granting warrants to directors and employees of the Company and its subsidiary. The 

exercise ratio will be one warrant per ordinary share. The warrants will be in registered form and will be 

non-transferable. The term of the warrants will not exceed five years from the date on which they are granted 

and the warrants will have no offering price. The exercise price will be the weighted-average closing price of 

the Company’s shares traded on the Stock Exchange of Thailand for the period of 30 days prior to the 

shareholders’ meeting on 23 April 2007. One-third of the allocated warrants may be exercised to purchase 

ordinary shares; one year from the grant date for the first exercise, and two years and three years from the 

grant date for the second and third exercises, respectively. The Board of Directors will propose this to the 

shareholders for approval. 

As a result of the payment of interim dividend on 4 September 2006, the exercise ratio of the warrants issued 

under ESOP Grant I, Grant II, Grant III and Grant IV has been affected. At the Board of Directors’ meeting 

of the Company on 22 February 2007, a resolution was passed to approve the registering of 3,475,000 

additional ordinary shares to support the change in the exercise ratio, equivalent to 0.56% of the total issued 

and paid-up share capital of the Company as of 31 March 2007. The Board of Directors will propose this to 

the shareholders for approval. 

At the Board of Directors’ meeting of the Company on 22 February 2007, the Board of Directors passed 

a resolution to recommend to shareholders the payment of dividends for the second half of 2006.The 

proposed dividends must be approved by the shareholders at the annual ordinary shareholders meeting. The 

proposed dividend is greater than 50% of the net profit after tax. As a result, the exercise ratio and exercise 

price of the warrants under the ESOP schemes (Grant I, Grant II, Grant III and Grant IV) will be affected. 

Hence the Company changed the exercise ratio and exercise price of the warrants as detailed below, 

effective from 28 March 2007 onwards. 

Exercise ratio 

Exercise prices 

unit : share 

Baht/unit 

Former New Former New 

ESOP - Grant I 1 : 1.22090 1 : 1.24101 7.371 7.252 

ESOP - Grant II 1 : 1.22090 1 : 1.24101 7.610 7.487 

ESOP - Grant III 1 : 1.19881 1 : 1.21856 5.780 5.686 

ESOP - Grant IV 1 : 1.12898 1 : 1.14758 3.171 3.120 

The details of the warrants of the Company as of 31 March 2007 are as follows: 

Before 

dilution 

Exercise Exercise 

Issued ratio prices Exercise period 

Issued dates units unit : share Baht/unit First Last 

ESOP - Grant I 14 May 2004 3,096,300 1 : 1.24101 7.252 30 May 2004 30 April 2009 

ESOP - Grant II 16 May 2005 2,213,700 1 : 1.24101 7.487 30 May 2005 30 April 2010 

ESOP - Grant III 31 May 2005 8,559,100 1 : 1.21856 5.686 31 May 2006 30 May 2010 

ESOP - Grant IV 31 May 2006 8,354,300 1 : 1.14758 3.120 31 May 2007 30 May 2011 

20




11 Share capital and premium on share capital (Continued) 

Movements in the number of outstanding warrants under the ESOP scheme are as follows: 

For the three-month period ended 31 March 2007 (’000 units) 

ESOP - Grant I ESOP - Grant II ESOP - Grant III ESOP - Grant IV 

Employees Employees Employees Employees Grand Total 

Opening balance 3,096 2,214 8,559 8,354 22,223 

Issued during the period - - - - - 

Exercised during the period - - - - - 

Closing balance 3,096 2,214 8,559 8,354 22,223 

Compensation costs related to the warrants are not recognised in these financial statements for the fair value 

of the non-exercised warrants granted. 

21




12 Cash flows from operating activities 

Reconciliation of net profit for the three-month periods ended 31 March 2007 and 2006 to cash flows from 

operating activities: 

Consolidated 

Company 


2007 2006 2007 2006 

Restated 


Net profit for the period 56,508 61,354 31,182 42,538 

Adjustments for: 

Depreciation of property and equipment 7 38,512 33,173 23,764 20,051 

Allowance for doubtful accounts 8,463 7,175 1,432 1,655 

Allowance for obsolete inventory 6 256 6 256 

Write-off withholding tax 847 570 - - 

Amortisation of equipment under 

concession agreements 7 11,314 11,215 11,314 7,027 

Amortisation of goodwill 8 21,112 21,112 - - 

Recognition of negative goodwill 8 (1,570) - - - 

Financial expenses for provision from 

acquisition of investment 10 1,356 1,356 1,356 1,356 

Amortisation of intangible assets - other 7 3,887 1,549 1,464 739 

Deferred income tax 9 5,326 34,660 619 14,008 

Loss (gain) on sales of property and 

equipment (40) (1) 4 (1) 

Gain on sales of intangible asset (1,093) - - - 

Unrealised loss (gain) on exchange rate (106) 419 (118) 64 

Share of net profit from investment 

- equity method (32) (5) - - 

Minority interests 19 1,799 (459) - - 

Changes in operating assets and liabilities: 

- trade accounts receivable and accrued 

income (308,689) (317,538) 9,888 (333) 

- amounts due from related parties (466) - 139 (821) 

- inventories (50,518) 15,659 1,313 989 

- advance payment for service to a 

related party 6,659 13,969 6,659 13,969 

- other current assets (12,114) (8,675) (7,131) (4,702) 

- withholding tax 23,258 2,164 144 (6,764) 

- non other current assets (190) 1,294 (7) (2,592) 

- accounts payable and accrued expenses (36,218) (77,242) (18,052) (27,269) 

- amounts due to related parties 2,559 517 1,975 - 

- unearned income and advances 

received from customers 435,767 455,704 1,820 (886) 

- other current liabilities 5,386 5,265 3,640 2,310 

- other non-current liabilities 11 1,776 11 1,776 

Cash flows from operating activities 211,734 265,267 71,422 63,370 

22




13 Income tax expense 

Consolidated 

Company 


2007 2006 2007 2006 


Current tax 26,477 - 9,917 - 

Deferred tax (Note 9) 5,326 34,660 619 14,008 

31,803 34,660 10,536 14,008 

Reconciliation of income tax expense and the results of the accounting profit multiplied by the income tax rate is 

as follows: 

Consolidated 

Company 


2007 2006 2007 2006 

Restated 


Profit before tax 90,110 95,554 41,718 56,546 

Tax rate 27.35% 28.34% 25.00% 25.00% 

The result of the accounting profit 

multiplied by the income tax rate 24,645 27,076 10,429 14,136 

Share of net results from investments - 

equity method 8 (1) - - 

Unearned income 786 2,231 - (2,871) 

Expenses not deductible for tax 

purposes 6,364 5,354 107 2,743 

Tax charge 31,803 34,660 10,536 14,008 

As a listed company, the Company has been granted a discounted tax rate of 25% for five fiscal years from 

2004 to 2008. After the granted period, the applicable tax rate for the Company will be 30%. 

14 Related party transactions 

The Company is an associate of Shin Satellite Public Company Limited, a company incorporated in 

Thailand and a subsidiary of Shin Corporation Public Company Limited (collectively “Shin Group”). Shin 

Broadband Internet (Thailand) Company Limited, which is a wholly owned subsidiary of Shin Satellite 

Public Company Limited, owns 40.02% of the Company’s share capital, and Point Asia Dot Com (Thailand) 

Company Limited, a subsidiary of Loxley Public Company Limited, and Singapore Telecommunications 

Limited, owns 6.61% and 13.45% of the Company’s share capital respectively. Shin Corporation Public 

Company Limited and Singapore Telecommunications Limited are within the group companies of Temasek 

Holdings Pte Limited incorporated in Singapore. Transactions with entities within these group companies 

are recognised as related party transactions of the Company. 

23




14 Related party transactions (Continued) 

The following significant transactions were carried out with related parties: 

a) Revenues 

Sales and services income: 

Consolidated 

Company 


2007 2006 2007 2006 


Major shareholder and its related parties 53,967 26,309 12,614 12,667 

Subsidiaries - - 1,358 234 

Other related parties 2,688 3,763 2,688 3,763 

Other income: 

Major shareholder and its related parties 18 754 18 754 

Subsidiaries - - 920 4,638 

Total revenues 56,673 30,826 17,598 22,056 

b) Expenses 

Purchases of goods and services: 

Consolidated 

Company 


2007 2006 2007 2006 



Subsidiary - - 18,578 18,412 


Other expenses: 

Major shareholder and its related parties 608 7,437 608 3,486 

Subsidiaries - - 437 133 


Total expenses 55,317 50,943 73,106 65,534 

24





c) Outstanding balances arising from sales/purchases of goods/services and expenses 

Consolidated 

Company 


2007 2006 2007 2006 


Trade accounts receivable 


Subsidiaries - - 409 6,341 


55,312 67,148 25,212 40,257 

Less Allowance for doubtful accounts (2,235) (2,076) (600) (600) 

Total trade accounts receivable 53,077 65,072 24,612 39,657 

Accrued income 


Subsidiary - - 75 - 

Total accrued income 2,509 1,354 2,584 1,354 


accrued income 55,586 66,426 27,196 41,011 

Amounts due from related parties 

Major shareholder and its related parties 628 162 - - 

Subsidiary - - 282 420 

Total amounts due from related parties 628 162 282 420 

Advance payment 


Total advance payment 1,676 8,336 1,676 8,336 

Trade accounts payable 


Subsidiaries - - 6,676 7,319 


Total trade accounts payable 38,930 28,850 41,123 31,689 

Account payable of fixed assets 

Major shareholder and its related parties - 5,801 - 5,801 

Total account payable of fixed assets - 5,801 - 5,801 

Amount due to related parties 

Major shareholder and its related parties 3,207 2,485 138 - 

Other related parties 1,880 43 1,872 35 

Total amount due to related parties 5,087 2,528 2,010 35 

Accrued expenses 

Major shareholder and its related parties 405 667 107 667 

Other related parties - 1,624 - 1,624 

Total accrued expenses 405 2,291 107 2,291 

25





d) Warrants of Shin Corporation Public Company Limited and Shin Satellite Public Company 

Limited were granted to members of the Board of Directors of the Company 

Shin Satellite Public Company Limited (“SSA”), the parent company of Shin Broadband Internet 

(Thailand) Company Limited, and Shin Corporation Public Company Limited (“Shin”), the parent 

company of SSA, issued their warrants to members of the Board of Directors of SSA and Shin 

respectively. The warrants of both companies are in registered form, are non-transferable and have 

no offering price. The terms of the warrants do not exceed five years. The details of the warrants 

are shown below: 

Shin Satellite Public Company Limited 

Before dilution 

Exercise ratio Exercise prices Exercise period 

Issued dates Issued units (unit : share) (Baht/unit) First Last 

ESOP - Grant I 27 March 2002 2,436,400 1 : 2.04490 13.081 Expired on 26 March 2007 

ESOP - Grant II 30 May 2003 1,235,200 1 : 2.04490 6.279 30 May 2004 30 May 2008 


ESOP - Grant IV 31 May 2005 929,900 1 : 1.02245 16.441 31 May 2006 31 May 2010 

ESOP - Grant V 31 May 2006 1,099,800 1 : 1 11.870 31 May 2007 31 May 2011 

Shin Corporation Public Company Limited 

Before dilution 

Exercise ratio Exercise prices Exercise period 

Issued dates Issued units (unit : share) (Baht/unit) First Last 

ESOP - Grant I 27 March 2002 18,336,200 1 : 1.06942 16.645 Expired on 26 March 2007 

ESOP - Grant II 30 May 2003 12,222,100 1 : 1.06942 12.782 31 May 2004 30 May 2008 


ESOP - Grant IV 31 May 2005 8,329,800 1 : 1.05540 39.568 31 May 2006 30 May 2010 

ESOP - Grant V 31 July 2006 6,991,100 1 : 1.02307 36.830 31 July 2007 30 July 2011 

e) Directors’ remuneration 

For the three-month period ended 31 March 2007, total directors’ remuneration was Baht 0.76 million 

(For the three-month period ended 31 March 2006: Baht 0.68 million). Directors’ remuneration 

represents meeting fees as approved by the shareholders of the Group and the Company at their annual 

ordinary shareholders’ meetings. 

f) Special reward program of subsidiaries 

Some subsidiaries have granted rights to receive special rewards (“Special Reward Program”) to eligible 

employees. These rights will be granted every year for five consecutive years. The rights will be 

exercisable after the first year and within five years of the date on which they were granted. The Special 

Reward Program Grant I to Grant III shall be calculated based on the improvement in the subsidiaries’ 

operational performance on the exercise date compared with that on the grant date and other factors. 

However, the approved budget for each individual will not be exceeded. The special rewards granted to 

employees of subsidiaries for Grant IV are in the form of warrants of the Company under the ESOP 

program. 

26





f) Special reward program of subsidiaries (Continued) 

Movements in the Special Reward Program are as follows: 

Units 


Opening balance 65,481 

Issued during the period - 

Exercised during the period - 

Closing balance 65,481 

As at 31 March 2007, rights under the special reward program of subsidiaries amounting to 65,481 units 

will expire in 2007. 

g) Warrants of Shin granted to certain directors of AD Venture Company Limited (“ADV”) 

Shin granted its warrants to certain ADV directors in accordance with the Employee Stock Option Plan 

(ESOP) Grant I on 27 March 2002, Grant II on 30 May 2003, Grant III on 31 May 2004, Grant IV on 

31 May 2005 and Grant V on 31 July 2006 amounting to 23.10 million units, 14.48 million units, 10.48 

million units, 10.55 million units and 9.10 million units, respectively. 

The movement in the number of warrants issued and offered to directors and employees is as follows: 

Million units 


Opening balance 30.39 

Issued during the period - 

Exercised during the period - 

Closing balance 30.39 

15 Financial instruments 

The principal financial risk faced by the Group is credit risk. However, the Group has no significant 

concentrations of credit risk. 

The carrying amounts of financial assets and liabilities approximate fair value. 

Foreign currency forward contracts payable, net 

As at 31 March 2007 and 31 December 2006, a subsidiary has entered into foreign currency forward 

contracts to hedge the foreign exchange rate risk in respect of accounts payable. The foreign currency 

forward contracts payable under these contracts are shown below: 

Consolidated 

31 March 2007 31 December 2006 

USD ’000 Baht ’000 USD ’000 Baht ’000 

Within 1 year 197 6,967 2,055 74,595 

Total 197 6,967 2,055 74,595 

27




15 Financial instruments (Continued) 

Consolidated 

Company 


2007 2006 2007 2006 


Foreign currency forward contracts 

payable, net 

Contracts receivable 6,859 73,888 - - 

Contracts payable 6,967 74,595 - - 

Total foreign currency forward contracts 

payable, net 108 707 - - 

Net fair values of derivative financial instruments 

The net fair values of derivative financial instruments at the balance sheet date were: 

Financial derivatives Consolidated Company 


2007 2006 2007 2006 


Foreign currency forward contracts 7,054 73,888 - - 

The net fair values of foreign currency forward contracts and option contracts have been calculated based on 

rates quoted by the Group’s bankers to terminate the contracts at the balance sheet date. 

16 Guarantees 

As at 31 March 2007, the Group had commitments with its bankers, whereby the banks have issued letters of 

guarantee in respect of business contracts and others amounting to approximately Baht 21 million 

(31 December 2006: Baht 24 million). 

17 Commitments 

At 31 March 2007, future minimum lease payments under non-cancellable operating lease agreements are as 

follows: 

Consolidated 

Company 


2007 2006 2007 2006 


Not later than 1 year 51,025 56,311 23,708 34,294 

More than 1 year but less than 5 years 24,634 29,537 19,357 24,455 

Total 75,659 85,848 43,065 58,749 

28




18 Legal reserve 

Movements of the legal reserve are as follows: 

Consolidated 

Company 

For the three-month periods ended 31 March 31 March 31 March 31 March 

2007 2006 2007 2006 


Opening balance 45,636 35,006 45,636 35,006 

Reserve increased during the period - 3,069 - 3,069 

Closing balance 45,636 38,075 45,636 38,075 

Under the Public Limited Company Act., B.E. 2535, the Company is required to set aside as a legal reserve 

at least 5% of its net profit after accumulated deficit brought forward (if any) until the reserve is not less than 

10% of the registered capital. The legal reserve is non-distributable. 

19 Minority interest 

Consolidated Company 

31 March 31 March 

2007 2007 

Baht ’000 Baht ’000 

Opening balance 38,356 - 

Acquisition of shares in a subsidiary (6,766) - 

Share of net profit of a subsidiary 1,799 - 

Closing balance 33,389 - 

20 Credit facilities 

The available credit facilities for borrowings from financial institutions as at 31 March 2007 were Baht 585 

million (31 December 2006: Baht 585 million). 

21 Subsequent events 

a) Approved dividend payment 

At the annual ordinary shareholders’ meeting of the Company held on 23 April 2007, the shareholders 

passed a resolution to approve the dividend payment for 2006 of Baht 0.14 per share, totaling Baht 

87.50 million. 

29




21 Subsequent events (Continued) 

b) Approved dividend payment and allocation of warrants of the Company granted to directors, 

employees of the Company and its subsidiary 

At the annual ordinary shareholders meeting of the Company held on 23 April 2007, the shareholders 

passed a resolution to approve the allocation of 8,354,400 ordinary shares, equivalent to 1.34% of the 

Company’s total issued and paid-up share capital as at the date the warrants allocation was approved, 

under an ESOP scheme (Grant V), by granting warrants to directors and employees of the Company and 

its subsidiary. The exercise ratio is one warrant per ordinary share. The warrants are in registered form 

and are non-transferable. The term of the warrants does not exceed five years from the date on which 

they were granted, and the warrants have no offering price. The exercise price is the weighted-average 

closing price of the Company’s shares traded on the Stock Exchange of Thailand during the period of 

30 days prior to the annual ordinary shareholders meeting held on 23 April 2007. One-third of the 

allocated warrants may be exercised to purchase ordinary shares, one year from the grant date for the 

first exercise, and two years and three years from the grant date for the second and third exercises, 

respectively. The Company is currently in the process of obtaining approval from the Securities and 

Exchange Commission. 

In addition, the shareholders also passed a resolution to approve the increase in registered share capital 

from 649,020,074 ordinary shares at a par value of Baht 1 each to 660,849,474 ordinary shares at a par 

value of Baht 1 each by registering 11,829,400 additional ordinary shares. These newly registered 

ordinary shares will be reserved for exercising the rights under ESOP Grant I to Grant IV (3,475,000 

shares) in accordance with the exercise ratio adjustment. The remaining 8,354,400 newly issued 

ordinary shares will be reserved for the exercise of ESOP Grant V. The increase in the registered share 

capital is currently in the process of registration with the Ministry of Commerce. 

c) The offset of legal reserve and premium on share capital with deficit 

At the annual ordinary shareholders meeting of the Company held on 23 April 2007, the shareholders 

passed a resolution to approve the offset of legal reserve of Baht 45.6 million and premium on share 

capital of Baht 574.5 million, totaling Baht 620.1 million with deficit. The offset is allowed under the 

Public Limited Companies Act section 119; which states “Where approval of the shareholder meeting 

has been obtained, the company may transfer the reserve fund referred to premium on share, the reserve 

fund referred to legal reserve or other reserves to compensate for the deficit of the company”. 

d) Acquisition of Watta Classified Company Limited 

On 25 April 2007, the Company acquired 120,000 common shares of Watta Classified Company 

Limited (“Watta”) at Baht 733.34 per share, equivalent to 60% of the share capital of Watta at a total 

price of approximately Baht 88 million. The Company made payment for the shares on 27 April 2007. 

As a result, Watta and its subsidiaries changed status to be the Company’s subsidiary from the date on 

which control was transferred to the Company. 

e) Acquisition of common shares, land and a building from Point Asia Dot Com (Thailand) 

Company Limited 

At the Board of Director’s meeting of the Company held on 10 May 2007, the Board of Directors 

passed a resolution to approve the acquisition of 991,593 ordinary shares of Loxley Information 

Services Company Limited from Point Asia Dot Com (Thailand) Company Limited at Baht 2.02 per 

share, equivalent to 3.81% of the share capital of Loxley Information Services Company Limited at a 

total price of approximately Baht 2 million. Moreover, the Board of Directors passed a resolution to 

approve the acquisition of the land and building, located at Pattaya and used as the Company’s branch 

office, from Point Asia Dot Com (Thailand) Company Limited, amounting to Baht 3.2 million. 

30

CS LOXINFO PUBLIC COMPANY LIMITED 

INTERIM CONSOLIDATED AND COMPANY 

FINANCIAL STATEMENTS 

31 March 2007

AUDITOR'S REPORT ON REVIEW OF INTERIM ... - CS LoxInfo

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