Annual Report 2019 CS LOXINFO PLC....1. Outsourced Contact Center is a complete call center service...

Annual Report 2019CS LOXINFO PLC.

CONTENTS

Page

Overview

• Financial Highlights 1 - 2

Company Insight

• Business Overview and Revenue Structure Ratio 3 - 5

• General Information of the Company and Subsidiaries 6 - 9

• Major Developments 10 - 13

• Major Shareholders 14

• Management Structure and Directors Team 15 - 21

Financial Reports

• Report of the Independent Certified Public Accountants 22 - 24

• Financial Statements 25 - 34

• Note to the Financial Statements 35 - 95

Unit: Million Baht

Consolidated Financial Statement

Financial Highlights

2018

2,824

1,025

343594

2017

Total revenue Gross margin Net profit EBITDA

2,823

1,058

325565

2019604

3,062

1,056

356

1

The Company’s Operating Results for 2019Unit: Million Baht

Revenue for year 2019 grew up 7% from Y2018. This was mainly come from the continuous growth of Cloud and ICT Solution services which can meet the needs of customers straightforwardly and flexibly according to the usage, under the cooperation with the leading global cloud service partners such as Microsoft Azure, VMware, AWS, and can expand capacity as needed to support new projects in the future. However, net profit for year 2019 decreased by 5% from previous year. This is mainly due to low margin of Cloud and ICT solutions services.

Sales and services relatingto the Internet business

2017 2018 2019

2,387 2,4942,663

289 305 291

Revenue for year 2019 decreased 17% and netprofit was 5 million baht. This was due to discontinuing advertising sales in "Thailand YellowPages" and focusing on digital advertising to embrace the transition into the digital age for SMEs entrepreneurs throughout the country.

Media and Advertising

2017 2018 2019

134

59

19

49

54

Revenue for year 2019 increased 29% from Y2018 and net profit was 60 million baht. This was due to the continuously growth of digital marketing services for corporate customers, including developing mobile applications and websites for corporate.

Voice Info Services,Mobile contentsand Develop application

Net ProfitRevenue

2017 2018 2019

302

32

271

19

350

60

2

3

Business Overview and Revenue Structure Ratio Business Overview ❖ CS LoxInfo Public Company Limited

CS LoxInfo Public Company Limited has been a service provider that provides comprehensive IT support services to leading organizations in Thailand for more than 25 years. Having been steadily growing, we are ready to show our potentials as a one stop ICT service provider. 23 July, 2019: CS LoxInfo announced a big reposition, adjusting its CSL brand's status and enhancing its business strategies under its strengthening 3Ss strategy:

S1-Data Center & Cloud, Solutions, Connectivity & ICT

S2- Managed Service

S3-System Integration

S1-Data Center & Cloud, Solutions, Connectivity & ICT

• Data Center & Cloud, Solutions Data Center and Cloud Solutions are the services that can be customized to meet the needs of each individual business group. Because of our unique strengths, we are able to provide our valued customers with our comprehensive consultation service. Widely recognized as “The Most Multi-Locations Data Centers across Thailand”, we have a total of 9 nationwide locations of data centers covering service areas both in Bangkok and its surrounding suburbs. Besides, we have strategically planned to expand our services into different regions across the country. In addition to our existing certifications officially certified by the International Standard Organization such as ISO 9001, ISO / IEC 20000-1, ISO / IEC 27001, ISO 22301, ISO 50001, ISO 14001, CSA Star and the Company are preparing to officially acquire PCI and Uptime standards while building another new data center in 2020.

• We are open to all carriers (Provider Neutral Providers), including direct connections between members and their Internet service providers both domestic and international via CSL Thai-IX, with superior efficient performance of high-speed data connections.

• Hybrid Cloud Solutions service perfectly combines all capabilities together to completely fulfill our customer needs. In the meantime, our services are also flexible usage-based. In successful collaboration with leading Cloud service providers, we are able to obviously increase our capacity as needed and required to support new projects in the future.

• Internet connectivity is an essential tool significant for corporate customers as the Internet has become a must-have device to productively facilitate all kinds of communication. Looking at the Internet from a

4

competition perspective, we focus on the importance of its development and continuous service all the time in order to provide high quality Internet service. However, competitions and technologies result in lower revenue growth despite the increasing number of customers. Currently, the Company has more than 3,000 corporate customers with 5% of customer’s growth rate by focusing on quality of the service including technical support for both pre-sale and after-sale. Besides, we provide a wide variety of additional services such as security system, email, and high-speed Internet for condominiums, serviced apartments, and small hotels.

S2-Managed Service is a team of experts who are responsible for 24-hour full-service delivery. With their long experience in supplying services to leading organizations in a wide variety of key industries, they can efficiently give advice, design, install, and move the system according to the needs of customers. In addition, they are able to provide an extensive after sales service including system maintenance and management of LAN / WAN, SD-WAN, Firewall, Data Center, Cloud On-Premise, and Cloud Services. S3-System Integration offers modern integration services to fully meet the needs of customers. By collaborating with world-renowned IT Solutions service provider partners, we offer fully integrated solutions or Turnkey service including Computer Hardware, Software, Cloud Solutions, Security Solutions, communication devices suitable for Network and Cabling for our customers to choose according to their needs at a reasonable price.

❖ Teleinfo Media Public Company Limited (TMC) TMC is a technology solution provider that gives services to corporate customers and their users. Various services offered by TMC are as follows. 1. Outsourced Contact Center is a complete call center service provided by our professionals who are expert in modern technologies. Outsourced Contact Center covers services such as Inbound Call to receive complaints and to take orders; Outbound Call to present products or to request customer feedback on overall consumer satisfaction towards such service providers; Online Chat; AI Chat Bot; and other services, which include checking and providing information via social media and Omni Channel Service, etc. 2. Online Advertising Service via Yellow Pages platform is a digital advertising medium for creating websites and website content. This service is thoroughly prepared and professionally delivered by our experts highly specialized in SEO to make some positive changes and to increase visibility that will help improve search engine optimization. 3. Infotainment, a combination of information and entertainment, is offered via service number *49xxxx, featuring content including sports, horoscopes, synopsis of movies and TV series, etc.

5

❖ AD Venture Public Company Limited (ADV)

ADV provides a full range of robust digital marketing services to corporate clients. Its services include digital media management, digital media buying and planning, as well as applications development optimized for mobile phones and websites to serve our corporate customers. Moreover, we provide "Office Anywhere" which is a ready-to-use application development service in organizations. "Office Anywhere" helps increase flexibility in the organization. In addition, ADV is a content aggregator that gathers web content from different online sources and provides entertainment information through mobile phones or websites under the name of Shinee.com.

Revenue Structure Ratio The structure of revenue of the Company’s group pursuant to the consolidated financial statements that have already been audited during 2017, 2018 and 2019 can be classified as follows:

Units : Million Baht

Description by

Holding by CSL

(%) Consolidated Financial Statement (Audited)

2017 2018 2019

Enterprise Data Services (EDS)

CSL

1,416 50% 1,382 49% 1,364 45%

Data Center & Cloud 338 12% 362 13% 385 13%

ICT solutions 514 18% 602 21% 714 23%

Broadband for Condominium 93 3% 125 4% 135 4%

Other value-added for internet services 18 1% 12 0% 7 0%

Revenue from Media and Advertising TMC 99.99 118 4% 40 2% 41 1%

Revenue from Voice info service, Mobile content and Develop application

ADV 99.99 301 11% 270 10% 349 11%

Total Revenue from Sales and Services 2,798 99% 2,793 99% 2,995 97%

Other Income 25 1% 31 1% 67 3%

Total Revenue 2,823 100% 2,824 100% 3,062 100%

6

General Information of the Company and Subsidiaries

CS LoxInfo Public Company Limited (CSL)

Year of Establishment 1994

Nature of Business Provide our corporate customers with solutions for brand range of internet-based services.

Head Office 414 Phaholyothin Road, Samsennai, Phayathai, Bangkok 10400

Branch Office 90 CW Tower A, 17th- 20th Floor, Ratchadapisek Road, Huai Khwang, Huai Khwang, Bangkok, 10310

Home Page www.csl.co.th

Telephone (66) 2263 8000

Fax (66) 2263 8132

Registered Capital 594,514,769 shares

Paid-up Capital Baht 148,628,692.25

Par Value Baht 0.25

http://www.csloxinfo.com/

7

General Information of Subsidiaries

Teleinfo Media Public Company Limited (TMC)

Nature of Business Providing the online advertising platform through Website and Mobile Application for all users and being the outsourced contact center.


Branch Office 1126/2 Vanit Bldg.2, 28th Floor, Room 2803, 2804 New Phetchaburi Road, Makkasan, Ratchathewi, Bangkok 10400

Registration No. 0107548000609

Branch No. 00008

Telephone (66) 2262 8888

Fax (66) 2262 8899

Home Page www.teleinfomedia.co.th, www.yellowpages.co.th, www.typlive.com


Par Value Baht 10

Paid-up Capital Baht 156,544,000

Percent of Investment of CSL 99.99%

http://www.yellowpages.co.th/

8

YellowPages Commerce Company Limited (YPC)

Nature of Business To engage in business concerning advertising and publishing of business and activities to individuals, non- juristic bodies of persons, juristic persons and government sectors by using every type of advertising and operate the business in distribution, supplying, agent for every public relation task.

Head Office 1126/2 Vanit Bldg.2, New Phetchaburi Road, Makkasan, Ratchathewi, Bangkok 10400


Telephone (66) 2262 8888

Fax (66) 2262 8823

Registered Capital 10,000 shares

Par Value Baht 10

Paid-up Capital Baht 100,000

Percent of Investment of TMC 99.94%

9

AD Venture Public Company Limited (ADV)

Nature of Business Content provider through mobile phone, community portal services, and application on smart phone via ISO and android systems.


Branch Office Room 2101, 21st Floor, 1126/2 Vanit Bldg. 2, New Phetchaburi Road, Makkasan, Ratchathewi, Bangkok 10400


Telephone (66) 2262 8888

Fax (66) 2262 8877

Home Page www.adventure.co.th, www.shinee.com, www.hunsa.com


Par Value Baht 10

Paid-up Capital Baht 10,748,130

Percent of Investment of CSL 99.99%

10

Major Developments CS LOXINFO Public Company Limited (CSL), formerly known as CS Communications Company Limited, was established on 20 July 1994 as a joint venture company of CAT Telecommunication Public Company Limited (CAT) and Thaicom Public Company Limited (THCOM). The major business of the Company is the provision of internet data center services, internet and satellite uplink-downlink services for domestic and international communications.

Furthermore, the Company expanded its business into some related businesses by investing in the subsidiaries such as Media and Advertising on Yellow Pages Business and Mobile Content Business in 2005 and 2006, respectively.

The Company changed its status from a limited company to a public limited company since 26 November 2003. Currently, Advanced Wireless Network Co., Ltd. (“AWN”) had become the Company’s major shareholders, which holds 99.58 percent of shares in the Company as at 27 January 2020.

At present, the operation under the CSL’ s Group could be classified into 3 major business categories as follows:

• ICT Business In 2019, this business contributes 87% of consolidated revenue an 82% of

consolidated profit. The main revenue streams were Leased Line Services, Internet Data Center (IDC), Cloud Computing and ICT Solution Services.

• Media and Advertising Business In 2019, this business contributes 2% of consolidated revenue and 1% of consolidated profit. The main revenue streams were online advertising consulting services, which include website creation, B2B e-commerce website, SEO and SEM via www.yellowpages.co.th and Thailand YellowPages Mobile Application, Outsourced Contact Center Services, Voice Service and Digital and Media Solutions.

• Voice Info Services, Mobile Content & Develop application Business In 2019, this business

contributes 11% of consolidated revenue, and 17% of consolidated profit. The main revenue streams were mobile content services and digital marketing services for corporate customers.

11

The Company’s Progress and Development in the past 5 years 2014

• In September, CSL had recognized impairment of goodwill and investment in Teleinfo Media Plc. (a subsidiary which operates the Media and Advertising on YellowPages Business) in amount of Baht 550 million and Baht 443 million, respectively.

• In December, CSL transferred the Company’s legal reserve of Baht 31 million and premium on ordinary shares of Baht 141 million to offset the retained loss arising from the recognition of impairment of goodwill and investment of YellowPages business.

2015

• CSL has started offering the high-speed internet services in some specific areas (Condominium’s customers). The first phase trial serves as condominiums along the Skytrain and Subway lines such as Sukhumvit, Ratchadaphisek, Lat Phrao and Phahon Yothin areas etc., which has good response from users. CSL believes that this service has a potential to grow and can be competitive in the future.

2016 • CSL has continued to expand its Data Center and High-Speed Internet services in targeted areas for

condominium-based customers. At the end of year 2016, CSL has started to construct a 2nd Data Center building at a cost of 60 million Baht. Moreover, CSL has continued to expand into High-Speed Internet services for Condominiums with an anticipated investment of 40 million Baht depending on customers’ response.

2017 • Continued to expand into High-Speed Internet services for Condominiums with an anticipated investment

of 60 million Baht depending on customers’ response.

• On October 6, 2017, the Company has received a Conditional Voluntary Tender Offer letter for acquisition of shares in the Company from Advanced Wireless Network Co., Ltd. (“AWN”, a subsidiary of Advanced Info Service Public Company Limited (“ADVANC”), for the acquisition of up to 100% of the issued and paid-up ordinary shares in the Company (amounting to 594,514,769 shares) at a price of Baht 7.80 per share. The Tender Offeror offers to purchase all of the securities of the Company. In this regard, the Tender Offeror intends to delist the securities of the Company from being the listed securities from the SET within the period of 12 months after the expiry of the Tender Offer Period.

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2018

• On January 23, 2018, the Company received the result of the Tender Offer of shares in the Company from AWN as the Tender Offeror. AWN acquired shares in the Company of 476,196,534 shares or 80.10 percent of the total issued and paid-up ordinary shares of the Company, and become the Company’s major shareholders.

• On March 27, 2018, the Annual General Meeting of Shareholders for the year 2018 has resolved to delist the shares of the Company from being the listed securities from the Stock Exchange of Thailand in accordance with the Letter of Intention to the making of a Tender Offer for the entire securities of the Company for delisting the securities of a Company from the Stock Exchange from AWN. The amount of 594,514,769 shares at the par value of Bath 0.25 per share, totaling Bath 148,628,692.25.

• On April 4, 2018, The Board of Governors of the Stock Exchange of Thailand had approved the delisting of the Company’s securities subject to the condition that AWN requires making of a tender offer for the entire securities of the Company.

• On July 19, 2018, The Board of Governors of SET has approved the delisting of CSL's common stocks from July 26, 2018 onwards. Hence, July 25, 2018 will be the last trading day of CSL's common stocks.

2019

• On July 23, 2019: CS LOXINFO announces to a big reposition, adjusting the brand's look to CSL brand including organizing the business to penetrate the corporate market, pinning no.1 of the country as a one stop ICT service provider.

1. Raised the approach to operate the business under the 3Ss strategy, strengthening from Data Center and Cloud Solutions, Managed Services, System Integration to the enterprise business from upstream to downstream for preparing to compete in the Digital Transformation era as follows:

▪ S-Data Center & Cloud Solutions Data Center Service and Cloud Solutions that can be customized to meet the needs of each business group and provide complete consultation with the strengths of unique services.

▪ S-Managed Service 24-hour expert service team with comprehensive care, with experience providing services to leading organizations in a variety of significant industries, able to consult, design, install or move systems according to customer needs efficiently as well as assisting in the after-sales system covering management of LAN/WAN, SD-WAN, Firewall, Data Center, Cloud On-Premise and Cloud Services.

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▪ S-System Integration the service that combines modern innovation to fit the needs of customers comprehensively by collaborating with world-renowned IT Solutions service partners, offering turnkey integrated solutions for Computer Hardware, Software, Cloud Solutions, Security Solutions, Network communication equipment, and Cabling to allow customers to choose according to their needs at an accessible price.

2. Launched 2 new Data Centers with "Carrier Neutral" strengths that are ready to connect to all networks, designed according to international standards, ensuring data security systems including:

▪ TELLUS 2 is designed according to international standard TIA- 942A, with a modular design that can expand quickly with a maximum capacity of 1,000 racks that support the expansion of IT work according to the needs of organizations of all sizes, and also comes with various facilities that are designed to serve Fully Fault-Tolerant, that guarantee the stability of the service, and the highest service availability, also provide services with ISO 20000, ISO 22301 and ISO 27001.

▪ The Cloud B extends the success of The Cloud A to the Cloud B building with a capacity of more than 350 racks, supporting the expansion of corporate customers, and the growth of Cloud, AI, and IoT technologies, guaranteed by ISO 27001 data security standards, in addition, the building also meets the ISO 50001 energy management standards.

3. Confirming the strength that is more than any other in the market due to the potential of Digital Infrastructures in the AIS group from the main network and professional staffs that ready to take care of the enterprise business to create new opportunities in expanding the business to cope with Digital Disruption.

14

Major Shareholders The top major shareholders of the Company as of January 27, 2020 are as follows:

Name Number of shares Percentage of

investment 1. ADVANCED WIRELESS NETWORK CO., LTD 591,998,224 99.58 2. MR. ROBERT PAUL WALLACE COLLINS 200,000 0.03 3. MR. DONRIT KOONKRITSADA 180,000 0.03 4. MR. ANUTEP PASURA 120,900 0.02 5. MS. JIRAPORN KLAEWTANONG 100,000 0.02

Total 592,599,124 99.68

Source: Major Shareholders' report as of January 27, 2020 prepared by Thailand Securities Depository Co., Ltd.

Information as at January 27, 2020

15

Management Structure and Directors Team

Board of Directors

The Board consists of six qualified and experienced directors in the relevant fields, including telecommunications, finance and accounting, as well as business management. The Board composition and numbers of shares holding are as follows: Name Position Numbers of Shares holding 1

(Dec 31, 2019) 1. Mr. Hui Weng Cheong Chairman of the Board / None

Chairman of the Executive Committee

2. Mr. Anant Kaewruamvongs2 Vice Chairman of the Board / None

Member of the Executive Committee

3. Mr. Tee Seeumpornroj Director / Member of the Executive Committee None

4. Mr. Yongsit Rojsrikul3 Director / Member of the Executive Committee None

5. Ms. Kantima Lerlertyuttitham Director None

6. Dr. Somchai Kittichaikoonkit Director None Total shares hold by The Board of Directors is less than 25 percent of the paid-up capital. (The paid-up capital, as of Dec 31, 2019 was 594,514,769 shares)

1 Numbers of shares included holding by spouse and minor children on December 31, 2019 2 Being appointed as a Vice Chairman of the Board by the resolution of the Board Meeting no.3/2019 on March 21, 2019 with effective on March 21, 2019 3 Being appointed as a Member of the Executive Committee by the resolution of the Board Meeting no.7/2019 on November 25, 2019 with effective on

November 25, 2019

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Information of the Board of Directors Mr. Hui Weng Cheong (Being elected as a Chairman of the Board by the resolution of the Board Meeting no.10/2018 on July 26, 2018 with effective on July 26, 2108) Age 64 Nationality Singaporean Title Chairman of the Board / Chairman of the Executive Committee Shareholding None Relationship with Management None Highest Education Master of Business Administration, University of Southern California, USA Experiences 26 Jul 2018 - Present Chairman of the Board and Chairman of Executive Committee, CS LoxInfo Plc. 29 Jan 2018 - 25 Jul 2018 Director and Chairman of Executive Committee, CS LoxInfo Plc. 2017 - Present Director, Advanced Info Service Plc. 2016 - Present President, Advanced Info Service Plc. 2013 - Present Chief Operating Officer, Advanced Info Service Plc. 2010 - 2013 CEO International, Singapore Telecommunications Ltd. Illegal Record in past 10 years None

Mr. Anant Kaewruamvongs (Being appointed as a Director by the resolution of the Board Meeting no.5/2011 on June 9, 2011 with effective on June 9, 2011 and being appointed as a Vice Chairman of the Board by the resolution of the Board Meeting no.3/2019 on March 21, 2019) Age 58 Nationality Thai Title Vice Chairman of the Board / Member of the Executive Committee Shareholding None Relationship with Management None Highest Education Master Degree in Management, SASIN Graduate Institute of Business

Administration of Chulalongkorn University Experience 21 Mar 19 - Present Vice Chairman of the Board and Member of the Executive Committee, CS LoxInfo Plc. 1 May 2018 - Present Director, Member of the Executive Committee and Chief Executive Officer, Thaicom Plc. 30 Mar 2018 - Present Member of the Executive Committee, Advanced Info Service Plc. 2011 - Present Director and Member of the Executive Committee, CS LoxInfo Plc. 2013 - Apr 2018 Chief Executive Officer and Managing Director, CS LoxInfo Plc. 2005 - 2013 Managing Director, CS LoxInfo Plc. Illegal Record in past 10 years None

17

Mr. Tee Seeumpornroj (Being appointed as a Director by the resolution of the Board Meeting no.2/2018 on January 29, 2018 with effective on January 29, 2018) Age 44 Nationality Thai Title Director / Member of the Executive Committee Shareholding None Relationship with Management None Highest Education Master of Science in Management Science and Engineering, Stanford University, USA Experience 1 Oct 2018 - Present Chief Financial Officer, Advanced Info Service Plc. 29 Jan 2018 - Present Director and Member of Executive Committee, CS LoxInfo Plc. 2017 - 30 Sep 2018 Deputy Chief Financial Officer, Advanced Info Service Plc. 2016 - 2017 Chief Financial Officer, The Mall Group Co., Ltd. 2013 - 2016 Chief Financial Officer, Thai Solar Energy Plc. 2013 - 2016 Financial Advisor, The Mall Group Co., Ltd. Illegal Record in past 10 years None

Mr. Yongsit Rojsrikul (Being appointed as a Director by the resolution of the Board Meeting no.10/2018 on July 26, 2018 with

effective on July 26, 2018 and being appointed as a Member of the Executive Committee by the resolution of the Board Meeting no.7/2019 on November 25, 2019 with effective on November 25, 2019) Age 55 Nationality Thai Title Director / Member of the Executive Committee Shareholding None Relationship with Management None Highest Education Master of Business Administration, California State University, USA Experience 25 Nov 19 - Present Member of the Executive Committee, CS LoxInfo Plc. 26 Jul 18 - Present Director, CS LoxInfo Plc. 2 May 18 - Present Chief Enterprise Business Officer, Advanced Wireless Network Co., Ltd. (A subsidiary

Company of Advanced Info Service Plc.) 2012 - 2014 Governor, Mass Rapid Transit Authority of Thailand (MRTA) 2007 - 2011 Director and Member of Executive Committee, CS LoxInfo Plc. 1991 - 2011 Executive Vice President, Thaicom Plc. Illegal Record in past 10 years None

18

Ms. Kantima Lerlertyuttitham (Being appointed as a Director by the resolution of the Board Meeting no.10/2018 on July 26, 2018 with effective on July 26, 2018) Age 49 Nationality Thai Title Director Shareholding None Relationship with Management None Highest Education Master of Psychology Counseling Service, Rider University, USA Experience 26 Jul 2018 - Present Director, CS LoxInfo Plc. 2016 - Present Group Chief Human Resources Officer, Intouch Holdings Plc. 2015 - Present Chief Human Resources Officer, Advanced Info Service Plc. 2013 - 2015 Deputy Chief Operation Officer, MC Group Plc. 2011 - 2013 Chief Human Resources Officer, Prudential Life Insurance (Thailand) Plc. 2007 - 2011 Human Resources Director, Central Watson (Thailand) Co., Ltd. Illegal Record in past 10 years None

Dr. Somchai Kittichaikoonkit (Being appointed as a Director by the resolution of the Board Meeting no.10/2018 on July 26, 2018 with effective on July 26, 2018) Age 53 Nationality Thai Title Director/ Acting Managing Director Shareholding None Relationship with Management None Highest Education Doctorate Degree in Electronic Engineering, Tohoku University, Japan Experience 1 Jan 2020 - Present Acting Managing Director, CS LoxInfo Plc. 26 Jul 2018 - Present Director, CS LoxInfo Plc. 1 Jun 2018 - 31 Dec 2019 Acting Chief Executive Officer and Managing Director, CS LoxInfo Plc. 2014 - Present Vice President - Marketing and Sales, CS LoxInfo Plc. 2009 - 2014 Senior Director - Marketing, CS LoxInfo Plc. 1999 - 2009 Director - Marketing, CS LoxInfo Plc. Illegal Record in past 10 years None

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As of December 31, 2019

20

Directors’ Shareholding in the Company and its subsidiaries

Name

Position

CS LoxInfo Plc. Teleinfo Media Plc. AD Venture Plc. YellowPages Commerce Ltd.

Ordinary Shares (shares) Ordinary Shares (shares) Ordinary Shares (shares) Ordinary Shares (shares)

31Dec 18

Changes during 2019 31Dec

19 31Dec

18


19 31Dec

18


19 31Dec

18


19 Increase Decrease Increase Decrease Increase Decrease Increase Decrease

1 Mr. Hui Weng Cheong Chairman of the Board / Chairman of the EXCOM

- - - - - - - - - - - - - - -

2 Mr. Anant Kaewruamvongs 1

Vice Chairman of the Board / Member of the EXCOM

- - - - 1 - - 1 1 - - 1 - - - -

3 Mr. Tee Seeumpornroj

Director / Member of the EXCOM

- - - - - - - - - - - - - - - -

4 Mr. Yongsit Rojsrikul 2 Director /

Member of the EXCOM - - - - - - - - - - - - - - - -

5 Ms. Kantima Lerlertyuttitham

Director - - - - - - - - - - - - - - - -

6 Dr. Somchai Kittichaikoonkit

Director - 2 - 2 - - - - - - - - - - - -

1 Being appointed as a Vice Chairman of the Board by the resolution of the Board Meeting no.3/2019 on March 21, 2019 with effective on March 21, 2019 2 Being appointed as a Member of the Executive Committee by the resolution of the Board Meeting no.7/2019 on November 25, 2019 with effective on November 25, 2019

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Directors Remuneration

The Company’s policy is to remunerate only independent directors and external directors. The remuneration structure of directors is as follows:

Position

2019 Remuneration (Baht) 2018 Remuneration (Baht)

Monthly Retainer

Meeting Allowance

Annual retainer [Bonus]

Monthly Retainer

Meeting Allowance

Annual retainer [Bonus]

The Board of Directors

Chairman 160,000 ✓ 120,000 ✓

Member 25,000 ✓ 25,000 ✓

Audit Committee

Chairman 25,000 30,000 ✓ 25,000 30,000 ✓

Member 20,000 25,000 ✓ 20,000 25,000 ✓

NCG Committee

Chairman 30,000 ✓ 30,000 ✓

Member 25,000 ✓ 25,000 ✓

RC Committee

Chairman 30,000 ✓ 30,000 ✓

Member 25,000 ✓ 25,000 ✓

The executive directors do not receive remuneration for being a director. In the year of 2019, the entire Board of Directors members are executive directors, the Company therefore did not pay any directors’ remuneration for this year.

Remuneration for each management personnel is linked with the operating performance of the Company and his/her working performance.

REPORT OF THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO THE SHAREHOLDERS AND BOARD OF DIRECTORS CS LOXINFO PUBLIC COMPANY LIMITED Opinion We have audited the consolidated financial statements of CS Loxinfo Public Company Limited and its subsidiaries (the “Group”) and the separate financial statements of CS Loxinfo Public Company Limited (the “Company”), which comprise the consolidated and separate statements of financial position as at December 31, 2019, and the related consolidated and separate statements of profit or loss and other comprehensive income, changes in shareholders’ equity and cash flows for the year then ended, and the notes to the financial statements, including a summary of significant accounting policies. In our opinion, the accompanying consolidated and separate financial statements present fairly, in all material respects, the financial position of CS Loxinfo Public Company Limited and its subsidiaries and of CS Loxinfo Public Company Limited as at December 31, 2019, and its financial performance and its cash flows for the year then ended in accordance with Thai Financial Reporting Standards (“TFRSs”). Basis for Opinion We conducted our audit in accordance with Thai Standards on Auditing (“TSAs”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial Statements section of our report. We are independent of the Group in accordance with the requirements of the Code of Ethics for Professional Accountants determined by the Federation of Accounting Professions that are relevant to the audit of the consolidated and separate financial statements, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Emphasis of Matter We draw attention to Note 2.4 to the financial statements that CS Loxinfo Company Limited and its subsidiaries have adopted Thai Financial Reporting Standard 15 “Revenue from contracts with customers” (“TFRS 15”) which become effective for fiscal years beginning on or after January 1, 2019. The Group and the Company elect to recognize the cumulative effect of initially applying this Standard as an adjustment to the beginning balance of retained earnings of the reporting period. Our opinion is net modified in respect this matter.

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Deloitte Touche Tohmatsu Jaiyos Audit ศยยชไ ุสทัมธโ ช้ทู ์ทยอลดี ชีญับบอส

Other Information Management is responsible for the other information. The other information comprises information in the annual report, which is expected to be made available to us after the date of this auditor’s report. Our opinion on the consolidated and separate financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated and separate financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and the management of the Company. Responsibilities of Management for the Consolidated and Separate Financial Statements Management is responsible for the preparation and fair presentation of the consolidated and separate financial statements in accordance with TFRSs, and for such internal control as management determines is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated and separate financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with TSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated and separate financial statements.

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Deloitte Touche Tohmatsu Jaiyos Audit ศยยชไ ุสทัมธโ ช้ทู ์ทยอลดี ชีญับบอส

As part of an audit in accordance with TSAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated and separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group’s to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated and separate financial statements, including the disclosures, and whether the consolidated and separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with management regarding, among other matters, the planned scope and timing of the audit and significant audit findings , including any significant deficiencies in internal control that we identify during our audit. Kornthong Luangvilai Certified Public Accountant (Thailand) BANGKOK Registration No. 7210 February 3, 2020 DELOITTE TOUCHE TOHMATSU JAIYOS AUDIT CO., LTD.

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As at As at As at As atDecember 31, December 31, December 31, December 31,

Notes 2019 2018 2019 2018

AssetsCurrent assets

Cash and cash equivalents 5 632,433,485 342,175,534 395,654,326 181,987,704 Trade receivables 6 586,415,050 407,061,977 468,672,281 340,959,513 Contract assets 7 31,334,568 - 31,334,568 - Other receivables 8 124,425,016 133,092,478 115,103,030 120,392,035 Inventories 9 105,962,217 49,589,608 105,879,416 49,506,807 Current tax asset 6,051,845 5,345,352 - - Other current assets 550,623 450,727 608,124 844,548

Total current assets 1,487,172,804 937,715,676 1,117,251,745 693,690,607

Non-current assetsInvestments in subsidiaries 10 - - 272,200,478 226,987,429 Property, plant and equipment 11 775,038,160 887,547,429 760,454,121 882,583,480 Other intangible assets 12 48,866,944 54,914,306 42,681,238 49,872,870 Deferred tax assets 13 44,344,504 48,017,978 33,575,322 33,961,408 Other non-current assets 22,236,500 21,204,716 17,404,348 17,038,692

Total non-current assets 890,486,108 1,011,684,429 1,126,315,507 1,210,443,879 Total assets 2,377,658,912 1,949,400,105 2,243,567,252 1,904,134,486

Notes to the financial statements form an integral part of these statements

Separatefinancial statements

UNIT : BAHT

CS LOXINFO PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES

STATEMENTS OF FINANCIAL POSITION

AS AT DECEMBER 31, 2019

Consolidatedfinancial statements

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Notes 2019 2018 2019 2018Liabilities and shareholders’ equity

Current liabilitiesShort-term borrowing

from subsidiaries 4,14 - - - 50,000,000 Trade payables 15 402,743,669 284,358,677 371,475,125 267,455,661 Other payables 16 146,308,711 149,818,840 110,807,761 120,485,377 Unearned income and

advance receipts 167,662,032 158,786,597 143,388,605 141,003,600 Current portion of finance

lease liabilities 14 - 1,798,704 - 1,798,704 Income tax payable 16,078,596 6,431,334 11,672,703 5,400,585 Other current liabilities 36,253,592 29,638,920 26,514,841 21,914,153

Total current liabilities 769,046,600 630,833,072 663,859,035 608,058,080

Non-current liabilitiesProvision for employee benefit 17 202,385,227 166,448,216 174,383,135 144,858,993 Other non-current liabilities 16,951,592 16,949,268 16,049,589 16,047,864

Total non-current liabilities 219,336,819 183,397,484 190,432,724 160,906,857 Total liabilities 988,383,419 814,230,556 854,291,759 768,964,937


financial statementsSeparateConsolidated

financial statements

UNIT : BAHT


STATEMENTS OF FINANCIAL POSITION (CONTINUED)

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Notes 2019 2018 2019 2018Liabilities and shareholders’ equity

(Continued)Shareholders’ equityShare capital 18

Authorized share capital 594,514,769 ordinary shares

of Baht 0.25 each 148,628,692 148,628,692 148,628,692 148,628,692 Issued and paid-up share capital

594,514,769 ordinary shares of Baht 0.25 each, fully paid 148,628,692 148,628,692 148,628,692 148,628,692

Share premium Share premium on ordinary shares 18 321,205,395 321,205,395 321,205,395 321,205,395

Retained earningsAppropriated

Legal reserve 19 14,862,869 14,862,869 14,862,869 14,862,869 Unappropriated 904,578,537 650,472,593 904,578,537 650,472,593 Total shareholders’ equity 1,389,275,493 1,135,169,549 1,389,275,493 1,135,169,549

Total liabilities and shareholders’ equity 2,377,658,912 1,949,400,105 2,243,567,252 1,904,134,486


financial statements

STATEMENTS OF FINANCIAL POSITION (CONTINUED)


Consolidated


Separatefinancial statements

UNIT : BAHT

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UNIT : BAHT

Notes 2019 2018 2019 2018Revenues

Revenue from sales of goods and rendering of services 20 2,961,915,455 2,790,043,413 2,571,551,856 2,479,729,147

Investment income 3,835,002 2,636,889 1,970,794 1,651,369 Other income 21 96,572,712 31,706,532 89,238,296 13,639,541

Total revenues 3,062,323,169 2,824,386,834 2,662,760,946 2,495,020,057

Expenses

Cost of sales of goods and rendering of services 1,938,936,098 1,764,845,004 1,700,164,824 1,561,892,642

Selling expenses 122,742,371 129,915,135 113,012,947 119,884,567 Administrative expenses 554,645,956 473,183,526 485,934,648 407,367,384 Key management benefit expenses - 23,077,833 - 23,077,833 Finance costs 4, 24 6,482,059 9,513,038 6,032,396 9,693,140

Total expenses 2,622,806,484 2,400,534,536 2,305,144,815 2,121,915,566

Share of profit of investments in subsidiaries - - 65,311,678 38,876,169 Profit before income tax expense 439,516,685 423,852,298 422,927,809 411,980,660 Income tax expense 25 83,980,390 80,741,116 67,391,514 68,869,478 Profit for the years 355,536,295 343,111,182 355,536,295 343,111,182

Other comprehensive incomeComponents of other comprehensive income that

will be not reclassified to profit or loss

Gains on remeasurements of defined benefit plans 17 34,113,696 - 31,694,899 -

Share of other comprehensive income of subsidiaries - - 1,935,038 -

Income tax relating to components of other comprehensive income that will not bereclassified to profit or loss 25 (6,822,739) - (6,338,980) -

Total components of other comprehensive incomethat will not be reclassified to profit or loss 27,290,957 - 27,290,957 -

Other comprehensive incomefor the years - net of income tax expense 27,290,957 - 27,290,957 -

Total comprehensive income for the years 382,827,252 343,111,182 382,827,252 343,111,182

Earnings per share (Baht)Basic earnings per share 27 0.60 0.58 0.60 0.58


For the years ended December 31, For the years ended December 31,


STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2019

financial statementsConsolidated

financial statementsSeparate

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UNIT : BAHT

Issued and Share premium Totalpaid-up on ordinary Legal shareholders’

Notes share capital shares reserve Unappropriated equity

Balance as at January 1, 2018 148,628,692 321,205,395 14,862,869 307,361,411 792,058,367 Comprehensive income for the year

Profit for the year - - - 343,111,182 343,111,182 Total comprehensive income for the year - - - 343,111,182 343,111,182 Balance as at December 31, 2018 148,628,692 321,205,395 14,862,869 650,472,593 1,135,169,549


Retained earningsConsolidated financial statements


STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY


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UNIT : BAHT



Balance as at January 1, 2019 - as under previousThai Financial Reporting Standards 148,628,692 321,205,395 14,862,869 650,472,593 1,135,169,549

Effect from adoption Thai Financial Reporting Standard No. 15 2.4 - - - 8,017,521 8,017,521 Balance as at January 1, 2019 - as under new

Thai Financial Reporting Standards 148,628,692 321,205,395 14,862,869 658,490,114 1,143,187,070 Transactions with owners, recorded directly in equity

Dividends to owners of the Company 28 - - - (136,738,829) (136,738,829) Total transactions with owners, recorded directly in equity - - - (136,738,829) (136,738,829) Comprehensive income for the year

Profit for the year - - - 355,536,295 355,536,295 Other comprehensive income for the year - - - 27,290,957 27,290,957

Total comprehensive income for the year - - - 382,827,252 382,827,252 Balance as at December 31, 2019 148,628,692 321,205,395 14,862,869 904,578,537 1,389,275,493


Consolidated financial statements Retained earnings


STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)


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UNIT : BAHT



Balance as at January 1, 2018 148,628,692 321,205,395 14,862,869 307,361,411 792,058,367 Comprehensive income for the year

Profit for the year - - - 343,111,182 343,111,182 Total comprehensive income for the year - - - 343,111,182 343,111,182 Balance as at December 31, 2018 148,628,692 321,205,395 14,862,869 650,472,593 1,135,169,549



Separate financial statements Retained earnings



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UNIT : BAHT



Balance as at January 1, 2019 - as under previousThai Financial Reporting Standards 148,628,692 321,205,395 14,862,869 650,472,593 1,135,169,549

Effect from adoption Thai Financial Reporting Standard No. 15 2.4 - - - 8,017,521 8,017,521 Balance as at January 1, 2019 - as under new

Thai Financial Reporting Standards 148,628,692 321,205,395 14,862,869 658,490,114 1,143,187,070 Transactions with owners, recorded directly in equity

Dividends to owners of the Company 28 - - - (136,738,829) (136,738,829) Total transactions with owners, recorded directly in equity - - - (136,738,829) (136,738,829) Comprehensive income for the year

Profit for the year - - - 355,536,295 355,536,295 Other comprehensive income for the year - - - 27,290,957 27,290,957

Total comprehensive income for the year - - - 382,827,252 382,827,252 Balance as at December 31, 2019 148,628,692 321,205,395 14,862,869 904,578,537 1,389,275,493


Separate financial statements Retained earnings




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UNIT : BAHT

Notes 2019 2018 2019 2018Cash flows from operating activitiesProfit for the years 355,536,295 343,111,182 355,536,295 343,111,182 Adjustments for

Depreciation 11 141,587,579 152,054,423 137,511,539 146,863,383 Amortization of other intangible assets 12 16,255,862 17,374,952 14,376,842 14,779,326 Investment income (3,835,002) (2,636,889) (1,970,794) (1,651,369) Finance costs 24 6,482,059 9,513,038 6,032,396 9,693,139 Unrealized gain on exchange (19,911) (14,761) (19,911) (14,761) Doubtful debts expense 6 8,776,974 7,082,824 8,776,974 4,612,640 Reverse of allowance for doubtful debt 21 (2,944,497) (10,500,000) - - Allowance for value of inventories 9 305,950 603,200 305,950 603,200 Gain on disposal of property, plant

and equipment (10,561,115) (164,733) (10,369,240) (122,426) Loss on disposal of other intangible assets 434,285 144,906 434,285 144,906 Share of profit of investment in subsidiaries - - (65,311,678) (38,876,169) Employee benefit expense 22 64,436,486 7,003,816 56,416,482 4,834,778 Income tax expense 25 83,980,390 80,741,116 67,391,514 68,869,478

660,435,355 604,313,074 569,110,654 552,847,307 Changes in operating assets and liabilities

Trade receivables (185,165,551) (58,775,886) (136,469,743) (65,745,087) Contract assets (21,312,667) - (21,312,667) - Other receivables 6,747,380 (22,694,171) 5,289,005 (23,061,990) Inventories (56,678,559) (6,425,761) (56,678,559) (6,546,120) Other current assets (99,896) 338,617 236,424 (255,776) Other non-current assets (1,031,784) 2,370,310 (365,656) (634,299) Trade payables 118,384,021 17,892,309 104,018,493 16,415,121 Other payables (3,318,797) 2,229,071 (9,631,369) (5,008,189) Unearned income and advance receipts 8,875,435 37,237,887 2,385,005 37,503,724 Other current liabilities 6,614,672 (1,480,317) 4,600,688 2,187,835 Other non-current liabilities 2,324 (2,500,163) 1,725 (2,509,563)

Cash generated from operating activities 533,451,933 572,504,970 461,184,000 505,192,963 Employee benefit paid 17 (834,384) (1,658,241) (822,684) (1,658,241) Refundable withholding tax 7,220,118 9,688,479 - - Income tax paid (85,493,302) (82,365,894) (69,076,670) (71,493,800)

Net cash provided by operating activities 454,344,365 498,169,314 391,284,646 432,040,922

For the years ended December 31,


STATEMENTS OF CASH FLOWS


SeparateConsolidatedfinancial statements financial statements

For the years ended December 31,

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UNIT : BAHT

Notes 2019 2018 2019 2018Cash flows from investing activities

Interest received 3,835,002 2,636,889 1,970,794 1,651,369 Dividend received - - 22,033,667 20,012,757 Cash paid for purchase of property,

plant and equipment (98,424,712) (169,655,892) (84,569,641) (167,374,207) Proceed from sales of property, plant

and equipment 79,343,966 2,225,368 79,150,975 2,182,377 Cash paid for purchase other intangible assets (10,269,683) (4,968,580) (7,246,393) (4,568,578) Proceed from sale of other intangible assets - 4,493 - 4,493 Net cash used in investing activities (25,515,427) (169,757,722) 11,339,402 (148,091,789)

Cash flows from financing activitiesInterest paid (33,454) (5,261,438) (419,893) (6,166,863) Dividends paid 28 (136,738,829) - (136,738,829) - Finance lease payments 14 (1,798,704) (548,097) (1,798,704) (548,097) Proceeds from short-term borrowings

from subsidiaries 14 - - - 90,000,000 Repayments of short term-borrowings

from subsidiaries 14 - - (50,000,000) (40,000,000) Repayments of short-term borrowings

from financial institution 14 - (250,000,000) - (250,000,000) Repayments of long-term borrowings

from financial institution 14 - (60,000,000) - (60,000,000) Net cash used in financing activities (138,570,987) (315,809,535) (188,957,426) (266,714,960)

Net increase in cash and cash equivalents 290,257,951 12,602,057 213,666,622 17,234,173 Cash and cash equivalents as at January 1, 342,175,534 329,573,477 181,987,704 164,753,531

Cash and cash equivalents as at December 31, 5 632,433,485 342,175,534 395,654,326 181,987,704

Non-cash transactionsAcquisitions of equipment through credit 17,355,782 17,485,048 17,355,782 17,327,223 Acquisitions of other intangible assets through credit - 61,183 - 61,183


For the years ended December 31, For the years ended December 31,


Consolidated Separatefinancial statements financial statements


STATEMENTS OF CASH FLOWS (CONTINUED)

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CS Loxinfo Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended December 31, 2019

Note Contents

1. Company operations and other general information 2. Basis of preparation and presentation of the financial statements 3. Significant accounting policies 4. Related parties 5. Cash and cash equivalents 6. Trade receivables 7. Contract assets 8. Other receivables 9. Inventories 10. Investments in subsidiaries 11. Property, plant and equipment 12. Other intangible assets 13. Deferred tax assets 14. Interest-bearing liabilities 15. Trade payables 16. Other payables 17. Provision for employee benefit 18. Share capital 19. Legal reserve 20. Segment information 21. Other income 22. Employee benefit expenses 23. Expenses by nature 24. Finance costs 25. Income tax expense 26. Promotional privileges 27. Earnings per share 28. Dividends 29. Financial instruments 30. Commitments with non-related parties 31. Litigation 32. Approval of the financial statements

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1. COMPANY OPERATIONS AND OTHER GENERAL INFORMATION

CS Loxinfo Public Company Limited, the (“Company”), is incorporated in Thailand and has its registered office at 414 Phaholyothin Road, Samsen Nai, Phayathai, Bangkok 10400.

As at December 31, 2019 and 2018 the Company’s major shareholders were Advanced Wireless Network Co., Ltd. a subsidiary of Advanced Info Service Public Company Limited and is incorporated in Thailand holding 99.58% and 99.11%, respectively, of the total issued and paid-up ordinary shares of the Company.

The principal activities of the Company are the provision of internet data centre services, internet and satellite uplink-downlink services for domestic and international communications and distribute internet equipment. The principal activities of the Company and its subsidiaries (“the Group”) also include Providing the online advertising and being the outsourced contact center and providing mobile contents and develop application.

Details of the Company’s subsidiaries as at December 31, were as follows:

Name of companies Type of business Country of incorporation

Ownership interest (%)

2019 2018 Subsidiaries Teleinfo Media Public Company

Limited Providing the online advertising and

being the outsourced contact center Thailand 99.99 99.99

AD Venture Public Company Limited Providing mobile contents and develop application

Thailand 99.99 99.99

Indirect subsidiary Yellow Pages Commerce Company

Limited Online advertising business Thailand 99.94 99.94

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Licenses to provide internet access services

The National Broadcasting and Telecommunications Commission (“NBTC”) has current responsibility for granting licenses to provide internet access services in Thailand. The Company operates the business to provide internet and telecommunication services under licenses granted by NBTC as follows:

Types of license

Issue date

Periods

Total revenues used in calculation of fee payable

to NBTC 2019 2018 (thousand Baht) Internet Operation License Type I September 8, 2019 5 years 749,141 755,819 Telecom Operation License Type I October 11, 2019 5 years - 5,638 Internet Operation License Type II April 26, 2017 5 years 2,789 2,255 Telecom Operation License Type III December 20, 2007 15 years - -

According to the conditions specified by NBTC, provided that the authorized licensee is not in significant violation of the conditions specified in the license, NBTC will consider renewing the license as normal procedure.

2. BASIS FOR PREPARATION AND PRESENTATION OF THE FINANCIAL STATEMENTS

2.1 The Group maintains its accounting records in Thai Baht and prepares its statutory financial statements in the Thai language in conformity with Thai Financial Reporting Standards and accounting practices generally accepted in Thailand.

2.2 The Group’s financial statements have been prepared in accordance with the Thai Accounting Standard (TAS) No. 1 (Revised 2018) “Presentation of Financial Statements” which become effective for fiscal years beginning on or after January 1, 2019. The format of presentation of the financial statements is not significantly different from the Notification of the Department of Business Development regarding “The Brief Particulars in the Financial Statement (No. 2) B.E. 2559” dated October 11, 2016.

2.3 The financial statements have been prepared under the historical cost convention except as disclosed in the significant accounting policies and Note 2.4 (see Note 3).

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2.4 Thai Financial Reporting Standards affecting the presentation and disclosure in the current period financial statements

During the year, the Group and the Company have adopted the revised and new financial reporting standards and guidelines on accounting issued by the Federation of Accounting Professions which become effective for fiscal years beginning on or after January 1, 2019. These financial reporting standards were aimed at alignment with the corresponding International Financial Reporting Standards, with most of the changes directed towards revision of wording and terminology, and provision of interpretations and accounting guidance to users of standards. The adoption of these financial reporting standards does not have any significant impact on the Group’s and the Company’s financial statements, except the following financial reporting standard:

TFRS 15 “Revenue from contracts with customers” (“TFRS 15”)

The core principle of this TFRS is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects to consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the Standard introduces a 5-step approach to revenue recognition:

Step 1: Identify the contract(s) with a customer

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

Under this TFRS, an entity recognizes revenue when (or as) a performance obligation is satisfied, i.e. when ‘control’ of the goods or services underlying the particular performance obligation is transferred to the customer.

This TFRS supersedes the following revenue Standards and Interpretations upon its effective date: Thai Accounting Standard No.11 “Construction Contracts”, Thai Accounting Standard No.18 “Revenue”, Thai Accounting Standard Interpretation No.31 “Revenue-Barter Transactions Involving Advertising Services”, Thai Financial Reporting Standard Interpretation No.13 “Customer Loyalty Programes, Thai Financial Reporting Standard Interpretation No.15 “Agreements for the Construction of Real Estate” and Thai Financial Reporting Standard Interpretation No.18 “Transfers of Assets from Customers”.

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This TFRS requires retrospective method in accordance with Thai Accounting Standard No.8 “Accounting Policies, Changes in Accounting Estimates and Errors” or recognize the cumulative effect of initially applying this Standard as an adjustment to the opening balance of retained earnings of the reporting period. The Group and the Company elect to recognize the cumulative effect of initially applying this Standard as an adjustment to the openning balance of retained earnings of the reporting period. The effect of related transactions were as follows:

The consolidated statement of financial position as at January 1, 2019

Unit: Thousand Baht Balance as at

January 1, 2019 as under previous

TFRSs

Effect from adoption TFRS 15

Balance as at January 1, 2019 as under new TFRSs

Assets Current assets Contract assets - 10,022 a 10,022 Non-current assets Deferred tax assets 48,017 (2,004) b 46,013 Shareholders’ equity Retained earnings - unappropriated 650,472 8,018 658,490

The separate statement of financial position as at January 1, 2019

Balance as at January 1, 2019 as

under previous TFRSs

Effect from adoption TFRS 15

Balance as at January 1, 2019 as under new TFRSs

Assets Current assets Contract assets - 10,022 a 10,022 Non-current assets Deferred tax assets 33,961 (2,004) b 31,957 Shareholders’ equity Retained earnings - unappropriated 650,472 8,018 658,490

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The consolidated statement of financial position as at December 31, 2019


December 31, 2019 as under

previous TFRSs

Effect from adoption

TFRS 15 to beginning balance


TFRS 15 in current period

Balance as at December 31, 2019 as under

new TFRSs

Assets Current assets Contract assets - 10,022 a 21,313 a 31,335 Non-current assets Deferred tax assets 50,612 (2,004) b (4,263) b 44,345 Shareholders’ equity Retained earnings - unappropriated 879,511 8,018 17,050 904,579

The separate statement of financial position as at December 31, 2019



previous TFRSs


TFRS 15 to beginning balance



Balance as at December 31, 2019 as under

new TFRSs

Assets Current assets Contract assets - 10,022 a 21,313 a 31,335 Non-current assets Deferred tax assets 39,842 (2,004) b (4,263) b 33,575 Shareholders’ equity Retained earnings - unappropriated 879,511 8,018 17,050 904,579

The consolidated statements of profit or loss and profit or loss and other comprehensive income for the year ended December 31, 2019

Unit: Thousand Baht For the year

ended December 31, 2019 as under

previous TFRSs



For the year ended

December 31, 2019 as under new TFRSs

Revenues from rendering of services and equipment rentals 2,940,602 21,313

a 2,961,915 Tax expense (79,717) (4,263) b (83,980) Profit for the year 338,486 17,050 355,536 Basic earnings per share (Baht) 0.57 0.03 0.60 Total comprehensive income for the year 365,777 17,050 382,827

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The separate statements of profit or loss and profit or loss and other comprehensive i ncome for the year ended December 31, 2019



previous TFRSs



For the year ended


Revenues from rendering of services and equipment rentals 2,550,239 21,313

a 2,571,552 Tax expense (63,129) (4,263) b (67,392) Profit for the year 338,486 17,050 355,536 Basic earnings per share (Baht) 0.57 0.03 0.60 Total comprehensive income for the year 365,777 17,050 382,827

The consolidated statement of cash flows for year ended December 31, 2019



previous TFRSs



For the year ended


Profit for the year 338,346 17,050 355,536 Adjustments for Tax expense 79,717 4,263 83,980 Changes in operation assets and liabilities Contract assets - (21,313) (21,313)

The separate statement of cash flows for the year ended December 31, 2019



previous TFRSs



For the year ended


new TFRSs Profit for the year 338,486 17,050 355,536

Adjustments for Tax expense 63,129 4,263 67,392 Changes in operation assets and liabilities Contract assets - (21,313) (21,313)

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Notes:

a. Revenue from contracts with multiple elements are allocated by fair value of standalone selling price which increasing in revenue from sale of goods and decreasing in revenue from rendering of service vice versa. The difference between revenue recognized and performance obligations of contracts is capitalized as contract assets and amortized against revenue from rendering of services over the customer contract period.

b. Deferred tax is recognized from temporary difference between the carrying amount of contract assets for financial reporting purposes and amount used for taxation purposes.

2.5 Thai Financial Reporting Standards announced in the Royal Gazette but not yet effective

The Federation of Accounting Professions has issued the Notification regarding Thai Accounting Standards, Thai Financial Reporting Standards and Thai Financial Reporting Standard Interpretation which have been announced in the Royal Gazette and will be effective for the financial statements for the period beginning on or after January 1, 2020 onwards, as follows:

Group of Financial Instruments Standards

Thai Accounting Standards (“TAS”) TAS 32 Financial Instruments: Presentation Thai Financial Reporting Standards (“TFRS”) TFRS 7 Financial Instruments: Disclosures TFRS 9 Financial Instruments Thai Financial Reporting Standard Interpretations (“TFRIC”) TFRIC 16 Hedges of a Net Investment in a Foreign Operation TFRIC 19 Extinguishing Financial Liabilities with Equity Instruments

These group of Standards make stipulations relating to the classification of financial instruments and their measurement at fair value or amortized cost; taking into account the type of instrument, the characteristics of the contractual cash flows and the Company’s business model, the calculation of impairment using the expected credit loss method, and the concept of hedge accounting. These include stipulations regarding the presentation and disclosure of financial instruments. These Standards will supersede the Standards and Interpretations relating to the financial instruments upon its effective date.

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Thai Financial Reporting Standard No. 16 “Leases”

This TFRS provides a comprehensive model for the identification if lease arrangements and their treatment in the financial statements of both lessees and lessors.

This TFRS will supersede the following lease Standards and Interpretations upon its effective date, which are Thai Accounting Standard No.17 “Leases”, Thai Accounting Standard Interpretation No.15 “Operating Lease - Incentives”, Thai Accounting Standard Interpretation No.27 “Evaluating the Substance of Transactions involving the Legal Form of a Lease” and Thai Financial Reporting Standard Interpretation No.4 “Determining whether on Arrangement contains a Lease”.

For lessee accounting, there are significant changes to lease accounting in this TFRS by removing the distinction between operating and finance leases under TAS 17 and requiring a lessee to recognize a right-of-use asset and a lease liability at commencement for all leases, except for short-term- leases and leases of low value assets. However, the lessor accounting treatment continues to require a lessor to classify a lease either as an operating lease or a finance lease, using the same concept as TAS 17.

Thai Accounting Standard No.12 (Revised 2019) “Income Taxes”

This revised accounting standard clarifies about recognition the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognized the transactions that generated the distributable profits. This is the case irrespective of whether different tax rates apply to distributed and undistributed profits. An entity shall apply those amendments to the income tax consequences of dividends recognized on or after the beginning of the earliest comparative period. Earlier application is permitted.

Thai Accounting Standard No.19 (Revised 2019) “Employee Benefits”

This revised accounting standard clarifies that the past service cost or of the gain or loss on settlement is calculated by measuring the defined benefit liability (asset) using updated assumptions and comparing benefits offered and plan assets before and after the plan amendment or curtailment or settlement but ignoring the effect of the asset ceiling (that may arise when the defined benefit plan is in a surplus position).

This accounting standard requires prospective method for such amendment. It applies only to plan amendments, curtailments or settlements that occur on or after the beginning of the annual period in which it is first applied. Earlier application is permitted.

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Thai Accounting Standard No.23 (Revised 2019) “Borrowing Costs”

This revised accounting standard clarifies that if any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, that borrowing becomes part of the funds that an entity borrows generally when calculating the capitalization rate on general borrowings. This accounting standard requires prospective method for such amendment. Earlier application is permitted.

Thai Accounting Standard No.28 (Revised 2019) “Investments in Associates and Joint Ventures”

This revised accounting standard clarifies about the application of TFRS 9, including its impairment requirements, to long-term interests. An entity does not take into account adjustments to their carrying amount required by TAS 28 (i.e., adjustments to the carrying amount of long-term interests arising from the allocation of losses of the investee or assessment of impairment in accordance with TAS 28). This accounting standard requires prospective method for such amendment. Earlier application is permitted.

Thai Financial Reporting Standard No.3 (Revised 2019) “Business Combinations”

This revised financial reporting standard clarifies that when an entity obtains control of a business that is a joint operation, the entity applies the requirements for a business combination achieved in stages, including remeasuring its previously held interest in the joint operation at fair value. The previously held interest to be remeasured includes any unrecognized assets, liabilities and goodwill relating to the joint operation. This revised financial reporting standard requires prospective method for such amendment. Earlier application is permitted.

Thai Financial Reporting Standard No.11 (Revised 2019) “Joint Arrangements”

This revised financial reporting standard clarifies that when a party that participates in, but does not have joint control of, a joint operation that is a business obtains joint control of such a joint control, the entity does not remeasure its previously held interest in the joint operation. This revised financial reporting standard requires prospective method for such amendment. Earlier application is permitted

The Group’s management will adopt such TFRSs in the preparation of the Group’s financial statements when it becomes effective. The Group’s management is in the process to assess the impact of these TFRSs on the financial statements of the Group in the period of initial application.

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2.6 Judgments and estimates

The preparation of financial statements in conformity with 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.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively.

Information about significant areas of estimation uncertainties that have a significant risk of resulting in a material adjustments to the amounts recognized in the financial statements is described in the following notes:

Note 3.18 Current and deferred taxation Note 6 Allowance for doubtful accounts Note 9 Allowance for decline in value of inventories Note 10 and Note 12 Key assumptions used in discounted cash flow projections Note 11 Utilization of plant and equipment Note 12 Utilization of other intangible assets Note 13 Utilization of tax losses Note 17 Measurement of provision for employee benefit Note 29 Valuation measurement of financial instruments Note 31 Contingent liabilities

Measurement of fair values

When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or liability might be categorized in different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirely in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

Further information about the assumptions made in measuring fair values is included in Note 29.

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3. SIGNIFICANT ACCOUNTING POLICIES

The consolidated and separate financial statements are prepared in English version from the consolidated and separate financial statements followed the laws which is in Thai. In the event of any conflict or be interpreted in two different languages, the Thai version consolidated and separate financial statements are superseded.

3.1 Basis of consolidation

The consolidated financial statements relate to the Company and its subsidiaries.

Business combinations

The Group applies the acquisition method for all business combinations when control is transferred to the Group other than those with entities under common control.

Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable. The acquisition date is the date on which control is transferred to the acquirer. Judgment is applied in determining the acquisition date and determining whether control is transferred from one party to another.

The Group measures goodwill at the acquisition date as:

the fair value of the consideration transferred; plus

the recognized amount of any non-controlling interest in the acquiree; plus

if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less

the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

When the above result is negative, a bargain purchase gain is recognized immediately in the statement of profit or loss and other comprehensive.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in statement of profit or loss and other comprehensive.

Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.

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Any contingent consideration payable is recognized at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognized in the statement of profit or loss and other comprehensive income.

Acquisitions from entities under common control

Business combinations of entities or businesses under common control are accounted for using a method similar to the pooling of interest method and in accordance with the Guideline issued in 2009 by the Federation of Accounting Professions.

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

Loss of control

When the Group loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any related non-controlling interests and other components of equity. Any resulting gain or loss is recognized in statement of profit or loss and other comprehensive income. Any interest retained in the former subsidiary is measured at fair value when control is lost.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income or expenses arising from intra-group transactions, are eliminated in the preparation of the consolidated financial statements.

3.2 Foreign currencies

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate at the reporting date.

Foreign exchange differences arising on translation are recognized in the statement of profit or loss and other comprehensive income.

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3.3 Derivative financial instruments

The Group uses financial instruments to manage exposure to fluctuations in foreign exchange rate. These instruments, which mainly comprise forward foreign currency contracts, are recorded in the financial statements on the contract date. The purpose of these instruments is to manage risk.

Forward foreign exchange contracts protect the Group from fluctuations in exchange rates by establishing the rate at which a foreign currency asset or liability will be settled. Forward contracts are recorded as forward contracts receivable and payable on inception, and are translated at the year ended exchange rate. Unrealized gains or losses on transactions are recognized in statement of profit or loss and other comprehensive income. Premiums or discounts are amortized on a straight-line basis over the contract period.

3.4 Cash and cash equivalents

Cash and cash equivalents comprise cash balances, all deposits at financial institutions with the original maturities of three months or less, excluding cash at banks used as collateral and highly liquid short-term investments.

3.5 Trade and other receivables

Trade and other receivables are stated at their invoice value less allowance for doubtful accounts.

The allowance for doubtful accounts is assessed primarily on analysis of payment histories and future expectations of customer payments. Bad debts are written off when incurred.

3.6 Inventories

Inventories are measured at the lower of cost and net realizable value.

Cost is calculated using the weighted average cost principle, and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. In the case of finished goods and work-in-progress, cost includes an appropriate share of production overheads based on normal operations.

Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs to complete and to make the sale.

An allowance is made for all deteriorated, damaged, obsolete and slow-moving inventories.

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3.7 Investments

Investments in subsidiaries

Investments in subsidiaries in the separate financial statements of the Company are accounted for using the equity method.

Disposal of investments

On disposal of an investment, the difference between net disposal proceeds and the carrying amount is recognized in the statement of profit or loss and other comprehensive income.

3.8 Property, plant and equipment

Recognition and measurement

Owned assets

Property, plant and equipment are stated at cost less accumulated depreciation and allowance for impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset and any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and capitalized borrowing costs. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment are recognized net as other income or expense in the statement of profit or loss and other comprehensive income.

Leased assets

Leases in terms of which the Group substantially assumes all the risk and rewards of ownership are classified as finance leases. Property, plant and equipment acquired by way of finance leases is capitalized at the lower of its fair value or the present value of the minimum lease payments at the inception of the lease, less accumulated depreciation and impairment losses. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly in the statement of profit or loss and other comprehensive income.

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Subsequent costs

The cost of replacing a part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in the statement of profit or loss and other comprehensive income as incurred.

Depreciation

Depreciation is calculated based on the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value.

Depreciation is charged in the statement of profit or loss and other comprehensive income on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment. The estimated useful lives were as follows:

Building and leasehold improvements 5 - 30 years Internet and printing equipment 3 - 5 years Furniture, fixtures and office equipment 5 - 18 years Vehicles 5 years

No depreciation is provided on freehold land or assets under construction and installation.

Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

3.9 Other intangible assets

Other intangible assets

Other intangible assets which consist of fiber optics licenses and software licenses that are acquired by the Group and have finite useful lives, are measured at cost less accumulated amortization and allowance for impairment losses, if any.

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Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it re lates. All other expenditure is recognized in the statement of profit or loss and other comprehensive income as incurred.

Amortization

Amortization is calculated over the cost of the asset, or other amount substituted for cost, less its residual value.

Amortization is recognized in the statement of profit or loss and other comprehensive income on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Computer software is amortised over its useful life, which is estimated by management, of 3-10 years. Fiber optics license is amortised over the remaining concession period (end of the contract on June 14, 2021).

Amortization methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

3.10 Impairment

The carrying amounts of the Group’s assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated. For goodwill and intangible assets, the recoverable amount is estimated each year at the same time.

An impairment loss is recognized if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The impairment loss is recognized in the statement of profit or loss and other comprehensive income.

Calculation of recoverable amount

The recoverable amount of a non-financial asset is the greater of the asset’s value in use and fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

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Reversals of impairment

An impairment loss in respect of a financial asset is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognized as an expense in the statement of profit or loss and other comprehensive income.

Impairment losses recognized in prior periods in respect of other non-financial assets are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

3.11 Interest-bearing liabilities

Interest-bearing liabilities are recognized initially at fair value less attributable transaction charges. Subsequent to initial recognition, interest-bearing liabilities are stated at amortized cost with any difference between cost and redemption value being recognized as an expense in the statement of profit or loss and other comprehensive income over the period of the borrowings on an effective interest rate.

3.12 Trade and other payables

Trade and other payables are stated at cost.

3.13 Employee benefits

Defined contribution plans

Obligations for contributions to defined contribution plans are expensed in the statement of profit or loss and other comprehensive income as the related service is provided.

Defined benefit plans

A defined contribution plan is a post-employment benefit other than defined contribution plans.

The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount.

The calculation of defined benefit obligations is performed by a qualified actuary using the projected unit credit method in the statement of profit or loss and other comprehensive income.

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Remeasurements of the net defined benefit liability, actuarial gain or loss are recognized immediately in other comprehensive income (“OCI”). The Group determines the interest expense on the net defined benefit liability for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period, taking into account any changes in the net defined benefit liability during the period as a result of benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized in the statement of profit or loss and other comprehensive income.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in statement of profit or loss and other comprehensive income. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

Other long-term employee benefits

The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognized in the statement of profit or loss and other comprehensive income in the period in which they arise.

Termination benefits

Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits or when the Group recognizes costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the end of the reporting period, then they are discounted.

Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

3.14 Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.

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3.15 Revenue

Revenue from sale of goods and rendering of services.

Revenue is recognized at fair value of stand-alone pricing under the performance obligations.

Revenue from sale of goods is recognized when the control has been transferred to the buyer.

Revenue from rendering of internet services and other services is recognized when services are provided to customers

Revenue from design and implementation contract for Internet, Computer, and Telecommunication services (“ICT”) is recognized by reference to the stage of completion at the end of the reporting period and in the accounting period in which the services are rendered.

Revenue from contracts with multiple elements are allocated by fair value of stand-alone selling price in each performance obligation. In case of contracts have both obligations to perform at point of time and overtime, difference from revenue recognition and performance obligations at the beginning of contracts is recognized as contract assets or contract liabilities and recognized over the contracts periods.

Advances from customers will be released to income when services are provided.

Contract assets stated at net book value after allowance for terminate contracts, if any.

Dividend received

Dividend received is recognized in statement of profit or loss and other comprehensive income on the date the Group’s right to receive payments is established.

Interest income

Interest income is recognized in the statement of profit or loss and other comprehensive income as it accrues.

3.16 Finance costs

Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions and contingent consideration, impairment losses recognized on financial assets (other than trade receivables), and losses on hedging instruments that are recognized as profit or loss.

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized as expense in the statement of profit or loss and other comprehensive income using the effective interest method.

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3.17 Lease

Operating Lease

Payments made under operating leases are recognized in statement of profit or loss and other comprehensive income on a straight line basis over the term of the lease.

Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confirmed.

Determining whether an arrangement contains a lease

At inception of an arrangement, the Group determines whether such an arrangement is or contains a lease. A specific asset is the subject of a lease if fulfilment of the arrangement is dependent on the use of that specified asset. An arrangement conveys the right to use the asset if the arrangement conveys to the Group the right to control the use of the underlying asset.

At inception or upon reassessment of the arrangement, the Group separates payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Group concludes for a finance lease that it is impracticable to separate the payments reliably, an asset and a liability are recognized at an amount equal to the fair value of the underlying asset. Subsequently, the liability is reduced as payments are made and an imputed finance charge on the liability is recognized using the Group’s incremental borrowing rate.

Financial lease

A lease in which substantially all the risks and rewards of ownership other than legal title are transferred to the Company is accounted for as a financial lease. The Company recognized liabilities and the leased assets at the lower of estimated present value of the underlying lease payments or at the fair value of the equipment at the contractual date. The leased assets are depreciated using the straight-line method over their estimated useful lives. Interest or financial charge is recognized by the effective interest rate method over the term of contracts. Interest or financial charge and depreciation are recognized as expenses in the statement of profit or loss and other comprehensive income.

3.18 Income tax expense

Income tax expense for the year comprises current and deferred tax. Current and deferred tax are recognized as income or expense in the statement of profit or loss and other comprehensive income except to the extent that they relate to a business combination, or items recognized directly in equity or in other comprehensive income.

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Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; and differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future.

The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. New information may become available that causes the Group to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilized. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realized.

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3.19 Earnings per share

The Group presents basic earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period.

3.20 Segment information

Segment results that are reported to the Group’s executive committee (the chief operating decision maker) include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

4. RELATED PARTIES

Enterprises and individuals that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with the Group, including holding companies, subsidiaries and fellow subsidiaries are related parties of the Group. Individuals owning, directly or indirectly, an interest in the voting power of the Group that gives them significant influence over the enterprise, key management personnel of the 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.

Relationships with subsidiaries are described in Note 9. Relationship with other related parties were as follows:

Name of entities Country of Nature of relationships incorporation Singapore Telecommunications Singapore Related party

Limited Advanced Wireless Network Co., Ltd. Thailand Major shareholder, 99.58% shareholding

(“AWN”) Advanced Info Service Public Company Limited (“AIS”)

Thailand Hold 99.99% in AWN and shared directors since February 2018

and related party Intouch Holdings Public Company Thailand Related party Limited (“INTOUCH”) and related party

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The pricing policies for transactions with related parties are explained further below:

Transactions Pricing policies Sales of goods and services Market price Purchases of goods and services Market price Interest expense Average rate of return plus 0.25% Management fee Mutually agreed basis as a fixed monthly fee

Significant transactions with related parties for the years ended December 31, 2019 and 2018 were as follows:

Unit: Thousand Baht Consolidated Separate financial statements financial statements For the years For the years ended December 31, ended December 31, 2019 2018 2019 2018 Major shareholder Sales of goods and rendering of services 181,409 10,850 127,809 5,274 Other income 79,267 6,015 79,267 6,015 Purchases of goods and services 196,770 69,606 188,792 67,893 Other expenses 5,328 2,741 922 801 Subsidiaries Sales of goods and rendering of services - - 9,161 4,560 Other income - - - 40 Purchases of goods and services - - 15,595 11,239 Interest expenses - - 374 917 Other expenses - - 181 1,000 Other related parties Sales of goods and rendering of services 281,149 194,515 21,400 7,265 Other income 404 128 - - Purchases of goods and services 48,868 7,835 4,823 7,827 Other expenses 5,114 3,753 3,746 2,132 Key management personnel Key management benefit expenses - 23,078 - 23,078

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Balances with related parties as at December 31, 2019 and 2018 were as follows:

Unit: Thousand Baht Consolidated Separate

financial statements financial statements As at December 31, As at December 31,

2019 2018 2019 2018 Trade receivables Major shareholder 120,937 3,287 110,350 2,468 Subsidiaries - - 521 674 Other related parties 49,588 25,882 12,600 2,639 170,525 29,169 123,471 5,781 Unbilled revenue Major shareholder 13,151 4,104 8,799 3,755 Other related parties 39,757 20,250 1,297 127 52,908 24,354 10,096 3,882 Total trade receivables and unbilled revenue 223,433 53,523 133,567 9,663 Trade payables Major shareholder 45,434 20,399 43,787 19,525 Subsidiaries - - 2,386 2,310 Other related parties 16,343 1,183 2,039 1,103 Total 61,777 21,582 48,212 22,938 Other payables Major shareholder 5,892 1,872 2,066 1,450 Subsidiaries - - 47 525 Other related parties 471 243 253 235 Total 6,363 2,115 2,366 2,210 Short-term borrowing from subsidiaries Subsidiaries - - - 50,000

As at December 31, 2019, outstanding of short-term borrowing from subsidiaries represented unsecured promissory notes, denominated in Thai Baht which bear 1.55% interest rate per annum. The Company has fully paid promissory notes during June, 2019. (2019 : nil)

Significant agreements with related parties 4.1 The Group has entered into agreements with I.T. Applications and Services

Company Limited, a related party, to receive computer system maintenance services. The agreement has a 1-year period and is renewable on an annual basis. The contract parties have a right to terminate the agreement by giving advance written notice of 180 days.

4.2 The Company has entered into a service agreement with Advanced Wireless Network Co., Ltd. (“AWN”), a major shareholder, to develop and maintenance AIS We Cloud Service application for support the customer of AWN. The contract parties have a right to terminate the agreement by giving advance written notice of 60 days.

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4.3 A subsidiary has entered into a service agreement with MIMO Tech Co., Ltd. (“MMT”), a related party, to provide mobile content services for its network, by sharing the revenue as agreed in each service. The agreement is renewable annually unless there is a cancellation in writing with a 30-day notice period.

4.4 A subsidiary has entered into a service agreement with Advanced Contact Center Co., Ltd. (“ACC”), a related party, to arrange the agents and provide call centre operation to execute each of incoming call service. The contract parties have a right to terminate the agreement by giving advance written notice of 120 days.

4.5 The Company has transactions to use International Internet Gateway services with Advanced Wireless Network Co., Ltd. (“AWN”), a major shareholder, to provide internet service to customers in high quality and coverage areas. Such transactions have a right to terminate by giving advance written notice of 1 month.

5. CASH AND CASH EQUIVALENTS

Cash and cash equivalents as at December 31, were as follows:

Unit : Thousand Baht Consolidated Separate financial statements financial statements As at December 31, As at December 31, 2019 2018 2019 2018 Cash on hand 65 62 16 24 Cash at banks - current accounts and saving accounts 497,579 254,268 395,638 181,964 Highly liquid short-term investments 134,789 87,846 - - Total 632,433 342,176 395,654 181,988

The currency denomination of cash and cash equivalents of the Group and the Company as at December 31, 2019 and 2018 were as follows:

Unit : Thousand Baht Consolidated Separate financial statements financial statements As at December 31, As at December 31, 2019 2018 2019 2018 Thai Baht 632,433 342,176 395,654 181,988 Total 632,433 342,176 395,654 181,988

Savings deposits held with banks and promissory notes as at December 31, 2019 had interest rates ranging from 0.10% - 1.30% per annum (2018: 0.10% - 1.18% per annum).

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6. TRADE RECEIVABLES

Trade receivables as at December 31, were as follows: Unit: Thousand Baht

Consolidated Separate financial statements financial statements As at December 31, As at December 31, Note 2019 2018 2019 2018 Trade receivables Related parties 4 170,525 29,169 123,470 5,781 Other parties 313,390 299,895 289,538 275,670 483,915 329,064 413,008 281,451 Unbilled revenue Related parties 4 52,908 24,354 10,096 3,882 Other parties 69,230 77,960 55,320 66,094 122,138 102,314 65,416 69,976 Total trade receivables and unbilled revenue 606,053 431,378 478,424 351,427 Less Allowance for doubtful accounts (19,638) (24,316) (9,752) (10,467) Net 586,415 407,062 468,672 340,960

Unit : Thousand Baht Consolidated Separate financial statements financial statements For the years ended

December 31, For the years ended

December 31, 2019 2018 2019 2018 Bad and doubtful debts expense 8,777 7,083 8,777 4,613

Aging analyses for trade receivables as at December 31, 2019 and 2018 were as follows:

Unit : Thousand Baht Consolidated Separate financial statements financial statements As at December 31, As at December 31, 2019 2018 2019 2018 Related parties Within credit terms 92,021 26,394 48,289 2,749 Overdue:

3 months or less 69,818 349 66,525 606 Over 3 months up to 6 months 3,988 672 3,958 672 Over 6 months up to 12 months 3,107 69 3,107 69 Over 12 months 1,591 1,685 1,591 1,685

170,525 29,169 123,470 5,781 Other parties Within credit terms 207,863 216,161 200,187 206,792 Overdue:

3 months or less 78,154 58,907 72,584 58,905 Over 3 months up to 6 months 7,409 2,441 7,368 2,441 Over 6 months up to 12 months 4,547 353 4,547 353 Over 12 months 15,417 22,033 4,852 7,179

313,390 299,895 289,538 275,670 Less allowance for doubtful accounts (19,638) (24,316) (9,752) (10,467) 293,752 275,579 279,786 265,203 Net 464,277 304,748 403,256 270,984

The normal credit term granted by the Group ranges from 15 days to 120 days.

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The currency denomination of trade receivables and unbilled revenue of the Group and the Company as at December 31, 2019 and 2018 were as follows:

Unit : Thousand Baht Consolidated Separate financial statements financial statements As at December 31, As at December 31, 2019 2018 2019 2018 Thai Baht 579,032 405,071 461,289 338,969 United States Dollars 7,383 1,991 7,383 1,991 Total 586,415 407,062 468,672 340,960

7. CONTRACT ASSETS

Contract assets as at December 31, 2019 were as follows: (2018 : Nil)

Unit : Thousand Baht Consolidated Separate financial statements financial statements 2019 2019 Current Assets Contract from rendering of services and sale of goods 31,335 31,335

Contract assets are from sales of equipment and monthly service contract with customers. The contract assets are from price allocation to equipment sales which are recognized revenues at point in time, when the Group and the Company transferred control of equipment to customers. Contract asset will decrease relative to monthly service in each month. Monthly services are recognized revenues at over time and percentage of completion.

8. OTHER RECEIVABLES

Other receivables as at December 31, were as follows: Unit : Thousand Baht

Consolidated Separate financial statements financial statements As at December 31, As at December 31, 2019 2018 2019 2018 Prepaid expenses 116,002 122,856 112,587 117,985 Tax refundable 5,345 7,265 - - - Advance payments 2,603 2,420 2,516 2,407 Others 475 551 - - Total 124,425 133,092 115,103 120,392

Other receivables of the Group and the Company as at December 31, 2019 and 2018 were denominated entirely in Thai Baht.

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9. INVENTORIES

Inventories as at December 31, were as follows: Unit : Thousand Baht

Consolidated Separate financial statements financial statements As at December 31, As at December 31, 2019 2018 2019 2018 Finished goods 50,797 22,899 50,714 22,816 Projects in progress 54,995 26,430 54,995 26,430 Supplies 1,108 893 1,108 893 106,900 50,222 106,817 50,139 Less Allowance for decline in value of inventories (938) (632) (938) (632) Total 105,962 49,590 105,879 49,507 Unit : Thousand Baht Consolidated Separate financial statements financial statements For the years ended


December 31, 2019 2018 2019 2018 Inventories recognized as an expense in cost of sales of goods 439,229 385,589 439,229 385,583

10. INVESTMENT IN SUBSIDIARIES

Movement in investment in subsidiaries for the year ended December 31, were as follows:

Unit: Thousand Baht Separate financial statements For the years ended December 31, 2019 2018 As at January 1, 226,987 208,124 Share of profit of investments in subsidiaries for the years 65,312 38,876 Share of other comprehensive income of subsidiaries 1,935 - Dividend paid during the years (22,034) (20,013) As at December 31, 272,200 226,987

There were no acquisitions and disposals of investments in subsidiaries during the year ended December 31, 2019 and 2018.

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AD Venture Public Company Limited (“ADV”)

At the Annual General Shareholders’ Meeting of ADV held on March 27, 2018, the shareholders approved the appropriation of dividend of Baht 5.59 per share, amounting to Baht 6 million. ADV paid the dividend to shareholders on April 11, 2018.

At the Board of Directors’ Meeting of ADV held on June 19, 2018, the Board of Directors approved the appropriation of interim dividend of Baht 4.65 per share, amounting to Baht 5 million. ADV paid the dividend to shareholders on June 28, 2018.

At the Board of Directors’ Meeting of ADV held on September 6, 2018, the Board of Directors approved the appropriation of interim dividend of Baht 4.65 per share, amounting to Baht 5 million. ADV paid the dividend to shareholders on September 25, 2018.

At the Board of Directors’ Meeting of ADV held on December 13, 2018, the Board of Directors approved the appropriation of interim dividend of Baht 3.73 per share, amounting to Baht 4 million. ADV paid the dividend to shareholders on December 25, 2018. At the Annual General Shareholders’ Meeting of ADV held on March 27, 2019, the shareholders approved the appropriation of dividend of Baht 3.73 per share, amounting to Baht 4 million. ADV paid the dividend to shareholders on April 25, 2019.

At the Board of Directors’ Meeting of ADV held on June 20, 2019, the Board of Directors approved the appropriation of interim dividend of Baht 5.59 per share, amounting to Baht 6 million. ADV paid the dividend to shareholders on June 27, 2019.

At the Board of Directors’ Meeting of ADV held on September 25, 2019, the Board of Directors approved the appropriation of interim dividend of Baht 5.59 per share, amounting to Baht 6 million. ADV paid the dividend to shareholders on September 25, 2019.

At the Board of Directors’ Meeting of ADV held on December 4, 2019, the Board of Directors approved the appropriation of interim dividend of Baht 5.59 per share, amounting to Baht 6 million. ADV paid the dividend to shareholders on December 27, 2019.

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Investments in subsidiaries as at December 31, 2019 and 2018, and dividend income from those investments for the years then ended, were as follows:

Separate financial statements Dividend income Name Type of business Ownership interest Paid-up capital Cost Method Equity Method For the years ended As at December 31, As at December 31, As at December 31, As at December 31, December 31,

2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 (%) (Thousand Baht)

Subsidiaries Teleinfo Media Public Providing the online

advertising and being the outsourced contact center

99.99 99.99 156,544 156,544 562,694 562,694 165,089 149,304 - - Company Limited

AD Venture Public Providing mobile 99.99 99.99 10,748 10,748 35,964 35,964 107,111 77,683 22,033 20,013 Company Limited contents and

develop application Total 598,658 598,658 272,200 226,987 22,033 20,013 Indirect subsidiary Yellow Pages Commerce Online advertising 99.94 99.94 100 100 86 86 109 94 - -

Company Limited business

All subsidiaries and indirect subsidiary operate in Thailand.

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11. PROPERTY, PLANT AND EQUIPMENT

Movement of property, plant and equipment for the years ended December 31, 2019 and 2018 were as follows:

Unit : Thousand Baht Consolidated financial statements Furniture, Assets under Building and Internet fixtures construction leasehold equipment and office and Land improvements equipment Vehicles installation Total Cost As at January 1, 2018 101,676 233,099 1,102,745 575,723 10,971 127 2,024,341 Additions - 1,364 36,506 38,209 - 92,713 168,792 Disposals - - (46,728) (21,390) (4,534) - (72,652) Write-off - (1,128) (6,792) (2,647) - - (10,567) Transfers in - 30,226 11,303 49,373 - - 90,902 Transfers out - - - - - (90,902) (90,902) As at December 31, 2018 and January 1, 2019 101,676 263,561 1,097,034 639,268 6,437 1,938 2,109,914 Additions - 3,892 27,007 46,668 - 20,514 98,081 Disposals - - (103,472) (22,846) (4,697) - (131,015) Write-off - - (6,253) (134) - - (6,387) Transfer-in - - 4,480 13,969 - - 18,449 Transfer-out - - - - - (18,234) (18,234) As at December 31, 2019 101,676 267,453 1,018,796 676,925 1,740 4,218 2,070,808

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Unit : Thousand Baht Consolidated financial statements (Continued) Furniture, Assets under Building and Internet fixtures construction leasehold equipment and office and Land improvements equipment Vehicles installation Total Accumulated depreciation As at January 1, 2018 - (28,069) (816,238) (299,458) (7,705) - (1,151,470) Depreciation charge for the year - (9,635) (70,575) (70,073) (1,772) - (152,055) Disposals - - 46,596 20,201 4,534 - 71,331 Write-off - 561 6,783 2,483 - - 9,827 As at December 31, 2018 and January 1, 2019 - (37,143) (833,434) (346,847) (4,943) - (1,222,367) Depreciation charge for the year - (11,261) (54,163) (75,390) (774) - (141,588) Disposals - - 38,962 18,746 4,524 - 62,232 Write-off - - 5,867 86 - - 5,953 As at December 31, 2019 - (48,404) (842,768) (403,405) (1,193) - (1,295,770)

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Unit : Thousand Baht Consolidated financial statements (Continued) Furniture, Assets under Building and Internet fixtures construction leasehold equipment and office and Land improvements equipment Vehicles installation Total Net book value As at January 1, 2018 Owned assets 101,676 205,030 286,507 276,265 2,124 127 871,729 Assets under finance leases - - - - 1,142 - 1,142 101,676 205,030 286,507 276,265 3,266 127 872,871 As at December 31, 2018 and January 1, 2019 Owned assets 101,676 226,418 263,600 292,421 1,174 1,938 887,227 Assets under finance leases - - - - 320 - 320 101,676 226,418 263,600 292,421 1,494 1,938 887,547 As at December 31, 2019

Owned assets 101,676 219,049 176,028 273,520 547 4,218 775,038

Assets under finance leases - - - - - - - 101,676 219,049 176,028 273,520 547 4,218 775,038

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Unit : Thousand Baht Separate financial statements Furniture, Assets under fixtures construction Building Internet and office and Land improvements equipment equipment Vehicles installation Total Cost As at January 1, 2018 101,676 232,487 802,646 710,484 11,595 127 1,859,015 Additions - 1,364 36,506 35,769 - 92,713 166,352 Disposals - - (46,728) (15,025) (4,534) - (66,287) Write-off - (1,128) (6,792) (2,647) - - (10,567) Transfers in - 30,226 11,303 49,373 - - 90,902 Transfers out - - - - - (90,902) (90,902) As at December 31, 2018 and January 1, 2019 101,676 262,949 796,935 777,954 7,061 1,938 1,948,513 Additions - 3,892 27,007 42,288 - 11,197 84,384 Disposals - - (103,472) (11,046) (4,697) - (119,215) Write-off - - (6,253) (134) - - (6,387) Transfer-in - - 4,480 4,652 - - 9,132 Transfer-out - - - - - (8,917) (8,917) As at December 31, 2019 101,676 266,841 718,697 813,714 2,364 4,218 1,907,510

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Unit : Thousand Baht Separate financial statements (Continued) Furniture, Assets under fixtures construction Building Internet and office and Land improvements equipment equipment Vehicles installation Total Accumulated depreciation As at January 1, 2018 - (27,644) (554,197) (403,661) (8,359) - (993,861) Depreciation charge for the year - (9,550) (70,575) (64,967) (1,771) - (146,863) Disposals - - 46,596 13,837 4,534 - 64,967 Write-off - 561 6,783 2,483 - - 9,827 As at December 31, 2018 and January 1, 2019 - (36,633) (571,393) (452,308) (5,596) - (1,065,930) Depreciation charge for the year - (11,209) (54,163) (71,365) (774) - (137,511) Disposals - - 38,962 6,946 4,524 - 50,432 Write-off - - 5,867 86 - - 5,953 As at December 31, 2019 - (47,842) (580,727) 516,641 (1,846) - (1,147,056)

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Unit : Thousand Baht Separate financial statements (Continued) Furniture, Assets under fixtures construction Building Internet and office and Land improvements equipment equipment Vehicles installation Total Net book value As at January 1, 2018 Owned assets 101,676 204,843 248,449 306,823 2,094 127 864,012 Assets under finance leases - - - - 1,142 - 1,142 101,676 204,843 248,449 306,823 3,236 127 865,154 As at December 31, 2018 and January 1, 2019 Owned assets 101,676 226,316 225,542 325,646 1,145 1,938 882,263 Assets under finance leases - - - - 320 - 320 101,676 226,316 225,542 325,646 1,465 1,938 882,583 As at December 31, 2019 Owned assets 101,676 218,999 137,970 297,073 518 4,218 760,454 101,676 218,999 137,970 297,073 518 4,218 760,454

The gross amount of the Group’s and the Company’s fully depreciated plant and equipment that was still in use as at December 31, 2019 amounted to Baht 898 million and Baht 736 million, respectively (2018: Baht 746 million and Baht 580 million, respectively).

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12. OTHER INTANGIBLE ASSETS

Movements of intangible assets for the years ended December 31, 2019 and 2018 were as follows:

Unit : Thousand Baht Consolidated financial statements Fibre optics Software Assets under licences licences installation Total Cost As at January 1, 2018 85,867 122,123 - 207,990 Additions 343 3,506 432 4,281 Disposals - (1,739) - (1,739) Write-off - (5,845) - (5,845) As at December 31, 2018 and January 1, 2019 86,210 118,045 432 204,687 Additions 10 7,679 2,734 10,423 Transfer out - (214) - (214) As at December 31, 2019 86,220 125,510 3,166 214,896 Accumulated amortization As at January 1, 2018 (52,276) (87,556) - (139,832) Amortization for the year (8,457) (8,918) - (17,375) Disposals - 1,589 - 1,589 Write-off - 5,845 - 5,845 As at December 31, 2018 and January 1, 2019 (60,733) (89,040) - (149,773) Amortization for the year (8,496) (7,760) - (16,256) As at December 31, 2019 (69,229) (96,800) - (166,029) Net book value As at January 1, 2018 33,591 34,567 - 68,158 As at December 31, 2018 and January 1, 2019 25,477 29,005 432 54,914 As at December 31, 2019 16,991 28,710 3,166 48,867

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Unit : Thousand Baht Separate financial statements Fibre optics Software Assets under licences licences installation Total Cost As at January 1, 2018 85,867 75,369 - 161,236 Additions 343 3,106 432 3,881 Disposals - (1,739) - (1,739) Write-off - (5,845) - (5,845) As at December 31, 2018 and 86,210 70,891 432 157,533 January 1, 2019 Additions 10 6,354 1,035 7,399 Transfer out - (214) - (214) As at December 31, 2019 86,220 77,031 1,467 164,718 Accumulated amortization As at January 1, 2018 (52,276) (48,039) - (100,315) Amortization for the year (8,457) (6,322) - (14,779) Disposals - 1,589 - 1,589 Write-off - 5,845 - 5,845 As at December 31, 2018 and January 1, 2019 (60,733) (46,927) - (107,660) Amortization for the year (8,496) (5,881) - (14,377) As at December 31, 2019 (69,229) (52,808) - (122,037) Net book value As at January 1, 2018 33,591 27,330 - 60,921 As at December 31, 2018 and January 1, 2019 25,477 23,964 432 49,873 As at December 31, 2019 16,991 24,223 1,467 42,681

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13. DEFERRED TAX ASSETS

Deferred tax assets as at December 31, were as follows Unit : Thousand Baht

Consolidated Separate financial statements financial statements For the years ended For the years ended December 31, December 31, 2019 2018 2019 2018 Deferred tax assets 50,612

(6,267) 48,018

- 39,842

(6,267) 33,961

- Deferred tax liabilities Deferred tax - net 44,345 48,018 33,575 33,961

Movements of deferred tax assets for the years ended December 31, 2019 and 2018 were as follows:

Unit : Thousand Baht Consolidated financial statements Recognized in Effect from

As at Recognized in Other adoption of As at January 1, Profit or comprehensive TFRS15 December 2019 loss income (Note 2.4) 31, 2019

Deferred tax assets Trade receivables 4,889 (961) - - 3,928 Inventories 126 61 - - 187 Property, plant and equipment 1,686 172 - - 1,858 Other payables 595 (66) - - 529 Unearned income and advance receipts

804 (103) - - 701

Provision for employee benefit 33,290 14,010 (6,823) - 40,477 Tax loss carry-forwards 6,628 (3,696) - - 2,932 Total 48,018 9,417 (6,823) - 50,612 Deferred tax liabilities Contract assets - (4,263) - (2,004) (6,267) Total - (4,263) - (2,004) (6,267) Deferred tax – net 48,018 5,154 (6,823) (2,004) 44,345

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Unit : Thousand Baht Consolidated financial statements Recognized in As at Recognized in Other As at

January 1, Profit or comprehensive December 31, 2018 loss income 2018

Deferred tax assets Trade receivables 9,064 (4,175) - 4,889 Inventories 6 120 - 126 Property, plant and equipment 1,605 81 - 1,686 Other intangible assets 1,718 (1,718) - - Other payables 512 83 - 595 Unearned income and advance receipts 928 (124) - 804 Provision for employee benefit 30,997 2,293 - 33,290 Tax loss carry-forwards 6,853 (225) - 6,628 Total 51,683 (3,665) - 48,018

Unit : Thousand Baht Separate financial statements Recognized in Effect from As at Recognized in other Adoption of As at

January 1, Profit or comprehensive TFRS15 December 31, 2019 loss income (Note 2.4) 2019

Deferred tax assets Trade receivables 2,093 (143) - - 1,950 Inventories 126 61 - - 187 Property, plant and equipment 1,584 161 - - 1,745 Other payables 382 - - - 382 Unearned income and advance receipts

804

(103)

-

-

701

Provision for employee benefit 28,972 12,244 (6,339) - 34,877 Total 33,961 12,220 (6,339) - 39,842 Deferred tax liabilities Contract assets - (4,263) - (2,004) (6,267) Total - (4,263) - (2,004) (6,267) Deferred tax – net 33,961 7,957 (6,339) (2,004) 33,575

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Unit : Thousand Baht Separate financial statements Recognized in As at Recognized in Other As at

January 1, Profit or comprehensive December 31, 2018 loss income 2018

Deferred tax assets Trade receivables 2,390 (297) - 2,093 Inventories 6 120 - 126 Property, plant and equipment 1,520 64 - 1,584 Other payables 382 - - 382 Unearned income and advance receipts 927 (123) - 804 Provision for employee benefit 27,260 1,712 - 28,972 Total 32,485 1,476 - 33,961

As at December 31, 2019, the Group recognized deferred tax assets of Baht 3 million (2018: Baht 7 million) for unused tax losses of a subsidiary as management considered it is probable that future taxable profits will be available against which they can be utilized. Such tax losses will expire in 2019 - 2022.

14. INTEREST - BEARING LIABILITIES

Interest - bearing liabilities as at December 31, were as follows

Unit : Thousand Baht Consolidated Separate financial statements financial statements As at December 31, As at December 31, 2019 2018 2019 2018

Current liabilities Short-term borrowing from subsidiaries Unsecured - - - 50,000 Current portion of finance lease liabilities - 1,799 - 1,799 Total - 1,799 - 51,799

The periods to maturity of interest-bearing liabilities, excluding finance lease liabilities, as at December 31, 2019 and 2018 were as follows:

Unit : Thousand Baht Consolidated Separate financial statements financial statements

As at December 31, As at December 31, Period 2019 2018 2019 2018

Within one year - - - 50,000 Total - - - 50,000

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Credit facilities

As at December 31, 2019, the Group and the Company had unutilized credit facilities totalling Baht 1,863 million and Baht 1,713 million, respectively (2018: Baht 1,868 million and Baht 1,718 million, respectively).

Finance lease liabilities

Finance lease liabilities as at December 31 2018 were as follows: (2019 : nil)

Unit : Thousand Baht Consolidated financial statements Separate financial statements As at December 31, 2018 As at December 31, 2018 Present Present

Future value of Future value of minimum minimum minimum minimum

lease lease lease lease Period payments Interest payments payments Interest payments

Within one year 1,832 33 1,799 1,832 33 1,799 Total 1,832 33 1,799 1,832 33 1,799

Interest-bearing liabilities of the Group and the Company as at December 31, 2018 were denominated entirely in Thai Baht.

Reconciliation of liabilities arising from financing activities

Unit: Thousand Baht Consolidated financial statements As at Cash flows As at

January 1, Proceeds Repayment December 31, 2019 2019 Finance lease liabilities 1,799 - (1,799) -

Unit: Thousand Baht Consolidated financial statements As at Cash flows Non-cash changes As at January 1, Proceeds Repayment Maturity Renewal December 31, 2018 2018 Short-term borrowings from financial institution 250,000 - (250,000) (50,000) 50,000 - Current portion of long-term

borrowing from financial institution 60,000 - (60,000) - - -

Finance lease liabilities 2,347 - (548) - - 1,799

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Unit: Thousand Baht

Separate financial statements As at Cash flows As at

January 1, Proceeds Repayment December 31, 2019 2019 Short-term borrowings from financial institution 50,000 - (50,000) - Finance lease liabilities 1,799 - (1,799) -

Unit: Thousand Baht Separate financial statements As at Cash flows Non-cash changes As at January 1, Proceeds Repayment Maturity Renewal December 31, 2018 2018 Short-term borrowings from financial institution 250,000 - (250,000) (50,000) 50,000 - Current portion of long-term

borrowing from - 90,000 (40,000) (50,000) 50,000 50,000 Long-term borrowing from financial institution

financial institution 60,000 - (60,000) - - - Finance lease liabilities 2,347 - (548) - - 1,799

15. TRADE PAYABLES

Trade payables as at December 31, were as follows Unit : Thousand Baht

Consolidated Separate financial statements financial statements As at December 31, As at December 31, Note 2019 2018 2019 2018 Related parties 4 61,777 21,582 48,212 22,938 Other parties 340,967 262,777 323,263 244,518 Total 402,744 284,359 371,475 267,456

The currency denomination of trade payables of the Group and the Company as at December 31, 2019 and 2018 were as follows:

Unit : Thousand Baht Consolidated Separate financial statements financial statements As at December 31, As at December 31, 2019 2018 2019 2018 Thai Baht 402,677 284,197 371,408 267,294 United States Dollars 67 162 67 162 Total 402,744 284,359 371,475 267,456

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16. OTHER PAYABLES

Other payables as at December 31, were as follows Unit : Thousand Baht

Consolidated Separate financial statements financial statements As at December 31, As at December 31, Note 2019 2018 2019 2018 Related parties Others 4 6,363 2,115 2,366 2,210 6,363 2,115 2,366 2,210 Other parties Accrued bonus 59,337 62,852 44,672 52,191 Accrued commission 9,532 12,934 9,436 12,892 Accrued license and USO fees 19,831 17,964 19,831 17,964 Other accrued expenses 31,568 33,131 16,560 17,102 Other account payables 17,356 17,546 17,356 17,388 Others 2,322 3,277 587 738 139,946 147,704 108,442 118,275 Total 146,309 149,819 110,808 120,485

Other payable of the Group and the Company as at December 31, 2019 and 2018 were denominated entirely in Thai Baht.

17. PROVISION FOR EMPLOYEE BENEFIT

Provision for employee benefit as at December 31, were as follows:

Unit : Thousand Baht Consolidated Separate financial statements financial statements As at December 31, As at December 31, 2019 2018 2019 2018 Statements of financial position Provision for employee benefit Post-employment benefits 200,082 164,043 172,430 142,904 Other long-term employee benefits 2,303 2,405 1,953 1,955 Total 202,385 166,448 174,383 144,859

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Unit : Thousand Baht Consolidated Separate financial statements financial statements For the years ended For the years ended December 31, December 31, 2019 2018 2019 2018 Statements of profit or loss and

other comprehensive income: Recognized in profit or loss:-

Post-employment benefits 70,976 12,874 62,044 10,017 Other long-term employee benefits (90) 249 (2) 199 Total 70,886 13,123 62,042 10,216

Recognized in other comprehensive

income: Gains on remeasurements of

defined benefit plans (34,114) - (31,695) -

The Group and the Company operate a defined benefit pension plan b ased on the requirement of Thai Labour Protection Act B.E. 2541 (1998) to provide retirement benefits to employees based on pensionable remuneration and length of service.

On April 5, 2019, The Labor Protection Act (No. 7) B.E. 2562 has been announced in the Royal Gazette which will be effective in 30 days after the announce date. This Labor Protection Act stipulates additional legal severance pay rates for employees who have worked for an uninterrupted period of twenty years or more. Such employees are entitled to receive compensation of not less than that of the last 400 days, based on the final wage rate. This change is considered an amendment to post-employment benefits plan. The Group and the Company already reflected the effect of such change by recogn izing past service cost as an expense in the consolidated and separate statement of profit or loss and other comprehensive income in amount of Baht 49.57 million and Baht 43.64 million, respectively.

The defined benefit plans expose the Group to actuarial risks, such as longevity risk, currency risk, interest rate risk and market (investment) risk.

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Movement in the present value of the provision for employee benefit for the years ended December 31, 2019 and 2018 were as follows:

Unit : Thousand Baht Consolidated Separate financial statements financial statements Note 2019 2018 2019 2018 Provision for employee benefit as at 1 January 166,448 154,983 144,859 136,301 Include in profit or loss

for the years ended December 31, Current service cost 14,867 7,004 12,773 4,834 Past service cost 49,570 - 43,644 - Interest on obligation 25 6,449 6,119 5,625 5,382 70,886 13,123 62,042 10,216 Include in in other comprehensive income

for the years ended December 31, Gains on remeasurements of

defined benefit plans (34,114) - (31,695) - (34,114) - (31,695) - Others Benefit paid (835) (1,658) (823) (1,658) (835) (1,658) (823) (1,658) Provision for employee benefit as at December 31, 202,385 166,448 174,383 144,859

Gains on remeasurements of defined benefit plans recognized in other comprehensive income for the years ended December 31, 2019 and 2018 arising from:

Unit : Thousand Baht Consolidated Separate financial statements financial statements For the years ended


December 31, 2019 2018 2019 2018 Financial assumptions (31,990) - (32,176) - Experience adjustment (2,124) - 481 - Total (34,114) - (31,695) -

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Actuarial assumptions

Principal actuarial assumptions at the reporting date (expressed as weighted averages).

Consolidated financial statements

Separate financial statements

For the years ended For the years ended December 31, December 31,

2019 2018 2019 2018 (%) (%)

Discount rate 2.4 3.0 2.4 3.0 Future salary growth 5.0 7.0 5.0 7.0

Assumptions regarding future mortality have been based on published statistics and mortality tables.

Sensitivity analysis Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined provision for employee benefit plans by the amounts shown below.

Unit : Thousand Baht Impact on the provision for employee benefit

increased (decreased) Consolidated

financial statements Separate

financial statements As at December 31, As at December 31, 2019 2018 2019 2018 Discount rate - increase by 0.5% (12,167) (21,098) (10,450) (18,400) Discount rate - decrease by 0.5% 13,231 25,235 11,360 22,016 Future salary increase by 0.5% 12,752 23,806 10,953 20,743 Future salary decrease by 0.5% (11,860) (20,404) (10,192) (17,777)

Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.

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18. SHARE CAPITAL

Movement in share capital for the year ended December 31, were as follows

Par value As at December 31, 2019 As at December 31, 2018 per share Number Baht Number Baht (Baht) (thousand shares / thousand Baht)

Authorized As at January 1,

Ordinary shares 0.25 594,515 148,629 594,515 148,629 As at December 31,

Ordinary shares 0.25 594,515 148,629 594,515 148,629 Issued and paid-up As at January 1,

Ordinary shares 0.25 594,515 148,629 594,515 148,629 As at December 31, Ordinary shares 0.25 594,515 148,629 594,515 148,629

The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company.

Premium on ordinary share

Section 51 of the Public Limited Companies Act B.E. 2535 requires companies to set aside share subscription monies received in excess of the par value of the shares issued to a reserve account (“premium on ordinary share”). Share premium is not available for dividend distribution.

19. LEGAL RESERVE

Section 116 of the Public Limited Companies Act B.E. 2535 requires that a company shall allocate not less than 5% of its annual net profit less the accumulated losses brought forward, if any, to a reserve account (“Legal reserve”), until this account reaches an amount not less than 10% of the registered capital. The legal reserve is not available for dividend distribution.

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20. SEGMENT INFORMATION

The Group has three reportable segments, as described below, which are the Group’s strategic divisions. The strategic divisions offer different products and services, and are managed separately because they require different technology and marketing strategies. For each of the strategic divisions, the Group’s executive committee reviews internal management reports on at least a quarterly basis. The following summary describes the operations in each of the Group’s reportable segments.

Segment 1 Sales and services relating to the internet business Segment 2 Media and advertising Segment 3 Voice info service mobile contents and develop application

Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit before tax, as included in the internal management reports that are reviewed by the Group’s executive committee. Segment profit before tax is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.

Geographical segments

The Group is managed and operates principally in Thailand. There are no material revenues derived from, or assets located in, foreign countries.

Major customer

Revenues from one customer of the Group’s segment 3 represents for the years ended December 31, 2019 and 2018 approximately Baht 108 million and Baht 130 million, respectively of the Group’s total revenues.

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Information about reportable segments Unit : Thousand Baht

Consolidated financial statement Segment 1 Segment 2 Segment 3 Total For the years ended For the years ended For the years ended For the years ended December 31, December 31, December 31, December 31, 2019 2018 2019 2018 2019 2018 2019 2018 External revenue 2,562,391 2,475,169 41,140 38,576 358,384 276,298 2,961,915 2,790,043 Inter-segment revenue 9,161 4,560 42 1,000 34,482 34,173 43,685 39,733 Total segment revenue 2,571,552 2,479,729 41,182 39,576 392,866 310,471 3,005,600 2,829,776 Interest income 1,971 1,651 1,266 713 599 273 3,836 2,637 Interest expense 5,659 8,775 257 118 566 620 6,482 9,513 Depreciation and amortization 151,888 161,643 3,247 1,232 2,707 6,554 157,842 169,429 Segment profit (loss) before income tax 379,649 393,117 7,124 25,718 74,777 25,030 461,550 443,865 Other material items: Capital expenditure 91,783 170,233 9,279 2,146 7,442 693 108,504 173,072 As at December 31, As at December 31, As at December 31, As at December 31, 2019 2018 2019 2018 2019 2018 2019 2018 Reportable segment assets as at December 31, 2,243,567 1,904,134 6,704 17,874 248,982 154,989 2,499,253 2,076,997 Reportable segment liabilities as at December 31, 854,292 768,965 54,431 39,298 68,242 46,871 976,965 855,134

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Reconciliations of reportable segment revenues, profit or loss and assets and liabilities were as follows:

Unit : Thousand Baht For the years ended December 31, 2019 2018 Revenues Total revenue from reportable segments 3,005,600 2,829,776 Investment income 3,836 2,637 Other income 96,573 31,707 3,106,009 2,864,120 Elimination of inter-segment revenue (43,685) (39,733) Total revenue 3,062,324 2,824,387

Profit before income tax 439,517 423,852

Unit : Thousand Baht As at December 31, 2019 2018 Assets Total assets for reportable segments 2,499,253 2,076,997 Elimination of investments in subsidiaries (272,200) (226,987) Elimination of inter-segment assets (8,426) (58,638) 2,218,627 1,791,372 Unallocated amounts 159,032 158,028 Consolidated total assets 2,377,659 1,949,400 Liabilities Total liabilities for reportable segments 976,965 855,134 Elimination of inter-segment liabilities (8,237) (58,449) 968,728 796,685 Unallocated amounts 19,655 17,546 Consolidated total liabilities 988,383 814,231

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Revenue

Disaggregation of revenue

The Group derives its revenue from sale of goods and services to customer by over time and at a point in time in the following goods or services. This is consistent with the revenue information that is disclosed for each reportable segment for the year ended December 31, 2019 and 2018.

Unit : Thousand Baht

Consolidated financial statement For the period ended

December 31, 2019

December 31, 2018

Segment Revenue Segment 1 - Sales and services relating to the

internet business -

2,562,391

2,475,169 Segment 2 - Media and advertising 41,140 38,576 Segment 3 - Voice info service mobile contents and

develop application

358,384

276,298 Total 2,961,915 2,790,043 Period of revenue recognition At a point in time - Segment 1 - Sales and services relating to the

internet business - 884,712 645,468 Over Time Segment 1 - Sales and services relating to the

internet business 1,677,679 1,829,701 Segment 2 - Media and advertising 41,140 38,576 Segment 3 - Voice info service mobile contents and

develop application 358,384 276,298 2,077,203 2,144,575 Total 2,961,915 2,790,043

The following table shows the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as at the end of the reporting period. As permitted under the transitional provisions in TFRS 15, the transaction price allocated to (partially) unsatisfied performance obligations as of December 31, 2019 is not disclosed.

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21. OTHER INCOME

Other income for the year ended December 31, were as follows

Unit : Thousand Baht Consolidated Separate financial statements financial statements For the years ended For the years ended December 31, December 31, 2019 2018 2019 2018 Bad debt refunded 3,740 7,292 - - Reverse of provision for doubtful debt 2,944 10,500 - - Gain on disposal of equipment 10,081 696 9,889 644 Subsidy income from marketing activities 2,211 4,557 2,211 4,557 Service income from outsourcing 33,469 3,630 33,469 3,630 Income from sale of internet protocol version 4 36,724 - 36,724 - Others 7,404 5,032 6,946 4,809 Total 96,573 31,707 89,239 13,640

22. EMPLOYEE BENEFIT EXPENSES

Employee benefit expenses for the year ended December 31, were as follows

Unit : Thousand Baht Consolidated Separate financial statements financial statements For the years ended For the years ended December 31, December 31, Note 2019 2018 2019 2018 Wages, salaries and bonus 589,077 534,382 412,374 399,490 Employee benefit 17 64,437 7,004 56,417 4,834 Defined contribution plans 20,625 19,971 17,896 17,444 Others 55,192 52,387 42,820 42,379 Total 729,331 613,744 529,507 464,147

Defined contribution plans

The defined contribution plans comprise provident funds established by the Group for its employees. Membership to the funds is on a voluntary basis. Contributions are made monthly by the employees at rates ranging from 3% to 15% of their basic salaries and by the Group at rates ranging from 3% to 7% of the employees’ basic salaries. The provident funds are registered with the Ministry of Finance as juristic entities and are managed by a licensed Fund Manager.

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23. EXPENSE BY NATURE

The financial statements include an analysis of expenses by function. Expenses by nature disclosed in accordance with the requirements of various TFRSs for the years ended December 31, 2019 and 2018 were as follows:

Unit : Thousand Baht Consolidated Separate financial statements financial statements For the years ended For the years ended December 31, December 31, Notes 2019 2018 2019 2018 Employee benefit expenses 22 729,331 613,744 529,507 464,147 Depreciation of plant and equipment 11 141,588 152,055 137,511 146,863 Amortization of other intangible assets 12 16,256 17,375 14,377 14,779 Operating lease expense 122,135 144,942 106,002 130,695

24. FINANCE COSTS

Finance costs for the year ended December 31, were as follows Unit : Thousand Baht

Consolidated financial statements

Separate financial statements

For the years ended For the years ended December 31, December 31,

Note 2019 2018 2019 2018 Interest expense: Loans from financial institutions - 3,295 - 3,295 Loans from subsidiaries - - 374 917 Finance lease liabilities 33 99 33 99 Interest on provision for

employee benefit 17 6,449 6,119 5,625 5,382 Total 6,482 9,513 6,032 9,693

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25. INCOME TAX EXPENSE

Income tax expenses recognized in the statements of profit or loss and other comprehensive income for the years ended December 31, 2019 and 2018 were as follows:

Income tax expense recognized in profit or loss.

Unit : Thousand Baht Consolidated Separate financial statements financial statements For the years ended For the years ended December 31, December 31,

Note 2019 2018 2019 2018 Current tax expense Current year 79,208 84,711 59,833 67,698 Under recorded income tax expense

in prior year (382) (305) (398) (305) 78,826 84,406 59,435 67,393 Deferred tax Movements in temporary differences 12 5,154 (3,665) 7,957 1,476 5,154 (3,665) 7,957 1,476 Total 83,980 80,741 67,392 68,869

Income tax expense recognized in other comprehensive income.

Unit : Thousand Baht Consolidated financial statements For the year ended

December 31, 2019 For the year ended

December 31, 2018 Before Tax Net of Before Tax Net of tax benefit tax tax benefit Tax Gain on remeasurements of defined benefit plan 34,114 (6,823) 27,291 - - -

Total 34,114 (6,823) 27,291 - - -

Unit : Thousand Baht

Separate financial statements For the year ended

December 31, 2019 For the year ended

December 31, 2018 Before Tax Net of Before Tax Net of tax benefit tax tax benefit tax Gain on remeasurements of defined benefit plan 31,695 (6,339) 25,356 - - -

Total 31,695 (6,339) 25,356 - - -

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Reconciliation of effective tax rate

Unit : Thousand Baht Consolidated financial statements For the years ended December 31, 2019 2018

Tax Rate (%)

Amount Tax Rate (%)

Amount

Profit before income tax expense 439,517 423,852 Income tax using applicable tax rate 20 87,903 20 84,770 Income not subject to tax (9,590) (6,426) Expenses not deductible for tax purposes 6,049 2,702 Over provided in prior years (382) (305) Income tax expense 19 83,980 19 80,741

Unit : Thousand Baht Separate financial statements For the years ended December 31, 2019 2018

Tax Rate (%)

Amount Tax Rate (%)

Amount

Profit before income tax expense 422,928 411,981 Income tax using the applicable tax rate 20 84,586 20 82,396 Income not subject to tax (29,863) (18,204) Expenses not deductible for tax purposes 13,067 4,982 Over provided in prior years (398) (305) Income tax expense 16 67,392 17 68,869

26. PROMOTIONAL PRIVILEGES

By virtue of the provisions of the Industrial Investment Promotion Act of B.E. 2520, the Company has been granted privileges by the Board of Investment relating to the provision of Data Center service. The privileges granted include exemption from payment of income tax for certain operations for a period of 8 years from the date on which the income is first derived from such operations (commencing January 2015).

As promoted companies, the Company must comply with certain terms and conditions prescribed in the promotional certificates.

The Company has only domestic revenue from promoted business for the years ended December 31, 2019 and 2018 amounting to Baht 115 million and Baht 95 million, respectively.

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27. EARNINGS PER SHARE

The calculations of basic earnings per share for the years ended December 31, 2019 and 2018 were based on the profit or loss for the years attributable to ordinary shareholders of the Company and the number of ordinary shares outstanding during the years as follows:

Consolidated Separate financial statements financial statements For the years ended For the years ended December 31, December 31, 2019 2018 2019 2018

(thousand Baht / thousand shares) Profit attributable to ordinary shareholders of the Company 355,536 343,111 355,536 343,111 Number of ordinary shares outstanding 594,515 594,515 594,515 594,515 Basic earnings per share (Baht) 0.60 0.58 0.60 0.58

28. DIVIDENDS

At the Annual General Shareholders’ Meeting of the Company held on April 18, 2019, the shareholders approved the appropriation of dividend of Baht 0.23 per share, amounting to Baht 137 million. The dividend was paid to shareholders on May 17, 2019.

29. FINANCIAL INSTRUMENTS

Financial risk management policies

The Group is exposed to normal business risks from changes in interest rates and currency exchange rates and from non-performance of contractual obligations by counterparties. The Group does not hold or use derivative financial instruments for speculative or trading purposes.

Risk management is integral to the whole business of the Group. The Group has a system of controls in place to create an acceptable balance between the cost of risks occurring and the cost of managing the risks. The management continually monitors the Group’s risk management process to ensure that an appropriate balance between risk and control is achieved.

Capital management

The primary objective of the Company’s capital management is to provide good returns to shareholders and benefits to other stakeholders and to maintain an optimal capital structure in order to support an asset management plan and new investment opportunities which will create value and strengthen the financial position for the whole group.

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Interest rate risk

Interest rate risk is the risk that future movements in market interest rates will affect the results of the Group’s operations and its cash flows because loan interest rates are mainly fixed. The Group is primarily exposed to interest rate risk from its borrowings (see Note 14).

The effective interest rates of loans as at December 31, 2019 and 2018 and the periods in which the borrowings mature or re-price were as follows (Consolidated financial statements : Nil) (2019 : Nil) :

Unit : Thousand Baht Separate financial statements As at December 31, 2018 Effective After 1 year interest rate Within 1 but within (%) year 5 years Total Current liabilities

Borrowing payable from subsidiaries 2.35 50,000 - 50,000 Total 50,000 - 50,000

Foreign currency risk

The Group is exposed to foreign currency risk relating to purchases and sales which are denominated in foreign currencies. The Group primarily utilizes forward exchange contracts with maturities of less than one year to hedge such financial assets and liabilities denominated in foreign currencies.

Credit risk

Credit risk is the potential financial loss resulting from the failure of a customer or counterparty to settle its financial and contractual obligations to the Group as and when they fall due.

The Group has no significant concentrations of credit risks. The Group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history. Derivative counterparties and cash transactions are limited to high quality financial institutions.

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Liquidity risk

The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows.

Fair values of financial assets and liabilities

Fair values of financial assets and liabilities, together with the carrying values shown in the consolidated and separate statement of financial position as at December 31, 2019 and 2018 were as follows (Consolidated financial statements : Nil) (2019 : Nil) :

Unit : Thousand Baht Separated financial statements

Carrying As at December 31, 2018 amount Fair value Total Level 1 Level 2 Level 3 Short-term borrowing from

subsidiaries 50,000 - - 49,420 49,420

Financial instruments carried at fair value

Fair value hierarchy

The table above analyses recurring fair value measurements for financial assets. These fair value measurements are categorised into different levels in the fair value hierarchy based on the inputs to valuation techniques used. The different levels are defined as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date.

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: unobservable inputs for the asset or liability.

The Group determines Level 3 fair values for short-term borrowing from financial institutions and subsidiaries using discounted cash flows based on the average of short -term Loan Rate from Commercial Bank.

The Group determines Level 3 fair values for long-term borrowing from financial institutions using discounted cash flows based on the average of Minimum Loan Rate (“MLR”) from Bank of Thailand minus 2% per annum.

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Financial instruments not measured at fair value

Type Valuation technique Significant unobservable inputs Other financial liabilities Discounted cash flows Not applicable

Other financial liabilities include finance lease liabilities.

30. COMMITMENTS WITH NON-RELATED PARTIES

Commitments with non-related parties as at December 31, were as follows

Unit : Thousand Baht Consolidated Separate financial statements financial statements As at December 31, As at December 31, 2019 2018 2019 2018 Non-cancellable operating lease Commitments Within one year 64,659 50,742 51,351 42,469 After one year but within five years 48,331 63,712 25,675 63,704 Total 112,990 114,454 77,026 106,173 Other commitments Bank guarantees 39,813 34,967 36,813 31,967 Total 39,813 34,967 36,813 31,967

31. LITIGATION

A customer filed a lawsuit against the Company in respect of an alleged service default on an agreement seeking damages amounting to Baht 8 million. On March 30, 2016, the Administrative Court had ordered the Company to make a compensation amounting to Baht 2 million with interest. On April 29, 2016, the Company appealed the decision of the Administrative Court to the Supreme Administrative Court. However, the Company recorded provision for such loss from this case with interest totaling of Baht 3 million which was presented as other payables in the consolidated and separate statements of financial position as at December 31, 2019 and 2018.

32. APPROVAL OF THE FINANCIAL STATEMENTS

The financial statements were authorized for issue on February 3, 2020 by the Board of Directors of the Company.

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Annual Report 2019 CS LOXINFO PLC....1. Outsourced Contact Center is a complete call center service...

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