29 Jun 2009 09:30
TEMBUSU INVESTMENTS LIMITED
("Tembusu" or the "Company")
FINAL RESULTS
FOR THE YEAR ENDED 31 DECEMBER 2008
29 June 2009
Chairman's Statement
Results
The Company had no revenue for the year under review. The operating loss for the year amounted to £1,069,905 and the loss after tax for the year was £971,811.
The loss per share for the year was 1.620p.
At 31 December 2008, the Company had cash and cash equivalents of £1,186,823.
Current trading
In May 2008, the Company acquired a total of 21,915,861 ordinary shares in European Islamic Investment Bank Plc ("EIIB") for a total consideration of £1,845,066. EIIB is traded on the AIM market of London Stock Exchange. At 31 December 2008, the investment in EIIB was valued to the market bid price resulting to a fair value loss adjustment through income statement of £858,852.
Employees
The Company currently has three directors and no other employees.
Prospects
The Company continues to evaluate potential transactions in line with its investment strategy. The investment strategy, alterations to which received shareholder approval on 1 August 2008, remains principally to focus on identifying and acquiring quoted and unquoted financial services businesses based in Asia, though other geographical areas will be considered should appropriate opportunities occur which could benefit the Company. By actively investing in businesses with complementary areas of expertise, which may for example include real estate, mortgage financing and other such activities, the Directors believe that it is possible to generate considerable opportunities for the cross selling of services between the different operations and countries. The Directors also intend to continue to make minority investments in such financial services businesses where it would be a passive investor, but where those investments provide the opportunity for enhancing the growth prospects of the Company.
R A Rizvi
Chairman
Annual Report and Accounts
Copies of the Annual Report were posted to shareholders on 26 June 2009. Copies of the Annual Report are also available from the Company's website (www.tembusuinvestments.com).
For further information, contact:
Tembusu Investment Limited
Rafat Rizvi, Chairman and Chief Executive Officer Tel: +65 65332233
Jonathan Rowland, Non-Executive Director Tel: +44 (0)20 7087 0780
Blomfield Corporate Finance Limited Tel: +44 (0)20 7489 4500
Alan MacKenzie
Ben Jeynes
Income Statement
For The Year Ended 31 December 2008
| Notes | Year ended 31.12.08 | Period 21.03.07 to 31.12.07 | |
| £ | £ | ||
| Administrative expenses | 211,054 | 136,094 | |
| OPERATING LOSS | 7 | (211,054) | (136,094) |
| Unrealised losses on financial assets designated at fair value through profit or loss (net) | 10 | (858,852) | - |
| LOSS BEFORE FINANCE INCOME AND TAX | (1,069,906) | (136,094) | |
| Finance income - bank interest | 6 | 98,095 | 116,976 |
| LOSS BEFORE TAX | (971,811) | (19,118) | |
| Tax | 8 | - | - |
| LOSS FOR THE YEAR/PERIOD | (971,811) | (19,118) | |
| Attributable to | |||
| Equity holders of the Company | (971,811) | (19,118) | |
| Loss per share: | 9 | ||
| Basic | (1.620p) | (0.036p) | |
| Diluted | (1.620p) | (0.036p) | |
Statement of Changes in Equity
For The Year Ended 31 December 2008
| Share Capital | Share Premium | Retained Earnings | Total | |
| £ | £ | £ | £ | |
| At 21 March 2007* | 2,500 | 2,500 | - | 5,000 |
| Bonus issue of share capital* | 2,500 | (2,500) | - | - |
| Issue of share capital | 595,000 | 2,700,000 | - | 3,295,000 |
| Share issue expenses | - | (195,939) | - | (195,939) |
| Loss after tax for the period | - | - | (19,118) | (19,118) |
| At 31 December 2007 | 600,000 | 2,504,061 | (19,118) | 3,084,943 |
| Loss after tax for the year | - | - | (971,811) | (971,811) |
| At 31 December 2008 | 600,000 | 2,504,061 | (990,929) | 2,113,132 |
* The shares have been adjusted to the consolidation of shares from 0.5p each to 1p each on 10 April 2007.
Share capital is the amount subscribed for shares at nominal value.
Share premium represents the excess of the amount subscribed for share capital over the nominal value of the respective shares net of share issue expenses. Share issue expenses comprise mainly the costs incurred in respect of the initial public offering on the AIM market of the London Stock Exchange.
Retained loss represents the cumulative loss of the Company attributable to equity shareholders.
Balance Sheet
31 December 2008
| As at 31.12.08 | As at 31.12.07 | ||
| Notes | £ | £ | |
| ASSETS | |||
| Non-current assets | |||
| Investments | 11 | 5,000 | - |
| Financial assets designated at fair value through profit or loss | 10 | 986,214 | - |
| 991,214 | - | ||
| Current assets | |||
| Trade and other receivables | 12 | 2,500 | 9,115 |
| Cash and cash equivalents | 13 | 1,186,823 | 3,188,326 |
| 1,189,323 | 3,197,441 | ||
| LIABILITIES | |||
| Current liabilities | |||
| Trade and other payables | 14 | 67,405 | 112,498 |
| 67,405 | 112,498 | ||
| NET CURRENT ASSETS | 1,121,918 | 3,084,943 | |
| NET ASSETS | 2,113,132 | 3,084,943 | |
| SHAREHOLDERS' EQUITY | |||
| Called up share capital | 15 | 600,000 | 600,000 |
| Share premium | 16 | 2,504,061 | 2,504,061 |
| Retained earnings | 16 | (990,929) | (19,118) |
| TOTAL EQUITY | 2,113,132 | 3,084,943 | |
The financial statements were approved and authorised by the Board of Directors on 19 June 2009 and were signed on its behalf by:
R A Rizvi
Director
Cash Flow Statement
For The Year Ended 31 December 2008
| Year ended 31.12.08 | Period 21.03.07 to 31.12.07 | ||
| Note | £ | £ | |
| Cash flows from operating activities | |||
| Cash generated from operations | 16 | (254,532) | (27,711) |
| Net cash from operating activities | (254,532) | (27,711) | |
| Cash flows from investing activities | |||
| Interest received | 98,095 | 116,976 | |
| Purchase of held-for-trading investments | (1,845,066) | - | |
| Net cash from investing activities | (1,746,971) | 116,976 | |
| Cash flows from financing activities | |||
| Loan to subsidiary | - | (5,000) | |
| Shares issued | - | 3,300,000 | |
| Shares issue costs | - | (195,939) | |
| Net cash from financing activities | - | 3,099,061 | |
| Increase in cash and cash equivalents | (2,001,503) | 3,188,326 | |
| Cash and cash equivalents at beginning of year | 3,188,326 | - | |
| Cash and cash equivalents at end of year/period | 1,186,823 | 3,188,326 | |
Notes
1. GENERAL INFORMATION
Tembusu Investments Limited is a company incorporated in Bermuda under the Bermuda Companies Act 1981. The Company's shares are traded on the AIM market of the London Stock Exchange. The address of the registered office is disclosed on page 1 of the financial statements. The principal activities of the Company are described in the directors' report.
2. ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs and IFRIC interpretations) issued by the International Accounting Standards Board (IASB), as adopted by the European Union, and with those parts of the Bermuda Companies Act 1981 applicable to companies preparing their accounts under IFRS. The financial statements have been prepared under the historical cost convention.
a) Standards and Interpretations effective in 2008
There is no standard and interpretation beginning on or after 1 January 2008 that is relevant to the Company's operations:
b) Standards and amendments early adopted by the Company
The Company has not early adopted any standards or amendments.
c) Interpretations effective in 2008 but not relevant
The following interpretation to published standards is mandatory for accounting periods beginning on or after 1 January 2008 but is not relevant to the Company's operations:
d) Standards, amendments and interpretations to existing standards that are not yet effective and have
not been early adopted by the Company
The following standards and amendments to existing standards have been published and are mandatory for the Company's accounting periods beginning on or after 1 January 2009 or later periods, but the Company has not early adopted them:
e) Standards, amendments and interpretations to existing standards that are not yet effective and have
not been early adopted by the Company (continued)
There are a number of minor amendments to IFRS 7, 'Financial instruments: Disclosures', IAS 8, 'Accounting policies, changes in accounting estimates and errors', IAS 10, 'Events after the reporting period', IAS 18, 'Revenue' and IAS 34, 'Interim financial reporting'.
f) Interpretations and amendments to existing standards that are not yet effective and not relevant for the Group's operations
The following interpretations and amendments to existing standards have been published and are mandatory for the Group's accounting periods beginning on or after 1 January 2009 or later periods but are not relevant for the Group's operations:
Subsidiary
Subsidiaries are all entities over which the Company has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Company. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Company's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement.
Subsidiary whose business is dormant or of low volume and that are insignificant for the presentation of a true and fair view of the net assets, financial position and earnings performance of the Company are not consolidated. They are recognized in the Company's financial statements at the lower of cost or fair value. The aggregate equity of the Tembusu Invest Pte Ltd ("TIPL") amounts to 0.08% (previous year: 0.16%) of Company's equity. The aggregate profit after tax of TIPL amounts to - 0.39% (previous year: 0%) of the profit after tax of the Company.
Functional currency translation
a) Functional and presentation currency
The financial statements are presented in Pounds Sterling (£), which is the Company's functional
and presentation currency.
b) Transactions and balances
Foreign currency transactions are translated into the functional currency using exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year-end exchange rates of monetary
assets and liabilities denominated in foreign currencies are recognised in the income statement.
Taxation
The Company is an exempted company under the laws of Bermuda and is granted exemption from
all forms of taxation in Bermuda until 2016.
Impairment of assets
At each reporting date, the Group assesses whether there is an indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of the asset's recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Recoverable amount is the higher of an asset's or cash generating unit's fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash flows that are largely independent of those from other assets or groups of assets. 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. Impairment losses on continuing operations are recognised in the income statement in those expense categories consistent with the functions of the impaired asset.
Financial assets held at fair value through profit or loss
Financial assets classified as held for trading and other assets designated as such on inception are included in this category. Financial assets are classified as held for trading if they are acquired for sale in the short term.
Purchases and sales of financial assets at fair value through profit or loss are recognised on trade date being the date the Company commits to purchase or sell the asset to the market. A financial asset is derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.
Financial assets designated as at fair value through profit or loss at inception are those that are managed and whose performance is evaluated on a fair value basis, in accordance with the documented investment strategy of the Company. Information about these financial assets is provided internally on a fair value basis to the Company's key management. The Company's investment strategy is to identify and invest in quoted and unquoted financial services businesses based in Asia (excluding Japan) to address the growing Far Eastern markets for financial services. Consequently, all investments are classified as held at fair value through profit or loss.
Transaction costs on purchases are expensed immediately through the income statement in accordance with IFRS.
All investments are measured at fair value with gains and losses arising from changes in fair value being included in the income statement as gains (losses) on investments held at fair value. On sale, the realised gain or loss calculated by reference to the proceeds less carrying value is recognised in the income statement.
The fair value of quoted investments is determined by reference to market bid prices at the close of business on the balance sheet date.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term
highly liquid investments with original maturities of three months or less and bank overdrafts.
Trade payables
Trade payables are recognised initially at fair value and subsequently measured at amortised cost
using the effective interest method.
Share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
Financial Instruments
Non-derivative financial instruments comprise investments in equity and debt securities, trade and
other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables.
Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at
fair value through profit or loss, any directly attributable transactions costs, except as described
below. Subsequent to initial recognition non-derivative financial instruments are measured as
described below.
A financial instrument is recognised when the Company becomes a party to the contractual
provisions of the instrument. Financial assets are derecognised if the Company's contractual rights
to the cash flows from the financial assets expire or if the Company transfers the financial assets to
another party without retaining control or substantially all risks and rewards of the asset. Regular
way purchases and sales of financial assets are accounted for at trade date, i.e. the date that the
Company commits itself to purchase or sell the asset. Financial liabilities are derecognised if the
Company's obligations specified in the contract expire or are discharged or cancelled.
Fair values
The carrying amounts of the financial assets and liabilities such as cash and cash equivalents,
receivables and payables of the Company at the balance sheet date approximated their fair values,
due to relatively short term nature of these financial instruments.
The Company provides financial guarantees to licensed banks for credit facilities extended to a
subsidiary company. The fair value of such financial guarantees is not expected to be significantly
different as the probability of the subsidiary company defaulting on the credit lines is remote.
3. FINANCIAL INSTRUMENTS
The investments are valued in accordance with the policy stated above. It is the directors' opinion that the carrying value of trade receivables and trade payables approximates their fair value due to their short term maturity. Therefore, the directors consider all assets to be carried at a valuation, which equates to fair value.
Investments are made in a combination of equity and fixed rate financial instruments so as to provide potential high future capital growth.
In accordance with IAS 39, the Group has reviewed all contracts for embedded derivatives that are required to be separately accounted for if they do not meet certain criteria set out in the standard. No embedded derivatives have been identified by the Group.
The accounting policies for financial instruments have been applied to the items below:
|
| 2008 | 2008 | 2007 | 2007 |
| Assets as per balance sheet | Loans and receivables | Assets at fair value through profit and loss | Loans and receivables | Assets at fair value through profit and loss |
| £ | £ | £ | £ | |
| Cash | 1,186,823 | - | 3,188,326 | - |
| Trade and other receivables | 2,500 | - | 9,115 | - |
| Investment at fair value through profit and loss | - | 991,214 | - | - |
| Total | 1,189,323 | 991,214 | 3,197,441 | - |
| 2008 | 2007 | |||
| Liabilities as per balance sheet | Other financial liabilities | Other financial liabilities | ||
| Trade and other payables | 67,405 | 112,498 | ||
Assets classified as fair value through profit or loss were designated as such upon initial recognition. The Group has not reclassified financial assets between any of the categories detailed in IAS39, either in current or prior periods.
The Company's activities expose it to a variety of financial risks: interest rate risk, foreign currency risk, liquidity risk and capital risk. The Company's overall risk management programme focuses on unpredictability and seeks to minimise the potential adverse effects on the Company's financial performance. The Board reviews key risks on a regular basis and, where appropriate, actions are taken to mitigate the key risks identified.
3.1 Interest rate risk and foreign currency risk
The Company does not have formal policies on interest rate risk or foreign currency risk.
However, the Company's exposure in these areas as at the balance sheet date was minimal.
3.2. Liquidity risk
The Company prepares periodic working capital forecasts for the foreseeable future, allowing an
assessment of the cash requirements of the Company, to manage liquidity risk. The directors
have considered the risk posed by liquidity and are satisfied that there is sufficient growth and
equity in the Company.
3.3. Capital risk
The Company's objectives when managing capital are to safeguard the ability to continue as a
going concern in order to provide returns for shareholders and benefits to other stakeholders and
to maintain an optimal capital structure to reduce the cost of capital.
4. EMPLOYEES AND DIRECTORS
The company has no employees.
During the period the company paid directors' emoluments of £43,589 (2007 - £33,750).
The average number of directors during the year was three.
5. SEGMENTAL ANALYSIS
There is no segmental area of operations as the company is not trading.
| 6. | FINANCE INCOME | Year ended 31.12.08 | Period 21.03.07 to 31.12.07 |
| £ | £ | ||
| Bank interest received | 98,095 | 116,976 | |
| 7. | OPERATING LOSS | Year ended 31.12.08 | Period 21.03.07 to 31.12.07 |
| £ | £ | ||
| The operating loss is stated after charging: | |||
| Loss on foreign currency translation | 5,143 | - | |
| Auditors remuneration | 4,000 | 4,000 | |
8. TAX
The Company is an exempted company under the laws of Bermuda and is granted exemption from
all forms of taxation in Bermuda until 2016.
9. LOSS PER SHARE
The basic loss per share is calculated by dividing the loss of £971,811 (2007 - £19,118)
attributable to ordinary shareholders by the weighted average number of ordinary shares
outstanding during the year, which was 60,000,000 (2007 - 52,877,193)
The diluted loss per share is calculated using the weighted average number of shares adjusted to
assume the conversion of all dilutive potential ordinary shares. For the year ended 31 December
2008 the diluted loss per share is equivalent to the basic loss per share.
10. FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS
All items held as fair value through profit or loss were designated as such upon initial recognition. Movements in investment at fair value through profit or loss are summarised as follows:
|
| Quoted Investments | ||
| £ | |||
| Opening cost | - | ||
| Opening unrealised gain/(loss) | - | ||
| Opening Valuation | - | ||
| Additions at cost | 1,845,066 | ||
| Disposal proceeds | - | ||
| Net profit/(loss) realised on disposal | - | ||
| Changes in fair value in the year | (858,852) | ||
| 986,214 | |||
| Closing cost | 1,845,066 | ||
| Closing unrealised gain/(loss) | (858,852) | ||
| Closing valuation | 986,214 | ||
|
|
In May 2008, the Company acquired 21,915,861 ordinary shares in European Islamic Investment Bank Plc ("EIIB") for a total consideration of £1,845,066. EIIB is traded on the AIM market of London Stock Exchange. At 31 December 2008, the share price of EIIB fell to 4.5p per share resulting to a loss arising from change in fair value made of £858,852.
The investment was determined by reference to market bid prices as at 31 December 2008.
The bid price of EIIB shares at 17 April 2009 was 3.4p, valuing the investment at £745,139.
11. INVESTMENT IN SUBSIDIARY
|
| Shares in Subsidiary | Loan to Subsidiary | Total | |
| £ | £ | £ | ||
| Cost | ||||
| At 21 March 2007 & 31 December 2007 | - | - | - | |
| Reclassification * | - | 5,000 | 5,000 | |
| At 31 December 2008 | - | 5,000 | 5,000 | |
| Provision | ||||
| At 21 March 2007 & 31 December 2007 | - |
- | - | |
| Charge | - | - | - | |
| At 31 December 2008 |
- | - | - | |
| CARRYING VALUE | ||||
| At 31 December 2008 | - | 5,000 | 5,000 | |
| At 31 December 2007 | - | - | - | |
On 28 August 2007, the Company acquired 1 ordinary share capital of Primefold Pte Ltd ("Primefold"), a company registered in Singapore for SGD1 (£0.30). The acquisition comprises the total issued share capital of Primefold. Primefold subsequently changed its name to Tembusu Invest Pte Ltd ("TIPL"). TIPL has not started trading during the year. The Company has not prepared consolidated financial statements as TIPL is dormant and not material to be consolidated.
* The loan amount due from TIPL was reclassified from current assets to non current assets in the year as the amount is not recoverable within one year.
In the opinion of the directors, the aggregate value of the company's investment in subsidiary undertakings is not less than the amount included in balance sheet.
The details of the subsidiary are as follows:
| Name of Company | County of Incorporation | Shareholdings | Principal Activity |
| Tembusu Invest Pte Ltd | Singapore | 100% | Dormant |
| 12. | TRADE AND OTHER RECEIVABLES | 31.12.08 | 31.12.07 |
| £ | £ | ||
| Amounts due from subsidiary | - | 5,000 | |
| Prepayments | 2,500 | 4,115 | |
| 2.500 | 9,115 | ||
| 13. | CASH AND CASH EQUIVALENTS | 31.12.08 | 31.12.07 |
| £ | £ | ||
| Bank fixed deposits | 1,169,503 | 3,160,984 | |
| Bank current accounts | 17,319 | 27,342 | |
| 1,186,822 | 3,188,326 | ||
| 14. | TRADE AND OTHER PAYABLES | 31.12.08 | 31.12.07 |
| £ | £ | ||
| Current: | |||
| Trade payables | 45,355 | 89,319 | |
| Accrued expenses | 22,050 | 23,179 | |
| 67,405 | 112,498 | ||
Trade payable and accruals principally comprise amounts outstanding for ongoing expenses
15. CALLED UP SHARE CAPITAL
| Authorised Number | Class | Nominal 31.12.08 Value £ | 31.12.07 £ |
| 500,000,000 (2007 - 100,000,000) | Ordinary | 1p 5,000,000 | 1,000,000 |
| Allotted, issued and fully paid | |||
| 60,000,000 | Ordinary | 1p 600,000 | 600,000 |
Authorised share capital
During the financial year, the company increased its authorised share capital to £5m
16. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS AND RESERVES
| Share Capital | Share Premium | Retained Earnings | Total | |
| £ | £ | £ | £ | |
| At 21 March 2007* | 2,500 | 2,500 | - | 5,000 |
| Bonus issue of share capital* | 2,500 | (2,500) | - | - |
| Issue of share capital | 595,000 | 2,700,000 | - | 3,295,000 |
| Share issue expenses | - | (195,939) | - | (195,939) |
| Loss after tax for the period | - | - | (19,118) | (19,118) |
| At 31 December 2007 | 600,000 | 2,504,061 | (19,118) | 3,084,943 |
* The shares have been adjusted to the consolidation of shares from 0.5p each to 1p each on 10 April 2007.
| Share Capital | Share Premium | Retained Earnings | Total | |
| £ | £ | £ | £ | |
| At beginning of the year | 600,000 | 2,504,061 | (19,118) | 3,084,943 |
| Loss after tax for the year | - | - | (971,811) | (971,811) |
| At 31 December 2008 | 600,000 | 2,504,061 | (990,929) | 2,113,132 |
17. RECONCILIATION OF OPERATING LOSS TO CASH GENERATED FROM OPERATIONS
| Year ended 31.12.08 | Period 21.03.07 to 31.12.07 | |
| £ | £ | |
| Operating loss | (1,069,905) | (136,094) |
| Provision for quoted investment | (858,852) | - |
| (211,053) | (136,094) | |
| (Increase)/decrease in trade and other receivables | 1,615 | (4,115) |
| Increase/(decrease) in trade and other payables | (45,094) | 112,498 |
| Cash outflow generated from operations | (254,532) | (27,711) |
18. FINANCIAL COMMITMENTS
Capital commitments
There was no capital expenditure that had been contracted for at the balance sheet date but not yet incurred.
19. RELATED PARTY TRANSACTIONS
During the year, the Company paid Vantage Corporation Limited £1,072 (2007 - £3,196) in respect of corporate and administrative services. At the year end, there was no balance outstanding (2007 - £nil) due to Vantage Corporation Limited.
During the year, the Company advanced a loan of £nil (2007 - £5,000) to its subsidiary Tembusu Invest Pte Ltd, a company incorporated in Singapore. The balance outstanding at the year end was £5,000 (2007 - £5,000). The loan is interest free and has no fixed repayment date.
20. CONTINGENT LIABILITIES
The Company has no contingent liabilities arising in respect of legal claims arising from the ordinary course of business and it is not anticipated that any material liabilities will arise from the contingent liabilities other than those provided for.
21. POST BALANCE SHEET EVENTS
In January 2009, Vantage Corporation Limited (VCL) sold its entire shareholding in the company to Total Holdings Limited (THL), a company incorporated in Cayman Islands. THL is 100% owned by VCL.
22. ULTIMATE CONTROLLING PARTY
The immediate parent company is THL, a company incorporated in Cayman Island. The intermediate parent company is ("VCL"), a company incorporated in Singapore and VCL's ultimate parent company is Clarence Limited, a company incorporated in Brunei Darussalam. The ultimate controlling party is R A Rizvi by virtue of having a controlling interest in Clarence Limited.