ASTRO ALL ASIA NETWORKS plc - AnnualReports.com All Asia...ASTRO ﬁ rst worked with the creator of Kampung Boy, ... ASTRO ALL ASIA NETWORKS plc 1 ... Direct Vision as originally contemplated

ASTRO ALL ASIA NETWORKS plcAnnual Report 2008

Kampung Boy is a much-loved icon of a time in Malaysia when the village (or kampung)

was a haven of interesting characters and life was about discovering the wonders of nature.

Kampung Boy has endeared itself to generations with its inimitable take on Malaysian life

– its quirks, its charms and its colour. ASTRO fi rst worked with the creator of Kampung Boy,

Dato’ Mohd Nor Khalid (popularly known as Lat) in 1996 to produce 27 episodes

of the animated series. Derived from Lat’s comic strips, Kampung Boy was one of ASTRO’s

fi rst efforts at local content production. We are proud to collaborate with Lat again

for our FY2008 annual report - in celebration of the thousands of hours of local content

we produce each year.

InsideOur Strategy & Our Strengths 1 Letter from the Chairman 2

Awards and Accolades 5 Calendar Highlights 6 Performance at a Glance 8

Board of Directors 10 Board of Directors’ Profi les 12 Group Management 14

Business and Financial Review 16 Risk Factors 23 Television 24 Radio 30

Content 32 Corporate Responsibility 36 Corporate Governance Statement 41

Audit Committee Report 46 Statement on Internal Control 48

Directors’ Report and Audited Statutory Financial Statements 50 Additional Disclosures 126

Share Price Performance 136 Financial Calendar 136 Analysis of Shareholdings 137

Corporate Information 143 Notice of Annual General Meeting 144

Statement Accompanying Notice of Fifth Annual General Meeting 146

• Form of Proxy • Regional Offi ces

ASTRO ALL ASIA NETWORKS p lc 1

ASTRO ALL ASIA NETWORKS plc (ASTRO) is the holding company for MEASAT Broadcast Network Systems Sdn Bhd (MBNS), the sole operator of direct-

to-home satellite pay television services in Malaysia under the “Astro” brand, and Airtime Management & Programming Sdn Bhd (AMP), the leading

commercial radio broadcaster in Malaysia. Celestial Pictures Ltd, a subsidiary of ASTRO in Hong Kong, owns and distributes the world’s largest Chinese

fi lm library as well as operates the Celestial Movies Channel. Astro Entertainment Sdn Bhd (AESB), another ASTRO subsidiary, creates Bahasa Malaysia

and Bahasa Indonesia content for distribution primarily to Malaysian and Indonesian markets. ASTRO also has investments in pay television and radio

broadcasting in India. ASTRO, which is listed on Bursa Securities, operates out of the All Asia Broadcast Centre, a fully-integrated digital broadcast and

production complex in Kuala Lumpur.

• To continue to grow aggressively our core Malaysian businesses

• To move effectively up the value chain by establishing quality production of local content

and extending the range and diversity of Astro channels

• To use the strong cash-fl ows of our core business to improve returns to shareholders by

increasing dividends

• To also use our cash-fl ows to expand overseas in markets where our expertise is

relevant and where there is the opportunity to amortise our content costs over a larger

geographical spread and population and hence further improve shareholder returns in

the long term.

Our Strategy• Industry-leading business units with strong brand presence in TV, radio and content

• Extensive geographical reach to customers under MEASAT-3 footprint

• Exclusive rights for direct-to-home satellite TV in Malaysia till 2017

• Well-established pay-TV operations under the “Astro” brand with penetration of 40% of

Malaysian TV homes as at end-January 2008

• State-of-the-art infrastructure - fully-digitalised, integrated production

and broadcast facility at the All Asia Broadcast Centre, backed by second broadcast

facility at Cyberjaya

• Proven expertise and experience in catering to multi-ethnic, multi-cultural audience

• Long-standing, extensive partnerships with global content producers

and channel owners

• Strong balance sheet, highly cash-generative business enables the Group to continually

invest in customers and content, refresh its technology and infrastructure, and lead the

industry and market through innovative products and services.

Our Strengths

2 ASTRO ALL ASIA NETWORKS p lc

Letter from theIt is my pleasure and privilege to present the 2008 Annual Report for ASTRO.

We recognize that it has been a diffi cult year for shareholders as ASTRO has underperformed equity markets. However, we believe we have made good progress with our key strategic objectives:-

• To continue to grow aggressively our core Malaysian businesses• To move effectively up the value chain by establishing quality

production of local content and extending the range and diversity of Astro channels

• To use the strong cash-fl ows of our core business to improve returns to shareholders by increasing dividends

• To also use our cash-fl ows to expand overseas in markets where our expertise is relevant and where there is the opportunity to amortise our content costs over a larger geographical spread and population and hence further improve shareholder returns in the long term.

THE CORE BUSINESS

The Malaysian operations generated strong profi ts and cash-fl ows in the year to 31 January 2008. We achieved record gross new customers of 472,000, low levels of churn of 10.1% and ended the year with 2.27 million household subscribers. The radio operation retained its lead in the industry, with a clear edge in terms of its share of advertising revenue and number of listeners. Competition in the radio industry is, and will remain, strong in future, but we intend to stay ahead by focusing on our content and quality of service.

THE CONTENT BUSINESS

Our TV business now offers 110 multi-lingual, multi-genre channels for customers of all ages and viewing preference. Twenty-seven of these are Astro-branded or affi liated channels, many of them replete with in-house generated content. At the same time, we have made inroads overseas in terms of exporting our channels and creating new local content in these markets. These initiatives will accelerate in future.

OVERSEAS DEVELOPMENT

Our Malaysian operations provide the building blocks with which we have expanded overseas. Notwithstanding some initial setbacks and delays, the Group is developing opportunities in high-growth markets. A number of proposed regional investments were completed in the past year including our investment in 20% of Sun Direct which operates an Indian satellite direct-to-home pay-television business. The joint venture with promoters of the Sun Group, one of the largest media and entertainment groups in India, has to date signed on over 500,000 subscribers.

In Indonesia, it was a major disappointment for the Board and management that we were unable to resolve the shareholder issues that prevented us from completing the joint-venture investment in PT Direct Vision as originally contemplated. Nevertheless, we continue to believe in the market potential for pay-TV in Indonesia and we therefore continue to pursue resolution of the shareholder issues so that we can concentrate on developing the business.

DIVIDENDS

The Board is confi dent that the strong profi ts and cash-fl ows generated by the domestic TV and radio operations are sustainable, and will continue to grow. After taking into account the funding requirements for existing and new businesses as well as the cash position of the Group, the Board has thus proposed a fi nal tax-exempt dividend of 2 sen per share. Including the earlier tax-exempt fi rst dividend of 2 sen, a second dividend of 3 sen, and a third interim dividend, comprising 2.7 sen less 25% Malaysian income tax and 0.3 sen tax-exempt, the total declared and proposed dividend for FY2008 is 10 sen, representing a payout ratio of 61% of the earnings of the existing operations.

The Malaysian operations generated

strong profi ts and cash-fl ows in the

year to 31 January 2008. We achieved

record gross new customers of

472,000, low levels of churn of 10.1%

and ended the year with 2.27 million

household subscribers.

ChairmanASTRO ALL ASIA NETWORKS p lc 3


RISK MANAGEMENT

There is no doubt, given the size, complexity and continuing expansion of our businesses that risk management is a key objective and focus for the Group. Following establishment of the Enterprise Risk Management (ERM) framework in 2006, the ERM process has since been rolled out and embedded in the Group’s business and planning process. Future-proofi ng of our infrastructure continues with the ongoing refreshing of the infrastructure at the existing All Asia Broadcast Centre in Kuala Lumpur following the completion of our second broadcast facility at Cyberjaya. These initiatives and continuing re-investments in all our business units, with a focus on content development and the enhancing of our capabilities to better understand and serve our customers, will underpin the long-term growth of our Malaysian operations.

CORPORATE RESPONSIBILITY

As always, we remain highly supportive of the communities in the countries we operate. We continue to leverage on our media platforms and our content development capabilities in our corporate responsibility initiatives to develop young talent and support worthy causes with a focus on education and the performing arts. Further details of our CR efforts can be found in our inaugural Corporate Responsibility Report within the Annual Report.

MANAGEMENT AND STAFF

The Group’s progress could not have been possible but for the loyalty and support of our staff, customers and business partners. It was thus with regret that the Board accepted the resignation of Robert Odendaal as Chief Executive Offi cer of ASTRO, effective 15 April 2008, due to personal and lifestyle reasons. We would like to thank him for his leadership over the past year. Identifi cation and grooming of senior management for leadership roles is an important, continual process, and a responsibility which the Board takes seriously. Given the current depth of our senior executives, we expect to be able to arrive at suitable arrangements in due course. In the interim, Executive Deputy Chairman Ralph Marshall has re-assumed the additional responsibilities of Group CEO for ASTRO.

OUTLOOK

Whilst we have been able to benefi t from the positive macro environment previously, the continuing global economic uncertainties arising from the U.S. sub-prime loans debacle early this year, and infl ationary pressures brought on by rising commodity prices, may weigh heavily on consumer sentiment and demand. Within the media industry, competition has intensifi ed in all the markets and territories we operate in. We remain positive, nonetheless. The growing population in Malaysia and in the region, along with the insatiable and somewhat inelastic demand for entertainment and information, will mitigate some of the ill effects on the economic front should it signifi cantly hurt our markets.

We look to the future with confi dence. The Group will be rolling out initiatives to support its growth strategy including the continued improvement in customer service and enhancement of the viewer experience. We will continue to engage our stakeholders and regulators with a view to accelerating development within the media industry, including expanding into under-served markets, promoting local content creation and broadening our channel offerings. With our strong balance sheet, unparalleled experience in catering to a diverse multi-cultural audience, our well-tested broadcast and distribution expertise, and strong relationships with content and technology partners, we are well-positioned to stay the course and support further growth of the market and industry both in Malaysia as well as the territories where we operate.

Dato’ Haji Badri Haji MasriChairman

30 May 2008

LETTER FROM THE CHAIRMAN

Awards and Accolades

Anugerah Oskar PPFM 2007Best Art Director – Astro Classic Golden Melody 2007Best Documentary Director – Wong Kew Lit for My RootsBest Producer – Razida Julaiha for Akademi Fantasia 2007Best Technical Producer – Mohd Ghazali Razak for IKON ASEANBest Costume – Astro Classic Golden Melody 2007Best Audio – Konsert 3 DIVABest Audio for Serials – Macam-Macam AznilBest Set Design – Rafi dah Othman for Aattam 100 Vagai 2Best 2D Animator – Norazmin Yusof for Kris Dayanti KonsertBest 3D Animator – Jong Kiam Soon and Eric Tan for Astro Wah Lai Toi Drama Awards 2006Best Film Actress – Maya Karin in Anak HalalMost Popular Male Villain (Film) – Fauzi Nawawi in Anak HalalBest Production Manager (Film) – Mahd Iqbal Shaik for Anak HalalBest Camera Operator (Film) – Khalid Zakaria for Anak HalalBest Gaffer (Film) – Mohammad Sazali Othman for Anak Halal

Anugerah Era 2007Most Promising Artiste – MilaBest Female Vocalist – MilaBest Vocal Duo / Group – Jamal Abdillah & MawiBest Pop Song – Persis Mutiara, MilaBest Nasyid Song – Al-Jannah, MawiMovie Fans Choice Award – Jangan Pandang Belakang Best Music Video – Langit Biru, Mawi

Anugerah Juara Lagu 2007Best Performance – Mawi Best Song / Best Pop Rock – EstrangedBest Ballad Song – Sahri

Anugerah Bintang Popular 2007Most Popular Artiste in Malaysia – Mawi Most Popular Male Artiste in Malaysia – Mawi Most Popular New Artiste (Male) – Dafi Most Popular New artiste (Female) – Mila

20th Malaysian Film Festival Best Cinematography – Khalid Zakaria for Puaka Tebing BiruBest Art Direction – Naszrul Ashraff for Puaka Tebing BiruSpecial Jury Award: Social Critics – Zombi Kampung Pisang

Malaysian Kancil Festival 2007Silver Award (Radio - Tamil) – NakeeranEleven Bronze Awards for Film, Broadcast Craft and Radio categories

Third Annual MIPCOM Mobile & Internet TV Awards 2007Best Short Film Originally Created or Repurposed For Mobile – King Boxer, Celestial Pictures

Committee for ASEAN Youth CooperationSpecial Award for Corporate Social Responsibility, Astro TechnoloGenius Campaign 2007

Prime Minister’s Corporate Social Responsibility (CSR) Award 2007Honourable Mention: Outstanding Work in Culture and Heritage Category

Youth & Sports Ministry National Youth Award For youth development efforts and initiatives

Cable and Satellite Broadcasting Association of Asia TV Advertising Awards 2007John Doherty Trophy for Campaign Of The Year – Tai Chor La, Astro On DemandBest TV Commercial Southeast Asia – Tai Chor La, Astro On Demand

World PROMAX & Broadcast Design Awards 2007Gold Award, Best Non-Promotional Animation – Gerak Geri Gasing, Astro CERIASilver Award, Best Music Package – Berani Jadi Bos, Astro CERIABronze, Best Public Service Announcement – Indonesia Earthquake, Astro CERIA Bronze Award, Best Promotainment – Berani Jadi Bos, Astro CERIABronze Award, Best Packaging Promotion – Gerak Geri Gasing, Astro CERIA

Anugerah Industri Muzik 2008Best Song – Kaer Best Local Chinese Album – Andrew Tan Best Local Indian Album – Martin Zamigano



CalendarFebruary 2007• Astro kicks off the

nationwide ‘Super 50 Party’ concerts and musicals to celebrate the 50th anniversary of Merdeka

March 2007• Astro successfully

migrates its broadcast transmission to MEASAT-3

April 2007• Celestial Pictures

launches deal to distribute Shaw Brothers titles to free-to-air television stations in the Middle East

June 2007• AMP’s ERA, hitz.fm, MY FM and THR

retain their top spots as the country’s most listened-to radio stations in their respective categories for successive years (Nielsen Media Research Listenership Survey)

• Celestial Pictures’ mobile TV channel KUNG FU TV makes worldwide debut in Thailand.

May 2007• Astro pay-TV adds nine more channels-Discovery Real Time,

Discovery Home & Health, Discovery Science, Astro Vellithirai, E! Entertainment, Jia Yu Channel, The Golf Channel, Eurosport and Sun Music.


July 2007• Astro and RTM team up

to produce a ground-breaking documentary on historical Malaysian heroes, Anak Gemilang Malaysia

• Astro On Demand debuts with TVB drama The Drive of Life, airing simultaneously in Hong Kong

August 2007• Astro launches

a dedicated TV channel to chart the journey of Malaysia’s fi rst astronaut to outer space

HighlightsOctober 2007• Astro launches eight new

channels-Astro AWANI, Astro HUA HEE DAI, Astro XIAO TAI YANG, Makkal, Chutti TV, Astro OASIS, KBS World and Asian Food Channel.

• Astro rolls out four new subscription packages – Metro, Maharaja, New Emperor and Gold.

November 2007• ASTRO and the Usaha Tegas Group, in partnership

with the Sampoerna Foundation, announces a 5-year, USD1.5 million scholarship programme for students in Bali.

• Astro On Demand’s Tai Chor La advertising campaign wins the ‘John Doherty Trophy for Campaign of the Year’ and ‘Best TV Commercial Southeast Asia’ at the Cable and Satellite Broadcasting Association of Asia (CASBAA) TV Advertising Awards 2007.

December 2007• Sun Direct TV,

a joint venture between ASTRO and promoters of the Sun Group, launches operations to provide DTH services in India

January 2008• Maestro artistes Mila

and Khai of Akademi Fantasia fame launch solo albums

• Tayangan Unggul releases Kala Malam Bulan Mengambang, the fi rst black-and-white movie launched in Malaysia in over 30 years.


PerformanceFY2004* FY2005* FY2006 FY2007 FY2008

TELEVISION Subscribers

Residential subscribers (‘000) 1,283.0 1,565.8 1,784.2 2,016.3 2,272.2Gross Additions (‘000) 387.2 408.9 444.8 398.3 472.0Net Additions (‘000) 298.7 282.7 218.4 232.1 255.9TV HH Penetration (%) 26.5 30.4 33.9 36.5 40.02nd Box Subscription (‘000) 47.8 61.0 80.2 101.3 120.82nd Box Penetration (%) 3.7 3.9 4.5 5.0 5.3

Churn (%)1 7.9 9.0 13.4 8.8 10.1ARPU (RM)2 81 80 79 78 82CAC Per Box (RM) 904.4 789.0 749.3 666.6 697.7Content Cost Per Sub (RM) 28.1 26.8 25.5 25.5 29.5Content Cost as % of Revenue 30.3 30.1 29.3 29.7 32.8

Advertising ExpenditureAstro Share of TV Adex (%) 12.2 11.3 11.9 13.0 11.8Astro Adex as % of Total Revenue (%) 7.2 6.9 6.4 7.1 6.4

Financial SummaryRevenue 1,265.6 1,530.6 1,787.0 1,978.3 2,325.3CAC3 371.9 336.9 384.3 273.9 353.3EBITDA 246.7 395.4 389.2 552.5 604.8EBITDA Margin (%) 19.5 25.8 21.8 27.9 26.0Free Cash Flow 111.6 263.6 453.5 658.2 644.6Return on Capital Employed (%)4 32.8 29.6 69.1 165.3 52.7

RADIO Listeners

Total Listeners (million)5 8.7 9.0 11.2 10.9 10.6Total Listener Share (%) 44.5 47.5 60.5 51.8 49.5

Advertising ExpenditureRadio Industry Share (%) 4.4 3.8 4.0 4.3 4.4AMP Share of Radio Adex (%)6 73.5 74.1 79.1 73.4 67.8

Total Fill Rates (%) 57.7 61.1 43.7 36.7 36.5

Financial SummaryRevenue 108.0 124.3 143.3 151.0 168.9EBITDA 46.6 55.0 60.4 67.0 70.8EBITDA Margin (%) 43.1 44.2 42.1 44.4 41.9Free Cash Flow 37.7 47.0 64.9 76.7 78.3Return on Capital Employed (%)4 38.0 27.4 17.9 26.3 18.7

The Group measures its operating

and fi nancial performance through a

number of Key Performance Indicators

(KPIs), which in turn, are cascaded

down to the respective business units.

The following is an extract of the KPIs

that are tracked by senior management

and provided to Board members on a

regular basis.

ASTRO ALL ASIA NETWORKS p lc �

at a GlanceFY2004* FY2005* FY2006 FY2007 FY2008

CONSOLIDATED Revenue7 1,418.8 1,716.3 2,012.5 2,224.3 2,601.7

Television 1,265.6 1,530.6 1,787.0 1,978.3 2,325.3Radio 108.0 124.3 143.3 151.0 168.9Library Licensing and Distribution 36.3 47.6 60.1 75.3 89.3Others 61.3 120.6 260.1 313.4 588.2Inter-segment (52.4) (106.8) (238.0) (293.7) (570.0)

EBITDA8 241.7 369.1 352.3 527.5 556.5

Free Cash Flow9 (3.5) 179.7 300.0 353.9 (29.9)

Profit/(loss) After Tax and Minority Interest 9.9 145.5 228.6 160.4 (6.2)

Balance SheetNet Cash 509.4 580.8 787.2 1,047.4 200.2

Cash 1,740.3 966.5 848.1 1,075.7 986.8Debt 1,230.8 385.7 60.9 28.3 786.6

Total Assets 3,357.8 2,650.0 2,851.2 3,026.4 3,614.9

Shareholders’ Equity 1,394.6 1,559.4 1,786.7 1,847.4 1,620.4

Per Share DataEarnings/(loss) Per Share (sen) 0.71 7.58 11.88 8.32 (0.32)Dividend Per Share (sen)10 n.a. 2.5 5.0 7.0 10.010

Net Assets Per Share (RM) 0.73 0.81 0.93 0.95 0.84

Key Financial IndicatorsDebt to Equity (times) 0.9 0.2 0.0 0.0 0.5Return on Assets (%)11 0.3 5.5 8.0 5.3 (0.2)Return on Equity (%)12 0.7 9.3 12.8 8.7 (0.4)Return on Capital Employed (%)4 10.1 17.7 17.0 25.6 21.7Dividend Yield (%)13 n.a. 0.45 1.02 1.30 2.6

RM million unless specified otherwise

* Restated with Prior Year Adjustment relating to the adoption of IFRS 2 - Share-based Payment

n.a. - not applicable

Notes:1. Churn is the difference between total subscriber disconnections and total reconnections

of previously disconnected subscribers, over the period in review.2. Average Revenue Per User (ARPU) is the monthly average revenue per residential

subscriber. ARPU is calculated by dividing monthly average revenue derived from active residential subscribers over the fiscal year with monthly average number of active residential subscribers during the fiscal year.

3. Customer acquisition cost (CAC) is the cost incurred in activating new subscribers for the period under review, in the multi-channel subscription television service, including sales and marketing related expenses and subsidised set-top box equipment costs.

4. EBITDA/(Total Assets – Current Liabilities)5. Based on the Radio Listenership Survey by Nielsen Media Research in October 2004,

2005, 2006 and 2007 respectively. 6. Based on Nielsen Media Research Adex Report in January 2004, 2005, 2006, 2007 and

2008 respectively.7. The Group is organised in the following business segments:

• Television – provision of Direct-to-Home (DTH) subscription TV and related interactive TV services.

• Radio – radio broadcasting services.• Library Licensing and Distribution – ownership of a Chinese film entertainment library

and aggregation and distribution of the library and related content.• Others – magazine publishing business; interactive content business for the mobile

telephony platform; Malaysian film production business; talent management; creation of animation content; television content distribution; ownership of buildings and investment holding companies.

8. Earnings before interest, taxation, depreciation and amortisation (EBITDA) represents profit/(loss) before net finance costs, taxation, impairment and depreciation of property, plant and equipment, amortisation of intangible assets such as software (but excluding amortisation of film library and programme rights which are expensed as part of cost of sales), impairment of investments, share of post tax results from investments accounted for using the equity method and write-off of assets and balances arising from the investment in PT Direct Vision (PTDV), costs to provide services to PTDV and expenses incurred in developing a DTH business proposal in Indonesia.

9. Free cash flow represents the net cash flows arising from operating and investing activities of the Group.

10. The Directors recommend a final tax-exempt dividend payment of 2.0 sen per share (Final Dividend) for the financial year ended 31 January 2008 subject to the approval of shareholders at the forthcoming Annual General Meeting. The tax-exempt dividends will be paid on 29 August 2008 to depositors whose names appear in the Record of Depositors at the close of business on 13 August 2008. Should the Final Dividend be approved, the total interim and final dividends approved in respect of the financial year ended 31 January 2008 would be 10.0 sen per share.

11. Profit After Tax and Minority Interest / Total Assets12. Profit After Tax and Minority Interest / Shareholders’ Equity13. Annual dividend expressed as a percentage of the current share price. ASTRO share price

as at 31 January 2008 was RM3.82.

From Left:

Dato’ Mohamed Khadar Merican

Bernard Anthony Cragg

Ralph Marshall

Chin Kwai Yoong

Dato’ Haji Badri Haji Masri

Board of Directors10 ASTRO ALL ASIA NETWORKS p lc


DATO’ HAJI BADRI HAJI MASRI

Chairman and Non-Executive Director

Malaysian, age 64, joined the Board in July 2003 and was appointed its Chairman in August 2003. He served in various government ministry posts up to 1996, including that of Director General of Tourist Development Corporation of Malaysia and Director of the Budget Management Division of the Ministry of Finance of Malaysia.

Dato’ Haji Badri graduated with a BA in Malay Literature from the University of Malaya and an MA in Political Science from King’s College University, London. He was awarded the Heinz Fellowship from the University of Pittsburgh.

He is a director of Asia Pacifi c Land Berhad (listed on Bursa Securities). He has held various posts in the private sector including business development advisor of DFZ Capital Berhad (listed on Bursa Securities), chairman/managing director of Pelikan International Corporation Berhad (listed on Bursa Securities) and chairman of SapuraCrest Petroleum Bhd (listed on Bursa Securities).

He does not have any business arrangement with the Company in which he has a personal interest.

RALPH MARSHALL

Executive Deputy Chairman/Group Chief Executive Offi cer

Malaysian, age 56, joined the Board in July 2003. He was appointed its Deputy Chairman and Group Chief Executive Offi cer in August and September 2003 respectively and on 1 February 2007, assumed the position of Executive Deputy Chairman. He re-assumed the additional responsibilities of Group Chief Executive Offi cer in April 2008.

He is an Associate of the Institute of Chartered Accountants in England and Wales, and a Member of the Malaysian Institute of Certifi ed Public Accountants and has some 30 years’ experience in fi nancial and general management.

He is an executive director of Usaha Tegas Sdn Bhd (“UT”) and serves on the boards of several other companies in which UT has signifi cant interests viz. Tanjong Public Limited Company (listed on Bursa Securities and London Stock Exchange plc) of which he is also the executive director, Overseas Union Enterprise Limited (listed on the Singapore Exchange Securities Trading Limited), London International Exhibition Centre plc, Arnhold Holdings Limited (listed on The Stock Exchange of Hong Kong Limited) and Maxis Communications Berhad.

He is also a director in a non-executive capacity in MEASAT Global Berhad and KLCC Property Holdings Berhad, both listed on the Bursa Securities.

He does not have any business arrangement with the Company in which he has a personal interest.

Board of Directors’ Profi les


DATO’ MOHAMED KHADAR MERICAN

Non-Executive Director/Independent Director

Malaysian, age 52, joined the Board in August 2003. He manages his own fi nancial consultancy and is a director of AirAsia Berhad and RHB Capital Berhad, both listed on Bursa Securities as well as of several companies within the RHB group.

Dato’ Mohamed Khadar has over 20 years’ experience in fi nancial and general management. He is a Member of both the Institute of Chartered Accountants in England and Wales and the Malaysian Institute of Accountants.

He had served as an auditor and a consultant in an international accounting fi rm before joining a fi nancial services group in 1986. Dato’ Mohamed Khadar held various senior management positions in Tradewinds Corporation Bhd (listed on Bursa Securities) including those of president and chief operating offi cer.

He does not have any confl ict of interest with the Company.

BERNARD ANTHONY CRAGG


British, age 53, joined the Board in September 2003. He also serves as the chairman of i-mate plc (listed on AIM of the London Stock Exchange plc). He is a director of Workspace Group plc and Mothercare plc, both listed on the London Stock Exchange plc.

Bernard is a Chartered Accountant by profession and had spent over 8 years in Price Waterhouse. He has a degree in Mathematics from Liverpool University.

He formerly held various senior management positions in Carlton Communication plc (listed on the London Stock Exchange plc) for over 17 years including as its Group Financial Controller, Company Secretary and Group Finance Director. Bernard has previously served as chairman of Datamonitor plc (listed on the London Stock Exchange plc) as well as a director of Arcadia Group plc and Bristol and West Plc, a part of the Bank of Ireland (UK) Financial Services.


CHIN KWAI YOONG


Malaysian, age 59, joined the Board in March 2006. He was an audit partner with PricewaterhouseCoopers from 1982 until his retirement in 2003. During his tenure as partner, he was executive director in charge of the Consumer & Industrial Products & Services Group. He also served as director of the Audit and Business Advisory Services Division, and of the Management Consulting Services Division.

Kwai Yoong is a Fellow of the Institute of Chartered Accountants in England and Wales and a Member of the Malaysian Institute of Certifi ed Public Accountants as well as the Malaysian Institute of Accountants.

He has extensive experience in the audits of major companies in the banking, oil & gas and automobile industries as well as in the heavy equipment, manufacturing, construction and property development sectors. He was also involved in corporate advisory services covering investigations, mergers & acquisitions and share valuations.

He is a Director of Deleum Berhad and Genting Berhad, both listed on Bursa Securities, and of Rangkaian Pengangkutan Integrasi Deras Sdn Bhd (RAPID KL).


BOARD OF DIRECTORS’ PROFILES

Notes:

1. None of the Directors have any family relationship with any directors and/or major shareholders of the Company.

2. None of the Directors have had any convictions for offences within the past 10 years.

3. None of the Directors have had any sanction and/or penalties imposed on them by any regulatory bodies during the fi nancial year ended 31 January 2008.

Group Management14 ASTRO ALL ASIA NETWORKS p lc

From Left:

Raghvendra MadhavExecutive Director - India

Louis FooGeneral Manager - MEASAT Publications

Graham Charles StephensChief Technology Offi cer - ASTRO

Tengku Dato’ Anuar Mussaddad Tengku MohammadExecutive Director

- Malay Filmed Entertainment

Grant FergusonChief Financial Offi cer - ASTRO

Lakshmi NadarajahGeneral Counsel/

Company Secretary - ASTRO

Rohana RozhanChief Executive Offi cer - MBNS*

Zainir AminullahExecutive Director - AESB**

Dato’ Borhanuddin OsmanExecutive Director - AMP***

* MEASAT Broadcast Network Systems

** Astro Entertainment

*** Airtime Management & Programming



110 channels

including 27 Astro

channels

Business and Financial Review

OVERVIEW

It has been a very busy year. The Group added substantial capacity,

extended the depth and quality of its content offering, enhanced

signifi cantly its own content creation, improved customer service and as

a result, built further momentum in its domestic Malaysian operations.

Driven by strong subscription and advertising sales in Malaysia, Group

revenue grew 17% to RM2.60 billion. Earnings before interest, tax,

depreciation and amortisation (EBITDA) for the year improved to RM557

million from RM528 million a year earlier due to higher revenue, offset

by planned increases in the cost of content, customer acquisition and

other customer growth-related operating activities. EBITDA margin

was thus lower at 21% against 24% of the previous year. The Group

incurred RM6.2 million of losses, its fi rst since listing, due to start-up

costs of its overseas investments.

Going forward, the Group will continue to support the Indonesian

venture while a resolution to the shareholder issue is being pursued.

As expected, the Indian joint-venture Sun Direct TV has increased

subscriber numbers at a credible pace since its December 2007 soft

launch and the Group expects that business to remain in a growth

phase in future.

Notwithstanding the Group’s loss, the outlook for the Malaysian TV and

radio business remains positive. The Group’s extensive multimedia

capabilities and strong balance sheet have enabled it to grow its

presence and develop new businesses in complementary regional

markets. Leveraging on its experience of catering to a multi-language

multi-ethnic audience, the Group will keep up efforts to realise the

immense potential that India, Indonesia, Brunei and the rest of Asia hold

for the radio, pay-TV and content businesses.

OPERATIONS

Astro TVOur fl agship Astro pay-TV business remains the key driver behind

the strong growth in Group revenues. The successful migration of

broadcast services to MEASAT-3 in early 2007 and the subsequent

service expansion provided the impetus for us to vigorously grow

our Malaysian customer base and, for the fi rst time in a number of

years, the average revenue per subscriber (ARPU) as well. The robust

customer growth was supported by record activations of new customers

- 472,000 customers for the 12 months to end-January 2008 - as well

as retention of existing customers.

Notwithstanding the re-pricing initiative implemented in June 2007 to

address rising content costs, customer churn level was maintained at

10.1% and the entry-level pricing for the service was lowered. This

shows the Astro service remains affordable while providing choice and

pricing fl exibility to cater to different customer preferences and wallets.

As a result of our reduced entry and package pricing over time, Astro

offers best value for money when benchmarked against other global

pay-TV companies. Including churn, Astro registered net additions of

256,000 subscribers, bringing the total residential base to 2.27 million.

With a penetration rate of still only 40% of Malaysian homes, the

potential to grow the domestic subscriber base remains strong.

All other key performance metrics also saw favourable outcomes.

ARPU reached RM82 for all of FY2008 and RM85 in the fi nal quarter of

FY2008, primarily due to the June re-pricing initiative, and the addition

of the enhanced “Plus” subscription packages in October 2007.

As anticipated, content cost as a percentage of revenues rose to

33% in FY2008, from 30% in the previous fi scal year, as a result of

our commitment and investment in local content and new channel

development, and the general increase in content costs globally,

particularly for premium sports programming.

BUSINESS AND FINANCIAL REVIEW

Seven new Astro channels were launched, bringing the total Astro

branded and affi liated channels to 27. Among the new Astro channels,

Astro OASIS provided for the fi rst time in Malaysia, round-the-clock niche

cultural and lifestyle programming while news-oriented programming is

broadcast on Astro AWANI. In all, our Malay-speaking viewers today

have a choice of 10 channels, double that of two years ago.

Efforts to fi ll other content gaps continued. The Astro HUA HEE DAI

channel for the Hokkien-dialect speaking segment and the Mandarin-

language Astro XIAO TAI YANG children’s channel stood out as key

efforts toward this end, complementing other Astro-packaged Chinese-

language channels.

In addition, Astro On Demand was launched, offering premium content

to customers and allowing them to catch up on past programmes at

their convenience with minimal wait time. The new service kicked off in

July 2007, providing Cantonese drama fans with fi rst-run TVB serials at

the same time as they are broadcast in Hong Kong. Available on a pay-

per-title basis or as the Dragon monthly subscription pack, Astro On

Demand has been well-received. These, and other Chinese language

content to come, as well as high-impact marketing ground events

featuring local and foreign artistes, should continue to lend support in

sparking growth again in the Chinese-speaking segments.

Our Malay-language Astro CERIA channel continues to meet the

demand for children edutainment. Launched in September 2006, Astro

CERIA today remains the most widely-watched children infotainment

channel. Popular ground events such as ‘Run For Fun’ were also held

in the year, further extending the CERIA brand to the community. At the

same time, Astro RIA was re-positioned as a young and urban channel

while Astro PRIMA was successfully re-branded as a family channel.

In the Indian-language segment, four new channels have been launched

this year, bringing the total to seven. One of them, Indian movie channel

Astro VELLITHIRAI was an instant hit and is today, the most watched

movie channel on Astro. Aattam100 Vagai, our own locally-produced

Indian dance talent show, went international for the fi rst time in its third

season. The colourful, high-octane competition attracted participants

from India, Sri Lanka, Mauritius and Singapore.

With the additional capacity available on Measat-3, channel expansion

is expected to continue throughout the current year. To support the

government’s aim to promote sports and inspire a healthy lifestyle, Astro

hopes to introduce a local sports channel on its platform. Any decision

to launch new channels is made after full evaluation and research into

market needs and appropriateness of content, and in consultation with

our regulators.

In continuing to bridge the digital divide in Malaysia, the Group expects

to maintain its subsidy on set-top boxes. Since the inception of service

in 1996, we have cumulatively provided set-top box subsidies in excess

of RM2 billion. These subsidies plus related sales and marketing

expenses, form our customer acquisition costs which were kept around

RM700 per new activation for FY2008. In all, we spent over RM1.1

billion – RM762 million in content costs and another RM353 million on

customer acquisition costs – during the course of the last fi nancial year.

These costs should underpin future earnings and are incurred ahead of

revenue growth. For instance, more coverage of sports – including the

UEFA Euro 2008TM and the Beijing Olympics 2008 - is planned this year

to sustain the growth momentum of the TV business.

‘04 ‘05 ‘06 ‘07 ‘08

26.5%

30.4%

33.9%

36.5%

40.0%

TV H

ouse

hold

Pen

etra

tion

(%)

TV Penetration Continues to Rise

20%

25%

30%

35%

40%

45%

‘04 ‘05 ‘06 ‘07 ‘08

ARPU

(RM

)

ARPU Recovers

81

80

79

78

82

74

76

78

80

82

84



While we will continue to commit substantial sums in the areas of content

and customer acquisition, major initiatives are in place to manage these

and other costs through more effi cient and effective procurement of

set-top boxes and programming, among others. This will be balanced

by the need to introduce more local, albeit more costly, content aimed

at the broader mass Malay-speaking segment which continues to be

relatively under-penetrated and hence, offers the greatest potential for

further growth.

Our fi nancial metrics remain solid. TV revenues rose 18% to RM2.33

billion with subscriptions accounting for RM2.15 billion, or 92%

and advertising contributing RM148 million or just about 6% of the

total. EBITDA rose to RM605 million. As expected, TV EBITDA margin

narrowed to 26% from 28% due to increased content costs. The

Malaysian television operation continued to be highly cash-generative

with free cash-fl ow of RM645 million for the fi nancial year.

The results refl ected the continuing focus and efforts directed at

enhancing the end-to-end Astro customer experience from the time

customers sign up to their everyday exposure to the service. We re-

aligned the entire organisation as well as mind-sets – from strengthening

our frontline customer servicing capability and providing greater viewing

choices and signature shows, to stabilising our Customer Relationship

& Billing system (CRM) and refreshing our ancillary IT and technical

infrastructure. Consequently, the Astro customer experience saw a

material improvement.

Customers are getting more value out of their subscriptions and it is

now easier than ever before for them to transact with Astro. Our service

enhancement included an expansion in our call centres to cater to the

higher call volumes from an average of 20,700 a day previously to

24,200 currently.

We continue to pursue efforts to further enhance our customer care

and service capabilities. These include an upgrade of our system

infrastructure and the introduction of process improvements at a total

cost exceeding RM200 million over the next two years. These new

capabilities will help us better understand and serve our customers,

including fi ner segmentation of our subscriber base and services, plus

an in-depth look at what more we can offer our customers.

Following the completion of our second broadcast facility in Cyberjaya

in 2006, we are currently refreshing and upgrading our 12-year-old

broadcasting infrastructure at the All Asia Broadcast Centre in Kuala

Lumpur, to bring it to the same state-of-the-art capability as Cyberjaya.

This major project is expected to result in further production and

operational effi ciencies.

In April 2008, we began deploying the NDS VideoGuard Conditional

Access System (CAS) nationwide, with the objective of having a single

provider for both our CAS and middleware systems. Trials in mobile TV

broadcasting and continued investment in unicast (3G) streaming were

also conducted during the year. We remain alert to emerging technologies

and closely monitor industry and competitive developments to ensure a

steady pipeline of new services and product innovations, with improved

time-to-market, in order to further grow subscribers and ARPU.

Our strong brand presence and values have been recognised in Astro

being ranked as Malaysia’s Seventh Most Valuable Brand in a study by

the Association of Accredited Advertising Agents (4As) and Interbrand, a

global branding consultancy. The Astro brand, established in little over a

decade, was also valued at RM3.3 billion by Interbrand.

RadioOur Malaysian radio operations benefi ted from further growth in market

demand for radio advertising as refl ected in the Nielsen survey in

September 2007. Our stations continue to lead listenership rankings

for all the key vernacular demographics despite intensifi ed competition

from new players.

Our established and constant brand presence, ability to understand and

deliver what listeners and advertisers want, and constant efforts to stay

fresh and relevant, enable us to command a disproportionate share of

the radio advertising dollar. The eight stations - ERA, MY FM, hitz.fm,

MIX fm, Lite FM, SINAR, Xfresh and THR (Raaga/Gegar) - command

weekly listenership of 10.6 million people, representing a 50% share

of listeners.

The Bahasa Malaysia ERA station is the top station in the country for the

seventh straight year while MY FM is the leading Chinese station, hitz.fm

and MIX fm are Numbers One and Two English stations respectively

while THR Raaga is the most popular Tamil station. THR Gegar made

strong inroads in the East Coast states proving the effectiveness of

regional broadcasting.

Our radio revenues grew 12% to RM169 million as the radio industry’s

share of advertising expenditure continued to grow, to 4.4% of total

FY2008 adex of RM5.5 billion, up from 4.3% in FY2007, according to

Nielsen. We continue to drive synergies and effi ciencies in our Radio

operations, resulting in EBITDA of RM71 million representing a margin

of 42%.




Numerous on-ground events were held to complement and enhance

our on-air and on-line presence. These included events to celebrate the

50th Merdeka or Independence Day with our listeners such as MY FM’s

non-stop 50-hour outdoor broadcast in the heart of Kuala Lumpur’s

shopping district. Six of our radio stations were offi cial partners for the

Live & Loud Concert, another Merdeka-related event.

Another initiative launched in the year was the collaboration between

our Infocenter Traffi c and PLUS highway authorities to provide regular

traffi c reports across all our stations for key public holidays and long

weekends.

Currently, improvements are continuing within the radio business to

improve transmission quality and the coverage of regional expansion.

In recognition of our in-house creative talents, advertising campaigns

we created for our clients won 14 Kancil Creative Awards in 2007

- 1 Silver, 9 Bronze and 4 Merit awards. This was the highest for a

non-agency competing among other creative agencies including several

big international names. We were also the non-agency with the most

materials produced in-house.

ContentTELEVISION PROGRAMMING

Content, in particular, compelling relevant local content, has proven to

be key in driving subscriber growth. Consistent with our key objective

to develop local content, we have invested signifi cant sums in content

creation and aggregation. Astro’s content development unit is the only

one in the world that produces programmes across genres in seven

different languages, namely - Bahasa Malaysia, Hokkien, Cantonese,

Mandarin, Hindi, Tamil and English. The Astro Entertainment Network

was thus launched in FY2007 to house our Astro branded channels and

accelerate our content development efforts.

As a result of the service expansion last year, fi rst-run transmission

hours for local content more than doubled to 3,900 from 1,700 a year

earlier. Subsidiary Astro Entertainment Sdn Bhd spearheads our Bahasa

Malaysia content development activities with annual budgets of over

RM360 million and this will continue to grow to support this important

market segment.

Apart from channel development, extensive resources were also put

into identifying and developing new signature programmes as well

as refreshing existing all-time favourites like our reality talent quest,

Akademi Fantasia. Akademi Fantasia had a viewership of 1.5 million at

the May 2008 fi nals of its sixth successive season.

We scored another hit with Sehati Berdansa, a celebrity couple dance

contest. Other favourites, like comedic talent search Raja Lawak and

kid’s infotainment Tom Tom Bak, have proceeded to their second

seasons while a new wave of game-shows such as Kelab Pop and

Teksi Tunai have taken the small screen by storm. Tom Tom Bak, hosted

by the popular, ever-effervescent host Aznil Nawawi, is now a regular

weekly variety feature for pre-teens and their parents.

Our programmes and channels have also made inroads to countries

such as the Netherlands, Vietnam, Indonesia and Singapore where they

are syndicated or licensed for use across various television networks.

The growing demand for entertainment and information delivered via

new media such as broadband, mobile telephony or Internet Protocol

television (IPTV) also presents opportunities for the content business.

Going forward, the content business will intensify its efforts to re-

purpose, re-package and customise its offerings for distribution in

Malaysia and worldwide, across both traditional and new delivery

platforms.

Over 10 million

radio listeners

‘04 ‘05 ‘06 ‘07 ‘08

Radi

o EB

ITDA

(RM

milli

on)

Radio EBITDA Remains in Uptrend

47

55

60

67

71

35

45

55

65

75



Shaw Brothers fi lms

seen in over 100

countries

LIBRARY AND DISTRIBUTION-CELESTIAL PICTURES

The library licensing and distribution arm made further inroads into

China and expanded its distribution business, including penetration

into new media worldwide. The re-mastering of the Shaw Brothers

Film Library was completed with 101 new titles released in FY2008.

Up to end-January 2008, the Shaw distribution business had a presence

in over 100 countries and cumulative distribution revenue totaled over

HK$600 million. Celestial Movies doubled its global subscriber base

from two years earlier, benefi ting from the localization of the channel

which received good support from Indonesian viewers.

More collaborative efforts were made in mainland China when WaTV

tied up with Shanghai Media Group, a leading media conglomerate from

China, on the promotions, programming and production front. Beautiful

Life, a major TV drama investment, drew the fourth-highest TV rating

among all drama series in the Shanghai region in 2007.

Amid growing demand for compelling new media content, Celestial

Pictures launched KUNG FU TV in Thailand, a mobile TV channel

featuring original kung fu content from the Shaw Brothers Film

Library. In addition, our King Boxer mobisode won the “Best Short Film

Originally Created or Repurposed for Mobile” award at the third annual

MIPCOM Mobile & Internet TV Awards 2007 held in Cannes.

MALAY FILMED ENTERTAINMENT

Our participation in the local fi lm industry gathered steam with

the release of four Malay-language fi lms during the year including

Malaysia’s fi rst black-and-white movie in over 30 years – Kala Malam

Bulan Mengambang – and an award-winning gritty fi lm about street-

kids in metropolitan Kuala Lumpur – Anak Halal. Maya Karin who

portrayed a hardened teenager in the latter, was named Best Actress

at the Oskar Awards 2007 while Fauzi Nawawi was voted Best Male

Villain. The movie chalked up some RM1.7 million in box offi ce sales.

Kala Malam hit the silver screen in January, exposing a new generation

of movie-goers to the delights of images in black and white and the

concept of neo-noir.

Our fi lm business offers synergy with our pay-television business,

enabling us to leverage on its productions to enhance our local content

offering. We expect the fi lm unit to keep pushing the envelope with four

offerings scheduled for release in the current fi nancial year in various

genres including comedy, romance and suspense. Another six movies

are at various stages of production and post-production and will be

released thereafter.

INTERACTIVE CONTENT

The Multimedia Interactive Technologies division was consolidated

under one management structure, and core systems were further

enhanced.

Advertising and customer revenues improved, primarily due to increases

in interactive advertising on AMP websites and interactive game-

shows on the pay-TV service respectively. The multilingual interactive

gameshows - Fulus Mania, Fun Fun Fun, and Puthaiyalai Thedi – kicked

off their fourth season in February 2008 to more viewers and higher

audience participation. Astro subscribers also benefi ted from the launch

of a broadband TV service in December 2007 which provided selected

simulcast and on-demand programmes.

Other major launches during the year include the Barclays Premier

League mobile video service and the expansion of the existing Mobile

TV service. Following the launch of 13 TV and 5 Radio channels on the

3G cellular network, a selection of 10 channels is now available on the

2.5G network, reaching a wider addressable market.


Riding on demand for local-language entertainment content on the

Internet, the Murai.com.my website was launched in November 2007.

The site features a mix of entertainment information, celebrity news,

and community features such as blogging and user-generated content

(UGC). Murai.com.my formed the basis for Aksi Murai, a celebrity-reality

programme which was based on UGC and initially broadcast over the

Internet before being aired on Astro RIA, marking a fi rst for the Group.

PUBLICATIONS

Our television compendium was completely revamped into AstroView,

a full-fl edged entertainment magazine, as part of our ongoing efforts to

better serve our viewers. Produced in three different language editions,

AstroView offers fresh content such as exclusive interviews, features,

movie and sports highlights, recipes and hot picks of the month.

We continue to refresh and refi ne the other magazines in our stable

- TopGear, VMag, iFeel, Aksi AF, InTrend and Men’s Uno. As Malaysia’s

premier motoring publication, TopGear remains popular among auto

enthusiasts and has a healthy circulation of 30,000 copies.

TALENT MANAGEMENT

ASTRO’s talent management company Maestro continued to play an

active role in nurturing talent and developing the entertainment industry.

Its portfolio of 39 singers, actors, announcers and performers chalked up

a total of over 300 performances during the year, including the Merdeka

Concert to mark 50 years of independence, and various community

events. Maestro also launched 26 albums during the year and sold

100,000 copies, bringing to 1 million the total sold since 2003. Mawi,

winner of the Astro-produced Akademi Fantasia 3 talent quest and a

Maestro performer, remains one of Malaysia’s most popular singers,

winning a Nickelodeon Kids Choice award for the second straight year

and two Anugerah ERA 2007 awards.

ANIMATION

Key highlights of the animation unit include production of 18 more

half-hour episodes of Captain Flamingo, a series targeted at children

aged six to eight years old. The series now has a total of 52 episodes

and two television specials, and is currently airing on Toon Disney. It is

also licensed to Nickelodeon Australia and Nickelodeon Latin America,

among others.

The revenue, EBITDA and cash-fl ow contributions from our interactive

content, fi lmed entertainment, publications, talent management and

animation businesses are not material to Group results. However, they

provide synergies and signifi cant media-bundling opportunities with our

pay-TV, radio and TV programming businesses.

Regional InitiativesINDIA

The joint venture agreement between South Asia Entertainment

Holdings Limited, a wholly-owned ASTRO unit, and Kalanithi Maran and

Kavery Kalanithi, for Sun Direct TV Private Limited, was completed in

December 2007. We disbursed a fi rst tranche of US$80 million with the

balance to be paid out in accordance with an agreed schedule based

on the funding requirements of Sun Direct.

As typical of similar start-ups, the joint-venture is expected to incur

losses for the fi rst fi ve to six years of operations. Consistent with the

Group’s accounting policies, ASTRO expects to equity-account for

its share of Sun Direct’s losses of up to Indian Rupee 7,470 million

(approximately RM600 million), representing our 20% equity stake.

The joint-venture will be funded though a mix of equity and borrowings.

Response to Sun Direct has been enthusiastic following its soft launch

in December 2007. Thus far, over 500,000 subscribers have signed up

since the service commenced in Tamil Nadu, Andhra Pradesh, Kerala

and Karnataka states.

The Group has also further enlarged its radio footprint in India.

In February 2008, it acquired a 6.98% direct equity stake in South Asia

FM Ltd. which has licences to own and operate 23 FM radio stations

in India.

INDONESIA

In Indonesia since 2005, the Group had been in discussions to acquire

a stake in PT Direct Vision (PTDV). In 2006, PTDV commenced a

satellite direct-to-home pay-TV business, marketing the service under

the “Astro” name pursuant to a trademark licence agreement with the

Group. As part of the proposed investment in PTDV (the Indonesian

venture), affi liates of the Group supplied channels, programming content

and other technical services to PTDV. As negotiations on the Group’s

acquiring of a stake in PTDV have been protracted and inconclusive, the

ASTRO board decided in September 2007 that the Group will no longer

equity account for the joint venture in its fi nancial statements.

The Group continues to provide basic services to support the pay-TV

operations of PTDV at a cost of approximately RM20 million a month

while efforts to seek a resolution to the Indonesian venture continue.

If no agreement is reached, the Group expects to account for costs relating

to commitments already made which are approximately RM200 million.

As at 31 January 2008, PTDV had 145,000 subscribers and ARPU of

US$20.1. The service broadcasts 49 channels of which 12 are local,

including six channels the Group specially developed for Indonesia.

Notwithstanding the accounting losses, these regional investments are

anticipated to create long-term shareholder value by diversifying and

scaling our businesses. They allow us to amortise the cost of content

over more than one market, making our creative efforts more viable

and allowing us to aspire to even greater quality. We expect these

investments to be funded through internally-generated funds and

borrowings without impacting our ability to pay dividends.



FINANCIAL PERFORMANCE

Group revenue rose 17% to RM2.60 billion as subscription and

advertising sales improved. The revenue rise lifted earnings before

interest, tax, depreciation and amortisation (EBITDA) for the year to

RM557 million from RM528 million a year earlier. However, the rise in

revenue was partially offset by rises in content cost and expenses due

to activities related to customer acquisition and growth, resulting in an

EBITDA margin of 21% versus 24% in the previous year.

Capital expenditure for the year increased to RM208 million from RM96

million in FY2007 due primarily to the upgrading of our existing All

Asia Broadcast Centre facility in Kuala Lumpur, improvements to our

IT systems and the start-up of new channels. This refreshing of our

systems and equipment ensures that we remain on the cutting edge of

broadcast technology and allows us to plan for additional services in the

future at a low marginal cost.

The balance sheet remained healthy in the year with RM987 million

of cash as at end-January. To improve the effi ciency of the capital

structure, the Group entered into a syndicated term and revolving

facilities agreement in March 2008. The facilities comprise U.S. dollar

commitments and a proposed ringgit term loan facility, which will total

up to US$300 million. Funds made available under these facilities,

together with the cash and US$85 million available via another existing

facility, provide the Group with ample funds at its disposal for current

and future businesses.

Active foreign exchange hedging continued during the year to manage

exposures related to the purchase of set-top boxes. Overall, the rise of

the ringgit against the U.S. dollar has benefi ted the Group. During the

year, the Group realised foreign exchange gains of RM15 million.

The Group’s effective tax rate is higher than the Malaysian statutory

tax rate due to losses from foreign subsidiaries, associates, overseas

investments and certain local subsidiaries which were not available for

tax relief at the Group level and additional deferred tax charge from

the restatement of deferred tax following the lowering of the Malaysian

statutory tax rate for 2009 to 25% from 26%.

Dividends declared for the fi nancial year ended 31 January 2008

totalled 10 sen a share, or RM193 million, versus 7 sen a share or

RM135 million in the previous year. The Group remains committed to

a progressive dividend policy targeting 50% of earnings of the existing

operations and will revisit the payment of dividends on a quarterly

basis.

The government has replaced the full imputation system for dividend

payment with the Single-Tier Tax system effective from the year of

assessment 2008. Companies with Section 108 credit balances are

allowed to make an election to use their section 108 balances, for

distribution of franked dividend during the transitional period from

1 January 2008 until 31 December 2013, subject to them meeting

certain conditions. Having evaluated the potential impact of the Single-

Tier Tax System for dividends, the Group has decided it will retain the

incumbent imputation system until 31 December 2013, or such time

when all its Section 108 credit balances are exhausted, whichever is

earlier. This decision will not have any adverse impact on the Group’s

dividend policy.

CLOSING REMARKS

Prospects for growing the Malaysian TV and radio operations remain

bright. In addition, we look forward to working with partners in the media

and ancillary industries to broaden and deepen our content offerings,

and leverage evolving technologies and new-media platforms to expand

our presence in Malaysia and beyond.

At the same time, we continue to seek opportunities to build on our

extensive cross-media and broadcast expertise and our experience in

serving a multi-lingual, multi-ethnic audience, to realise the potential for

the TV, radio and content development businesses in India, Indonesia,

Brunei and the rest of Asia.

Prospects for

growing the

Malaysian TV and

radio operations

remain bright.



Risk Factors

The Group’s Enterprise Risk Management (ERM) framework has two

main aims – to identify the types and levels of risks, and to ensure

the company’s preparedness and ability to face them. Risks, whether

they emerge individually, or in combination, could signifi cantly affect

the Group’s fi nancial performance, and should be carefully considered

with any forward-looking statements in this Annual Report. Key risks

for the Group – as summarized below - are by no means all inclusive.

The ERM framework is based on industry best practices and standards

of corporate accountability plus prudent risk management practices

and acceptable control standards as defi ned by our regulators.

POLITICAL AND REGULATORY

The Group operates in an industry that is subject to a broad range of rules

and regulations put in place by various governing bodies and relevant

authorities. Consequently, the Group emphasises strict compliance.

The Group also constantly keeps up with all relevant developments and

is in regular contact with governing authorities.

FOREIGN ASSOCIATES

The Group has invested in foreign ventures and operates in overseas

jurisdictions and faces risks of unexpected changes in laws, regulations,

licensing, taxation and currency repatriation policies. In its overseas

joint-ventures and partnerships, the Group may have limited control

over management, operations and performance, thereby reducing its

ability to manage related risks. Nevertheless, the Group constantly

evaluates the risks at hand and ensures mitigation plans are in place.

SERVICES AVAILABILITY

The Group relies on a wide range of systems, including the MEASAT-3

satellite and broadcast equipment, to deliver a high-quality service.

The Group continually reviews and enhances its systems and their

interconnectivity to minimise service interruption. Business continuity

plans have been implemented in the Group, and are reviewed and

selectively tested on a quarterly basis. At the same time, the Group

is working with its satellite provider to mitigate risks of a loss of

transponders. The Group has since 2006 established two broadcast

centres to facilitate redundancy capacity.

COMPETITION

Competition can range from other leisure activities that compete for the

customers’ wallets to existing media and telecommunications players

which may offer appealing products and services, and technology

developments that may result in consumers deriving content from

alternative sources such as broadband video and IPTV. The Group

is cognisant of critical industry developments and considers key

performance indicators such as ratings and viewership in its product

planning and development.

PROCURING EXCLUSIVE

AND COMPELLING CONTENT

Content, particularly local content, is key for customer acquisition and

retention. The rights to and pricing of third-party content are subject

to periodic negotiation and re-pricing may exceed budget projections.

Thus, the Group constantly explores opportunities to develop proprietary

content and works closely with key programme providers while

diversifying its sources of third-party content.

TECHNOLOGY AND INNOVATION

Technology and innovation are critical to our business and industry.

The Group keeps abreast of the latest industry trends and has upgraded

its facilities to enhance security and preparedness amid the emergence

of new technologies. The Group has also taken steps to reduce technical

and operations disruptions while ensuring its systems remain current

and relevant through continuous maintenance and system upgrades.

HUMAN RESOURCES

Our human resources are crucial to our business strategy formation and

execution. Inadequate resources and brain drain are challenges which

the Group tries to mitigate by hiring the best, and providing attractive

performance-based rewards and a safe and healthy work environment.

Competency-based training has also been put in place while succession

planning has been implemented for key functions in the Group.

REPUTATION AND PUBLICITY

The Group’s actions, talents and brands are constantly in the public

eye. The Group advocates corporate responsibility through programmes

that focus on human development, education and nurturing of our

youth. The Group also actively engages with the public via dialogue with

community groups, interest groups and government bodies.

Enhancing customer service continues to be a key focus. The number of customer service offi cers was

considerably beefed up, with intensive training held throughout the year to upgrade skills and product

knowledge. During the year, fi ve more customer service centres – in Alor Star, Kuala Terengganu, Seremban,

Sibu and Tawau - were added, bringing the total to 17 and allowing us to better serve our customers in

smaller towns and semi-urban centres where most of the growth in customers is expected.

From December, customers were treated to the entertainment magazine AstroView which complements

the substantially expanded Astro TV service. At the same time, we kept up efforts to fi ll content gaps.

For instance, the Astro HUA HEE DAI channel was rolled out for Hokkien-dialect speakers and complements

other Astro-packaged Chinese-language channels. Astro HUA HEE DAI and other Chinese-language content

to come, as well as high-impact marketing ground events featuring local and foreign artistes, will underpin

growth in the Chinese-speaking customer segments.

strengtheningrelationships

Courtesy of National Geographic Channels International


Courtesy of Action Images/Reuters

televisio

n“Customers are vital to our business. Everything that we do

is aimed at improving the customer experience. We are constantly

looking for ways to enhance our customer service, our content

offering, to make it easier for our customers to interact with us…

the list is endless.” ROHANA ROZHAN Chief Executive Offi cer, MEASAT Broadcast Network Systems (Astro TV)


increasingdiversity


We expanded our services through the year, giving customers greater fl exibility and choices through new

products, enhanced channel line-ups and packaging options. We now have 27 Astro channels including

Astro AWANI, Malaysia’s international news and information channel with a local perspective and Astro

OASIS, the country’s fi rst family channel that refl ects niche cultural and lifestyle programming.

Astro On Demand debuted in July 2007, providing die-hard Cantonese drama fans with TVB serials as

they are released in Hong Kong, to be viewed at their convenience while four additional channels were

introduced for our Indian-speaking communities. As well as more international offerings, we also stepped

up efforts to localise content with over 12,000 hours of subtitling done. To the delight of young local fans,

the Disney hit movie High School Musical 2 was broadcast with English and Malay-language tracks.

In 2007, ASTRO brought the journey of Malaysia’s fi rst Angkasawan, or astronaut, live to the nation’s

television screens. ASTRO also provided over two weeks, a special ANGKASA 1 channel that featured the

live telecast of the space shuttle take-off and other interesting space travel programmes.

televisio

nASTRO ALL ASIA NETWORKS p lc 27

Our learning and infotainment channels continue to be the key drivers for customer growth. Following

enthusiastic response to our home-grown kids infotainment channel Astro CERIA, Astro launched two more

channels for children, Astro XIAO TAI YANG in Mandarin and Chutti TV in Tamil. Astro XIAO TAI YANG builds

on the success of Astro CERIA. Launched in September 2006 to fi ll the Malay-language learning content gap,

Astro CERIA today is the mostly widely-watched children infotainment channel.

On-ground events such as road-shows featuring local and foreign artistes and community events have

become an effective way to reach new audience and promote additional channels. Among these were

road-shows to promote Astro XIAO TAI YANG and Astro HUA HEE DAI in Penang and Johor as well as the

Merdeka celebration concerts across the nation. As a result of our on-ground marketing and promotion

activities, our direct sales team now accounts for half of sign-ups, from just 30% four years earlier.

televisio

n

Courtesy of CCTV


Courtesy of Chutti TV

growingviewership


“We always strive for the best – in terms of our facilities,

content, technology and most importantly, our people.

That’s how we’ve grown. And that’s how we will

keep on growing.”DATO’ BORHANUDDIN OSMAN Executive Director, Airtime Management & Programming (AMP Radio Networks)

radio


Our eight terrestrial FM radio stations retained top spots across vernacular and English-language markets with 10.6 million

listeners tuning in each week. ERA was the top station nationwide for the 7th straight year while MY FM was the most popular

Chinese-language station in the country, THR Raaga the most popular Tamil station and hitz.fm remained Malaysia’s top station in

the English-language market. A total 17 digital radio channels are also broadcast over the DTH platform.

To bring our on-air relationship with the listeners closer to the ground, we held events such as MY FM’s non-stop 50-hour outdoor

broadcast in the heart of Kuala Lumpur’s shopping district and the Live & Loud Concert where six of our eight radio stations were

offi cial partners. During the year, our radio stations also worked together with highway operators to help ease congestion by

broadcasting recommended staggered travel times.

sustainingleadership


con

ten

tOur content development efforts accelerated over the year to meet demands of our ever-

evolving customer base. The generation of local content, particularly for the Malay-speaking

population, was a major focus. The unit broadcast 3,900 hours of fi rst-run original local

content in the fi scal year, more than double of the previous year. These include signature

programmes such as comedic talent show Raja Lawak, drama serial Cinta dan Keadilan and

the highly popular reality talent show Akademi Fantasia, which is already in its sixth season.

Dance was the rage among viewers as we rolled out new signature programmes such as Sehati

Berdansa where celebrity couples tried to out-do each other at anything from ballroom dancing

to the traditional joget. It drew nearly 1 million viewers during its December 2007 fi nals, the

highest achieved for an Astro RIA programme in the fourth quarter, and was one of the top 20

programmes broadcast on the Astro platform during the year. A street-dance contest Battleground

debuted in October on Astro WAH LAI TOI while the Aattam 100 Vagai group dance competition

went international for the fi rst time in its third season. In recognition of our creative talent,

our production unit picked up 10 awards at the Sixth Oskar Awards 2007 organised by the

Film Workers Association of Malaysia.

deliveringvariety


“Content is what drives subscriber numbers

– but not just any content. It has to be compelling.

It has to be relevant. And most importantly,

it has to be unique.”ZAINIR AMINULLAH Executive Director, Astro Entertainment


malay fi lmed entertainment

Tayangan Unggul continues to push the envelop for Malay fi lm production with Kala Malam

Bulan Mengambang, Malaysia’s fi rst black-and-white neo-noir movie in over 30 years, while

Anak Halal, a gritty fi lm about street-kids in metropolitan Kuala Lumpur, won fi ve awards at

the Oskar Awards 2007 and chalked up some RM1.7 million in box offi ce sales.

con

tent


celestial pictures multimedia interactive technologies

Celestial Pictures made progress in growing its range of products and making inroads into

mainland China. Beautiful Life, a major TV drama investment, drew the fourth-highest TV

rating among all drama series in the Shanghai area in 2007.

In the fi lm distribution area, Celestial distributed hits such as Jackie Chan’s blockbuster Rush

Hour 3, Quentin Tarantino’s Death Proof¸ and the epic box-offi ce smash Golden Compass.

The Multimedia Interactive Technologies unit continued to grow and enhance its offerings

across new media such as mobile, interactive television and the Internet. Murai.com.my,

an entertainment portal, was launched in November 2007 allowing celebrities and users to

interact and network via blogs, photo and video galleries, contests and events. Our online

properties continued to draw a credible audience, with an average of 1.1 million unique

visitors monthly.


Courtesy of Media Asia Distribution Ltd

“Our CR Framework is tailored to generate a positive change in all aspects of

the Malaysian community today – environmental, economic and social

– with the hope of shaping a more wholesome society for tomorrow.”

ROHANA ROZHAN Chief Executive Offi cer, MEASAT Broadcast Network Systems (Astro TV)

inspiringsustainability

Corporate Responsibility




As a leading media player, we believe that we are well-placed to

nurture and support the community from which we draw talent, ideas,

our customers, employees, and in turn, ensure sustainability of our

business. Integrity, professionalism, fairness and ethical treatment are

qualities we value in our dealings with our stakeholders. As embodied

in our “One Astro” motto, Astro aims to be Number One in terms of the

customer experience, the viewing choices we offer, and as an employer.

As a responsible company, we believe that we also have a role to play

in protecting our fragile environment for future generations. Our code

of ethics and corporate governance standards are accordingly shaped,

and continually refi ned, to institutionalise these guiding principles into

our businesses practices and activities.

SUPPORTING THE COMMUNITY

The broadcast and entertainment industry relies heavily on fresh ideas

and new talent, which is why supporting the community, particularly

youths and those involved in the performing arts, is a key part of

ASTRO’s corporate responsibility programme. Apart from fi nancial

support, we have also generously provided airtime across our various

media platforms to raise public awareness for the needy and other

worthy causes among our subscribers and listeners. In FY2008, ASTRO

provided a total of almost two hours of community and public service

announcements each day across its available television channels while

broadcasts of similar announcements across the Group’s eight radio

stations totalled over six hours a day. We have also proven our ability to

match entertaining programmes with charity, the most recent of which

was the well-received Sehati Berdansa dancing competition where

the favourite charities of winning participants would receive certain

donations.

One of the new initiatives the Group launched during the year to nurture

innovation in the performing arts was its sponsorship of the Australian

National Institute of Dramatic Arts short courses programme for 48

youths on script writing, screen acting and screen direction. In 2006, the

Astro Scholarship Awards were initiated to support deserving individuals

pursuing undergraduate and graduate degrees in areas related to

media and broadcasting. The Astro Scholarship programme has to date

funded 25 young people in their pursuit of their academic dreams at

reputable universities worldwide. ASTRO further extended its support of

education when it gave out the fi rst ASTRO – 4As Scholarship Award

in support of individuals, nominated by the Association of Accredited

Advertising Agents Malaysia (4As), reading advanced degrees in fi elds

related to brand and marketing communications.

As a company that invests heavily in original programming, we believe

that many young performers deserve help in staging their projects or

improving their skills. In its second year in 2007, the Krishen Jit-ASTRO

Fund supported four grantees in their respective projects - a visual arts

exhibition, a 90-minute movie, a music CD compilation showcasing

Malaysian compositions and to facilitate research for a theatre project.

To date, seven individuals have received grants from the Fund.

ASTRO is a company with Malaysian roots. Together with the nation, we

celebrated the 50th anniversary of Merdeka in 2007 with a plethora of

activities. These included the ‘Super 50 Party’ concerts and musicals

held nationwide, and special programmes such as Anak Gemilang

Malaysia and My Roots. ASTRO also proudly devoted an entire channel

for two weeks to document and track Malaysia’s fi rst Angkasawan, or

astronaut, as he embarked on a historic space journey in October 2007.

During the year, we strongly supported technological achievements with

the Astro TechnoloGenius Campaign and the Nextgen Contentpreneur

Awards. The Astro TechnoloGenius Campaign 2007 was conceived as a

search for Malaysia’s most innovative technological ideas conceptualised

by youths. Partnering XPRESI of Indonesia, the campaign received a



special ASEAN TAYO (Ten Accomplished Youth Organisations) award

in November 2007 from the Committee for ASEAN Youth Cooperation

(CAYC), the coordinating body for national youth councils in the ASEAN

region. In collaboration with the Malaysian Communications and

Multimedia Commission and MSC Malaysia, we launched the Nextgen

Contentpreneur Awards which aims to reward tertiary students for

content excellence in categories such as short content, documentary,

music video, website and animation.

Over the years, ASTRO has also supported culture and heritage through

collaboration with national organisations such as leading charity

foundation, Yayasan Budi Penyayang, to promote Malaysian Batik, or

through fi nancial contributions to the arts scene such as to the Kuala

Lumpur Performing Arts Centre, the Sutra Dance Theatre, the Five

Arts Centre and Dramalab. In addition, ASTRO brought in professional

musicians from India to hold train-the-trainers’ sessions to deepen the

skills of local musicians of all ethnic backgrounds under the Indian Music

Training Programme. In recognition of these efforts, ASTRO was one of

two companies to receive an Honourable Mention for Outstanding Work

in the Culture and Heritage category of the Prime Minister’s Corporate

Social Responsibility Awards 2007.

Sports lies close to the heart of most Malaysians and as a Malaysian-

based company, ASTRO is no different. The Group actively supports

sports through its sponsorship arrangements with the Olympic Council

of Malaysia, beginning in 2004 and which continues to the Beijing

Olympics this year.

ENABLING THE EMPLOYEE

ASTRO is committed to developing the full potential of each of its

employees through a comprehensive training programme while

ensuring fair compensation and a healthy and safe environment. At the

same time, ASTRO believes in helping its employees reach out to the

underprivileged and the marginalised. As at 31 January, 2008, ASTRO,

and its subsidiaries in Malaysia, India and China, employed 3,432 men

and women of different ethnicities, ages and skill levels.

“The Spirit of One ASTRO” programme is the linchpin of our Human

Capital Development Programme. The one-day programme seeks to

align employees toward common goals of organisational growth and

overcoming business challenges, and is completed ahead of other

competency-based development programmes. During the year, 1,361

or over a third of our employees experienced “The Spirit of One ASTRO”

while 1,061 went through competency-based training.

During the fi nancial year under review, the Graduate Management

Development programme was launched to develop high-potential new

recruits. Over a 12-month structured development programme, the fi rst

batch of seven men and women were coached, mentored and given

opportunities to work in different parts of the company.

The Group encourages staff interaction and feedback through both

formal ways – such as our biennial employee opinion surveys and town

hall meetings – as well as informal means including staff newsletters, the

sports club and so on. Following feedback from the staff, dental treatment

was introduced as an employee benefi t. Yearly events organised for

the staff include the ASTRO Fest, a day-long carnival where employees

and their families let their hair down, relax, and enjoy food, games and

entertainment within the All Asia Broadcast Centre. Free health checks,

discounted shopping, meal subsidies and a feeder bus service are among

other benefi ts employees enjoy at ASTRO. Employees also are provided

with ample opportunities to participate in activities aimed at helping the

community. During the year, three blood donation drives were held at

ASTRO, with over 200 employees coming forward in the latest exercise

in March.


UPHOLDING CORPORATE GOVERNANCE

ASTRO is committed to maintaining high standards of corporate

governance. The Group has a clearly-defi ned Code of Business Ethics

and Code of Conduct with an over-riding objective of upholding

transparency, accountability and integrity in its policies and procedures.

We continue to seek ways to enhance our relationship with all

stakeholders including shareholders, the government and government

agencies, the media, non-governmental organisations and interest

groups. As a result of our efforts, the Group was ranked 12th among

300 Malaysia-listed companies in a 2007 corporate governance survey

by the Minority Shareholder Watchdog Group. (For more details, please

see the Risk Factors statement on page 23, the Corporate Governance

Statement on page 41, the Statement of Internal Controls on page 48,

the Directors’ Report on page 52 and the Auditor’s Report on page 56.)

SUSTAINING THE ENVIRONMENT

As a company with its main operations in richly bio-diverse Malaysia,

ASTRO has consciously played a part in protecting the environment,

both directly and indirectly.

ASTRO supports recycling efforts and encourages its pay-television

subscribers to return faulty decoders when they buy new ones.

Decoders that can be repaired are then refurbished and reconditioned

so that they can be re-used while those beyond repair would be

scrapped and useable parts re-processed. Films and beta tapes and

other similar materials are disposed by an appointed vendor every two

months, the bulk of which are re-processed into recyclable plastic. Used

paper materials and unsold copies of our magazines and Astro View are

collected via a centralised system and sent to a designated recycling

plant.


ASTRO is committed to maintaining

high standards of corporate governance.

We continue to seek ways to enhance

our relationship with all stakeholders

including shareholders, the government

and government agencies, the media,

non-governmental organisations

and interest groups.

Corporate GovernanceCorporate Governance Statement 41

Audit Committee Report 46

Statement on Internal Control 48



Corporate Governance Statement

Corporate Governance sets out the framework and process by which

institutions, through their board of directors and senior management,

regulate their business activities. These principles balance safe and

sound business operations while complying with relevant laws and

regulations.

Your Board is fully committed to maintaining high standards of

corporate governance to safeguard and promote the interests of the

shareholders and to enhance the long term value of the Group. To

this end, it has adopted a set of Corporate Governance Guidelines to

govern its conduct within the spirit of the Malaysian Code on Corporate

Governance (“Code”) and the Listing Requirements of Bursa Securities.

The Board has approved this statement and is of the opinion that it

has, in all material respects, complied with the principles and best

practices outlined in the Code for the financial year ended 31 January

2008. In addition, the Board has continued to adhere to the principles

recommended in the United Kingdom Combined Code of the Principles

of Good Governance and Code of Best Practice where applicable to the

circumstances of the Group as described in this report.

1. THEBOARD

The Board has adopted the following six responsibilities in the

discharge of its stewardship, which are also set out in the Directors’

Manual:

• Review and adopt strategic plans for the Group

• Oversee the conduct of the Group’s businesses to evaluate

whether the businesses are properly managed

• Identify and manage principal risks

• Succession planning of senior management

• Develop and implement an investor relations programme

• Review the adequacy and integrity of the internal control and

management information systems

The Board provides the Ieadership necessary to enable the Group’s

business objectives to be met within a framework of internal

controls while ensuring that the interests of the shareholders are

safeguarded. During the financial year under the review, the Board

has reviewed and adopted a 3-year strategic plan that will set the

Group’s business direction in order to meet its objectives. The

Board has also on a regular basis reviewed the performance of the

Group and individual businesses, risk management procedures,

key controls, corporate governance standards and adequacy of

human resources as well as conducted investor briefings.

1.1 CompositionandBalance As at 31 January 2008, your Board comprised four Non-Executive

Directors including the Chairman, and one Executive Director.

Three of the four Non-Executive Directors are independent, which

is higher than the minimum prescribed in the Code and the Listing

Requirements. The Board considers that the balance achieved

between Executive and Non-Executive Directors during the financial

year under review was appropriate and effective for the control

and direction of the Group’s business. The Board is also of the

opinion that the Board composition during the year under review

had fairly represented the ownership structure of the Company

with appropriate representations of minority interest through the

Independent Directors.

The roles of the Non-Executive Chairman, Executive Deputy

Chairman and the Chief Executive Officer have been distinguished,

with a clear division of their responsibilities to ensure that there

is a balance of power and authority. The Chairman is responsible

for ensuring Board effectiveness and conduct whilst the Executive

Deputy Chairman is responsible for providing leadership and

advancing relationships with regulators and stakeholders. The Chief

Executive Officer assumes overall responsibility over the operating

units, organisational effectiveness, formulation of strategies and

implementation of Board policies and decisions. On 25 January

2008, the Board announced the resignation of the Chief Executive

Officer with effect from 15 April 2008. Pending a new appointment,

the Executive Deputy Chairman has taken on also the responsibilities

of the chief executive officer with effect from 15 April 2008.

The Independent Directors play a pivotal role in corporate

accountability and provide unbiased and independent views

and judgement to the Board’s deliberation and decision making

process, which is reflected in their membership of the various

Board Committees and their attendance of meetings as detailed

below. In addition, the Non-Executive Directors ensure that matters

and issues brought up to the Board are fully discussed and

examined, taking into account the interest of all stakeholders. The

profiles of the members of the Board, as set out on Pages 12 to 13

of this Annual Report, demonstrate the complement of skills and

experiences that the Directors are able to bring to bear on issues

of strategy, performance, control, resource allocation and integrity.

1.2 AppointmentstotheBoard In compliance with the Code, the Nomination and Corporate

Governance Committee has the responsibility of proposing new

candidates for appointment to the Board.

One-third of the Directors are subject to re-appointment by rotation

at every Annual General Meeting in accordance with the Company’s

Articles of Association. Re-appointments are not automatic and all

Directors must retire and submit themselves for re-appointment

by shareholders at least once in every three years. Pursuant to the

Listing Requirements, each member of the Board holds not more

than ten directorships in public listed companies and not more


than fifteen directorships in non-public listed companies. This

ensures that their commitment, resources and time are focused

on the affairs of the Group to enable them to discharge their

duties effectively. Your Directors are in full compliance with this

requirement.

1.3 Training Your Board fully supports the need for its members to continuously

enhance their skills and knowledge to keep abreast with the

developments in the economy, industry and technology, among

others. It is regularly updated on new statutory and regulatory

requirements relating to their duties and responsibilities as

Directors.

All the Directors have attended seminars during the financial year

and they are kept informed of available training programmes on

a regular basis. An appropriate budget is in place for Directors’

training. Among the seminars attended by one or more Directors

during the financial year include:

• Trends and Disruptions in the Digital TV Space, Customer

Lifecycle Management, Opportunity at the Confluence of Telco

and TV

• Briefings on Directors’ Responsibilities and Recent

Amendments to the Companies Acts in Malaysia and the

United Kingdom

• Improving Board of Directors’ Performance, Leadership &

Governance

• Making Corporate Boards More Effective

• Developments in Broadband and IPTV

• Corporate Social Responsibility

In addition, the Directors receive briefings and updates on the

Group’s businesses and operations, risk management activities

and technology initiatives on a regular basis.

1.4 SupplyofInformationandBoardMeetings Your Board has full and unrestricted access to all information

pertaining to the businesses and affairs of the Group as well

services of the Company Secretary, to enable them to discharge

their duties effectively. The Board may also seek external

independent professional advice at the Group’s expense.

The Board meets at least every quarter and on other occasions, as

and when necessary, to inter-alia approve quarterly financial results,

statutory financial statements, the annual report, business plans

and budgets as well as to review the performance of the Company

and its operating subsidiaries, governance matters and other

business development activities. Senior Management and external

advisors are invited to attend the Board and Board Committees

meetings to advise on relevant agenda items to enable the Board

and its committees to arrive at a considered decision. Prior to Board

or Board Committees meetings, the Directors receive a formal

agenda and a comprehensive set of board papers encompassing

management reports on financial and operating performance,

minutes of Board meetings, reports on risk management, proposal

papers and supporting documents to enable the Directors to review,

appraise or obtain further information, if necessary on the agenda

items to be discussed. In addition to quantitative information, the

Directors are also provided with updates on other areas such as

market developments, customer, risk management and technology.

The Company Secretary attends all Board and Board Committees

meetings and ensures that accurate and proper records of the

proceedings of the meetings and resolutions passed are kept.

Minutes of every Board meeting are circulated to all Directors for

their perusal prior to confirmation, in order to provide an opportunity

to the Directors to clarify or raise comments on the minutes prior to

the confirmation of the minutes.

The attendance record of individual Directors at Board and Board

Committee meetings for the financial year ended 31 January 2008

is detailed below:

Directors Board BoardCommittees

Audit

NominationandCorporateGovernance Remuneration Option

Number of meetings during the financial year 5 5 1 5 1

Dato’ Haji Badri Haji Masri 5/5 n/a n/a n/a n/a

Ralph Marshall 5/5 n/a n/a n/a 0/1***

Bernard Anthony Cragg 5/5 5/5 1/1 n/a n/a

Dato’ Mohamed Khadar Merican* 4/5 4/5 1/1 5/5 1/1

Chin Kwai Yoong** 5/5 5/5 1/1 5/5 1/1

* redesignated on 1 March 2007 and remains as member of the Remuneration Committee

** appointed as Chairman of the Remuneration Committee on 1 March 2007

*** did not attend as he was interested and was required to abstain from voting

CORpORATE GOvERNANCE STATEmENT


1.5 BoardCommittees To ensure the effective discharge of its fiduciary duties, the Board

has delegated specific responsibilities to the following four Board

Committees. The Board Committees will deliberate in greater detail

and examine the issues within their terms of reference as set out

by the Board and make the necessary recommendations to the

Board which retains full responsibility.

AuditCommittee Composition of the Audit Committee, its terms of reference and a

summary of its activities are set out on Pages 46 and 47 of this

Annual Report.

NominationandCorporateGovernanceCommittee This Committee is primarily responsible for recommending

appointments to the Board and Board Committees. In March 2007,

the Board appointed Chin Kwai Yoong as the Chairman of the

Remuneration Committee and member of the Option Committee

based on the recommendation of this Committee.

In addition, there is in place a framework for Directors to evaluate

the effectiveness of the Board, the Board Committees and the

contribution and performance of each individual Director. The

chairman of the Nomination and Corporate Governance Committee

assumes overall responsibility for the assessment process and

the findings are reported by the chairman and discussed with the

Directors. The assessment of the chairman of this Committee is

addressed by the Chairman of the Board. The assessment of the

Chairman of the Board is led by the Non-Executive Directors who

are led by the Senior Independent Director.

The assessments in respect of the financial year ended 31 January

2008 concluded that the Board, Board Committees and individual

Directors contributed effectively to the overall operations and

review of the Group’s affairs. The Board is also of the opinion that

the Directors seeking re-appointment at the forthcoming AGM have

continued to give effective counsel and commitment to the Group

and accordingly should be re-appointed.

Members of the Nomination and Corporate Governance Committee,

all of whom are independent Non-Executive Directors, are:-

• Dato’ Mohamed Khadar Merican (Chairman)

• Bernard Anthony Cragg

• Chin Kwai Yoong

RemunerationCommittee This Committee is primarily responsible for reviewing and

recommending the appropriate level of remuneration for the Non-

Executive Directors, Executive Deputy Chairman and Chief Executive

Officer. In respect of the financial year ended 31 January 2008,

the Committee has evaluated the performance of the Executive

Deputy Chairman and Chief Executive Officer based on agreed

performance targets set by the Board and made recommendations

on their performance bonuses for the Board’s approval.

Members of the Remuneration Committee, all of whom are

independent Non-Executive Directors, are:-

• Chin Kwai Yoong (Chairman) who was appointed on 1 March

2007

• Dato’ Mohamed Khadar Merican

OptionCommittee This Committee is primarily responsible for administering the

Company’s 2003 Employee Share Option Scheme and 2003

Management Share Incentive Scheme in accordance with the

approved bye-laws and regulations, including selection of eligible

employees and option allocations. It also reviews the guidelines

and bye-laws relating to the schemes and advises the Board

accordingly.

Based on the recommendation of the Option Committee, the Board

had during the financial year under review approved the vesting

of a substantial number of share options pursuant to the 2003

Management Share Incentive Scheme to senior management

personnel in accordance with the overall performance of the

Company against the performance targets set by the Board.

The Option Committee also reviewed and made the necessary

recommendations to the Board for approval of the quarterly grant

of share options pursuant to the 2003 Employee Share Option

Scheme. The allocation of options to eligible employees to ensure

compliance with the bye-laws of the 2003 Employee Share Option

Scheme was also reviewed by the Audit Committee in accordance

with the Listing Requirements.

Members of the Option Committee are:-

• Dato’ Mohamed Khadar Merican (Chairman)

• Ralph Marshall

• Chin Kwai Yoong

1.6 Directors’Remuneration RemunerationPolicy The Board believes that remuneration should be sufficient to

attract, retain, motivate and incentivise Directors of the necessary

calibre, expertise and experience to lead the Group. In line with

this philosophy, remuneration for the Executive Director is aligned

to individual and corporate performance based on agreed key

performance indicators set by the Board. For Non-Executive

Directors, the level of remuneration reflects the experience and

level of responsibilities shouldered by the respective Directors.

The Remuneration Committee recommends the policy framework

and is responsible for assessing the compensation package for the

Executive Deputy Chairman as well as the Chief Executive Officer.

The remuneration of the Executive Deputy Chairman and Chief

Executive Officer consists of salary, bonus, benefits-in-kind and

share options respectively. The Company also contributes to the

employee provident fund for the Executive Deputy Chairman.



Remuneration for Non-Executive Directors is determined by

the Board as a whole. Individual directors do not participate in

determining their own remuneration package. The Board, subject

to a maximum sum as authorised by the Company’s shareholders,

determines fees payable to Non-Executive Directors. Non-

Executive Directors are also entitled to meeting allowances and

reimbursement of expenses incurred in the course of their duties

as Directors. Non-Executive Directors are not entitled to share

options in the Company.

ElementsofRemunerationofExecutiveDirector The Executive Director, Ralph Marshall’s remuneration package is

based on the following elements:

• Monthly executive stipend

• Annual discretionary cash incentive and share options as

recommended by the Remuneration Committee and approved

by the Board

• Defined contribution plan, benefits in kind and other

allowances

• A fully maintained company car and driver, medical coverage

for the Executive Director and his family, and social club

memberships

• A one-off contract renewal fee

Under the Executive Director’s service contract, the term of office is

fixed for 3 years, up to 2009, subject to renewal, with a contractual

notice of termination of not less than 12 months. There are no

express contractual terms providing for compensation in the event

of early termination of his appointment.

ElementsofRemunerationofNon-ExecutiveDirectors The remuneration structure is as follows:

• Fees for duties as Directors and additional fees for undertaking

responsibilities as Chairman or member of Board Committees

• Meeting allowances

The Chairman of the Board is entitled to a fixed car allowance and

the services of a driver.

Details of Directors’ remuneration for the financial year ended

31 January 2008 are set out below:


AggregateRemuneration

Fees(RM’000)

OtherEmoluments*

(RM’000)ShareBased

Payment(RM’000)DefinedContribution

Plan(RM’000)Total

(RM’000)

Non-Executive

Dato’ Haji Badri Haji Masri 160 208 n/a n/a 368

Dato’ Mohamed Khadar Merican 119 43 n/a n/a 162

Bernard Anthony Cragg 414 65 n/a n/a 479

Chin Kwai Yoong 119 47 n/a n/a 166

Fees(RM’000)

SalaryandEmoluments**

(RM’000)ShareBased

Payment(RM’000)DefinedContribution

Plan(RM’000)Total

(RM’000)

Executive

Ralph Marshall n/a 2,516 384 353 3,253

Total 812 2,879 384 353 4,428

* Inclusive of allowances and/or benefits in kind.

** Inclusive of salary, bonus and benefits in kind.


AnalysisofRemuneration

RangeofRemunerationNo.ofDirectors

Executive Non-Executive

RM150,001 – RM200,000 - 2

RM350,001 – RM400,000 - 1

RM450,001 – RM500,000 - 1

RM3,250,001 – RM3,300,000 1 -

2. SHAREHOLDERSAND INVESTORS

2.1 CommunicationwithShareholdersandInvestorRelations The Board is committed to providing investors accurate, useful and

timely information about the Group, its businesses and its activities.

The Group regularly communicates with the investor community

in conformity with disclosure requirements. The Chairman and

Executive Deputy Chairman of the Board are representatives of

major shareholders and constant communication between them

and the rest of the Board ensures that views of these major

shareholders are known and understood. The Board believes that

clear and consistent communication with investors encourages

a better appreciation of the Company’s business and activities,

reduces share price volatility, and allows the Company’s business

and prospects to be evaluated properly.

To this end, the Board obtains regular feedback from key senior

management and the investor relations team who dialogue with

institutional investors on an ongoing basis throughout the year.

These dialogues include telephone conferences with analysts and

fund managers after the announcement of the Group’s quarterly

financial results and participation in non-deal road shows and key

investor conferences overseas. Pertinent information on the Group

is also available on the Company’s website at www.astroplc.com

and in the Annual Report.

The Group maintains strict confidentiality and employs best efforts

to ensure that no disclosure of material information is made on

a selective basis to any individuals unless such information has

previously been fully disclosed and announced to the relevant

regulatory authorities. With this philosophy in mind, the Board

views the AGM as the primary forum to communicate with

shareholders. The Company will convene its fifth AGM on 24 July

2008 during which shareholders will have the opportunity to direct

their questions to the Board. The Board encourages other channels

of communication with shareholders. For this purpose, the Board

has identified Dato’ Mohamed Khadar Merican as the Senior

Independent Director to whom queries or concerns regarding the

Group may be conveyed. Dato’ Mohamed Khadar Merican can be

contacted via the following channels:

Post : Dato’ Mohamed Khadar Merican

c/o Corporate Secretarial Department

3rd Floor, All Asia Broadcast Centre

Technology Park Malaysia

Lebuhraya Puchong-Sungai Besi

57000 Kuala Lumpur

Fax : (603) 9543-6877

E-mail : [email protected]

Investors may also direct their queries to:

Carolyn Lim, Senior Manager, Investor Relations

Tel : (603) 9543-6688

Fax : (603) 9543-6877

Email : [email protected]


3. ACCOUNTABILITYANDAUDIT

3.1 FinancialReporting The Board is responsible for presenting a clear, balanced and

comprehensive assessment of the Group’s financial position,

performance and prospects each time it releases its quarterly

and annual financial statements to its shareholders. The Board is

responsible for ensuring that the financial statements give a true

and fair view of the results of operations and the financial state of

affairs of the Group.

The financial statements of the Group and Company are required

to be prepared in compliance with International Financial Reporting

Standards. The Statement of Directors’ Responsibilities is set out

on Page 55 of this Annual Report.

3.2 InternalControl The Statement on Internal Control provides an overview of the state

of internal controls within the Group and is set out on Pages 48 to

49 of this Annual Report.

3.3 RelationshipwiththeAuditors The Audit Committee’s role with respect to internal and external

auditors is described in the Audit Committee Report set out on

Pages 46 to 47 of this Annual Report.


Audit Committee Report

The Board is pleased to present the Report of the Audit Committee

(“Committee”) for the financial year ended 31 January 2008 in

accordance with Paragraph 15.16 of the Listing Requirements.

The Committee reviews and monitors the integrity of the Group’s

financial reporting process, in addition to reviewing the Group’s risk

management process and system of internal controls. It also reviews

the Group’s audit process, compliance with legal and regulatory

requirements, code of business conduct and any other matters that are

specifically delegated by the Board.

1. TERMSOFREFERENCE

The Committee is duly authorised by the Board to:

• review the Group’s significant accounting policies

• investigate any activities within its charter

• seek any information that it requires from any employee of the

Group and to be provided with full and unrestricted access to

such information

• maintain direct communication channels with the external and

internal auditors

• obtain external legal or independent professional advice if

necessary

• have access to the Group’s resources, at the Group’s

expense

• convene meetings with the internal and external auditors

without the executive members of the Committee, if

necessary

• recommend steps or proposed courses of action, where

required, to the Board on matters arising from the discharge

of the Committee’s duties and responsibilities

2. COMPOSITIONANDMEETINGS

The Committee comprises three Board members, all of whom

fulfill the qualifying criteria prescribed by the Listing Requirements

of Bursa Securities. Members of the Committee including its

Chairman are appointed by the Board on the recommendation

of the Nomination and Corporate Governance Committee. In

accordance with the Committee’s Charter, each member of the

Committee may serve for a period of up to three years, extendable

by no more than two additional three-year periods, so long as the

members continue to be independent.

The Committee is chaired by Bernard Anthony Cragg and current

members comprise Dato’ Mohamed Khadar Merican and Chin Kwai

Yoong, all of whom are independent Non-Executive Directors.

The Committee met five times during the financial year. Details

of members and their attendance at meetings are included on

page 42. The Group’s external auditors, senior members of the

Corporate Assurance Division (internal audit) and certain designated

members of senior management also attended the meetings at the

invitation of the Committee. The Company Secretary acts as the

Secretary of the Committee.

The Committee also met with the external auditors twice and

Corporate Assurance once in separate sessions during the

financial year without the presence of management. In addition,

the Committee members either collectively or individually met with

the external auditors and Corporate Assurance during the financial

year.

3. SUMMARYOFACTIVITIES

During the financial year ended 31 January 2008, the Committee

reviewed the statutory financial statements, quarterly financial

reports and any other related formal financial statements and

announcements of the Group for quality of disclosure and

discussed significant issues to ensure that compliance with

applicable approved accounting standards and legal requirements

were met. The Committee also reviewed the external auditors’

report on the Group’s statutory financial statements and quarterly

financial reports prior to making a recommendation to the Board

for approval and public release thereof.

The Committee had also performed an assessment of the external

auditors’ independence, objectivity and effectiveness, including

taking into consideration the provision of non-audit services by the

external auditors before recommending their re-appointment and

remuneration. The Group has a policy on the provision of audit and

non-audit services by the external auditors, the general principle

being that the audit firm should not be requested to perform non-

audit services that may impair the objectivity and independence

of the audit firm. An analysis of the audit and non-audit services

including the fees incurred is provided by the external auditors

and reviewed by the Audit Committee on a quarterly basis. The

Audit Committee has discussed the matter of audit independence

with the external auditors and is satisfied that the independence

of the audit firm is not impaired by the provision of the non-audit

services. The Audit Committee has also received and reviewed

written confirmation from the external auditors that they continue

to be independent and objective within the meaning of applicable

Malaysian and United Kingdom regulatory and professional

requirements.


AudIT COmmITTEE REpORT

The Committee verified the allocation of options to eligible

employees to ensure compliance with the bye-laws of the 2003

Employee Share Option Scheme during the financial year under

review. The Committee also reviewed the adequacy of its charter,

taking into account changes to the applicable laws, regulations,

auditing principles and best practices, as well as conducted

an ongoing self-assessment of its effectiveness in meeting its

responsibilities on a quarterly basis.

The Chairman of the Committee reports regularly to the Board

on the activities of the Committee. In addition to those described

above, other activities included:

FinancialReportingandCompliance• Review of matters relating to the accounting, auditing, financial

reporting practices and procedures of the Group.

RelatedPartyTransactions• Review any related party transactions entered into by the Group

to ensure that the transactions have been conducted on the

Group’s normal commercial terms and that the internal control

procedures relating to such transactions are sufficient.

RiskManagementandInternalControl• Review the enterprise risk management process implemented

by the Group and results of the process to facilitate the

identification, evaluation, monitoring and management of

risks.

• Review adequacy of the Group’s internal operational processes

to identify key organisational risks and the systems in place to

monitor and manage these risks.

• Review adequacy of the Group’s policies and procedures

relating to internal control, financial, auditing and accounting

matters such that it complies with our business practices.

InternalAudit• Review adequacy of the Corporate Assurance Charter and

effectiveness of Corporate Assurance.

• Review the plan, scope of the Corporate Assurance function

including the authority, impartiality, proficiency and adequacy

of competency and resources to carry out its function.

• Review results of its reports, findings and recommendations

and action taken on the recommendations.

• Review effectiveness and performance of audit staff and

approve appointment or termination of senior staff.

• Review the results of the external assessment performed on

the Corporate Assurance Division.

ExternalAudit• Nominate the firm to be retained as external auditors

after taking into consideration the terms of engagement,

independence of the firm and its remuneration for audit and

non-audit services.

• Review the external auditors’ audit plan, scope of annual audit

or other examinations including:

- the annual audit report and accompanying reports to

management.

- reports of their other examinations.

- assistance given by the Group and the Group’s employees

to the external auditors.

OtherResponsibilities• Review the management quarterly report on new laws

and regulations, material litigation and enterprise risk

management.

4. CORPORATEASSURANCE

The Group has an internal audit function, known as Corporate

Assurance, to assist the Committee in evaluating and improving

the effectiveness of risk management, control and governance

processes through a systematic and disciplined approach. The

Head of Corporate Assurance reports directly to the Chairman of

the Committee.

Corporate Assurance performs a variety of reviews such as

financial, operational and information systems audits. Other reviews

are also performed to ensure that the Group’s resources are

utilised effectively and efficiently. Additionally, Corporate Assurance

ensures that the Group’s activities comply with the relevant laws

and regulations, and that its interests in business transactions are

protected and assets safeguarded.

Corporate Assurance adopts a risk-based methodology in

planning and conducting audits by focusing on key risks auditable

areas. This approach is consistent with the Group’s established

framework for designing, implementing and monitoring of

its control systems. Corporate Assurance works closely with

the Enterprise Risk Management Division to monitor the risk

governance framework and the risk management processes of

the Group to ensure their effectiveness. Corporate Assurance also

undertakes special reviews such as governance enhancement,

systems implementation controls as well as approval procedures

for related party transactions.


Statement on Internal Control

The Board however, does not regularly review the internal control

systems of its associated companies as it does not have control over

their operations. The Company’s interests are safeguarded through

representations on the boards of the associated companies and receipt

of management accounts. These representations and reviews also

provide the Board with information to assess the performance of the

Group’s investments.

This Statement, prepared in accordance with paragraph 15.27(b) of

the Listing Requirements of Bursa Securities has been approved by

the Board and reviewed by the external auditors as required under

paragraph 15.24. The external auditors’ review was performed in

accordance with Recommended Practice Guide 5 (“RPG 5”) issued

by the Malaysian Institute of Accountants. Based on their review, the

external auditors have reported to the Board that nothing has come

to their attention that causes them to believe that this Statement is

inconsistent with their understanding of the process the Board has

adopted in the review of the adequacy and integrity of the internal

control of the Group. RPG 5 does not require the external auditors to

and they did not consider whether this Statement covers all risks and

controls, or to form an opinion on the effectiveness of the Group’s risk

and control procedures.

1. RISKMANAGEMENT

Your Board is committed to and supports the implementation of

Enterprise Risk Management (“ERM”) as an integral part of the

Group’s practices, planning and business processes, where the

identification and mitigation of risk at all levels, from strategic to

operations, is an ongoing activity. The Board is assisted by the

Group’s Enterprise Risk Management Committee (“ERMC”), which

is chaired by the Company’s Chief Executive Officer and comprises

senior management from each business unit. The ERMC meets

on a quarterly basis to deliberate on the risks identified, controls

and risk mitigation strategies which are thereafter tabled to and

reviewed by the Audit Committee on a quarterly basis.

A list of the significant risk factors faced by the Group and mitigating

measures taken, is included in a separate section of this report on

page 23.

The ERM activities undertaken by the ERM Division on an ongoing

basis include facilitating the development of risk profiles for the

Group’s key initiatives, and providing quarterly updates on and

Your Board recognises that risk management is an integral part of the Group’s business operations and has

implemented a formal and ongoing process for identifying, evaluating, monitoring and managing the significant risks

of failure in accordance with the guidance prescribed in the Malaysian Code on Corporate Governance. The Board of

Directors is responsible for the Group’s system of internal controls and risk management and for reviewing its adequacy

and integrity in order to safeguard shareholders’ investment and the Company’s assets. These systems are designed

to manage, rather than eliminate the risk of failure in achieving the Group’s business objectives and to provide

reasonable, but not absolute, assurance against material misstatement or loss.


STATEmENT ON INTERNAL CONTROL

consolidating the business units’ risk profiles into the Group

risk profile. The risks and controls identified are independently

validated by the Corporate Assurance function as part of their

ongoing reviews. The ERM Division also conducts risk awareness

sessions across the Group to sustain risk awareness and a risk

management culture.

2. CONTROLENVIRONMENT

Your Board is committed to maintaining a sound internal control

structure that includes a process of continuous monitoring and

review of the effectiveness of the control activities, to govern the

manner in which the Group and its staff conduct themselves. Some

of the key elements of the internal control structure and processes

include:

• Organisational structure

The roles and responsibilities of the Board, Board Committees

and management are clearly defined to ensure proper

identification of accountability and segregation of duties to

promote effective and independent stewardship in the best

interests of shareholders. In particular, the Audit Committee

comprising wholly of independent non-executive directors is

responsible for reviewing the integrity of the Group’s financial

reporting process, risk management process and control

systems.

• Limits of delegated authority

These specify the levels of authority delegated to authorised

management for capital commitment and operational

expenditure on behalf of the Group. The limits are reviewed

and updated regularly to reflect business, operational and

structural changes.

• Documented policies and procedures

Policies and procedures relating to finance, human resource

and information systems have been established for operating

units within the Group. Accounting systems and financial

processes are governed by the Group Finance Manual.

In addition, key business units within the Group provide a

quarterly statement confirming compliance to the Group’s

established policies and procedures.

• Detailed budget process

The Board is responsible for approving the consolidated Group

budget on a yearly basis upon reviewing the budget for each

business within the Group. As part of the budget process,

performance indicators have been established for each and

every business unit. Performance is monitored regularly and

a reporting system highlights significant variances against

budgets for investigation and follow-up by management of

the respective businesses. Monthly financial and operational

reports are provided to the Board with key statistics publicly

disclosed to shareholders every quarter.

• Code of Business Ethics

A formal code emphasising the Group’s corporate values,

ethical behaviour and the manner in which staff, vendors and

suppliers should conduct themselves has been issued and

acknowledged by all Directors and staff.

• Management Assurance functions

Management assurance functions such as Revenue Assurance

and Programme Management Office have been established

for key business units. The revenue assurance function

provides an end-to-end process to verify the completeness,

accuracy and integrity of the capturing, recording, billing,

collection and reporting of key revenue producing events

and transactions through a continuous process of detecting,

quantifying, monitoring and reporting revenue leakages. The

Programme Management Office on the other hand ensures

that project timelines, budgets and deliverables are adequately

monitored and conforms to established guidelines, policies

and procedures.

• The Corporate Assurance function

Reporting to the Audit Committee, Corporate Assurance

provides objective and independent assurance on the

effectiveness of the control environment and risk management

systems. Its activities are governed by a strategic review plan

that is reviewed by management and approved by the Audit

Committee. Subsequent revisions to the plan arising from

changes to the Group’s operations and priorities are reported

to the Audit Committee for approval.

3. CONCLUSION

Your Board is pleased to report that there were no significant

internal control deficiencies or weaknesses that resulted in material

losses or contingencies to the Group for the financial year under

review.

Directors’ Report and

Audited Statutory

Financial Statements



Directors’ Report 52

Statement of Directors’ Responsibilities 55

Independent Auditors’ Report 56

Consolidated Income Statement 57

Consolidated Balance Sheet 58

Consolidated Cash Flow Statement 59

Consolidated Statement of Changes in Equity 60

Notes to the Consolidated Financial Statements 62

Company Financial Statements 112

Statutory Declaration 125


Directors’ Report

The Directors present their report to the members together with the audited financial statements of the

Group and Company for the financial year ended 31 January 2008.

PrinciPal activities

The principal activities of the Company are investment holding and provision of management services.

The Group is primarily engaged in the provision of Direct-to-Home subscription television services, radio

broadcasting services, film library licensing, multi-media interactive services, television content creation,

aggregation and distribution and investment holding. Further details of the principal activities of the

subsidiaries are set out in Note 36 to the financial statements. There was no significant change in the

nature of these activities of the Group and the Company during the financial year.

The Company and its subsidiaries are collectively referred to as the Group.

review Of results Group

2008 2007 RM’000 RM’000

(Loss)/Profit attributable to equity holders of the Company (6,158) 160,428

Loss attributable to minority interests (5,712) (9,168)

(Loss)/Profit for the year (11,870) 151,260

Business review

The Companies Act 1985 requires the Company to set out in this report a fair review of the business of

the Group during the financial year ended 31 January 2008, including an analysis of the position of the

Group at the end of the financial year, and a description of the principal risks and uncertainties facing the

Group. This information is disclosed in the following sections of the Annual Report.

• Letter to Shareholders

• Business and Financial Review

• Risk Factors

financial instruments

Details of the Group’s use of financial instruments, together with information on the risk management

objectives and policies, are disclosed in Note 3 to the financial statements.

DiviDenDs

During the financial year the following dividends were paid: RM’000

In respect of the financial year ended 31 January 2007:

– Second interim tax exempt dividend of 2.0 sen per share, paid on 27 April 2007 38,669

– Final tax exempt dividend of 3.0 sen per share, paid on 30 August 2007 58,021

In respect of the financial year ended 31 January 2008:

– First interim tax exempt dividend of 2.0 sen per share, paid on 11 October 2007 38,680

– Second interim tax exempt dividend of 3.0 sen per share, paid on 14 January 2008 58,021

193,391

A third interim dividend of 3.0 sen per share consisting of gross dividend of 2.7 sen per share less 25%

Malaysian income tax and tax exempt dividend of 0.3 sen per share amounting to RM44,966,000 in

respect of the financial year ended 31 January 2008 was declared and is payable on 24 April 2008.

The Directors also recommend a final tax exempt dividend payment of 2.0 sen per share estimated at

RM38,681,000 in respect of the financial year ended 31 January 2008 subject to the approval of the

Company’s shareholders at the forthcoming Annual General Meeting. The final tax exempt dividend will be

paid on a date to be determined.

reserves anD PrOvisiOns

All material transfers to or from reserves or provisions are presented in the financial statements.

share caPital

Details of movements in share capital are disclosed in Note 26 to the financial statements.

cOrPOrate GOvernance

Details concerning the Company’s arrangements relating to corporate governance are disclosed in the

Corporate Governance Statement in the Annual Report.


DirectOrs

The Directors who have held office at any time during the financial year are:

Dato’ Haji Badri bin Haji Masri Chairman and Non-Executive Director

Augustus Ralph Marshall Executive Deputy Chairman

Dato’ Mohamed Khadar bin Merican Independent Director

Bernard Anthony Cragg Independent Director

Chin Kwai Yoong Independent Director

In accordance with the Company’s Articles of Association, Augustus Ralph Marshall and Dato’ Mohamed

Khadar bin Merican retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer

themselves for re-appointment.

DirectOrs interest

The details of holdings in the shares of the Company by the Directors in office as at 31 January 2008

were as follows:

Numberofordinarysharesof10peach

Asat Asat 1.2.2007 Acquired Disposed 31.1.2008

Directinterest

Augustus Ralph Marshall 1,000,000 – – 1,000,000(1)

Dato’ Mohamed Khadar bin Merican 250,000 – – 250,000(1)

Indirectinterest

Dato’ Haji Badri bin Haji Masri 177,946,535 – – 177,946,535(2)(3)

(1) Held through a nominee.(2) Deemed to have an interest over 500,000 ordinary shares of 10p each in the Company (“Shares”)

held by Ratna Pelangi Sdn. Bhd. (“RPSB”) by virtue of his 99% direct equity interest in RPSB.(3) Deemed to have an interest over 177,446,535 Shares in which Harapan Terus Sdn. Bhd. (“HTSB”)

has an interest by virtue of his 25% direct equity interest in HTSB. HTSB is deemed to have an

interest in all the Shares in which Berkat Nusantara Sdn. Bhd., Nusantara Cempaka Sdn. Bhd.,

Nusantara Delima Sdn. Bhd., Mujur Nusantara Sdn. Bhd., Gerak Nusantara Sdn. Bhd. and Sanjung

Nusantara Sdn. Bhd. (collectively “HTSB Subsidiaries”) have an interest by virtue of HTSB being

entitled to control the exercise of 100% of the votes attached to the voting shares in the immediate

holding companies of each of HTSB Subsidiaries. HTSB Subsidiaries hold the Shares under

discretionary trusts for Bumiputera objects. As such, he does not have any economic interest

over these Shares since such interest is held subject to the terms of the discretionary trusts for

Bumiputera objects.

2003EmployeeShareOptionScheme(“ESOS”)and2003ManagementShareIncentiveScheme(“MSIS”)

EmployeeShareOptionScheme

The Company’s ESOS and MSIS came into effect on 22 October 2003 for a period of 10 years. These

Schemes are governed by the 2003 Bye-Laws, which were approved by the Board of Directors and

Shareholders of the Company on 29 September 2003.

The principal features of ESOS and MSIS are summarised in Note 27 to the financial statements.

Details of options over ordinary shares of the Company held by a Director of the Company are set out

below:

Numberofoptionsoverordinarysharesof10peach

Asat Asat 1.2.2007 Granted Forfeited 31.1.2008

ESOSAugustus Ralph Marshall 2,970,800 1,477,800 – 4,448,600

MSISAugustus Ralph Marshall 1,500,000 – 150,000 1,350,000

Other than as disclosed above, according to the register of Directors’ shareholdings, the Directors in office

at the end of the financial year did not hold any interest in shares and options over ordinary shares in the

Company or shares and options over ordinary shares of its related corporations during the financial year.

Otherinterests

The Company maintains third party indemnity and liability insurance for its Directors and Officers against

any financial consequence of actions which may be brought against them by third parties for acts or

omissions in the course of the performance of their duties.

DIRECTORS’ REpORT


POlicy anD Practice On Payment Of creDitOrs

As an investment holding company and management services provider, the Company does not have any

trading relationships with suppliers. However, its operating subsidiaries pay their suppliers in accordance

with the relevant contractual and legal obligations, provided the terms and conditions are met by the

suppliers.

The credit terms are disclosed in Note 24 to the financial statements.

siGnificant POst Balance sheet events

There were no significant post balance sheet events as at 23 April 2008, except as disclosed in Notes 16

(b) and 25 (d) to the financial statements.

uniteD KinGDOm accOuntinG PrOnOuncement

The financial statements of the Group and Company have been prepared in accordance with International

Financial Reporting Standards (“IFRSs”) as adopted by the European Union issued by the International

Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting

Interpretations Committee (“IFRIC”) of the IASB and with those parts of the United Kingdom Companies

Act 1985 applicable to Companies reporting under IFRS.

In addition to complying with IFRSs as adopted by the European Union, the consolidated financial

statements also comply with the IFRSs as issued by the International Accounting Standards Board.

auDitOrs anD DisclOsure Of infOrmatiOn tO auDitOrs

The Auditors, PricewaterhouseCoopers LLP, have expressed their willingness to continue in office.

A resolution for their re-appointment as Auditors of the Company will be proposed at the forthcoming

Annual General Meeting.

In accordance with the provision of Section 2342A of the Companies Act 1985, each of the Directors in

office at the date of approval of this report has confirmed that:

• So far as he is aware, there is no relevant audit information (as defined in the Companies Act 1985) of

which the Company’s Auditors are unaware; and

• He has taken all the steps that he ought to have taken as a Director to make himself aware of any

relevant audit information and to establish that the Auditors are aware of that information.

Approved by the Board of Directors on 23 April 2008 and signed on its behalf by

DATO’HAJIBADRIBINHAJIMASRI AUGUSTUSRALPHMARSHALLDIRECTOR DIRECTOR

Kuala Lumpur

DIRECTORS’ REpORT


The Directors are responsible for preparing the Annual Report and financial statements in accordance with applicable laws and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the Group and Parent Company financial statements in accordance with International

Financial Reporting Standards (IFRSs) as adopted by the European Union. In preparing these financial statements, the Directors have also elected to comply with IFRSs, issued by the International Accounting Standards

Board (IASB). The financial statements are required by law to give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group and Company for that period.

In preparing those financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• state that the financial statements comply with IFRSs as adopted by the European Union and IFRSs issued by IASB; and

• prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Group and Company will continue in business, in which case there should be supporting assumptions or

qualifications as necessary.

The Directors confirm that they have complied with the above requirements in preparing the financial statements.

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Group and Company and to enable them to ensure that the financial

statements comply with the United Kingdom Companies Act 1985. They are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection

of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination

of financial statements may differ from legislation in other jurisdictions.

Statement of Directors’ Responsibilities


We have audited the Group and Parent Company financial statements (the ‘’financial statements’’) of ASTRO ALL ASIA NETWORKS plc for the financial year ended 31 January 2008 which comprise the Consolidated and Company Income Statements, the Consolidated and Company Balance Sheets, the Consolidated and Company Cash Flow Statements, the Consolidated and Company Statements of Change in Shareholders’ Equity and the related notes. These financial statements have been prepared under the accounting policies set out therein.

resPective resPOnsiBilities Of DirectOrs anD auDitOrs

The Directors’ responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union are set out in the Statement of Directors’ Responsibilities.

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). This report, including the opinion, has been prepared for and only for the Company’s members as a body in accordance with Section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

We report to you our opinion as to whether the financial statements give a true and fair view and have been properly prepared in accordance with the Companies Act 1985. We also report to you whether in our opinion the information given in the Directors’ Report is consistent with the financial statements. The information given in the Directors’ Report includes that specific information presented in the Letter to Shareholders, Business and Financial Review and Risk Factors that is cross referred from the Business Review of Results section of the Directors’ Report.

In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors’ remuneration and other transactions is not disclosed.

We read other information contained in the Annual Report and consider whether it is consistent with the audited financial statements. The other information comprises only the Directors’ Report, Letter to Shareholders and, Business and Financial Review and Risk Factors. We consider the implications for our

report if we become aware of any apparent misstatements or material inconsistencies with the financial

statements. Our responsibilities do not extend to any other information.

Independent Auditors’ Reportto the members of ASTRO ALL ASIA NETWORKS plc

Basis Of auDit OPiniOn

We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued

by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to

the amounts and disclosures in the financial statements. It also includes an assessment of the significant

estimates and judgments made by the directors in the preparation of the financial statements, and of

whether the accounting policies are appropriate to the Group’s and Company’s circumstances, consistently

applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we

considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the

financial statements are free from material misstatement, whether caused by fraud or other irregularity or

error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in

the financial statements.

OPiniOn

In our opinion:

• the financial statements give a true and fair view, in accordance with IFRSs as adopted by the

European Union, of the state of the Group’s and the Parent Company’s affairs as at 31 January 2008

and of the Group’s loss and the Parent Company’s profit and the Group’s and the Parent Company’s

cash flows for the year then ended;

• the financial statements have been properly prepared in accordance with the Companies Act 1985;

and

• the information given in the Directors’ Report is consistent with the financial statements.

PricewaterhouseCoopersLLPChartered Accountants and Registered Auditors

London

23 April 2008


Note 2008 2007 RM’000 RM’000

Revenue 6 2,601,698 2,224,302

Cost of sales (1,532,470) (1,266,089)

Grossprofit 1,069,228 958,213

Other operating income 15,024 12,468

Marketing and distribution costs (253,309) (185,580)

Administrative expenses (402,196) (362,184)

428,747 422,917

Costs to provide services to PTDV and expenses incurred

in developing a DTH business proposal in Indonesia 16 (134,993) –

Write-off of assets and balances arising from

the investment in PTDV 16 (92,415) –

Profitfromoperations 201,339 422,917

Finance income (net) 10 31,023 17,519

Share of post tax results from investments

accounted for using the equity method (95,731) (160,025)

Profitbeforetaxation 136,631 280,411

Taxation 11 (148,501) (129,151)

(Loss)/Profitfortheyear (11,870) 151,260

Attributable to:

Equity holders of the Company (6,158) 160,428

Minority interests 30 (5,712) (9,168)

(11,870) 151,260

Earnings per share (in sen) 13

– Basic (0.32) 8.32

– Diluted N/A 8.29

Consolidated Income Statementfor the financial year ended 31 January 2008

Customer Acquisition Costs (“CAC”) analysed as follows:

2008 2007 RM’000 RM’000

Set top box costs – included in Cost of sales 230,301 197,442

Set top box revenue – included in Revenue (15,319) (19,107)

Set top box subsidies 214,982 178,335

Marketing and distribution costs 138,271 95,559

CAC 353,253 273,894

Gross profit as per above 1,069,228 958,213

Set top box subsidies 214,982 178,335

Gross profit before set top box subsidies 1,284,210 1,136,548

The accompanying notes on pages 62 to 124 form part of the financial statements.


Note 2008 2007 RM’000 RM’000

NonCurrentAssets

Property, plant and equipment 15 1,025,265 312,755

Interest in investments accounted for using

the equity method 16 387,722 202,509

Deferred tax assets 17 255,957 395,693

Financial asset (other investment) 18 3,000 –

Intangible assets 19 452,737 457,549

2,124,681 1,368,506

CurrentAssets

Inventories 20 39,551 53,042

Receivables and prepayments 21 461,996 516,747

Derivative financial instruments 22 – 12,008

Tax recoverable 1,786 427

Cash and cash equivalents 23 986,831 1,075,665

1,490,164 1,657,889

CurrentLiabilities

Payables 24 1,022,772 932,087

Derivative financial instruments 22 140 –

Borrowings 25 21,619 28,309

Current tax liabilities 4,003 1,578

1,048,534 961,974

Net current assets 441,630 695,915

Consolidated Balance Sheetas at 31 January 2008

Note 2008 2007 RM’000 RM’000

Non-CurrentLiabilities

Payables 24 170,197 205,248

Deferred tax liabilities 17 10,727 11,788

Borrowings 25 764,952 –

945,876 217,036

1,620,435 1,847,385

Capitalandreservesattributableto equityholdersoftheCompany:

Share capital 26 1,200,049 1,199,194

Share premium 28 31,629 27,643

Merger reserve 29 518,446 518,446

Exchange reserve (71,757) (30,656)

Hedging reserve (140) 12,008

Other reserve 83,074 58,798

(Accumulated losses)/retained earnings (142,129) 56,430

1,619,172 1,841,863

Minorityinterests 30 1,263 5,522

Totalequity 1,620,435 1,847,385





Note 2008 2007 RM’000 RM’000

CashFlowsFromOperatingActivities

(Loss)/Profit for the financial year (11,870) 151,260

Adjustments for non-cash items 14 (a) 679,517 528,234

667,647 679,494

Changes in working capital

Film library and programme rights (278,888) (215,917)

Inventories 13,491 (7,255)

Receivables and prepayments (84,249) (44,448)

Payables 249,112 169,619

Cash generated from operations 567,113 581,493

Income tax paid (8,687) (3,436)

Interest received 36,172 32,584

Net cash flow from operating activities 594,598 610,641

CashFlowsFromInvestingActivities 14 (b) (624,378) (256,708)

CashFlowsFromFinancingActivities 14 (c) (57,525) (123,720)

Net effect of currency translation

on cash and cash equivalents (1,529) (2,659)

Consolidated Cash Flow Statementfor the financial year ended 31 January 2008

Note 2008 2007 RM’000 RM’000

Net(Decrease)/IncreaseInCashAnd CashEquivalents (88,834) 227,554

CashAndCashEquivalents AtBeginningOfFinancialYear 1,075,665 848,111

CashAndCashEquivalents AtEndOfFinancialYear 23 986,831 1,075,665



AttributabletoequityholdersoftheCompany

Non-distributable

Retained Note Share earnings capital Share Merger Exchange Hedging Other (accumulated) Minority Total (Note26) premium reserve reserve reserve reserve losses) Total interest equity RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 February 2007 1,199,194 27,643 518,446 (30,656) 12,008 58,798 56,430 1,841,863 5,522 1,847,385

Currency translation differences – – – (41,101) – – – (41,101) (9) (41,110)Cash flow hedge:

– fair value loss on hedging instrument – – – – (3,238) – – (3,238) – (3,238) – transfer to income statement – – – – (8,910) – – (8,910) – (8,910)

Net losses recognised directly in equity – – – (41,101) (12,148) – – (53,249) (9) (53,258)Loss for the year – – – – – – (6,158) (6,158) (5,712) (11,870)

Total recognised income and expenses – – – (41,101) (12,148) – (6,158) (59,407) (5,721) (65,128)Share options:

– proceeds from shares issued 855 3,986 – – – – – 4,841 – 4,841 – value of employee services – – – – – 25,266 – 25,266 – 25,266 – transfer upon exercise – – – – – (990) 990 – – –Dilution of equity interest in subsidiaries 30 – – – – – – – – 1,462 1,462Dividends 12 – – – – – – (193,391) (193,391) – (193,391)

At 31 January 2008 1,200,049 31,629 518,446 (71,757) (140) 83,074 (142,129) 1,619,172 1,263 1,620,435

Consolidated Statement of Changes in Equityfor the financial year ended 31 January 2008


AttributabletoequityholdersoftheCompany

Non-distributable

Retained Note Share earnings capital Share Merger Exchange Hedging Other (accumulated) Minority Total (Note26) premium reserve reserve reserve reserve losses) Total interest equity RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 February 2006 1,195,432 11,024 518,446 (6,037) 15,422 40,584 (2,801) 1,772,070 14,457 1,786,527

Currency translation differences – – – (24,619) – – – (24,619) – (24,619)

Cash flow hedge:

– fair value gain on hedging instrument – – – – 4,906 – – 4,906 – 4,906

– transfer to income statement – – – – (8,320) – – (8,320) – (8,320)

Net income recognised directly in equity – – – (24,619) (3,414) – – (28,033) – (28,033)

Profit for the year – – – – – – 160,428 160,428 (9,168) 151,260

Total recognised income and expense – – – (24,619) (3,414) – 160,428 132,395 (9,168) 123,227

Share options:

– proceeds from shares issued 3,762 16,619 – – – – – 20,381 – 20,381

– value of employee services – – – – – 23,060 – 23,060 – 23,060

– transfer upon exercise – – – – – (4,846) 4,846 – – –

Dilution of equity interest in a subsidiary 30 – – – – – – – – 233 233

Dividends 12 – – – – – – (106,043) (106,043) – (106,043)

At 31 January 2007 1,199,194 27,643 518,446 (30,656) 12,008 58,798 56,430 1,841,863 5,522 1,847,385

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the financial year ended 31 January 2008


1 General infOrmatiOn

The principal activities of the Company are investment holding and provision of management

services. The Group is primarily engaged in the provision of Direct-to-Home subscription television

services, radio broadcasting services, film library licensing, multi-media interactive services,

television content creation, aggregation and distribution and investment holding. Further details of

the principal activities of the subsidiaries are set out in Note 36 to the financial statements. There

was no significant change in the nature of these activities of the Group and the Company during the

financial year.

The Company is a limited liability company incorporated in England and Wales under the United

Kingdom Companies Act, 1985 and is registered as a foreign company in Malaysia under the

Malaysian Companies Act, 1965 and has tax resident status in Malaysia.

The address of the registered offices of the Company in England and Wales and Malaysia are as

follows:

– 10 Upper Bank Street

London, E14 5JJ

United Kingdom

– 3rd Floor, Administration Building

All Asia Broadcast Centre



Bukit Jalil

57000 Kuala Lumpur

Malaysia

The Company is listed on the Main Board of Bursa Malaysia Securities Berhad.

These consolidated financial statements have been approved for issue by the Board of Directors on

23 April 2008.

Notes to the Consolidated Financial Statements31 January 2008

2 summary Of siGnificant accOuntinG POlicies

The principal accounting policies adopted in the preparation of these consolidated and company

financial statements are set out below. These policies have been consistently applied to all the years

presented, unless otherwise stated.

A Basisofpreparation

The consolidated financial statements of the Group and the financial statements of the

Company have been prepared in accordance with International Financial Reporting Standards

(“IFRSs”) as adopted by the European Union issued by the International Accounting

Standards Board (“IASB”) and interpretations issued by the International Financial Reporting

Interpretations Committee (“IFRIC”) of the IASB and with those parts of the United Kingdom

Companies Act, 1985 applicable to Companies reporting under IFRS.

The financial statements have been prepared under the historical cost convention, except

where otherwise stated in the accounting policies below.

The preparation of financial statements in conformity with IFRS requires the use of certain

critical accounting estimates. It also requires Directors to exercise their judgement in the

process of applying the Group’s accounting policies. The areas involving a higher degree of

judgement or complexity, or areas where assumptions and estimates are significant to the

consolidated financial statements are disclosed in Note 4.

AdoptionofnewandrevisedIFRS

The Group has adopted all of the new and revised Standards and Interpretations issued by the

IASB and the IFRIC of the IASB that are effective and relevant to its operations. The adoption of

the following new standards, amendment and interpretations did not affect the Group results

of operations or financial position:

(a) Standards,amendmentandinterpretationseffectiveforthefinancialyear

IFRS 7, ‘Financial instruments: Disclosure’, and the complementary amendment to IAS 1,

‘Presentation of financial statements - Capital disclosures’, introduces new disclosures

relating to financial instruments and does not have any impact on the classification and

valuation of the group or Company’s financial instruments.


2 summary Of siGnificant accOuntinG POlicies (cOnt’D.)

A Basisofpreparation(Cont’d.)

AdoptionofnewandrevisedIFRS(Cont’d.)

(a) Standards, amendment and interpretations effective for the financial year(Cont’d.)

IFRIC 8, ‘Scope of IFRS 2’, requires consideration of transactions involving the issuance

of equity instruments, where the identifiable consideration received is less than the fair

value of the equity instruments issued in order to establish whether or not they fall within

the scope of IFRS 2. This standard does not have any impact on the Group or Company’s

financial statements.

IFRIC 9, Reassessment of embedded derivatives clarifies certain aspects of the

treatment of embedded derivatives under IAS 39 ‘Financial Instruments: Recognition and

Measurement’. IFRIC 9 prohibits reassessment of contracts for embedded derivatives

unless the cash flows resulting from the contract are changed significantly by a change

of the contract. This standard does not have any impact on the Group or Company’s


IFRIC 10, ‘Interim financial reporting and impairment’, prohibits the impairment losses

recognised in an interim period on goodwill and investments in equity instruments and in

financial assets carried at cost to be reversed at a subsequent balance sheet date. This

standard does not have any impact on the Group or Company’s financial statements.

(b) Standards,amendmentsandinterpretationseffectiveforthefinancialyearbutnotrelevant

• IFRIC 7, ‘Applying the restatement approach under IAS 29, Financial reporting in

hyper-inflationary economic’.


A Basisofpreparation(Cont’d.)

AdoptionofnewandrevisedIFRS(Cont’d.)

(c) Standards,amendmentsandinterpretationstoexistingstandardsthatarenotyeteffectiveandhavenotbeenearlyadoptedbytheGroupandCompany

The following standards, amendments and interpretations to existing standards have

been published and are mandatory for the Group’s and Company’s accounting periods

after 31 January 2008 but have not been early adopted:

• IFRS 8, ‘Operating segments’ (effective from 1 January 2009). The standard is still

subject to endorsement by the European Union. The Group will apply IFRS 8 from

1 February 2009, subject to endorsement by the EU;

• IFRIC 11, ‘IFRS 2-Group and treasury share transactions’ (effective from 1 March

2007);

• IFRIC 13, ‘Customer loyalty programmes’ (effective from 1 July 2008);

• IAS 23 (Amendment), ‘Borrowing costs’ (effective from 1 January 2009). The

amendment to the standard is still subject to endorsement by the European

Union. The Group will apply IAS 32 (Amended) from 1 February 2009, subject to

endorsement by the EU;

• Amendment to IFRS 2, ‘Share-based payment’ (effective from 1 January 2008);

• IFRS 3 (Revised), ‘Business combinations’ (effective from 1 July 2009);

• IAS 27 (Revised), ‘Consolidated and separate financial statements’ (effective from

1 July 2009); and

• IAS 1 (Revised), ‘Presentation of financial statements’ (effective from 1 January

2009).

The expected impact of the above standards, amendments and interpretations is being

assessed by the Group.

(d) Standards,amendmentsandinterpretationstoexistingstandardsthatarenotyeteffectiveandnotrelevanttotheGroupandCompany

• IFRIC 12, ‘Service concession arrangements’; and

• IFRIC 14, ‘IAS 19 – The limit on a defined benefit asset, minimum funding

requirements and their interaction’.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

31 January 2008



B Consolidation

Subsidiaries

Subsidiaries, which are those entities in which the Group has an interest of more than one half

of the voting rights or otherwise has power to govern the financial and operating policies, are

consolidated.

Subsidiaries are consolidated from the date on which control is transferred to the Group and

are no longer consolidated from the date that control ceases.

Under the purchase method of accounting, the cost of an acquisition is measured as the fair

value of the assets given up, 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 value at the acquisition date, irrespective of the extent of the

minority interest. The excess of the cost of acquisition over the fair value of the Group’s

share of the identifiable net assets of the subsidiary 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.

Intercompany transactions, balances and unrealised gains on transactions between group

companies are eliminated; unrealised losses are also eliminated unless cost cannot be

recovered.

Minority interest is measured at the minorities’ share of the post acquisition fair values of the

identifiable assets and liabilities of the invested entities. A debit balance of minority interest is

recognised to the extent that the Group does not have a commercial and legal obligation in

respect of the losses attributable to the minority interest.


B Consolidation(Cont’d.)

Associates

Associates are entities over which the Group generally has between 20% and 50% of the

voting rights, or over which the Group has significant influence over their operating and

financial policies, but over which it does not have control.

Investments in associates are accounted for using the equity method of accounting. Under this

method, the Group’s share of the post-acquisition profits or losses of associates is recognised

in the income statement and its share of post-acquisition movements in reserves is recognised

in reserves. The cumulative post-acquisition movements are adjusted against the cost of the

investment.

Unrealised gains on transactions between the Group and its associates are eliminated to the

extent of the Group’s interest in the associates; unrealised losses are also eliminated, unless

the transaction provides evidence of an impairment of the asset transferred.

The Group’s investment in associates includes goodwill (net of accumulated impairment) on

acquisition. When the Group’s share of losses in an associate equals or exceeds its interest

in the associate, the Group does not recognise further losses, unless the Group has incurred

obligations or amounts owing by the associate.

Dilution gains and losses arising in investments in associates are recognised in the income

statement.

JointlyControlledEntities

Jointly controlled entities are corporations, partnerships or other entities over which there is

contractually agreed sharing of control by the Group with one or more parties. The Group’s

interests in jointly controlled entities are accounted for using the equity method of accounting.


31 January 2008



B Consolidation(Cont’d.)

JointlyControlledEntities(Cont’d.)

Equity accounting involves recognising in the consolidated income statement the Group’s

share of the results of jointly controlled entities for the period. The Group’s investments in

jointly controlled entities are carried in the consolidated balance sheet at an amount that

reflects its share of the net assets of the jointly controlled entities and includes any long term

interests.

Unrealised gains on transactions between the Group and its jointly controlled entities are

eliminated to the extent of the Group’s interest in the jointly controlled entities. Unrealised

losses are also eliminated unless costs cannot be recovered.

The financial statements of certain associates and jointly controlled entities are made up to

different reporting dates from the Company. For the purpose of applying the equity method of

accounting, the financial statements of these companies for the respective financial year end

have been used, and appropriate adjustments have been made for the effects of significant

transactions between that date and at year end.

C Investments

At Company level, investments in subsidiaries, associates and jointly controlled entities

are shown at cost. Where an indication of impairment exists, the carrying amount of the

investment is assessed and written down immediately to its recoverable amount.

The investment in the Redeemable Convertible Preference Shares (“RCPS”) issued by a

subsidiary is carried at cost plus accretion of the expected yield from the investment.

D ForeignCurrencyTranslation

Functionalandpresentationcurrency

Items included in the financial statements of each of the Group’s entities are measured using

the currency of the primary economic environment in which the entity operates (“the functional

currency”). The consolidated financial statements are presented in Ringgit Malaysia (“RM”),

which is the Company’s functional and presentation currency.


D ForeignCurrencyTranslation(Cont’d.)

Transactionsandbalances

Foreign currency transactions are translated into RM using the exchange rates prevailing at

the dates of the transactions. Foreign exchange gains and losses resulting from the settlement

of such transactions and from the retranslation of monetary assets and liabilities denominated

in foreign currencies are recognised in the income statement, except when deferred in equity

as qualifying cash flow hedges and qualifying net investment hedges.

Foreignsubsidiaries

Income statements and cash flows of foreign subsidiaries are translated into RM at average

exchange rates for the financial year and their balance sheets are translated at the exchange

rates ruling at financial year end. Differences on exchange arising from the translation

of opening net assets of foreign subsidiaries denominated in foreign currency are taken to

exchange reserve together with the differences between the income statement translated at

average exchange rates for the financial year and exchange rates ruling at the financial year

end. Other exchange differences are taken to the income statement when they arise.

On consolidation, exchange differences arising from the translation of the net investment in

foreign entities, and of borrowings and other currency instruments designated as hedges of

such investments, are taken to shareholders’ equity. When a foreign operation is sold, such

exchange differences are recognised in the income statement as part of the gain or loss on

disposal.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as

assets and liabilities of foreign entity and translated at the closing rate.

E Property,PlantAndEquipment

Freehold land is not depreciated as it has an unlimited useful life. Property, plant and

equipment are stated at historical cost less accumulated depreciation. Historical cost includes

expenditure that is directly attributable to the acquisition of property, plant and equipment.

Depreciation is calculated on the straight-line method to write off the cost of each asset to

their residual values over their estimated useful lives.


31 January 2008



E Property,PlantAndEquipment(Cont’d.)

The estimated useful lives of the assets are as follows:

Buildings 40 years Satellite transponders 11.5 years Equipment, fixtures and fittings 4 – 10 years Broadcast and transmission equipment 3 – 10 years

No depreciation is calculated on assets under construction until the assets are completed and are ready for their intended use. Leased assets capitalised are depreciated over their estimated useful lives or lease period, whichever is shorter.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

At each balance sheet date, the Group assesses whether there is any indication of impairment. If such indications exist, an analysis is performed to assess whether the carrying amount of the asset is fully recoverable. A write down is made if the carrying amount exceeds the recoverable amounts. See policy Note G on impairment of assets.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount of the assets and are included in the income statement.

F IntangibleAssets

(a) Goodwill

Goodwill represents the excess of the cost of an acquisition of a subsidiary/associate/jointly controlled entity over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary/associate/jointly controlled entity at the date of acquisition. Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill on acquisition of investments accounted for using the equity method is included in the investments. Goodwill is not amortised, but is subject to an annual review for impairment and carried at cost less accumulated impairment losses. Any impairment is charged to the income statement as it arises. The calculation of the gains and losses on

the disposal take account of the carrying amount of goodwill relating to the entity sold.


F IntangibleAssets(Cont’d.)

(b) Filmlibrary

The Group’s film library comprises acquired films and films produced for the Group with

the primary intention to exploit the library through release and licensing of such films as

part of the Group’s long-term operations. The library is stated at cost less accumulated

amortisation.

Amortisation of the film library is on an individual title basis, based on the proportion

of the actual income earned during the period against the estimated ultimate revenue

expected to be earned over the revenue period, not exceeding twenty years. Estimated

ultimate revenue expected to be earned is reviewed periodically and additional

impairment losses are recognised if appropriate. Amortisation is included in cost of

sales.

(c) Programmerights

The programme rights comprise rights licensed from third parties and programmes

produced for the Group and production in progress with the primary intention to

broadcast in the normal course of the Group’s operating cycle. The rights are stated at

cost less accumulated amortisation.

The Group amortises programme rights based on an accelerated basis over the license

period or estimated useful life if shorter, from the date of first transmission, to match

the costs of consumption with the estimated benefits to be received. Amortisation is

included in cost of sales. The amortisation period is no more than five years.

The cost of programme rights for sports, current affairs, variety and light entertainment

is fully amortised on the date of first transmission.


31 January 2008



F IntangibleAssets(Cont’d.)

(d) Softwarecosts

Costs that are directly associated with identifiable and unique software products

controlled by the Group and that will probably generate economic benefits exceeding

costs beyond one year, are recognised as intangible assets. All other costs associated

with developing or maintaining computer software programmes are recognised as an

expense when incurred.

Expenditure which enhances or extends the performance of computer software

programmes beyond their original specifications is recognised as a capital improvement

and added to the original cost of the software. Computer software costs recognised

as assets are amortised using the straight-line method over their estimated useful

economic lives (3 - 10 years). Amortisation is included in cost of sales, administrative

expenses and marketing and distribution costs as appropriate.

(e) Remasteringcosts

Remastering costs comprise payments made in advance for the remastering of films.

The costs are transferred to film library and programme rights upon acceptance of

the related remastered films. Amortisation of remastering costs commences after the

transfer of the costs to film library and programme rights.

(f) Otherintangibleassets

Other intangible assets representing purchased legal rights are capitalised, where fair

value can be reliably measured. The costs of other intangible assets are amortised on a

straight-line basis over the estimated useful economic lives of the assets (not exceeding

20 years). Amortisation is included in administrative expenses.


G ImpairmentOfAssets

Assets that have an indefinite useful life are not subject to amortisation or depreciation and

are tested annually for impairment. Assets that are subject to amortisation or depreciation

are reviewed for impairment whenever events or changes in circumstances indicate that the

carrying amount may not be recoverable. An impairment loss is recognised for the amount by

which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount

is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of

assessing impairment, assets are grouped at the lowest levels for which there are separately

identifiable cash flows (cash-generating units).

An impairment loss is recognised immediately in the income statement as are any reversals of

impairment losses.

A reversal of impairment loss should be recognised in the income statement for assets carried

at cost and treated as a revaluation increase for assets carried at revalued amount.

H Leases

(a) Financeleases

Leases of property, plant and equipment where the Group has substantially all the risks

and rewards of ownership are classified as finance leases. Finance leases are capitalised

at the inception of the lease at the lower of the fair value of the leased property or the

present value of the minimum lease payments. The corresponding rental obligations, net

of finance charges, are included as liabilities. The obligations relating to finance leases,

net of finance charges in respect of future periods, are determined at the inception of

the lease and are included in borrowings. Each lease payment is allocated between the

liability and finance charges so as to achieve a constant periodic rate of interest over the

lease period.

The property, plant and equipment acquired under finance leases are depreciated over

the shorter of the estimated useful lives of the assets or the lease terms.


31 January 2008



H Leases(Cont’d.)

(b) Operatingleases

Leases where a significant portion of the risk and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the leases.

I TurnaroundChannelTransmissionRights

The cost of turnaround channels (programme provider fees), where the Group has immediate transmission rights is expensed as incurred.

J Inventories

Inventories which principally comprise set-top boxes and consumable items are stated at the lower of cost and net realisable value. Cost is determined based on the weighted average cost method. Net realisable value of the set-top boxes reflects the value to the business of the set-top boxes in the hands of the customer. The cost of set-top boxes is charged to cost of sales when the set-top boxes are delivered to the customer. Where appropriate, allowance is made for obsolete or slow-moving inventory based on management’s analysis of inventory levels and future sales forecasts.

K Receivables

Receivables are recognised initially at fair value and subsequently measured at cost, less provision for impairment. A provision for impairment of receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is recognised in the income statement.

The Group provides for the credit risk inherent in its receivables by monitoring the level of arrears and providing an appropriate level of bad debt allowance based on the amount and extent of arrears.

Bad debts are written off once it has been determined that the receivables cannot be recovered.


L CashAndCashEquivalents

Cash and cash equivalents are carried at the balance sheet at cost. Cash and cash equivalents

consist of cash in hand, cash at bank and deposits held at call with banks.

M ShareCapital

Classification

Ordinary shares and non-redeemable preference shares with discretionary dividends are

classified as equity.

Shareissuecosts

Incremental external costs directly attributable to the issue of new shares are shown in equity

as a deduction, net of tax, from proceeds.

Dividend

Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s

financial statements in the period in which the dividends are approved by the Company’s

shareholders or in the case of interim dividends, when the dividends are approved by the

Board of Directors.

N Borrowings

Borrowings are initially stated at the proceeds received, net of transaction costs and when

they relate to private debt securities, are stated net of discount. Borrowings are subsequently

stated at amortised cost using the effective yield method; any difference between the initial

carrying value and the redemption value is recognised in the income statement using the

effective yield method over the period of the borrowings.


31 January 2008



O CurrentAndDeferredTaxation

Current tax expense is determined according to the tax laws of each jurisdiction in which the

Group operates and include all taxes based upon the taxable profits. Deferred tax is provided

in full, using the liability method, on temporary differences arising between the tax base of

assets and liabilities and their carrying amounts in the financial statements. Currently enacted

tax rates are used in the determination of deferred tax. Deferred tax assets are recognised to

the extent that it is probable that future taxable profit will be available against which temporary

differences can be utilised.

Deferred tax is provided on temporary differences arising on investments in subsidiaries

and associates, except where the timing of the reversal of the temporary difference can be

controlled and it is probable that the temporary difference will not reverse in the foreseeable

future.

P EmployeeBenefits

(a) Shorttermemployeebenefits

Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits

are accrued in the period in which the associated services are rendered by the

employees of the Group.

(b) Definedcontributionplans

The Group pays contributions to publicly administered pension plans on a mandatory,

contractual or voluntary basis. Once the contributions have been paid, the Group has no

further payment obligation. The regular contributions are accounted for on an accruals

basis.


(c) Share-basedcompensation

The Group operates an equity-settled, share-based compensation plan. The fair value of

the employee services received in exchange for the grant of the options is recognised

as an expense. The total amount to be expensed over the vesting period is determined

by reference to the fair value of the options granted, excluding the impact of any non-

market vesting conditions. At each balance sheet date, the entity revises its estimates of

the number of options that are expected to become exercisable. It recognises the impact

of the revision of original estimates, if any, in the income statement, and a corresponding

adjustment to equity over the remaining vesting period.

The proceeds received net of any directly attributable transaction costs are credited to

share capital (nominal value) and share premium when the options are exercised.

(d) Terminationbenefits

Termination benefits may be paid whenever an employee’s employment is terminated

before the normal retirement date. The Group recognises termination benefits

when it is demonstrably committed to either terminate the employment of current

employees according to a detailed formal plan without possibility of withdrawal or to

provide termination benefits as a result of an invitation made to encourage voluntary

redundancy.

Q Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as

a result of past events, when it is more likely than not that an outflow of resources will be

required to settle the obligation, and when a reliable estimate of the amount can be made.


31 January 2008



R ContingentLiabilitiesAndAssets

Contingent liabilities are disclosed in the financial statements. A contingent liability is a

possible obligation that arises from past events whose existence will be confirmed by

uncertain future events beyond the control of the Group or a present obligation that is not

recognised because it is not probable that an outflow of resources will be required to settle the

obligation. A contingent liability also arises in the extremely rare circumstances where there is

a liability that cannot be recognised because it cannot be measured reliably.

A contingent asset is a possible asset that arises from past events whose existence will be

confirmed by uncertain future events beyond the control of the Group. The Group discloses

the existence of contingent assets where inflows of economic benefits are probable, but not

virtually certain.

S RevenueRecognition

Subscription fees derived from satellite television services are recognised as earned over the

period the services are provided.

Subscription fees received prior to services being provided are recognised as unearned

revenue.

Advertising revenues, derived from the placement of commercials on the satellite television

and radio networks and advertising revenues from sale of advertising space in magazines

are recognised in the period during which the commercials are aired and advertisements are

published respectively, net of advertising commissions.

Licensing income is recognised upon the delivery of master tapes and related materials or

when services are rendered in accordance with the terms of the underlying contracts.

Sale of set-top boxes, video products and magazines are recognised on the transfer of risks

and rewards of ownership which generally coincides with the time when the related products

are delivered to customers and title has passed.


S RevenueRecognition(Cont’d.)

Revenue from the sale of programme rights is recognised in the period the rights are available

to the licensee.

Revenue of the Company consists of accretion of RCPS yield income, dividend income and

management fees. Accretion of RCPS yield income and dividend income are recognised when

the right to receive payment is established. Management fees are recognised as earned over

the period the services are provided.

T SegmentalReporting

Business segments are groups of operations which provide products or services that

are subject to risks and returns that are different from those of other business segments.

Geographical segments provide products or services within a particular economic environment

that is subject to risks and returns that are different from those operating in other economic

environments. The allocation of costs between segments is based on the products and

services of the specific segments which incur such costs.

This reflects the fact that the risks and returns of the Group’s operations are primarily based

on its business activities.

U FinancialAssets

Purchases and sales of financial assets are recognised based on settlement accounting. They

are initially recognised at fair value plus directly attributable transaction costs. Any impairment

of a financial asset is charged to the income statement as it arises.

Financial assets are classified according to the purpose for which the investments were

acquired. This gives rise to the following categories: financial assets at fair value through

profit or loss (“FVTPL”), loans and receivables, held to maturity and available-for-sale financial

assets. Management determines the classification of its financial assets at initial recognition

and re-evaluates this designation at each reporting date.


31 January 2008



U FinancialAssets(Cont’d.)

(a) FinancialassetsatFVTPL

This category has two sub-categories: financial assets held for trading, and those

designated at FVTPL at inception. A financial asset is classified in this category

if acquired principally for purpose of selling in the short term or if so designated by

management. Derivatives are also categorised as held for trading unless they are

designated as hedges. Assets in this category are classified as current assets if they are

either held for trading or are expected to be realised within 12 months of the balance

sheet date.

(b) Loansandreceivables

Loans and receivables are non-derivative financial assets with fixed or determinable

payments that are not quoted in an active market. They are included in current assets,

except for maturities greater than 12 months after the balance sheet date, which are

classified as non-current assets. They are included in Receivables and Prepayments in

the balance sheet at amortised cost (Note 21).

(c) Heldtomaturity

Held to maturity financial assets are non-derivative financial assets with fixed or

determinable payments and fixed maturities that the Group’s management has

the positive intention and ability to hold to maturity. They are held as non-current

investments at amortised cost using the effective interest method, less any amounts

written-off to reflect impairment.

(d) Available-for-salefinancialassets

Available-for-sale financial assets are non-derivatives that are either specifically

designated in this category or not classified in any of the three categories described

above. They are included in non-current assets unless management intends to dispose

of the investment within 12 months of the balance sheet date. Unrealised gains and

losses arising from changes in fair value of financial assets classified as available-for-

sale are recognised in equity. Realised gains and losses arising from changes in fair

value, interest and exchange differences are included in the income statement.


U FinancialAssets(Cont’d.)

(d) Available-for-salefinancialassets(Cont’d.)

The Group assesses at each balance sheet date whether there is objective evidence

that a financial asset or a group of financial assets is impaired. In the case of equity

securities classified as available-for-sale, a significant or prolonged decline in fair

value of the security below its cost is considered as an indicator that the securities are

impaired. If such evidence exists for available-for-sale financial assets, the cumulative

loss - measured as the difference between the acquisition cost and the current fair

value, less any impairment loss on that financial asset previously recognised in income

statement - is removed from equity and recognised in the income statement. Impairment

losses recognised in the income statement on equity instruments are not reversed

through the income statements.

V FinancialLiabilities

Financial liabilities are recognised when there is an obligation to transfer benefits and that

obligation is a contractual liability to deliver cash or another financial asset or to exchange

financial instruments with another entity on potentially unfavourable terms. They are initially

recorded at fair value plus directly attributable transaction costs.

Financial liabilities are classified as either financial liabilities at FVTPL or other financial

liabilities.

(a) FinancialliabilitiesatFVTPL

This category has two sub-categories: financial liabilities held for trading, and those

designated at FVTPL at inception. A financial liability is classified in this category if

incurred principally for purpose of repurchasing in the short term or if so designated

by management. Derivatives are also categorised as held for trading unless they are

designated as hedges. Liabilities in this category are classified as current liabilities if

they are either held for trading or are expected to be settled within 12 months of the

balance sheet date.


31 January 2008



V FinancialLiabilities(Cont’d.)

(b) Otherfinancialliabilities

Other financial liabilities, including borrowings, are initially measured at fair value plus

transaction costs. They are subsequently measured at amortised cost using the effective

interest method.

W Derivativefinancialinstrumentsandhedgingactivities

Derivatives are initially recognised at fair value on the date a derivative contract is entered into

and are subsequently remeasured at their fair value. The method of recognising the resulting

gain or loss depends on whether the derivative is designated as a hedging instrument, and if

so, the nature of the item being hedged.

The Group documents at the inception of the transaction the relationship between hedging

instruments and hedged items, as well as its risk management objectives and strategy for

undertaking various hedging transactions. The Group also documents its assessment, both at

hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging

transactions are highly effective in offsetting changes in fair values or cash flows of hedged

items.

The fair values of various derivative instruments used for hedging purposes are disclosed in

Note 22. Movements on the hedging reserve in shareholders’ equity are shown in Statement

of Changes in Equity. The full fair value of a hedging derivative is classified as a non-current

asset or liability when the remaining hedged item is more than 12 months, and as a current

asset or liability when the remaining maturity of the hedged item is less than 12 months.

Trading derivatives are classified as a current asset or liability.

Cashflowhedge

The effective portion of changes in the fair value of derivatives that are designated and qualify

as cash flow hedges is recognised in equity. The gain or loss relating to the ineffective portion

is recognised immediately in the income statement.


W Derivativefinancialinstrumentsandhedgingactivities(Cont’d.)

Cashflowhedge(Cont’d.)

Amounts accumulated in equity are recycled in the income statement in the periods when the

hedged item affects profit or loss. However, when a forecast transaction that is hedged results

in the recognition of a non-financial asset, the gains and losses previously deferred in equity

are transferred from equity and included in the initial measurement of the cost of the asset.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria

for hedge accounting, any cumulative gain or loss existing in equity at that time remains in

equity and is recognised when the forecast transaction is ultimately recognised in the income

statement. When a forecast transaction is no longer expected to occur, the cumulative gain or

loss that was reported in equity is immediately transferred to the income statement.

Derivativesatfairvaluethroughprofitorloss

Changes in the fair value of derivative financial instrument that do not qualify for hedge

accounting are recognised in income statement as they arise.

Derivatives embedded in other financial instruments or other non-financial host contracts are

treated as separate derivatives when their risk and characteristics are not closely related to

those of the host contract and the host contract is not carried at fair value with unrealised

gains or losses reported in income statement.

X Fairvalueofderivativesandotherfinancialinstruments

The fair value of financial instruments that are not traded in an active market is determined

using valuation techniques. The Group uses its judgement to select a variety of methods and

make assumptions that are mainly based on market conditions existing at each balance sheet

date. The Group has used discounted cash flow analysis for various available-for-sale financial

assets that are not traded in active markets.


31 January 2008


3 financial risK manaGement

FinancialRiskFactors

The Group’s activities expose it to a variety of financial risks, including foreign currency exchange

risk, interest rate risk, credit risk, liquidity and cash flow risk. The Group’s overall financial risk

management objective is to minimise potential adverse effects on the financial performance of the

Group.

The Group uses derivative financial instruments such as forward foreign currency exchange and

interest rate swap contracts to hedge certain exposures.

(a) Foreigncurrencyexchangeriskmanagement

The Group operates internationally and is exposed to foreign currency exchange risk as

a result of the foreign currency transactions and borrowings entered into by the group

companies in currencies other than their functional currencies. Forward foreign currency

exchange contracts are used to limit exposure to currency fluctuations on foreign currency

receivables and payables, and on cash flows generated from anticipated transactions

denominated in foreign currencies.

(b) Interestrateriskmanagement

The Group’s interest rate exposure arises principally from the Group’s trade payables and

borrowings. The interest rate risk is managed through the use of fixed and floating interest

rate debt and derivative financial instruments. The Group has used interest rate swaps as cash

flow hedges of future interest payments.

(c) Creditriskmanagement

The Group has no significant concentration of credit risk with individual counter-parties.

Customer credit risk exposure is managed with a combination of credit limits and arrears

monitoring procedures. Deposits of cash are placed only with financial institutions with strong

short-term credit rating or are appropriately supervised or regulated.

3 financial risK manaGement (cOnt’D.)

(d) Liquidityandcashflowriskmanagement

Prudent liquidity risk management implies maintaining sufficient cash and marketable

securities, the availability of funding through an adequate amount of committed credit facilities

and the ability to close out market positions. Due to the dynamic nature of the underlying

businesses, the Group’s Treasury aims at maintaining flexibility in funding by keeping

committed credit lines available and if necessary, obtaining additional debt funding.

Further details on financial risks are disclosed in Note 31.

4 critical accOuntinG estimates anD JuDGements

Estimates and judgements are continually evaluated by the Directors and management and are

based on historical experience and other factors, including expectations of future events that are

believed to be reasonable under the circumstances. The estimates and assumptions that have a

significant risk of causing a material adjustment to the carrying amounts of assets and liabilities

within the next financial year are discussed below.

(a) Revenuerecognition

The Group recognises revenue when the significant risks and rewards of ownership of any

goods and services have been transferred. See Note S of the significant accounting policies

for details of revenue recognition policies.

(b) Estimatedimpairmentofreceivables

The Group provides for impairment of receivables when there is objective evidence that the

Group will not be able to collect all amounts due according to the original terms of receivables.

This calculation of impairment requires the use of estimates.

(c) Share-basedpayment

The cost of providing share-based payments to employees is charged to the income statement

over the vesting period of the related share options or share allocations. The cost is based on

the fair value of the options or shares allocated and the number of options expected to vest.

The fair value of each option or share is determined using the Binomial option pricing model.

For details of assumptions, see Note 27 of the financial statements.


31 January 2008


31 January 2008


4 critical accOuntinG estimates anD JuDGements (cOnt’D.)

(d) Deferredtax

Deferred tax is provided on temporary differences arising on investments in subsidiaries

and associates, except where the timing of the reversal of the temporary difference can be

controlled and it is probable that the temporary difference will not reverse in the foreseeable

future. For further details please refer to Note 17 of the financial statements.

(e) Customeracquisitioncosts

Customer acquisition costs are incurred in activating new customers in the multi-channel

subscription television service and include sales and marketing related expenses and

subsidised set-top box equipment costs. The subsidies on set-top boxes represent the

difference between set-top box costs and set-top box revenues which are recognised in

accordance with significant accounting policies stated in Note J and Note S respectively.

Management exercises judgement in establishing the set-top box selling price with the

intention to subsidise the set-top box cost for long term benefits.

(f) Carryingvalueoffilmlibraryandprogrammerights

The assessment of the useful lives of the film library and programme rights required

judgement. Amortisation is charged to the income statement based on the accounting policy

set out in Note F.

The Group assesses annually whether film library and programme rights have any indication

of impairment, in accordance with the accounting policies stated in Note F and Note G

respectively.

Recoverable amounts have been ascertained by the subsidiaries owning the film library and

programme rights through the value in use calculations. These are determined by applying the

discounted cash flow methodology on the business plan of the subsidiaries which are based

on past experience as well as future expected market trends. The discount rates applied in

the assessment ranged from 12% – 16% and are derived from the weighted average cost of

capital adjusted for the relevant subsidiaries’ risk premium.

4 critical accOuntinG estimates anD JuDGements (cOnt’D.)

(f) Carryingvalueoffilmlibraryandprogrammerights(Cont’d.)

Based on the estimated value in use calculated using the discounted cash flow methodology,

the recoverable amount of the Shaw film library in the Library Licensing and Distribution

segment, is higher than the carrying value. Therefore, no impairment loss was recognised for

the financial year ended 31 January 2008. Should the discount rate applied in the assessment

increase by eight percentage points or more, the fair value of the Shaw film library will be

lower than the carrying value.

In relation to the carrying value of the programme rights acquired for the Indonesian

operations, the recoverable amount based on the discounted cash flow methodology is higher

than the associated carrying value and therefore, no impairment loss was recognised. The

assumptions used in the cash flows for assessment of the carrying value of the programme

rights are dependant on the continuity of the operation of a satellite, subscription based, TV

broadcast operation in Indonesia.

(g) PTDirectVision(“PTDV”)

As at 31 January 2007, the Group had considered the facts and circumstances governing the

operation of the business of PTDV and had accounted for its investment in PTDV as a jointly

controlled entity.

However, due to inconclusive negotiations between the parties to the proposed joint venture,

the Directors had, on 13 September 2007, decided that the Group will no longer equity

account for its investment in PTDV and accordingly the Group has written off assets and

balances of RM92.4 million arising from the investment in PTDV during the financial year.

As the parties involved in the proposed joint venture continue to seek an acceptable solution

to matters relating to PTDV, the Directors had also elected for the Group to continue providing

services until negotiations are concluded. During the financial year, the Group has expensed

RM135.0 million in respect of costs to provide services to PTDV and expenses incurred in

developing a DTH business proposal in Indonesia

For further details on PTDV, please refer to Note 16 of the financial statements.


31 January 2008


5 seGment infOrmatiOn

(a) Primaryreportingformat–businesssegments

The Group is organised into the following business segments:

Malaysian multi channel television – provides multi channel Direct-to-Home subscription television and related interactive television services in Malaysia.

Radio – provides radio broadcasting services.

Library licensing and distribution – the ownership of a library of Chinese filmed entertainment and the aggregation and distribution of the library and related content.

Others – a magazine publishing business; interactive content business for the mobile telephony platform; Malaysian film production business; talent management; creation of animation content; television content aggregation and distribution; ownership of buildings, Group’s regional investments in media businesses and investment holding companies.

2008

Malaysian Library multichannel licensingand television Radio distribution Others Total RM’000 RM’000 RM’000 RM’000 RM’000

Revenue

Total revenue 2,325,273 168,896 89,296 588,235 3,171,700 Inter-segment revenue (972) (2,355) (28,213) (538,462) (570,002)

External revenue 2,324,301 166,541 61,083 49,773 2,601,698

Segmentresults

Total gross segment results 490,950 63,381 (27,164) 128,620 655,787 Inter-segment results (227,040)

428,747 Costs to provide services to PTDV and expenses incurred in developing a DTH business proposal in Indonesia – – – (134,993) (134,993)

Write-off of assets and balances arising from the investment in PTDV – – – (92,415) (92,415)

Profit from operations 201,339 Finance income (net) 31,023 Share of post tax results from investments accounted for using the equity method – – – (95,731) (95,731)

Profit before taxation 136,631 Taxation (148,501)

Loss for the year (11,870)


31 January 2008


5 seGment infOrmatiOn (cOnt’D.)

(a) Primaryreportingformat–businesssegments(Cont’d.)

2007


Revenue

Total revenue 1,978,251 151,057 75,292 313,383 2,517,983

Inter-segment revenue (1,002) (3,525) (18,558) (270,596) (293,681)

External revenue 1,977,249 147,532 56,734 42,787 2,224,302

Segmentresults

Total gross segment results 484,112 57,892 (39,672) 51,856 554,188

Inter-segment results (131,271)

Profit from operations 422,917

Finance income (net) 17,519

Share of post tax results from investments accounted for using the equity method – – – (160,025) (160,025)

Profit before taxation 280,411

Taxation (129,151)

Profit for the year 151,260

Inter-segment revenue represents transfers between segments and is eliminated on consolidation. These transfers are accounted for in the segments at estimated competitive market prices that would be

charged to unaffiliated customers for similar goods and services.

Segment results represent the segment revenue less segment expenses, comprising expenses directly attributable and allocated to the segment. Certain components included within inter-segment results

eliminate against the relevant income/expenditure recorded below the segment results line or against assets or liabilities.

Unallocated finance income (net) comprises interest income, net of interest on bank borrowings, finance leases liabilities and certain debt service and other finance costs.


31 January 2008




2008


Otherinformation

Segment assets 1,313,620 102,731 241,479 406,039 2,063,869 Investments accounted for using the equity method – – – 387,722 387,722 Unallocated assets

– Deposits with licensed banks & financial institutions 905,511 – Deferred tax assets 255,957 – Tax recoverable 1,786

1,163,254

Total assets 3,614,845

Segment liabilities 872,617 47,236 31,650 241,606 1,193,109 Unallocated liabilities

– Borrowings (interest bearing) 786,571 – Current tax liabilities 4,003 – Deferred tax liabilities 10,727

801,301

Total liabilities 1,994,410

Othersegmentitems

Property, plant and equipment additions 774,012 6,229 313 30,564 811,118 Intangible assets additions 111,640 – 43,713 157,485 312,838 Depreciation of property plant and equipment 78,337 4,232 1,113 12,785 96,467 Amortisation of intangible assets 116,755 3,255 50,095 82,049 252,154 Impairment of receivables 34,428 1,284 – 1,670 37,382 Write-off of intangible assets – – – 5,386 5,386


31 January 2008




2007


Otherinformation

Segment assets 682,710 101,853 255,606 405,920 1,446,089 Investments accounted for using the equity method – – – 202,509 202,509 Unallocated assets – Deposits with licensed banks & financial institutions 981,677 – Deferred tax assets 395,693 – Tax recoverable 427

1,377,797

Total assets 3,026,395

Segment liabilities 805,845 43,064 32,944 255,482 1,137,335 Unallocated liabilities – Borrowings (interest bearing) 28,309 – Current tax liabilities 1,578 – Deferred tax liabilities 11,788

41,675

Total liabilities 1,179,010

Othersegmentitems

Property, plant and equipment additions 59,613 3,272 536 4,085 67,506 Intangible assets additions 116,334 – 41,807 86,606 244,747 Depreciation of property plant and equipment 53,635 3,538 1,302 7,685 66,160 Amortisation of intangible assets 100,282 5,529 47,147 12,945 165,903 Impairment of receivables 30,717 – – 1,205 31,922 Write-off of intangible assets – – – 8,879 8,879 Impairment of investment – – – 3,642 3,642

Segment assets consist primarily of property, plant and equipment, associates, jointly controlled entities, available for sales financial assets, intangible assets, inventories, receivables and prepayments and cash and bank balances. Unallocated assets consist of deposits with licensed banks and financial institutions, deferred tax assets and tax recoverable, which cannot be directly attributed to a particular segment.


31 January 2008




Segment liabilities comprise payables and provision for liabilities and charges. Unallocated

liabilities consist of borrowings, deferred tax liabilities and tax liabilities.

(b) Secondaryreportingformat–geographicalsegments

The Group’s geographical segments are:

Malaysia – comprises the multi-channel Direct-to-Home subscription television and related

interactive television business, radio broadcasting services, magazine publishing business,

interactive content business for the mobile telephony platform, film production business, talent

management, ownership of buildings and investment holding companies.

Hong Kong – comprises the ownership of a library of Chinese filmed entertainment, the

aggregation and distribution of the library and related content, a publishing business and

investment holding companies.

Others – represents investments in businesses outside Malaysia and Hong Kong that provide

multi-channel Direct-to-Home subscription television, radio broadcasting, creation of animation

content, television content aggregation and distribution and investment holding companies.

In determining the geographical segments of the Group, sales are based on the geographical

location in which the customers are located. Total assets, capital expenditure, film library and

programme rights additions and other intangible assets additions are determined based on

the geographical location of the assets.

2008 2007 RM’000 RM’000

Revenue

Malaysia 2,511,163 2,138,996

Hong Kong 26,854 21,380

Others 63,681 63,926

2,601,698 2,224,302


(b) Secondaryreportingformat–geographicalsegments 2008 2007 RM’000 RM’000

Totalassets

Malaysia 1,789,935 1,006,455

Hong Kong 287,441 317,956

Others 374,215 324,187

Unallocated

– Deposits with licensed banks & financial institutions 905,511 981,677

– Deferred tax assets 255,957 395,693

– Tax recoverable 1,786 427

1,163,254 1,377,797

3,614,845 3,026,395

Property,plantandequipmentadditions*

Malaysia 810,597 64,671

Hong Kong 461 702

Others 60 2,133

811,118 67,506

Intangibleassetsadditions

Malaysia 180,064 127,602

Hong Kong 43,753 41,937

Others 89,021 75,208

312,838 244,747

* Includes items acquired by means of finance lease.


31 January 2008


6 revenue

Revenue comprises the invoiced value for the sale of goods and services net of sales and service taxes, rebates and discounts, and after eliminating sales within the Group.

Revenue comprises the following: 2008 2007 RM’000 RM’000

Subscription revenue 2,148,124 1,800,951 Advertising revenue 319,243 292,501 Licensing income 66,598 60,257 Sale of set-top boxes 21,043 25,424 Sale of film library and programme rights 11,177 7,648 Others 35,513 37,521

2,601,698 2,224,302

7 PrOfit frOm OPeratiOns

The following items have been charged/(credited) in arriving at the profit from operations:

Note 2008 2007 RM’000 RM’000

Programme provider fees 628,128 478,206 Inventories recognised as expenses 261,297 228,076 Intangible assets: 19 – amortisation 252,154 165,903 – write-off 41,914 8,879 Marketing and market research expenses 107,399 69,818 Depreciation of property, plant and equipment 15 96,467 66,160 Impairment of receivables 37,382 31,922 Rental expense: – land and buildings 20,510 7,438 – equipment 14,034 12,677 Bad debts (write-back)/write-off (4,409) 7,847 Impairment of investment – 3,642

Rental income of land and buildings (484) (186)

7 PrOfit frOm OPeratiOns (cOnt’D.)

Auditors’remuneration

PricewaterhouseCoopers LLP (“PwC”) are the Group’s external auditors for the financial year under

review and are subject to re-appointment at the AGM. The aggregate fees for professional services

rendered by PwC and its associates are detailed below: 2008 2007 RM’000 RM’000

Audit of parent company and consolidated financial statements 606 611

– under accrual in prior years – 98

Fees payable to PwC and its associates for other services:

– audit of subsidiary companies pursuant to legislation* 1,428 2,264

– under accrual in prior year – 1,256

– tax services 412 494

– services relating to corporate finance transactions – 434

– other services pursuant to legislation 34 34

– other services** 7,090 8,261

9,570 13,452

* Includes the Group’s overseas subsidiaries

** Includes quarterly reviews, other attestation services, projects and advisory reviews/services

8 DirectOrs’ remuneratiOn

2008 2007 RM’000 RM’000

Fees 812 895

Salaries and emoluments 2,879 3,161

Share-based payment 384 1,331

Defined contribution plan 353 438

4,428 5,825


31 January 2008


8 DirectOrs’ remuneratiOn (cOnt’D.)

2008 2007 RM’000 RM’000

Highest paid Director

– Salaries and emoluments 2,516 2,930

– Share-based payment 384 1,331

– Defined contribution plan 353 438

3,253 4,699

The number of options over ordinary shares granted to a Director in respect of the Company’s 2003

ESOS and MSIS during the financial year ended 31 January 2008 were 1,477,800 and Nil (2007:

720,000 and Nil) respectively.

The highest paid Director has not exercised any share options during the financial year.

9 emPlOyees (incluDinG executive DirectOr’s remuneratiOn)

2008 2007 RM’000 RM’000

Wages and salaries 299,084 208,204

Employee benefits in kind 16,669 11,978

Social security costs 3,659 1,405

Share-based payment 25,266 23,060

Defined contribution plan 31,789 25,804

376,467 270,451

Recruiting costs 3,751 1,619

Termination benefits 5,652 42

Staff training 5,542 3,016

391,412 275,128

The companies operating in Malaysia and Hong Kong are required by law to contribute a fixed

percentage of each employee’s salary to publicly administered defined contribution pension plans

for the employees’ retirement.

9 emPlOyees (incluDinG executive DirectOr’s remuneratiOn)

(cOnt’D.)

The average number of persons employed by the Group was as follows:- 2008 2007

Malaysian operations

– Corporate 158 121

– Multi channel television 2,525 2,524

– Radio 302 328

– Others* 791 98

3,776 3,071

Regional operations 185 200

3,961 3,271

* Including multi-media interactive services, as well as television content creation, aggregation

and distribution business segments.

10 finance cOsts anD finance incOme

2008 2007 RM’000 RM’000

(a) Financecosts

Interest costs:

– Bank borrowings (1,782) (167)

– Finance lease liabilities (26,903) (4,539)

– Vendor financing (18,540) (19,063)

(47,225) (23,769)

Debt service and other finance costs (15,110) (10,056)

(62,335) (33,825)


31 January 2008


10 finance cOsts anD finance incOme (cOnt’D.)

2008 2007 RM’000 RM’000

(b) Financeincome

Interest income 38,353 35,695

Realised foreign exchange gains 15,195 1,173

Unrealised foreign exchange gains 30,299 1,545

Gain from interest rate swap contract 9,511 12,931

93,358 51,344

Finance income (net) 31,023 17,519

11 taxatiOn

2008 2007 RM’000 RM’000

Currenttaxation:

Malaysian income tax

– Current year (9,533) (11,371)

– Over accrual in prior years 187 117

(9,346) (11,254)

Foreign income tax – current year (433) (517)

(9,779) (11,771)

Deferredtaxation

Origination and reversal of temporary differences (128,546) (85,249)

Change in Malaysian tax rate (10,176) (32,131)

(138,722) (117,380)

(148,501) (129,151)

11 taxatiOn (cOnt’D.)

The Group has not applied for group relief in Malaysia and other foreign countries in which the

subsidiaries operate as the Company and its subsidiaries either did not meet the qualifying criteria

for group relief or there were no immediate tax benefit.

The Company is a Malaysian tax resident as the control and management of its activities is

exercised in Malaysia and is subject to the Malaysian taxation rules and regulations. The subsidiaries

are subject to their individual countries’ taxation rules and regulations.

A reconciliation of income tax expense applicable to profit before taxation at the statutory rate to

income tax expense at the effective income tax rate of the Group is as follows:

2008 2007 RM’000 RM’000

Profit before taxation 136,631 280,411

Tax at Malaysia statutory tax rate of 26% (2007: 27%) (35,524) (75,711)

Tax effect of:

Different tax rates in other countries (11,912) (2,970)

Losses in foreign subsidiaries which were not available

for tax relief at Group level (57,187) (8,478)

Change in Malaysian tax rate (10,176) (32,131)

Share of post tax results from investments accounted for

using the equity method (29,349) (46,871)

Expenses not deductible for tax purposes (33,272) (34,186)

Income not subject to tax 13,637 14,530

Tax exempt income due to pioneer status 15,817 16,551

Utilisation of investment tax allowance – 67,186

Unrecognised deferred tax assets arising during the year (15,595) (13,102)

Over/(Under-accrual) of temporary differences in respect of

prior financial years (net) 15,060 (13,969)

Taxation charge (148,501) (129,151)


31 January 2008


11 taxatiOn (cOnt’D.)

Malaysian income tax is calculated at the statutory rate of 26% (2007: 27%) of the estimated

assessable profit for the year. The Malaysian corporate tax rate is reduced from 26% to 25% with

effect from year of assessment 2009, the computation of deferred tax has been adjusted accordingly

to reflect such changes. Taxation for other jurisdictions is calculated at the rates prevailing in the

respective jurisdictions. Deferred tax is calculated on temporary differences between the tax base of

assets and liabilities and their carrying amounts in the financial statements.

The Group’s effective tax rate is higher than the statutory rate mainly due to losses in foreign

subsidiaries, associates, overseas investments and certain Malaysian subsidiaries which were not

available for tax relief at Group level and additional deferred tax charge from restatement of deferred

tax following the change in Malaysian corporate tax rate.

12 DiviDenDs

During the financial year ended 31 January 2008, the following dividends were paid:

2008 2007 RM’000 RM’000

Second interim tax exempt dividend of 2.0 sen per share in respect

of financial year ended 31 January 2007, paid on 27 April 2007 38,669 –

Final tax exempt dividend of 3.0 sen per share in respect of

financial year ended 31 January 2007, paid on 30 August 2007

(2007: Final tax exempt dividend of 3.5 sen per share in

respect of financial year ended 31 January 2006) 58,021 67,480

First interim tax exempt dividend of 2.0 sen per share in respect of

financial year ended 31 January 2008, paid on 11 October 2007

(2007: First tax exempt interim dividend of 2.0 sen per share in

respect of financial year ended 31 January 2007) 38,680 38,563

Second interim tax exempt dividend of 3.0 sen per share in respect

of financial year ended 31 January 2008, paid on 14 January 2008 58,021 –

193,391 106,043

12 DiviDenDs (cOnt’D.)

A third interim dividend of 3.0 sen per share consisting of gross dividend of 2.7 sen per share less 25% Malaysian income tax and tax exempt dividend of 0.3 sen per share amounting to RM44,966,000 in respect of the financial year ended 31 January 2008 was declared and is payable on 24 April 2008.

The Directors also recommend a final tax exempt dividend payment of 2.0 sen per share estimated at RM38,681,000 in respect of the financial year ended 31 January 2008 subject to the approval of the Company’s shareholders at the forthcoming Annual General Meeting. The final tax exempt dividend will be paid on a date to be determined.

13 earninGs Per share

Basic earnings per share of the Group is calculated by dividing the net profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the financial year.

Diluted earnings per share of the Group is calculated by dividing the profit attributable to equity holders by the weighted average number of ordinary shares, adjusted for the assumed conversion of all dilutive potential ordinary shares arising from the share options granted under the ESOS and MSIS.

2008 2007 RM’000 RM’000

(Loss)/Profit attributable to equity holders of the Company (RM’000) (6,158) 160,428

Weighted average number of ordinary shares (‘000) 1,933,769 1,928,452 Adjustment for share options granted (‘000) 2,390 6,523

Adjusted weighted average number of ordinary shares (‘000) 1,936,159 1,934,975

Basic earnings per share (sen) (0.32) 8.32

Diluted earnings per share (sen) N/A 8.29

Not applicable as the options under the ESOS and MSIS are anti dilutive and would decrease the loss per share for the financial year.


31 January 2008


14 nOtes tO the cOnsOliDateD cash flOw statement

Note 2008 2007 RM’000 RM’000

(a) Adjustmentsfornon-cashitems

Contra arrangements – revenue (4,486) (1,170)

Value of employee services – share options 9 25,266 23,060

Interest income 10 (38,353) (35,695)

Interest expense 10 47,225 23,769

Gain from interest rate swap contract 10 (9,511) (12,931)

Unrealised foreign exchange gains 10 (30,299) (1,545)

Taxation 11 148,501 129,151

Property, plant and equipment

– Depreciation 15 96,467 66,160

– Gain on disposal (735) (486)

– Impairment 9 –

Intangible assets

– Amortisation 19 252,154 165,903

– Write-off 5,386 8,879

Dilution of equity interest in a subsidiary (253) (528)

Impairment of investment – 3,642

Write-off of assets and balances arising from

the investment in PTDV 92,415 –

Share of post tax results from investments

accounted for using the equity method 95,731 160,025

679,517 528,234

14 nOtes tO the cOnsOliDateD cash flOw statement (cOnt’D.)

Note 2008 2007 RM’000 RM’000

(b) CashFlowsFromInvestingActivities

Investment in cumulative redeemable

convertible preference shares 18 (3,000) –

Purchase of investment accounted for using

equity method 16 (420,791) (191,466)

Capital repayment from an investee – 17,663

Repayment of advance from associate 2,104 –

Proceeds from disposal of associates 505 –

Proceeds from shares issued to minority interests 1,285 761

Proceeds from disposal of property, plant

and equipment 913 707

Proceeds from disposal of intangibles 40 –

Refund of remastering costs – 11,963

Acquisition of intangibles (33,950) (28,830)

Purchase of property, plant and equipment (171,484) (67,506)

(624,378) (256,708)

(c) CashFlowsFromFinancingActivities

Dividends paid 12 (193,391) (106,043)

Interest paid (49,566) (16,829)

Drawdown of borrowings 266,803 –

Proceeds from realisation of interest rate

swap contract 11,178 11,264

Issuance of shares pursuant to exercise of

share options 4,841 20,381

Repayment of finance lease liabilities (33,806) (32,493)

Repayment of borrowings (63,584) –

(57,525) (123,720)


31 January 2008


15 PrOPerty, Plant anD equiPment

Broadcast Equipment, and Assets Freehold Satellite fixtures transmission under Group land Buildings transponders andfittings equipment construction Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At1February2006

Cost – 173,911 249,305 187,147 487,405 21,129 1,118,897 Accumulated depreciation – (41,002) (211,369) (147,663) (430,489) – (830,523)

Net book amount – 132,909 37,936 39,484 56,916 21,129 288,374

Netbookamount

At 1 February 2006 – 132,909 37,936 39,484 56,916 21,129 288,374 Additions – – – 15,666 23,117 28,723 67,506 Disposals – – – (13) (208) – (221) Transfers between classes 10,586 4 – 879 24,592 (36,061) – Transfers from intangible assets – – – 41 24,773 (1,070) 23,744 Depreciation charge – (4,292) (21,679) (14,987) (25,202) – (66,160) Currency translation differences – – – (329) (71) (88) (488)

At 31 January 2007 10,586 128,621 16,257 40,741 103,917 12,633 312,755

At31January2007 Cost 10,586 173,855 249,305 200,109 554,778 12,633 1,201,266 Accumulated depreciation - (45,234) (233,048) (159,368) (450,861) – (888,511)

Net book amount 10,586 128,621 16,257 40,741 103,917 12,633 312,755

Netbookamount

At 1 February 2007 10,586 128,621 16,257 40,741 103,917 12,633 312,755 Additions – 28 637,530 36,731 70,767 66,062 811,118 Disposals – – – (143) (35) – (178) Transfers between classes – – – 2,399 8,672 (11,071) – Transfers to inventories – – – – (1,642) – (1,642) Depreciation charge – (4,297) (44,611) (16,244) (31,315) – (96,467) Impairment – – – (9) – – (9) Currency translation differences – – – (230) (82) – (312)

At 31 January 2008 10,586 124,352 609,176 63,245 150,282 67,624 1,025,265


31 January 2008


15 PrOPerty, Plant anD equiPment (cOnt’D.)

Broadcast Equipment, and Assets Freehold Satellite fixtures transmission under Group land Buildings transponders andfittings equipment construction Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At31January2008

Cost 10,586 173,097 886,835 232,023 630,948 67,624 2,001,113 Accumulated depreciation – (48,745) (277,659) (168,778) (480,666) – (975,848)

Net book amount 10,586 124,352 609,176 63,245 150,282 67,624 1,025,265

During the financial year, the Group capitalised the lease of transponders on the Malaysia East Asia Satellite 3 with an aggregate cost of RM637,530,000 (2007: Nil) by means of finance lease. Assets capitalised and

held under finance lease also include equipment, fixtures and fittings at net carrying value of RM1,360,000.

Details on finance lease liabilities are disclosed in Note 25 (b).

16 interest in investments accOunteD fOr usinG the equity

methOD

2008 2007 RM’000 RM’000

Investments-at cost 374,688 87,615

Long term advances and receivables 328,786 320,234

Cumulative post tax results and impairment losses (315,752) (205,340)

387,722 202,509

The Group has not recognised losses for the current financial year amounting to RM2,425,000

(2007: RM3,218,000) for Advanced Wireless Technologies Sdn Bhd. The accumulated losses not

recognised were RM6,391,000 (2007: RM3,966,000). These losses exceed the Group’s interest in

the associate.


methOD (cOnt’D.)

The Group’s interest in the assets, liabilities, income and expenses of the investments in equity

accounted units, is as follows: 2008 2007 RM’000 RM’000

Non-current assets 270,080 250,475 Current assets 161,437 87,059 Current liabilities (63,738) (154,436) Non-current liabilities (36,396) (147,195)

Net assets 331,383 35,903

Revenue 53,207 47,792 Expenses (150,349) (207,817)

(97,142) (160,025)

Refer to Note 33 (a) for further details on the Group’s commitment for investments in an associate and a joint venture.


31 January 2008



methOD (cOnt’D.)

Details of principal investments in equity accounted units, are as follows:

Effectiveequity Countryof interest Financial Nameofcompany incorporation 2008 2007 yearend Principalactivities % %

TVB Publishing Hong Kong 26.3 26.3 31 Dec Investment holding

Holding Limited

(“TVBPH”)

Advanced Wireless Malaysia 25.0 25.0 31 Dec Provision of wireless

Technologies multimedia related

Sdn. Bhd. (“AWT”) services

Deccan Digital India – 29.0 31 Mar Provision of information

Networks technology enabled

(Hyderabad) services

Private Limited

(“DNP”)

A.V. Digital Networks India – 29.0 31 Mar Provision of information

(Hyderabad) technology enabled

Private Limited services

(“ANP”)

Metro Digital Networks India – 29.0 31 Mar Provision of information

(Hyderabad) technology enabled

Private Limited services

(“MNP”)


methOD (cOnt’D.)

Effectiveequity Countryof interest Financial Nameofcompany incorporation 2008 2007 yearend Principalactivities % %

Tiansheng AART China 49.0 49.0 31 Dec Provision of advertising

Advertising agency services

Services Ltd

(“TAAS”)

Sun Direct TV Private India 20.0 – 31 Mar Provision of Direct-to-

Limited (“Sun Home digital satellite

Direct TV”) broadcast pay-

television services

Flexi Infosoftech India 26.0 – 31 Mar Provision of software

Solutions Private services and other

Limited support services

(“Flexi Infosoftech”)

Max Flexi Services India 45.2 – 31 Mar Provision of software

Private Limited services and other

(“Max Flexi”) support services

(a) Participation in multi-channel digital satellite pay television and multimediabusinessinIndonesia

Pursuant to the Subscription and Shareholders’ Agreement dated 11 March 2005 (“SSA”),

the Group together with PT Ayunda Prima Mitra, a subsidiary of PT First Media Tbk (formerly

known as PT Broadband Multimedia Tbk), agreed to participate in PT Direct Vision (“PTDV”),

to provide multi-channel digital satellite pay television and multimedia services in Indonesia

(“Indonesian Venture”).


31 January 2008



methOD (cOnt’D.)

(a) Participation in multi-channel digital satellite pay television and multimediabusinessinIndonesia(Cont’d.)

On 26 August 2005, Komisi Penyiaran Indonesia, the Indonesian broadcasting regulator,

issued a decree limiting foreign equity participation to 20% and requiring all broadcasters to

submit applications for a broadcast licence under new Broadcasting Law. As a consequence,

the parties entered into further discussions to restructure the Indonesian Venture and the SSA

lapsed on 31 July 2006.

The service was launched by PTDV on 28 February 2006 under a trademark licence

agreement with MEASAT Broadcast Network Systems Sdn Bhd.

Due to inconclusive negotiations between the parties to the proposed Indonesian Venture, the

Directors had, on 13 September 2007, decided that the Group will no longer equity account

for its investment in PTDV and accordingly the Group has written off assets and balances of

RM92,415,000 arising from the investment in PTDV during the financial year.

As the parties involved in the proposed Indonesian Venture continue to seek an acceptable

solution to matters relating to PTDV, the Directors had also elected for the Group to continue

providing services until negotiations are concluded. During the financial year, the Group has

included RM134,993,000 in respect of costs to provide services to PTDV and expenses

incurred in developing a DTH business proposal in Indonesia.

In the event that no agreement is reached, the Group expects to account for further costs

relating to specific commitments made in relation to PTDV operations of approximately

RM200.0 million.


methOD (cOnt’D.)

(b) Investmentsinjointlycontrolledentities

(i) SunDirectTV

On 5 April 2007, the Group had agreed to participate in a proposed joint venture for the provision of Direct-to-Home digital satellite broadcast pay-television services in India, with Kalanithi Maran and Kavery Kalanithi, collectively referred to as the “Maran Group”.

Under the proposed joint venture, South Asia Entertainment Holdings Ltd (“SAEHL”), a wholly-owned subsidiary of the Group, agreed to invest up to INR7,470 million by subscribing for new equity shares representing 20% of the enlarged capital of Sun Direct TV Private Limited (“Sun Direct TV”) over a period of 3 years, in accordance with the funding requirements of Sun Direct TV, as set out in a business plan of Sun Direct TV agreed between the Maran Group, SAEHL and Sun Direct TV.

On 10 December 2007, SAEHL had completed the subscriptions of 39,677,420 new shares in Sun Direct TV for a total cash consideration of INR3,157,132,000. Following the completion of the subscriptions, SAEHL has a shareholding interest of 20% in Sun Direct TV.

Sun Direct TV is a company incorporated in India with a licence to provide Direct-to-Home digital satellite broadcast pay-television services in India.

Capital commitment relating to investment in Sun Direct TV is shown in Note 33 (a).

(ii) MaxFlexiandFlexiInfosoftech

South Asia Software Technologies Ltd (“SAST”), a wholly-owned subsidiary of the Group, acquired 45.2% equity interest in Max Flexi for INR157,000 (RM12,920) on 27 December 2007 and 26.0% equity interest in Flexi Infosoftech for INR35,000 (RM2,890) on 28 December 2007. Flexi Infosoftech has 26.0% equity interest in Max Flexi. SAST also subscribed for 63,789,999 fully paid up cumulative convertible preference shares (“CCPS”) of INR10 each in Max Flexi for INR637,900,000 (RM63.8 million) on 27 December 2007. Subject to compliance with the applicable laws, the CCPS are convertible upon expiry of seven years from issue date or upon a conversion request

from the holder or Max Flexi subject to the existing shareholders having a pre-emptive

right to maintain their current shareholdings in Max Flexi.


31 January 2008



methOD (cOnt’D.)

(b) Investmentsinjointlycontrolledentities(Cont’d.)

(ii) MaxFlexiandFlexiInfosoftech(Cont’d.)

The following transactions occurred subsequent to the year end:

On 7 February 2008, SAST’s equity interest in Flexi Infosoftech was diluted to 21.5%

following subscription to new shares by other existing shareholders of Flexi Infosoftech.

On 27 February 2008, SAST subscribed for an additional 2,949,115 fully paid up CCPS

of INR10 each in Max Flexi for INR29,491,000 (RM2.4 million). This CCPS rank pari

passu to all existing CCPS issued by Max Flexi.

(iii) SouthAsiaFMLtd

On 28 February 2008, South Asia Multimedia Technologies Ltd, a wholly-owned

subsidiary of the Group, acquired 6.98% equity interest in South Asia FM Ltd for a total

cash consideration of INR149,236,000 (RM12.3 million).

17 DeferreD tax

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off

current tax assets against current tax liabilities and when the deferred taxes relate to the same tax

authority. The following amounts, determined after appropriate offsetting, are shown in the balance

sheet: 2008 2007 RM’000 RM’000

Deferred tax assets 255,957 395,693

Deferred tax liabilities (10,727) (11,788)

245,230 383,905

17 DeferreD tax (cOnt’D.)

2008 2007 RM’000 RM’000

At beginning of financial year 383,905 501,262

(Charged)/credited to income statement:

– property, plant and equipment (22,348) (26,332)

– film library and programme rights (5,042) (490)

– tax losses (109,620) (86,396)

– provisions and accruals 12,418 (8,502)

– interest receivable 293 138

– impairment of receivables (14,422) 3,991

– others (1) 211

(138,722) (117,380)

Other movements:

– currency translation differences 47 23

At end of financial year 245,230 383,905

Deferredtaxassets(beforeoffsetting)

Property, plant and equipment 11,172 12,444

Tax losses 259,752 369,292

Provisions and accruals 16,374 3,897

Impairment of receivables 19,058 33,480

306,356 419,113

Offsetting (50,399) (23,420)

Deferredtaxassets(afteroffsetting) 255,957 395,693


31 January 2008



2008 2007 RM’000 RM’000

Deferredtaxliabilities(beforeoffsetting)

Property, plant and equipment (42,368) (21,946)

Film library and programme rights (7,421) (1,632)

Interest receivable (11,337) (11,630)

(61,126) (35,208)

Offsetting 50,399 23,420

Deferredtaxliabilities(afteroffsetting) (10,727) (11,788)

The deferred tax assets are expected to be reversed as follows:

Within one year 151,505 96,464

After one year 104,452 299,229

Total deferred tax assets 255,957 395,693

The Directors have reviewed the business plans for the relevant subsidiaries and are of the opinion

that sufficient taxable income will be generated in future financial years to utilise the tax losses and

capital allowances carried forward.

The Group has the following amounts of tax losses, capital allowances and other temporary

differences carried forward in relation to companies in Malaysia, Hong Kong and other countries for

which the related tax effects have not been included in the financial statements:

2008 2007 RM’000 RM’000

Tax losses carried forward 353,684 311,036

Capital allowances carried forward 1,183 232

Other temporary differences carried forward 6,211 155


In addition, certain Malaysian subsidiaries have unutilised investment tax allowances which

amounted to approximately: 2008 2007 RM’000 RM’000

Investment tax allowances 25,613 25,613

The benefits of unutilised tax losses, capital allowances and investment tax allowances can be

carried forward indefinitely and will be obtained when the relevant subsidiaries derive future

assessable income of a nature and of an amount sufficient for these carried forward tax losses,

capital allowances and investment tax allowances to be utilised respectively.

18 financial asset (Other investment)

Other investment comprises an investment in 3,000,000 cumulative redeemable convertible

preference shares of RM1.00 each. Under IFRS requirements, this is classified as loans and

receivables. The carrying amount of the investment approximates its fair value.


31 January 2008


19 intanGiBle assets

Filmlibrary& programme Software Remastering Group Goodwill rights costs costs Others Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At1February2006

Cost 345 869,451 199,065 20,715 55,408 1,144,984

Accumulated amortisation and impairment – (595,762) (80,590) – (7,977) (684,329)

Production in progress – (521) – – – (521)

Net book amount 345 273,168 118,475 20,715 47,431 460,134

Netbookamount

At 1 February 2006 345 273,168 118,475 20,715 47,431 460,134

Additions – 215,917 28,830 – – 244,747

Refund – – – (11,963) – (11,963)

Amortisation charge – (137,484) (17,788) – (10,631) (165,903)

Write-off – (2,532) – – (6,347) (8,879)

Currency translation differences – (18,509) (32) (634) (1,189) (20,364)

Transfers between classes – 8,118 – (8,118) – –

Transfers to property, plant and equipment – – (23,744) – – (23,744)

Other movements – (16,479) – – – (16,479)

At 31 January 2007 345 322,199 105,741 – 29,264 457,549

At31January2007

Cost 345 965,341 188,340 – 44,564 1,198,590

Accumulated amortisation and impairment – (647,424) (82,599) – (15,300) (745,323)

Production in progress – 4,282 – – – 4,282

Net book amount 345 322,199 105,741 – 29,264 457,549


31 January 2008


19 intanGiBle assets (cOnt’D.)

Filmlibrary& programme Software Remastering Group Goodwill rights costs costs Others Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Netbookamount

At 1 February 2007 345 322,199 105,741 – 29,264 457,549

Additions – 278,888 33,950 – – 312,838

Disposals – – (40) – – (40)

Amortisation charge – (220,886) (24,943) – (6,325) (252,154)

Write-off – (41,914) – – – (41,914)

Currency translation differences – (22,687) (54) – (801) (23,542)

At 31 January 2008 345 315,600 114,654 – 22,138 452,737

At31January2008

Cost 345 1,110,456 220,916 – 42,686 1,374,403 Accumulated amortisation and impairment – (805,459) (106,262) – (20,548) (932,269) Production in progress – 10,603 – – – 10,603

Net book amount 345 315,600 114,654 – 22,138 452,737


31 January 2008


20 inventOries

2008 2007 RM’000 RM’000

Atcost

Set-top boxes 30,207 44,775 Tapes and other materials 9,344 8,267

39,551 53,042

21 receivaBles anD PrePayments

2008 2007 RM’000 RM’000

Trade receivables 360,193 356,719 Impairment of trade receivables (80,586) (131,308)

Trade receivables – net 279,607 225,411 Other receivables, net of impairment 120,632 149,807 Amounts due from investments accounted for using the equity method 2,071 3,181 Amounts due from related parties 23,917 37,632 Prepayments 35,769 100,716

461,996 516,747

Other receivables are stated net of impairment of RM1,402,000 (2007: RM864,000).

2008 2007 RM’000 RM’000

Movements in impairment of trade and other receivables

At beginning of financial year 132,172 100,250 Charge for the year 37,382 31,922 Amounts written off (87,439) – Currency translation differences (127) –


21 receivaBles anD PrePayments (cOnt’D.)

Credit terms of trade receivables range from zero to 60 days.

Total net receivables excluding prepayments were denominated in the following currencies:

2008 2007 RM’000 RM’000

Ringgit Malaysia 285,204 294,675

United States Dollar (“USD”) 71,244 54,752

Hong Kong Dollar (“HKD”) 36,054 30,197

Indian Rupee (“INR”) 25,222 22,243

Others 8,503 14,164

426,227 416,031

22 Derivative financial instruments

2008 2007

Assets Liabilities Assets Liabilities RM’000 RM’000 RM’000 RM’000

Forward foreign currency exchange

contracts – cash flow hedges – 140 – –

Interest-rate swaps – cash flow hedges – – 12,008 –

Forwardforeigncurrencyexchangecontracts

The notional principal amounts of the outstanding forward foreign exchange contracts at 31 January

2008 were RM5,109,000 (2007: nil).

Interest-rateswap

The notional principal amount of the outstanding interest rate swap contract at 31 January 2008

was nil (2007: RM525,375,000).

The maturity profile of the derivative financial instruments are disclosed in Note 31(b) of the financial

statements.


31 January 2008


23 cash anD cash equivalents

For the purposes of the cash flow statement, cash and cash equivalents comprise the following:

2008 2007 RM’000 RM’000

Deposits with licensed banks and financial institutions 905,511 981,677 Cash and bank balances 81,320 93,988

Cash and cash equivalents 986,831 1,075,665

Deposits of the Group have an average maturity of 11 days (2007: 13 days) for the financial year.

The effective interest rates per annum for deposits as at the end of the financial year are between 2.8% to 4.8% (2007: 2.4% to 5.2%).

Deposits, cash and bank balances are denominated in the following currencies:

2008 2007 RM’000 RM’000

RM 881,116 936,514 USD 77,440 103,842 HKD 25,069 33,751 Others 3,206 1,558

986,831 1,075,665

24 PayaBles

2008 2007 RM’000 RM’000

Current

Trade payables and accruals 454,880 402,218 Other payables and accruals 386,584 395,572 Amounts due to investment accounted for using the equity method 46 34 Amounts due to related parties 48,683 33,376 Unearned revenue 132,579 100,887

1,022,772 932,087

24 PayaBles (cOnt’D.)

2008 2007 RM’000 RM’000

Non-current Trade payables and accruals 155,357 191,603 Amounts due to investment accounted for using the equity method 329 325 Amounts due to related parties 14,511 13,320

170,197 205,248

Credit terms granted by vendors generally range from zero to 90 days. Vendors of set-top boxes have granted extended payment terms of 24 months (“vendor financing”) on a Letter of Credit (“LC”), Usance Letter of Credit Payable at Sight (“ULCP”) and also Promissory Notes (“PN”) basis to the Group as set out below:

(i) Interest is charged for LC at two year USD swap rate calculated at 700 days from invoice date and/or twenty-four month SIBOR (as defined in the agreement) + 1.5% per annum calculated at 725 days from delivery date.

(ii) Interest is charged for ULCP at the USD LIBOR or Ringgit Cost of Fund + 0.5% per annum calculated at 360 or 365 days respectively from delivery date.

(iii) Interest is charged for PN at the USD LIBOR or Ringgit Cost of Fund + 0.5% per annum calculated at 360 or 365 days respectively from issuance date.

The effective interest rates at the end of the financial year range between 4.3% and 6.6% (2007: 3.6% and 6.7%) per annum.

Total payables (excluding unearned revenue) were denominated in the following currencies:

2008 2007 RM’000 RM’000

RM 860,876 487,497 USD 162,631 256,863 INR 1,895 246,748 EURO 1,046 18,294 HKD 20,083 12,046 Others 13,859 15,000

1,060,390 1,036,448


31 January 2008


25 BOrrOwinGs

2008 2007 RM’000 RM’000

Current

Bank loan (secured) (a) 3,914 1,825

Finance lease liabilities (not later than 1 year) (b) 17,240 26,484

USD Facilities (unsecured) (c) 465 –

21,619 28,309

Non-current

Finance lease liabilities (b)

Later than 1 year but not more than 5 years 119,852 –

Later than 5 years 454,800 –

574,652 –

USD Facilities (unsecured) (c) 190,300 –

764,952 –

786,571 28,309

Total borrowings are denominated in the following currencies:

RM 591,892 26,484

USD 190,765 –

Others 3,914 1,825

786,571 28,309

The effective interest rates for borrowings at the end of the financial year range between 4.3% to

13% (2007: 9.1% to 9.7%) per annum.

(a) Bankloan(secured)

Standby letters of credit have been provided as security for the bank loan.

25 BOrrOwinGs (cOnt’D.)

(b) Financeleaseliabilities

Finance lease liabilities include the lease of transponders on the Malaysia East Asia Satellite 3

from MEASAT Satellite Systems Sdn Bhd, a related party.

The following is a summary of the minimum lease payments: 2008 2007 RM’000 RM’000

Minimum lease payments:

Not later than 1 year 52,695 27,772

Later than 1 year and not more than 5 years 247,163 –

Later than 5 years 593,041 –

892,899 27,772

Future finance charges on finance lease (301,007) (1,288)

Present value of lease rental obligation 591,892 26,484

The finance lease liabilities are effectively secured as the rights of the leased asset revert to

the lessor in the event of default.

(c) USD300millionGuaranteedTermandRevolvingFacilities

This is in respect of USD300 million Guaranteed Term and Revolving Facilities secured on 18

October 2004 (“USD Facilities”) comprising Tranche A (USD150 million), Tranche B (USD75

million) and Tranche C (USD75 million). Tranche A of the USD Facilities lapsed on 18 April

2007. On 14 December 2007, the facility documentation was amended and the guarantees

provided by MEASAT Broadcast Network Systems Sdn Bhd and Airtime Management and

Programming Sdn Bhd were released. With the amendment, (i) a total of USD4.9 million out

of the USD150 million was terminated following one lender’s non-consent to the amendments

leaving a balance USD145 million available for reimbursing debt settlement and/or financing

general corporate purposes and working capital of the Company and its subsidiaries and

(ii) the availability of the balance USD Facilities is subject to annual extension up to the final

maturity dates of 18 October 2009 (USD100 million) and 18 October 2010 (USD45 million).


31 January 2008


25 BOrrOwinGs (cOnt’D.)

(d) Syndicatedtermandrevolvingfacilities

Subsequent to the financial year, the Company’s wholly-owned subsidiary, ASTRO Global

Ventures (L) Ltd had on 7 March 2008 entered into a syndicated term and revolving facilities

(“Facilities”) agreement arranged by Citibank Malaysia (L) Limited and DBS Bank Ltd.

The Facilities comprise commitments in US Dollars which are guaranteed by the Company and

a proposed Ringgit term loan facility to be obtained by the Company, aggregating up to a sum

of USD300 million. The Facilities have a tenure of 5 years from the date of the agreement and

can be utilised to meet the Group’s funding requirements and general working capital.

26 share caPital

2008 2007 RM’000 RM’000

Authorised

Ordinary shares of 10p each

At beginning/end of financial year

(3,000,000,000 ordinary shares) 1,851,000 1,851,000

Redeemable preference shares (“RPS”) and

redeemable convertible preference shares (“RCPS”)

RPS of GBP1.00 each (49,998 RPS) – 299

Series I RCPS of 1p each (53,947,368 RCPS) – 3,296

Series II RCPS of 1p each (103,947,368 RCPS) – 6,352

– 9,947

26 share caPital (cOnt’D.)

On 26 July 2007, pursuant to shareholders’ approval at the EGM, the authorised share capital of the

Company has been amended from GBP301,628,945 divided into 3,000,000,000 ordinary shares of

10p each, 49,998 RPS of GBP1.00 each, 53,947,368 Series I RCPS of 1p each and 103,947,368

Series II RCPS of 1p each to GBP300,000,000 divided into 3,000,000,000 ordinary shares of

10p each.

2008 2007 RM’000 RM’000

Issuedandfullypaid


At beginning of financial year

(1,932,776,161 (2007: 1,927,332,461) ordinary shares) 1,199,194 1,195,432

Shares issued pursuant to exercise of share options

(1,256,400 (2007: 5,443,700) ordinary shares) 855 3,762

At end of financial year (1,934,032,561 (2007: 1,932,776,161)

ordinary shares) 1,200,049 1,199,194

The issue of shares related to amounts issued through the employee share option schemes for a

cash consideration of RM4,841,000 (2007: RM20,381,000).

27 share-BaseD Payment

2003EmployeeShareOptionScheme (“ESOS”)and2003ManagementShare IncentiveScheme(“MSIS”)(collectivelythe“Schemes”)

The Company’s ESOS and MSIS came into effect on 22 October 2003 for a period of 10 years.

These Schemes are governed by the 2003 Bye-Laws, which were approved by the Board of

Directors and Shareholders of the Company on 29 September 2003.


31 January 2008


27 share-BaseD Payment (cOnt’D.)

2003EmployeeShareOptionScheme (“ESOS”)and2003ManagementShare IncentiveScheme(“MSIS”)(collectivelythe“Schemes”)(Cont’d.)

The main features of the ESOS and MSIS are as follows:

• The total number of shares which may be issued by the Company shall not exceed in aggregate

10% of the Company’s issued and fully paid share capital at any time during the existence of

these Schemes.

• The total number of shares which may be issued under options granted under these Schemes

to executive Directors and members of senior management of the Company and its subsidiaries

shall not exceed in aggregate 50% of the shares available under these Schemes.

• The total number of shares which may be issued under options granted under these Schemes

to any employee who, either singly or collectively through his/her associates, holds 20% or more

in the issued and fully paid share capital of the Company shall not exceed in aggregate 10% of

the shares available under these Schemes.

• Subject to the discretion of the Board, any employee (including an executive director) shall be

eligible to participate in the ESOS.

• The option price under the ESOS and MSIS initial grant is the price at which a share was

subscribed for by a retail investor under the IPO.

• The option price under the ESOS and MSIS for any subsequent grant, is the weighted average of

the market price quotation of shares for the five market days immediately preceding the date on

which the option is granted less, if the Board of Directors shall so determine at their discretion

from time to time, a discount of not more than 10% or the par value of a share, whichever is

higher.

• Details of the share option eligibility criteria may be obtained by the employees from the Human

Resource Division.

• No option shall be granted pursuant to these Schemes on or after the tenth anniversary of the

date on which these Schemes shall become effective, and no awards granted prior to such tenth

anniversary may extend beyond that.



The movement of the number of share options outstanding and their related weighted average exercise prices are as follows:

2008 2007

Average Average exercise exercise price price pershare Number pershare Number RM ofoptions RM ofoptions

GroupandCompany

ESOS

At beginning of financial year 4.44 74,713,350 4.40 50,834,800 Granted 4.31 26,162,550 4.43 34,768,450 Forfeited 4.43 (13,529,034) 4.65 (5,446,200) Exercised 3.85 (1,256,400) 3.74 (5,443,700)

At end of financial year 4.41 86,090,466 4.44 74,713,350

Exercisable at end of period 4.43 41,188,066 4.18 21,284,440

GroupandCompany

MSIS

At beginning of financial year 3.72 7,843,400 3.72 7,933,400 Forfeited 3.69 (1,459,340) 4.10 (90,000)

At end of financial year 3.73 6,384,060 3.72 7,843,400

Exercisable at end of period 3.73 6,384,060 – –

ESOS

The share options granted give the option holders the right to purchase the shares of the Company and will expire on 21 October 2013. The share options vest over a timeline as stipulated in the ESOS Letter of Offer and criteria stated therein. The weighted average share price of the ESOS exercised during the financial year was RM4.13 (2007: RM4.93).


31 January 2008




ESOS(Cont’d.)

The options over ordinary shares of the Company outstanding under the ESOS as at end of financial years, consist of the following:

Exercise Numberofoptionsover Dategranted price Vestingperiod ordinaryshares RM 2008 2007

22 October 2003 3.65 22 October 2004 – 2006 9,341,400 10,312,200 30 January 2004 3.96 30 January 2005 – 2007 230,700 259,200 30 April 2004 4.75 30 April 2005 – 2007 559,880 622,900 19 May 2004 4.40 19 May 2005 – 2007 498,800 498,800 30 July 2004 4.10 30 July 2005 – 2007 265,500 299,300 30 October 2004 4.59 30 October 2005 – 2007 259,600 277,100 30 January 2005 5.13 30 January 2006 – 2008 209,800 228,900 11 March 2005 4.80 11 March 2006 – 2008 752,000 752,000 1 April 2005 4.70 1 April 2006 – 2008 21,814,534 23,563,800 30 April 2005 4.76 30 April 2006 – 2008 1,393,000 1,590,900 1 August 2005 5.13 1 August 2006 – 2008 1,031,500 1,107,200 24 October 2005 4.78 24 October 2006 – 2008 20,000 20,000 30 October 2005 4.78 30 October 2006 – 2008 1,104,600 1,138,800 31 January 2006 4.40 31 January 2007 – 2009 732,952 843,700 30 April 2006 4.13 30 April 2007 – 2009 1,532,050 1,583,750 8 May 2006 4.17 8 May 2007 – 2009 720,000 720,000 30 July 2006 4.22 30 July 2007 – 2009 1,563,800 2,202,800 9 October 2006 5.00 1 February 2007 – 2010 750,000 – 31 October 2006 4.48 31 October 2007 – 2009 1,375,900 – 1 November 2006 4.48 1 November 2007 – 2009 23,765,700 28,692,000 30 January 2007 4.94 30 January 2008 – 2010 1,132,300 – 1 February 2007 5.44 30 April 2008 – 2011 6,000,000 – 30 April 2007 4.26 30 April 2008 – 2010 2,180,750 – 29 June 2007 4.13 29 July 2008 – 2010 1,477,800 – 30 July 2007 3.71 30 July 2008 – 2010 2,236,300 – 30 October 2007 3.06 30 October 2008 – 2010 5,141,600 –

86,090,466 74,713,350



MSIS

The share options granted give the option holders the right to purchase the shares of the Company

and will expire on 21 October 2013. A substantial number of the shares options vested on 30 April

2007 and are exercisable from 22 October 2007.

The options over ordinary shares of the Company outstanding under the MSIS as at end of financial

years, consist of the following:

Numberofoptionsover Dategranted Exerciseprice Vestingdate ordinaryshares RM 2008 2007

22 October 2003 3.65 30 April 2007 5,874,750 7,277,500

30 April 2004 4.75 30 April 2007 356,310 395,900

30 July 2004 4.10 30 April 2007 81,000 90,000

30 October 2004 4.59 30 April 2007 72,000 80,000

6,384,060 7,843,400

The Group incurred a charge of RM25,266,000 (2007: RM23,060,000) in respect of share-based

payments to eligible employees within the Group. Included in this amount was the Parent Company’s

charge of RM5,079,000 (2007: RM3,330,000). The remaining amount of RM20,187,000 (2007:

RM19,730,000) was recharged to respective subsidiaries within the Group.

The weighted average fair value of options granted during the period was determined using the

Binomial valuation model. Key inputs and assumptions used to estimate the fair value of the share

option includes the weighted average share price at the grant date, average risk free interest rate,

weighted average expected dividend yield, exercise prices and the standard deviation of expected

share price returns. The standard deviation of expected share price returns is based on statistical

analysis of weekly closing share prices from 31 October 2003 to 27 July 2007.


31 January 2008




Inputs into the model: 2008 2007

Average Exercise price RM4.31 RM4.43

Weighted average grant date share price RM4.13 RM4.94

Weighted average fair value of option RM1.03 RM1.18

Average risk free rate 4.35% 4.35%

Weighted average expected dividend yield 3.69% 2.13%

Expected volatility 21.04% 19.30%

Options granted under the ESOS and MSIS schemes do not carry any dividend or voting rights prior

to the exercise of the options and will be subject to the provisions of the Memorandum and Articles

of Association. Upon the exercise of the options, shares issued shall rank pari passu in all respects

with existing ordinary shares of the Company.

28 share Premium (nOn-DistriButaBle)

2008 2007 RM’000 RM’000

Premium on ordinary shares of 10p each


Premium on issuance of ordinary shares:

– pursuant to exercise of share options 3,986 16,619


29 merGer reserve (nOn-DistriButaBle)

The merger reserve arose from the Company’s business combination with ASTRO Overseas Limited

(“AOL”) prior to the introduction of IFRS 3 - ‘Business Combinations’. The merger reserve represents

the excess of the value of the share capital of AOL acquired of RM1,242,875,000 over the nominal

value of shares of the Company being issued of RM724,429,000.

30 minOrity interests

2008 2007 RM’000 RM’000


Dilution of equity interest in a subsidiary 1,462 233

Share of net losses (5,712) (9,168)

Currency translation differences (9) –


31 financial instruments

(a) Creditrisk

The Group is exposed to credit risk arising from the financial assets of the Group, which

comprise receivables, cash and cash equivalents and derivative financial instruments.

Tradereceivables

Concentration of credit risk with respect to trade receivables are limited due to the Group’s

large number of customers. The Directors believe that there is no additional credit exposure

above the amounts provided.


31 January 2008


31 financial instruments (cOnt’D.)

(a) Creditrisk(Cont’d.)

Tradereceivables(Cont’d.)

The credit quality of trade receivables that were neither past due nor impaired as at the

balance sheet date, can be assessed by reference to historical information relating to

counterparty default rates: 2008 2007 RM’000 RM’000

Customers with no defaults in the past 72,812 82,598

Customers with some defaults in the past (all defaults

were fully recovered) 111,898 63,506

184,710 146,104

As at 31 January 2008, the analysis of the age of trade receivables that were past due but not

impaired is as follows:

Pastduebutnotimpaired

Not Between Between Between

laterthan 31and60 61and90 91and120 Over 30days days days days 120days Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

As at 31

January

2008 6,027 37,421 18,645 14,335 18,469 94,897

As at 31

January

2007 4,986 34,064 8,461 13,646 18,150 79,307


(a) Creditrisk(Cont’d.)

Otherfinancialassets

With respect to credit risk arising from the other financial assets of the Group, the Group’s

exposure to credit risk arises from default of the counterparty, with a maximum exposure

equal to the carrying amount of these instruments.

In addition, a majority of the Group’s deposits are placed with financial institutions with strong

short-term credit rating in Malaysia.

(b) Liquidityrisk

The table below summarises the maturity profile of the Group’s financial liabilities (borrowings

and payables, excluding unearned revenue) at 31 January 2008 based on contractual

undiscounted payments: Between Within 1and5 Over Ondemand 1year years 5years Total RM’000 RM’000 RM’000 RM’000 RM’000

At31January2008

Borrowings – 57,074 437,463 593,041 1,087,578 Payables 195,534 702,924 177,207 10 1,075,675 Derivative financial

instruments

– financial liabilities – 140 – – 140

195,534 760,138 614,670 593,051 2,163,393

At31January2007

Borrowings – 29,597 – – 29,597

Payables 169,276 667,643 215,355 2 1,052,276

169,276 697,240 215,355 2 1,081,873


31 January 2008



(c) Marketrisk

Foreigncurrencysensitivity

The following table demonstrates the sensitivity to a reasonably possible change in the

United States Dollar (“USD”) exchange rate, with all other variables held constant, of the

Group’s profit before taxation. The sensitivity analysis includes outstanding foreign currency

denominated monetary items and adjusts their translation at the year end for a 10% change

in the exchange rate.

Increase/ Effecton decreasein profitbefore Effecton USDrate tax equity RM’000 RM’000

2008 +10% (51,239) 497 –10% 51,239 (497)

2007 +10% (27,667) –

–10% 27,667 –

Interestratesensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest

rates, with all other variables held constant, of the Group’s profit before taxation. The

sensitivity analysis is determined based on the impact on floating rate financial instruments at

the balance sheet date.

Increase/ Effecton decreasein profitbefore Effecton basispoints tax equity RM’000 RM’000

2008 +100 (404) – –100 404 –

2007 +100 (222) 5,254

–100 222 (5,254)


(d) Capitalriskmanagement

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns to shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The capital structure of the Group consists of borrowings, cash and cash equivalents and total equity, comprising issued share capital, reserves and minority interests, as follows:

2008 2007 RM’000 RM’000

Total borrowings 786,571 28,309 Less: cash and cash equivalents (986,831) (1,075,665)

(200,260) (1,047,356) Total equity 1,620,435 1,847,385

Total capital 1,420,175 800,029

The Group will balance its overall capital structure through the payment of dividends, new share issues as well as the issue of new debt or the repayment of existing borrowings.

No changes were made in the objectives, policies or processes during the year ended 31 January 2008.

(e) Fairvalues

The carrying amounts of the Group’s financial assets and liabilities at the balance sheet date approximate their fair values except as set out below:

2008 2007

Carrying Carrying amounts Fairvalue amounts Fairvalue RM’000 RM’000 RM’000 RM’000

Fixedratefinancialliabilities whicharedenominated inRM

Finance lease facilities 591,892 577,412 26,484 26,484

The interest on non-current payables and borrowings are charged on a floating rate basis and hence the carrying amounts approximate their fair values at the respective balance sheet dates.


31 January 2008


32 siGnificant relateD Party DisclOsures

The Group has a number of related party transactions and the Group’s policy is, where practicable,

to agree terms with the related parties which are similar to those that would be available if the

transaction was contracted with a third party.

The Group has entered into a variety of related party transactions with companies directly or

indirectly controlled by or associated with Usaha Tegas Sdn. Bhd. (“UTSB”) as well as companies

or entities directly or indirectly controlled by or associated with Ananda Krishnan Tatparanandam or

in which he is deemed to have an interest, both of whom are deemed substantial shareholders of

the Company. UTSB is ultimately controlled by the trustee of a discretionary trust, the beneficiaries

of which are members of the family of Ananda Krishnan Tatparanandam and foundations including

those for charitable purposes (“the Trust”).

The principal companies associated with UTSB are Tanjong Public Limited Company (“Tanjong”) and

Maxis Communications Berhad (“Maxis”). MAI Holdings Sdn. Bhd. is ultimately controlled by Ananda

Krishnan Tatparanandam.

Relatedparties Relationship

Kristal-Astro Sdn. Bhd. Associate of the Company

AETN All Asia Networks Pte Ltd Jointly controlled entity of the Company

Maxis Broadband Sdn. Bhd. Subsidiary of Maxis

Malaysian Mobile Services Sdn. Bhd. Subsidiary of Maxis

UTSB Management Sdn. Bhd. Subsidiary of UTSB

SRG Asia Pacific Sdn. Bhd. Subsidiary of UTSB

MEASAT Satellite Systems Sdn. Bhd. Subsidiary of MAI Holdings Sdn. Bhd.

Yes Television (Hong Kong) Limited Yes TV is a substantial shareholder of two subsidiaries

in the Group. Two of Yes TV’s directors are also directors

in these subsidiaries.

32 siGnificant relateD Party DisclOsures (cOnt’D.)

The following significant transactions were carried out with related parties:

(a) Sales of goods and services 2008 2007 RM’000 RM’000

Malaysian Mobile Services Sdn. Bhd.

(Multimedia and interactive sales and other services) 12,149 11,582

Maxis Broadband Sdn. Bhd.

(Multimedia and interactive sales and other services) 3,540 2,888

Kristal-Astro Sdn. Bhd.

(Set-top box sales, sales of programme rights, technical

support and other services) 4,459 9,067

AETN All Asia Networks Pte Ltd

(Playout channel service fee, subtitling and other services) 2,989 –

(b) Purchases of goods and services

UTSB Management Sdn. Bhd.

(Personnel, strategic, consultancy and support services) 15,122 15,076

Yes Television (Hong Kong) Limited

(Personnel, strategic, consultancy and support services) 5,663 6,763

Maxis Broadband Sdn. Bhd.

(Telecommunication services and other charges) 12,808 10,070

SRG Asia Pacific Sdn. Bhd.

(Interaction call center services) 14,104 10,725

MEASAT Satellite Systems Sdn. Bhd. (“MSS”)

(Expenses and payment related to finance lease, rental

and other charges) 78,645 26,666

AETN All Asia Networks Pte Ltd

(Turnaround channel transmission rights and

playout channel service deposit) 8,626 –


31 January 2008



(b) Purchases of goods and services (Cont’d.)

Interactioncallcentreservices

Interaction call centre services are charged based on terms and conditions negotiated and

agreed by the parties.

Expensesrelatedtofinanceleases

The amounts payable to MSS represent interest, executory and related costs arising from the

lease of the transponders from MSS (refer to Note 25 (b)).

(c) Others 2008 2007 RM’000 RM’000

MEASAT Satellite Systems Sdn. Bhd.

(Deposit and advance payment for lease of

satellite transponders) – 31,994

(d) Year end balances arising from significant sales/purchases of goods and services

Receivablefromrelatedparties

Malaysian Mobile Services Sdn. Bhd. 7,226 8,166

Maxis Broadband Sdn. Bhd. 1,567 1,274

Kristal-Astro Sdn. Bhd. 1,369 2,436

AETN All Asia Networks Pte Ltd 6,028 –

Payabletorelatedparties

UTSB Management Sdn. Bhd. 23,001 3,017

Yes Television (Hong Kong) Limited 2 31

Maxis Broadband Sdn. Bhd. 2,483 2,568

SRG Asia Pacific Sdn. Bhd. 5,087 3,025

MEASAT Satellite Systems Sdn. Bhd. 3,400 3,954

AETN All Asia Networks Pte Ltd 8,626 –


(e) Key management personnel’s remuneration and emoluments excluding Directors:

2008 2007 RM’000 RM’000

Salaries and short term employee benefits 13,350 10,433


Share-based payments 3,023 602

16,926 11,611

Key management personnel comprise of members of the senior management team who are

directly responsible for the financial and operating policies and decisions of the Group and

Company.

Directors’ remuneration and emoluments are disclosed in Note 8.

33 cOmmitments

(a) Capitalcommitments

Capital commitments approved and contracted for at the balance sheet date but not

recognised in the financial statements are as follows:

2008 2007 RM’000 RM’000

Capital expenditure 72,976 43,004

Investment in an associate 16,057 17,351

Investment in Sun Direct TV (note 16) 355,380 –

Finance lease commitments 235,690 –

680,103 60,355


31 January 2008


33 cOmmitments (cOnt’D.)

(a) Capitalcommitments(Cont’d.)

Capitalcommitmentforinvestmentinanassociate

The capital commitment for investment in TVB Publishing Holding Limited (“TVBPH”) relates to the remaining payment for uncalled ordinary share capital following the acquisition on 20 August 2003 of an additional 10% of the issued ordinary share capital (of which 7.9% has been fully paid) (“Uncalled Shares”). Subject to meeting certain requirements, these payments are to be settled in four tranches of HKD9,675,000 each, two of which were due for payment on 30 September 2004 and another two on 30 June 2005. As at 31 January 2008, the Group was negotiating for the deferment of the payments.

The Uncalled Shares rank pari passu in all respect with the existing shares except that the Uncalled Shares shall be credited when paid and voting rights shall accrue in proportion to the amounts paid and dividends shall be apportioned and paid pro-rata according to the amounts paid on the Uncalled Shares. The shareholding in TVBPH will increase from 26.3% (2007: 26.3%) to 30.0% upon the full payment of the Uncalled Shares.

(b) Programmingcommitments

The Group has the following contracted film library and programme rights at the balance sheet

date which has not been recognised in the financial statements:

2008 2007 RM’000 RM’000

Film library and programme rights 126,081 174,363

33 cOmmitments (cOnt’D.)

(c) Operatingleasecommitments(non-cancellable)

The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

2008 2007 RM’000 RM’000

Not later than 1 year 7,113 5,774 Later than 1 year and not more than 5 years 5,895 6,632 Later than 5 years 9,580 11,054

22,588 23,460

34 cOntinGent liaBilities

The Group have provided guarantees to third parties amounting to RM1,648,000 (2007:

RM2,381,000) in respect of licence fees in subsidiaries.

Guarantees of RM30,986,000 were provided to third parties in respect of working capital facilities

secured by associates in the previous financial year.

35 siGnificant POst Balance sheet events

There were no significant post balance sheet events as at 23 April 2008, except for as disclosed in

Note 16 (b) and Note 25 (d).


31 January 2008


36 suBsiDiaries

All of the subsidiaries have been included in the consolidated financial statements. Details of principal subsidiaries are shown below:

Countryof Class Effectiveinterest Nameofsubsidiary incorporation ofshares 2008 2007 Principalactivities % %

DirectlyheldbytheCompany

ASTRO Overseas Limited (“AOL”) Bermuda Ordinary 100 100 Investment holding

MEASAT Broadcast Network Systems Sdn. Bhd. (“MBNS”) Malaysia Ordinary 100 100 Providing Direct-to-Home satellite broadcasting services

MEASAT Publications Sdn. Bhd. (“MPUB”) Malaysia Ordinary 100 100 Magazine publication and distribution

ASTRO Shaw Sdn. Bhd. (“ASSB”) Malaysia Ordinary 100 100 Production and distribution of films

MBNS Multimedia Technologies Sdn. Bhd. Malaysia Ordinary 100 100 Research and development of multimedia related technologies

Multimedia Interactive Technologies Sdn. Bhd. (“MMIT”) Malaysia Ordinary 100 100 Development and licensing of multimedia and interactive applications

Radio Advertising and Programming Systems Sdn. Bhd. Malaysia Ordinary – 100 Investment holding

(Dissolved on 2 November 2007) (Note 36(ii))

MEASAT Radio Communications Sdn. Bhd. Malaysia Ordinary 100 100 Operation of commercial radio broadcasting stations

Maestra Broadcast Sdn. Bhd. Malaysia Ordinary 100 100 Operation of commercial radio broadcasting stations

Hotspotz.Com Sdn. Bhd. Malaysia Ordinary 100 100 Multimedia and interactive advertising

Airtime Management and Programming Sdn. Bhd. (“AMP”) Malaysia Ordinary 100 100 Management of commercial radio broadcasting stations, content and

programming provider and provision of multimedia and advertising agency

services

Radio Lebuhraya Sdn. Bhd. (“RLSB”) Malaysia Ordinary 100 100 Establish, operate and maintain a radio broadcasting station

Astro Global Ventures (L) Ltd Malaysia Ordinary 100 – Undertaking corporate exercise


31 January 2008


36 suBsiDiaries (cOnt’D.)


SubsidiariesheldbyAOL

All Asia Radio Technologies Limited (“AART”) Hong Kong Ordinary 100 100 Investment holding and engaging in radio broadcasting and provision of

programming, operation of radio stations, airtime sales and marketing and its

related activities.

ASTRO All Asia Entertainment Networks Limited (“AAAE”) Hong Kong Ordinary 100 100 Investment holding

ASTRO Nusantara International B.V. Netherlands Ordinary 100 100 Investment holding

ASTRO Nusantara Holdings B.V. Netherlands Ordinary 100 100 Investment holding

All Asia Interactive Technologies (BVI) Ltd (“AAIT”) BVI Ordinary 100 100 Investment holding

ASTRO (Brunei) Sdn. Bhd. (“ABSB”) Malaysia Ordinary 100 100 Investment holding

MEASAT Broadcast Network Systems (BVI) Ltd BVI Ordinary 100 100 Investment holding

East Asia Entertainment (BVI) Ltd (“EAE”) BVI Ordinary 100 100 Investment holding

Digital Software Exports Ltd (“DSEL”) Mauritius Ordinary 100 100 Investment holding

ASTRO E.Com Ltd (“AECL”) Mauritius Ordinary 100 100 Investment holding

South Asia Software Technologies Ltd (“SAST”) Mauritius Ordinary 100 100 Investment holding

(formerly known as South Asia Radio Holdings Ltd)

Philippine Animation N.V. (“PANV”) Netherlands Antilles Ordinary 100 100 Investment holding

All Asia Multimedia Networks FZ-LLC United Arab Emirates Ordinary 100 100 Development and supply of multimedia products and services

South Asia Entertainment Holdings Ltd Mauritius Ordinary 100 100 Investment holding

SubsidiaryheldbyMBNS MEASAT Digicast Sdn. Bhd. (“Digicast”) Malaysia Ordinary 100 100 Letting of property and related services


31 January 2008




SubsidiariesheldbyASSB

Tayangan Unggul Sdn. Bhd. Malaysia Ordinary 100 100 Film production, acquisition, commissioning and distribution

Nusantara Films Sdn. Bhd. Malaysia Ordinary 100 100 Production, acquisition, commissioning and distribution of films

SubsidiariesheldbyAMP

DVR Player.Com Sdn. Bhd. Malaysia Ordinary 100 100 Provision of radio services via internet

MAMBO Networks Sdn. Bhd. Malaysia Ordinary 100 100 Provision of multimedia and interactive services and products

SubsidiaryheldbySAST

Airtime Marketing & Sales India Private Limited India Equity 74 74 Provision of consultancy, support services and studio facilities in the media sector

SubsidiaryheldbyAECLandDSEL

ASTRO Network India Private Limited (“ASTRO Network India”)(1) India Equity 74 74 Internet service provider business

SubsidiaryheldbyEAE

Celestial Entertainment Holdings Limited (“CEHL”) Hong Kong Ordinary 100 100 Investment holding

SubsidiaryheldbyCEHL

Celestial Pictures Limited (“CPL”) Hong Kong Ordinary 100 100 Film licensing and distribution

SubsidiariesheldbyCPL

Celestial Movie Channel Limited (“CMCL”) Hong Kong Ordinary 100 100 Distribution of movie channel

Celestial Filmed Entertainment Limited (“CFEL”) Hong Kong Ordinary 100 100 Film licensing and distribution

Celestial Enterprises Limited (“CEL”) Hong Kong Ordinary 100 100 Provision, licensing and distribution of television programme and channel

Celestial Productions Limited (“CPRL”) Hong Kong Ordinary 100 100 Film licensing and distribution

(1) Deemed effective interest via DSEL’s 49% equity interest in ASTRO Network India and AECL’s 49% direct equity interest in ASTRO E.Com India Private Limited, which holds 51% equity interest in ASTRO Network India.


31 January 2008




SubsidiariesheldbyCMCL

Tian Ying Movie Channel Limited Hong Kong Ordinary 100 100 Distribution of movie channel

Celestial Television Networks Limited United Kingdom Ordinary 100 100 Distribution of movie channel

SubsidiariesheldbyCFEL

Celestial Filmed Entertainment Inc United States Common 100 100 Film licensing and distribution

of America stock

SubsidiariesheldbyCEL

Beijing Celestial Channel Consulting Limited The People’s Ordinary 100 100 Provision of marketing and consulting services

Republic of China

Global Entertainment and Management Systems BVI Ordinary 100 100 Investment holding

(BVI) Ltd (“GEMS”)

SubsidiariesheldbyPANV

Philippine Animation Studio, Inc Philippines Ordinary 95.45 95.45 Producing, processing and exporting animated motion pictures and related

products and providing allied services

Pacific Digital Animation N.V. (“PDA”) Netherlands Antilles Ordinary 100 100 Studio management and holder of film properties rights

Pacific Digital Inc Philippines Ordinary 100 100 Producing, processing and exporting animation films and related products and

providing allied services

SubsidiaryheldbyAAIT

Plus Interactive Asia Limited Hong Kong Ordinary 75 75 Aggregation and distribution of content over broadband, providing web portal

outsourcing services and providing consultancy services


31 January 2008




SubsidiariesheldbyAAAE

ASTRO Awani Network Ltd (“Awani”) (formerly known Mauritius Ordinary 80 80 Creation, production, acquisition, aggregation and syndication digital

as ASTRO Broadcast Corporation Ltd) multimedia programming content in the form of television and radio

programmes and channels for distribution across Asia Pacific markets

ASTRO Ceria Network (BVI) Ltd (formerly known as BVI Ordinary 100 100 Content creation and aggregation of kids channel

All Asia Programming Systems (BVI) Ltd)

ASTRO Aruna Network (BVI) Ltd (formerly known as BVI Ordinary 50 100 Content creation and aggregation of sinetron channel

All Asia Broadcast Networks Ltd) (Note 36(iv))

ASTRO Kirana Network (BVI) Ltd (formerly known BVI Ordinary 100 100 Content creation and aggregation of movie channel

as ASTRO Asia Pacific Broadcast Ltd)

ASTRO Xpresi Network (BVI) Ltd (formerly known BVI Ordinary 100 100 Content creation and aggregation of music/lifestyle channel

as All Asia Television Broadcast (BVI) Ltd)

Global Sports Entertainment S.à r.l. (“GSE”) (Note 36(i)) Luxembourg Ordinary 100 100 Investment holding

Goal TV Asia Limited (“Goal TV”) (Note 36(i)) Mauritius Ordinary 51 51 Channel licensing and distribution

ASTRO Entertainment Sdn. Bhd. (“AESB”) Malaysia Ordinary 100 100 Creation, aggregation and distribution of content

South Asia Creative Assets Ltd Mauritius Ordinary 100 – Investment holding

SubsidiaryheldbyPDA

Philippine Animators Group, Inc Philippines Ordinary 100 100 Producing, processing and distributing animation films and related products

and providing allied services


31 January 2008




SubsidiariesheldbyAART

East Asia Radio Technologies Limited Hong Kong Ordinary 100 100 Designing, producing and disseminating advertisements and acting as

advertising sales agent

Nusantara Radio Holdings Limited Hong Kong Ordinary 100 100 Investment holding

South Asia Multimedia Technologies Ltd Mauritius Ordinary 100 100 Investment holding

All Asia Radio Technologies Media and Sales Sdn. Bhd. Malaysia Ordinary 100 – Airtime sales marketing and trading, media training and media research

SubsidiariesheldbyAESB

ASTRO Productions Sdn. Bhd. (“APRD”) (Note 36(iii)) Malaysia Ordinary 100 100 Production and distribution of television drama programmes

Maestro Talent and Management Sdn. Bhd. (“MTAM”) (Note 36(iii)) Malaysia Ordinary 100 100 Development and management of new talent in entertainment and broadcast

industry and music recording

Nusantara Seni Karya Sdn. Bhd. (“NSK”) (Note 36(iii), (iv)) Malaysia Ordinary 51 100 Production and distribution of specialised products

The following significant transactions occurred during the current financial year:

(i) The following subsidiaries were transferred within the Group as part of the Group’s internal restructuring plan, gearing towards the consolidation of investments in international content development and

aggregation of business:

NameofSubsidiary Transferfrom Transferto DateofTransfer

Goal TV AOL AAAE 31 March 2006

GSE AOL AAAE 31 March 2006

(ii) RAPS was dissolved by way of a member’s voluntary winding up on 2 November 2007.


31 January 2008



(iii) The following subsidiaries were transferred within the Group as part of the Group’s internal restructuring plan, undertaken for the purpose of consolidating business activities related to television content under a

single entity namely AESB and to facilitate management direction and accountability in growing the Group’s content business:

NameofSubsidiary Transferfrom Transferto DateofTransfer

APRD the Company AESB 13 June 2007

MTAM the Company AESB 13 June 2007

NSK APRD AESB 13 June 2007

(iv) Dilution of interest in subsidiaries

(a) NSK

On 23 August 2007, NSK allotted 3,250,000 ordinary shares of RM1 each, of which 1,535,000 shares were issued to ASTRO Entertainment Sdn Bhd, a wholly-owned subsidiary of the Group, and

1,715,000 shares were issued to PT Tripar Multivision Plus. Following the change, the Group’s equity interest in NSK was diluted from 100% to 51%.

(b) ASTRO Aruna Network (BVI) Ltd

On 2 November 2007, the equity interest held by the Group in ASTRO Aruna Networks (BVI) Ltd was diluted from 100% to 50% as a result of the allotment of 1 ordinary share of USD1 each to Sound

Space International Limited.

37 nOn-cash transactiOns

The principal non-cash transactions are as follows:

Financialyearended31January2008

(a) Advertising airtime sales in exchange for consumable items of RM4,266,000 and subsequent settlement of liabilities using these consumable items

(b) Barter magazine advertising sales of RM220,000

(c) Acquisition of property, plant and equipment by means of finance lease of RM638,890,000

Financialyearended31January2007

(a) Advertising airtime sales in exchange for consumable items of RM1,170,000 and subsequent settlement of liabilities using these consumable items


31 January 2008


COMPANYINCOMESTATEMENTFORTHEFINANCIALYEARENDED31JANUARY2008

Note 2008 2007 RM’000 RM’000

Revenue (i) 275,286 165,292Cost of sales – –

Gross Profit 275,286 165,292

Other operating income 1 2Marketing and distribution costs (12,707) (8,998)Administrative expenses (73,115) (48,871)

Profit from operations (ii) 189,465 107,425Finance income (net) (v) 20,150 48,778

Profit before taxation 209,615 156,203Taxation (vi) (3,211) (6,102)

Profit after taxation 206,404 150,101

COMPANYBALANCESHEETASAT31JANUARY2008

Note 2008 2007 RM’000 RM’000

Non-CurrentAssets

Property, plant and equipment (vii) 1,174 857Investments in subsidiaries (xxi) 9,090,533 8,885,474Intangible assets (viii) 4,736 2,059

9,096,443 8,888,390

CurrentAssets

Receivables and prepayments (ix) 1,164,791 637,567Derivative financial instruments (x) – 12,008Tax recoverable – 298Cash and cash equivalents (xi) 82,386 575,124

1,247,177 1,224,997

Company Financial Statements

COMPANYBALANCESHEETASAT31JANUARY2008(CONT’D.)

Note 2008 2007 RM’000 RM’000

CurrentLiabilities

Payables (xii) 6,444,760 6,582,375Borrowings (interest bearing) (xiii) 465 –Current tax liabilities 667 –

6,445,892 6,582,375

Net current liabilities (5,198,715) (5,357,378)

Non-CurrentLiabilities

Deferred tax liabilities (xiv) 10,679 11,658Borrowings (interest bearing) (xiii) 190,300 –

200,979 11,658

3,696,749 3,519,354

Equity

Capital and reserves attributable to equity holders of the Company:

Share capital (xv) 1,200,049 1,199,194Share premium (xvi) 31,629 27,643Hedging reserve – 12,008Other reserve 83,074 58,798Retained earnings 2,381,997 2,221,711

3,696,749 3,519,354

The accompanying notes on pages 115 to 124 form part of the company financial statements.

The significant accounting policies and critical accounting estimates and judgements of the Company are set out on pages 62 to 74.




COMPANYCASHFLOWSTATEMENTFORTHEFINANCIALYEARENDED31JANUARY2008

Note 2008 2007 RM’000 RM’000

CashFlowsFromOperatingActivities

Profit for the financial year 206,404 150,101

Intangible assets - amortisation (viii) 68 30

Property, plant and equipment (vii)

– Depreciation 247 128

– Impairment 5 –

Interest income (v) (33,707) (36,025)

RCPS yield (i) (22,800) (22,800)

Finance/Interest cost (v) 13,500 3,081

Value of employee services – share options (iv) 5,079 3,330

Taxation (vi) 3,211 6,102

Proceeds from interest rate swap contract (v) (9,648) (12,931)

Unrealised foreign exchange losses/(gains) (v) 13,216 (4,105)

175,575 86,911

Changes in working capital:

Receivables and prepayments (380,115) (364,216)

Payables (11,473) 26,037

Cash generated from operations (216,013) (251,268)

Income tax paid (3,225) (5,296)

Interest received 13,431 14,196

Net cash flow from operating activities (205,807) (242,368)

COMPANYCASHFLOWSTATEMENTFORTHEFINANCIALYEARENDED31JANUARY2008(CONT’D.)

Note 2008 2007 RM’000 RM’000

CashFlowsFromInvestingActivities

Advances to subsidiaries (349,169) (51,824)

Repayment from subsidiaries 55,997 517,428

Investment in subsidiaries – (150)

Purchase of property, plant and equipment (565) (428)

Acquisition of intangible assets (2,758) (63)

Net cash flow from investing activities (296,495) 464,963

CashFlowsFromFinancingActivities

Finance costs (12,264) (3,081)

Dividends paid (193,391) (106,043)

Proceeds from realisation of interest rate swap contract 9,648 11,264

Drawdown of borrowings 200,730 –

Issuance of shares pursuant to exercise of share options 4,841 20,381

Net cash flow from financing activities 9,564 (77,479)

Net(decrease)/increaseincashandcashequivalents (492,738) 145,116

Cashandcashequivalentsatbeginningoffinancialyear 575,124 430,008

Cashandcashequivalentsatendoffinancialyear (xi) 82,386 575,124

COMpANY FINANCIAL STATEMENTS


COMPANYSTATEMENTOFCHANGESINEQUITYFORTHEFINANCIALYEARENDED31JANUARY2008

Non-distributable

Share capital Share Hedging Other Retained (Notexv) premium reserve reserve earnings Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 February 2007 1,199,194 27,643 12,008 58,798 2,221,711 3,519,354 Cash flow hedge:

– fair value loss on hedging instrument – – (3,098) – – (3,098)– transfer to income statement – – (8,910) – – (8,910)

Net losses recognised directly in equity – – (12,008) – – (12,008)Profit for the year – – – – 206,404 206,404

Total recognised income and expense – – (12,008) – 206,404 194,396Share options:– proceeds from shares issued 855 3,986 – – – 4,841– value of employee services – – – 25,266 – 25,266– transfer upon exercise – – – (990) 990 –Winding up of a subsidiary – – – – 146,283 146,283Dividends – – – – (193,391) (193,391)

At 31 January 2008 1,200,049 31,629 – 83,074 2,381,997 3,696,749

At 1 February 2006 1,195,432 11,024 15,422 40,584 2,172,807 3,435,269

Cash flow hedge:– fair value gain on hedging instrument – – 4,906 – – 4,906– transfer to income statement – – (8,320) – – (8,320)

Net income recognised directly in equity – – (3,414) – – (3,414)Profit for the year – – – – 150,101 150,101

Total recognised income and expense – – (3,414) – 150,101 146,687Share options:– proceeds from shares issued 3,762 16,619 – – – 20,381– value of employee service – – – 23,060 – 23,060– transfer upon exercise – – – (4,846) 4,846 –Dividends – – – – (106,043) (106,043)

At 31 January 2007 1,199,194 27,643 12,008 58,798 2,221,711 3,519,354



NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008

(i) Revenue

Revenue comprises the following:

2008 2007 RM’000 RM’000

Dividend income 197,335 107,250 RCPS yield 22,800 22,800 Management fees 55,151 35,242

Revenue 275,286 165,292

(ii) Profitfromoperations

The following items have been charged in arriving at the profit from operations:

2008 2007 RM’000 RM’000

Amortisation of intangible assets 68 30 Depreciation of tangible fixed assets 247 128 Rental of building 1,935 1,703

Auditorsremuneration

PricewaterhouseCoopers LLP (“PwC”) are the Group’s external auditors for the financial year under review and are subject to re-appointment at the AGM. The aggregate fees for professional services rendered by PwC and its associates are detailed below:

2008 2007 RM’000 RM’000

Audit of parent company and consolidated financial statements 606 611 – under accrual in respect of prior year – 98 Fees payable to PwC and its associates for other services: – tax services 231 278 – services relating to corporate finance transactions – 434 – other services pursuant to legislation 34 34 – all other services* 1,490 1,140

2,361 2,595

* Includes quarterly reviews, other attestation services, project and advisory review/services

NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008(CONT’D.)

(iii) Directors’Remuneration 2008 2007 RM’000 RM’000

Fees 802 885

Salaries and emoluments 2,807 3,161

Share-based payment 384 1,331


4,346 5,815

Highest paid Director

– Salaries and emoluments 2,516 2,930

– Share-based payment 384 1,331

– Defined contribution plan 353 438

3,253 4,699

(iv) Employees(includingExecutiveDirector’sremuneration) 2008 2007 RM’000 RM’000

Wages and salaries 33,345 20,803

Employee benefits in kind 2,151 597

Social security costs 108 59

Share-based payment 5,079 3,330

Defined contribution plan 3,265 2,482

43,948 27,271

Recruiting costs 1,812 421

Staff training 2,191 323

47,951 28,015

The average number of persons employed by the Company was 158 (2007: 121).




(v) FinanceCostsAndFinanceIncome 2008 2007 RM’000 RM’000

Interest income 33,707 36,025

Realised foreign exchange gains/(losses) 3,511 (1,202)

Unrealised foreign exchange (losses)/gains (13,216) 4,105

Gain from interest rate swap contract 9,648 12,931

Finance income (gross) 33,650 51,859

Finance costs (gross) (13,500) (3,081)

Finance income (net) 20,150 48,778

(vi) Taxation 2008 2007 RM’000 RM’000

Current taxation:

– Current year (2,917) (5,833)

– Underaccrual in prior years (1,273) (50)

(4,190) (5,883)

Deferred taxation:

– Origination and reversal of temporary differences 552 (1,092)

– Change in Malaysian tax rate 427 873

(3,211) (6,102)


(vi) Taxation(Cont’d.)

A reconciliation of income tax expense applicable to profit before taxation at the Malaysian

statutory rate to income tax expense at the effective income tax rate of the Company is as follows:

2008 2007 RM’000 RM’000

Profit before taxation 209,615 156,203

Tax at Malaysian tax rate (54,500) (42,175)

Tax effect of:

Change in Malaysian tax rate 427 873

Expenses not deductible for tax purposes (10,123) (4,588)

Income not subject to tax 62,318 40,278

Under-accrual in respect of prior financial years (net) (1,333) (490)

Taxation charge (3,211) (6,102)

Malaysian income tax is calculated at the statutory rate of 26% (2007: 27%) of the estimated

assessable profit for the year. The Malaysian corporate tax rate is reduced from 26% to 25%

with effect from year of assessment 2009, the computation of deferred tax has been adjusted

accordingly to reflect such changes.




(vii) Property,PlantAndEquipment

Equipment,fixturesandfittings 2008 2007 RM’000 RM’000

At 1 February

Cost 1,478 816

Accumulated depreciation (621) (315)

Net book amount 857 501

Additions 565 428

Transfer from subsidiaries 4 56

Depreciation charge (247) (128)

Impairment (5) –

At 31 January 1,174 857

At31January

Cost 2,041 1,478

Accumulated depreciation (867) (621)

Net book amount 1,174 857

(viii) IntangibleAssets

Softwarecosts 2008 2007 RM’000 RM’000

At 1 February

Cost 2,126 2,063

Accumulated amortisation (67) (37)

Net book amount 2,059 2,026


(viii) IntangibleAssets(Cont’d.)

Softwarecosts(Cont’d.) 2008 2007 RM’000 RM’000

Additions 2,758 63

Amortisation charge (68) (30)

Transfer to subsidiaries (13) –

At 31 January 4,736 2,059

At31January

Cost 4,864 2,126

Accumulated amortisation (128) (67)

Net book amount 4,736 2,059

(ix) ReceivablesAndPrepayments 2008 2007 RM’000 RM’000

Other receivables 3,055 170,317

Amounts due from related parties 369 115

Amounts due from subsidiaries 1,154,653 446,659

Total net receivables 1,158,077 617,091

Prepayments 6,714 20,476

1,164,791 637,567

All amounts due from subsidiaries are unsecured, interest-free and have no fixed terms of

repayment.




(ix) ReceivablesAndPrepayments(Cont’d.)

Total net receivables were denominated in the following currencies: 2008 2007 RM’000 RM’000

RM 796,222 264,685

USD 283,145 332,518

Others 78,710 19,888

1,158,077 617,091

(x) DerivativeFinancialInstruments

2008 2007

Assets Liabilities Assets Liabilities RM’000 RM’000 RM’000 RM’000

Interest-rate swap – cash flow hedges – – 12,008 –

Interest-rateswap

The notional principal amounts of the outstanding interest rate swap contracts at 31 January

2008 was Nil (2007: RM525,375,000).

(xi) CashAndCashEquivalents

For the purposes of the cash flow statement, cash and cash equivalents comprise the following:

2008 2007 RM’000 RM’000

Deposits with licensed banks and financial institutions 81,831 573,087

Cash and bank balances 555 2,037

Cash and cash equivalents 82,386 575,124


(xi) CashAndCashEquivalents(Cont’d.)

Deposits of the Company have an average maturity of 11 days (2007: 21 days) for the financial

year.

The effective interest rates per annum on deposits for the Company as at the end of financial year

are between 2.7% to 4.6% (2007: 2.4% to 4.6%).

Deposits, cash and bank balances are denominated in the following currencies:

2008 2007 RM’000 RM’000

RM 13,270 547,266

USD 69,116 27,858

82,386 575,124

(xii) Payables 2008 2007 RM’000 RM’000

Other payables and accruals 15,562 131,150

Amounts due to related parties 3,641 2,814

Amounts due to subsidiaries 6,425,557 6,448,411

6,444,760 6,582,375

Total payables were denominated in the following currencies: 2008 2007 RM’000 RM’000

RM 6,406,565 6,440,980

INR 4,961 126,968

USD 26,682 10,062

Others 6,552 4,365

6,444,760 6,582,375




(xiii) Borrowings(unsecured) 2008 2007 RM’000 RM’000

Current 465 –

Non-current 190,300 –

190,765 –

The borrowing is in respect of the Company’s USD300m Guaranteed Term and Revolving Facilities

secured on 18 October 2004 (“USD Facilities”) comprise Tranche A (USD150m), Tranche B

(USD75m) and Tranche C (USD75m). Tranche A of the USD Facilities lapsed on 18 April 2007.

On 14 December 2007, the facility documentation was amended and the guarantees provided

by MEASAT Broadcast Network Systems Sdn Bhd and Airtime Management and Programming

Sdn Bhd were released. With the amendment, (i) a total of USD4.9m out of the USD150m was

terminated following one lenders’ non-consent to the amendments leaving a balance USD145m

available for reimbursing debt settlement and/or financing general corporate purposes and

working capital of the Company and its subsidiaries and (ii) the availability of the balance USD

Facilities is subject to annual extension up to the final maturity dates of 18 October 2009

(USD100m) and 18 October 2010 (USD45m).

The effective interest rates of the borrowings at the end of the financial year was 5.5% (2007:

Nil).


(xiv) DeferredTax Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off

current tax assets against current tax liabilities and when the deferred taxes relate to the same

tax authority. The following amounts, determined after appropriate offsetting, are shown in the

balance sheet: 2008 2007 RM’000 RM’000

Deferred tax liabilities (10,679) (11,658)

At beginning of financial year (11,658) (11,440)

(Charged)/credited to income statement:

– property, plant and equipment 18 (551)

– tax losses – (75)

– provisions and accruals 666 270

– interest receivable 295 138

979 (218)

At end of financial year (10,679) (11,658)

Deferred tax assets (before offsetting)

Provisions and accruals 1,209 543

Offsetting (1,209) (543)

Deferred tax assets (after offsetting) – –

Deferred tax liabilities (before offsetting)

Property, plant and equipment (553) (571)

Interest receivable (11,335) (11,630)

(11,888) (12,201)

Offsetting 1,209 543

Deferred tax liabilities (after offsetting) (10,679) (11,658)




(xv) ShareCapital 2008 2007 RM’000 RM’000

Authorised


At beginning/end of financial year (3,000,000,000 ordinary shares) 1,851,000 1,851,000

Redeemable preference shares (“RPS”) and redeemable convertible preference shares (“RCPS”)

RPS of GBP1.00 each (49,998 RPS) – 299 Series I RCPS of 1p each (53,947,368 RCPS) – 3,296 Series II RCPS of 1p each (103,947,368 RCPS) – 6,352

– 9,947

On 26 July 2007, pursuant to shareholders’ approval at the EGM, the authorised share capital of the Company has been amended from GBP301,628,945 divided into 3,000,000,000 ordinary shares of 10p each, 49,998 RPS of GBP1.00 each, 53,947,368 Series I RCPS of 1p each and 103,947,368 Series II RCPS of 1p each to GBP300,000,000 divided into 3,000,000,000 ordinary shares of 10p each.

2008 2007 RM’000 RM’000

Issuedandfullypaid


At beginning of financial year (1,932,776,161 (2007: 1,927,332,461) ordinary shares) 1,199,194 1,195,432 Shares issued pursuant to exercise of share options (1,256,400 (2007: 5,443,700) ordinary shares) 855 3,762

At end of financial year (1,934,032,561 (2007: 1,932,776,161) ordinary shares) 1,200,049 1,199,194

The share issues related to employee share option schemes with a cash consideration of RM4,841,000 (2007: RM20,381,000).


(xvi) SharePremium 2008 2007 RM’000 RM’000

Premium on ordinary shares of 10p each


Premium on issuance of ordinary shares:

– pursuant to exercise of share options 3,986 16,619


Details of the Company’s ESOS and MSIS schemes are disclosed in Note 27.

(xvii) FinancialInstruments

(a) Creditrisk

The Company is exposed to credit risk arising from the financial assets of the Company,

which comprise receivables, cash and cash equivalents and derivative financial instruments.

The Company has no significant concentration of credit risk. The Company’s exposure to

credit risk arises from default of the counterparty, with a maximum exposure equal to the

carrying amounts of these instruments. In addition, a majority of the Company’s deposits are

placed with financial institutions with strong short-term credit rating in Malaysia.




(xvii) FinancialInstruments(Cont’d.)

(b) Liquidityrisk

The table below summarises the maturity profile of the Company’s financial liabilities

(borrowings and payables) at 31 January 2008 based on contractual undiscounted

payments:

Between Within 1and5 Ondemand 1year years Total RM’000 RM’000 RM’000 RM’000

At31January2008

Borrowings – 465 190,300 190,765 Payables 6,431,796* 12,964 – 6,444,760

6,431,796 13,429 190,300 6,635,525

At31January2007

Payables 6,575,735* 6,640 – 6,582,375

* A majority of the payables on demand were amounts due to subsidiaries of

RM6,425,557,000 (2007: RM6,448,411,000)

(c) Marketrisk

Foreigncurrencysensitivity

The following table demonstrates the sensitivity to a reasonably possible change in the

United States Dollar (“USD”) exchange rate, with all other variables held constant, of the

Company’s profit before taxation. The sensitivity analysis includes outstanding foreign

currency denominated monetary items and adjusts their translation at the year end for a

10% change in the exchange rate.



(c) Marketrisk(Cont’d.)

Foreigncurrencysensitivity(Cont’d.) Increase/ Effecton decreasein profitbefore Effecton USDrate tax equity RM’000 RM’000

2008 +10% 2,598 –

–10% (2,598) –

2007 +10% 19,966 –

–10% (19,966) –

Interestratesensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest

rates, with all other variables held constant, of the Company’s profit before taxation. The

sensitivity analysis is determined based on the impact on floating rate financial instruments

at the balance sheet date. Increase/ Effecton decreasein profitbefore Effecton basispoints tax equity RM’000 RM’000

2008 +100 (223) –

–100 223 –

2007 +100 – 5,254

–100 – (5,254)





(d) Capitalriskmanagement

The Company’s objectives when managing capital are to safeguard the Company’s ability

to continue as a going concern in order to provide returns to shareholders and benefits for

other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The capital structure of the Company consists of borrowings, cash and cash equivalents and

total equity, comprising issued share capital and reserves, as follows:

2008 2007 RM’000 RM’000

Total borrowings 190,765 –

Less: cash and cash equivalents (82,386) (575,124)

108,379 (575,124)

Total equity 3,696,749 3,519,354

Total capital 3,805,128 2,944,230

The Company will balance its overall capital structure through the payment of dividends,

new share issues as well as the issue of new debt or the repayment of existing borrowings.

No changes were made in the objectives, policies or processes during the year ended 31

January 2008.

(e) Fairvalues

The carrying amounts of the Company’s financial assets and liabilities at the balance sheet

date approximate their fair values.

The interest on non-current borrowings are charged on a floating rate basis and hence the

carrying amounts approximate their fair values at the respective balance sheet dates.


(xviii)SignificantRelatedPartyDisclosures

The Company has controlling related party relationships with its direct and indirect subsidiaries.

Amounts outstanding between the Parent Company and subsidiary undertakings as at 31 January

2008 are shown in Notes ix) & xii).

The following significant transactions were carried out with related parties:

2008 2007 RM’000 RM’000

Management fees charged to:

MBNS 44,329 27,522

Interest on advances charged to:

CEHL 17,374 15,294

RCPS yield from:

MBNS 22,800 22,800

Dividend income from:

AMP 97,800 107,250

MBNS 99,535 –

Rental expenses charged by:

Digicast 1,447 1,447




(xviii)SignificantRelatedPartyDisclosures(Cont’d.)

Year end balances arising from significant sales/purchases of goods and services:

Receivablefromrelatedparties

2008 2007 RM’000 RM’000

MBNS 168,834 133,182

MPUB 90,712 33,816

MMIT 30,842 13,385

APRD 116,888 34,138

ASSB 16,242 10,098

AMP 16,609 13,662

AAIT 18,884 18,875

CPL 9,459 6,081

Awani 19,737 19,118

ASTRO Broadcast Corporation (BVI) Ltd 7,516 6,216

ASTRO Nusantara International B.V 807 162

ASTRO Nusantara Holdings B.V 10,062 138

Global Sports Entertainment S.à r.l 2,491 2,686

Payabletorelatedparties

MBNS 164,494 47,532

Digicast 1,567 121

All Asia Television and Radio Company (BVI) Ltd. 5,099 5,099

Key management personnel’s remuneration and emoluments excluding Directors:

2008 2007 RM’000 RM’000

Salaries and short term employee benefits 6,456 3,482


Share-based payments 2,947 174

9,623 3,911


(xix) Commitments

(a) Capitalcommitments

Capital commitments contracted for at the balance sheet date but not recognised in the

financial statements are as follows: 2008 2007 RM’000 RM’000

Capital expenditure 4,711 784

(b) Financialsupport

The Company has confirmed its intention to provide financial support to certain of its

subsidiaries to enable them to meet their liabilities and obligations as and when they fall due

and to carry on their business without any significant curtailment of operations.

(xx) ContingentLiabilities

The Company has provided guarantees to third parties amounting to RM1,648,000 (2007:

RM2,381,000) in respect of licence fees in subsidiaries.

(xxi) InvestmentsInSubsidiaries 2008 2007 RM’000 RM’000

(a) Shares in subsidiaries 7,975,307 7,960,363

(b) Advances and commitments 1,115,226 925,111

9,090,533 8,885,474

The list of principal subsidiaries of the Company is disclosed in Note 36 of the consolidated





(xxi) InvestmentsInSubsidiaries(Cont’d.)

(a) Sharesinsubsidiaries Investment inunquoted Investment shares inRCPS Total RM’000 RM’000 RM’000

At 1 February 2006 7,530,601 406,812 7,937,413

Additions 150 – 150

RCPS yield – 22,800 22,800

At 31 January/1 February 2007 7,530,751 429,612 7,960,363

Transfers (5,000) – (5,000)

Winding up of a subsidiary (2,856) – (2,856)

RCPS yield – 22,800 22,800

At 31 January 2008 7,522,895 452,412 7,975,307

(b) Advancesandcommitments Advances/ Intereston commitments advances Total RM’000 RM’000 RM’000

At 1 February 2006 1,225,790 71,883 1,297,673

Additions 51,824 33,025 84,849

Repayment (517,428) – (517,428)

Transfer from receivables 59,518 – 59,518

Currency translation differences 246 253 499

At 31 January/1 February 2007 819,950 105,161 925,111

Additions 349,169 21,424 370,593

Repayment (55,997) – (55,997)

Reversal of commitments (112,677) (11,804) (124,481)

At 31 January 2008 1,000,445 114,781 1,115,226


(xxi) InvestmentsInSubsidiaries(Cont’d.)

(c) Dilutionofinterestinsubsidiaries

(i) Nusantara Seni Karya Sdn Bhd

On 23 August 2007, Nusantara Seni Karya Sdn Bhd (“NSK”) allotted 3,250,000

ordinary shares of RM1 each, of which 1,535,000 shares were issued to ASTRO

Entertainment Sdn Bhd, a wholly-owned subsidiary of the Group, and 1,715,000

shares were issued to PT Tripar Multivision Plus. Following the change, the Group’s

equity interest in NSK was diluted from 100% to 51%.

(ii) ASTRO Aruna Network (BVI) Ltd

On 2 November 2007, the equity interest held by the Group in ASTRO Aruna Networks

(BVI) Ltd was diluted from 100% to 50% as a result of the allotment of 1 ordinary

share of USD1 each to Sound Space International Limited.



I, GRANT SCOTT FERGUSON, the officer primarily responsible for the financial management of ASTRO ALL ASIA NETWORKS plc, do solemnly and sincerely declare that the financial statements set out on pages 57 to 124

are, in my opinion, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declaration Act, 1960.

GRANTSCOTTFERGUSON

Subscribed and solemnly declared by the abovenamed, Grant Scott Ferguson at Kuala Lumpur in Malaysia on 23 April 2008, before me.

AHMADB.LAYANo.W259COMMISSIONER FOR OATH

Statutory Declarationpursuant to Section 169(16) of the Malaysian Companies Act, 1965


Additional Disclosures List of Properties Heldas at 31 January 2008

Location Approximate Age of Building Tenure

Remaining Lease Period (Expiry of Lease) Current Use

Land Area (square metre)

Built-up Area (square metre)

Net Book Value as at 31 January 2008 (RM’000)

Lot 11301, 17778, 5800 and part of Lots 7966, 8093and 14935, Mukim Petaling, Daerah Kuala Lumpur

11 years (1) Sub-lease (land and building)

17 years(31 July 2025)

Television, Radio and Data Media Centre and Office

117,419 32,533 122,912

Lot PT4043 & PT4044, Mukim Kuala Lumpur,Daerah Kuala Lumpur

- Sub-lease(land)

19 years(31 March 2027)

No formal plans for usage of land

412,780 Not applicable Operating lease

Unit No. 165-1-1, 165-1-2, 165-1-3 and 165-2-1,Block B on Lot 1796, Mukim and District of Kuala Lumpur

3 years (2) Freehold Not applicable Radio Studio Not applicable 753.79 1,419

Lot PT12002, Mukim Dengkil - Freehold Not applicable No formal plans for usage of land

18,267 Not applicable 10,586

Notes: Revaluation of properties have not been carried out on any of the above properties to date.(1) The date of completion of the building was 25 November 1996.(2) The date of purchase of the building was 20 April 2005.

Utilisation of Initial Public Offering ProceedsAs at 19 March 2008, all the proceeds raised during the Initial Public Offering (“IPO”) amounting to

RM2,029.9 million have been utilised. The RM19.0 million of the IPO proceeds which was initially proposed

for subscription of equity in an associate, TVB Publishing Holding Limited, has instead been utilised for

working capital requirements.

Transactions through Media AgenciesSome of the ASTRO group’s airtime sales, publication and programme sponsorship arrangements are

concluded with non-related, independent media agencies and are entered into on normal commercial

terms. The role of these media agencies is to secure the best advertising or promotional packages for

their clients among whom is Maxis Communications Berhad group, a related party. The value of such

transactions, which are not related party transactions, is RM27.03 million (FY2007: RM23.53 million).


Additional Disclosures Material Contracts Involving the Interests

of Directors and Major Shareholders

Material contracts outside the ordinary course of business entered into by ASTRO and its subsidiaries involving directors’ and major shareholders’ interests which are still subsisting as at 31 January 2008 or which have been

entered into subsequent to the end of the previous financial year are as follows:

Parties

Subject Matter Consideration ValueDate of Agreement/

Duration

Mode of Satisfaction

of Consideration RelationshipASTRO Group Transacting Party

MMT Maxis and

AWT

Shareholders’ Agreement pursuant to the

completion of the exercise by MMT of the option

to subscribe for 833,334 ordinary shares of

RM1.00 each (“Option Shares”) representing

25% of the enlarged issued and paid-up share

capital of AWT.

RM833,334.00 being the consideration paid

by MMT for the Option Shares

Shareholders’

Agreement dated

25 August 2004

Cash Please refer

to Notes below.

MMT AWT Shareholders’ Loan Agreement pursuant to the

terms of the Shareholders’ Agreement above.

MMT granted AWT a loan amounting

to RM24,166,666.00 at interest rate of MBB’s

BLR plus 1% for a term of 5 years to enable AWT

to repay a portion of existing Maxis loan

of RM97,499,998 granted to AWT.

Shareholders’ Loan

Agreement dated

24 November

2005

Cash Please refer

to Notes below.

Notes as at 30 May 2008:1. MMTisawholly-ownedsubsidiaryofASTRO.UTSB,PSIL,Excorp,PanOceanandTAK,whoaremajorshareholdersofMMTthroughASTRO,

arealsomajorshareholdersofMaxis.Inaddition,TAKisadirectorofPanOcean,ExcorpandUTSB.

2. Dato’Badri,whoistheChairmanandDirectorofASTRO,isalsoamajorshareholderofMaxis.Inaddition,Dato’BadriisadirectorofMMTandseveralothersubsidiariesofASTRO.HeisalsodeemedtohaveanequityinterestinASTRO.

3. RM,whoistheExecutiveDeputyChairmanandDirectorofASTRO,isalsoadirectorofUTSBandMaxis.InApril2008,here-assumedtheadditional responsibilitiesofGroupChiefExecutiveOfficerofASTRO. Inaddition,RM isadirectorofseveralsubsidiariesofASTROandashareholderofASTRO.HedoesnothaveanyequityinterestinMMT,AWTandMaxis.

4. RR,whoisadirectorofMMTandseveralothersubsidiariesofASTRO,isalsoadirectorofAWT.Inaddition,RRisashareholderofASTRO.ShedoesnothaveanyequityinterestinMMT,AWTorMaxis.

5. GF,whoisadirectorofMMTandseveralothersubsidiariesofASTRO,isalsothealternatedirectorofRRinAWT.HedoesnothaveanyequityinterestinASTRO,MMT,AWTorMaxis.

Glossary:AWT AdvancedWirelessTechnologiesSdnBhdBLR BaseLendingRateDato’Badri Dato’HajiBadriBinHajiMasriExcorp ExcorpHoldingsN.V.GF GrantScottFergusonMaxis MaxisCommunicationsBerhadMBB MalayanBankingBerhadMMT MBNSMultimediaTechnologiesSdnBhdPanOcean PanOceanManagementLimitedPSIL PacificStatesInvestmentLimitedRM AugustusRalphMarshallRR RohanaBintiRozhanTAK AnandaKrishnanTatparanandamUTSB UsahaTegasSdnBhd


Additional Disclosures Recurrent Related Party Transactions

At the General Meetings held on 18 July 2006 and 26 July 2007 respectively, the Company obtained its shareholders’ mandate to allow the Group to enter into recurrent related party transactions (“RRPTs”) of a revenue

or trading nature.

In accordance with the Listing Requirements of Bursa Securities, the details of RRPTs conducted during the financial year ended 31 January 2008 pursuant to shareholders’ mandate where the aggregate value of such RRPTs

are equal to or have exceeded RM1 million or 1% of the relevant percentage ratio for such transactions, whichever is the higher, are as follows:-

No. Company in the ASTRO Group

involved

Transacting Party Nature of Transaction Interested Related Party

Nature of Relationship 2006 Mandate 2007 Mandate Aggregate value of transactions during the

financial year(RM)

Incurred from 1 February 2007 to 25 July 2007

(RM)

Incurred from 26 July 2007 to 31 January 2008

(RM)

(A) UT Group

1. MBNS UTSBM Provision of personnel

support in the operation

and management of AAAN

Group’s business by UTSBM

Major Shareholders

UTSB, PSIL, Excorp,

PanOcean and TAK

Director

RM

Please refer to Note 1 34,839 37,161 72,000

2. MBNS UTSBM Provision of consultancy

services to MBNS

4,233,872 4,516,128 8,750,000

3. MBNS SRGAP Provision of call centre

services and ad-hoc services

to MBNS

14,097,635 74,263 14,171,898

4. Maestra and MRC

UTSBM Provision of consultancy and

support services to Maestra

and MRC

2,946,810 3,353,190 6,300,000

5. AAAN and/or its

subsidiaries

UTP Provision of project and

construction management

services to AAAN and/or its

subsidiaries

N/A 62,843 62,843

6. MBNS

Bonuskad Participation in the BonusLink

loyalty programme by MBNS

333,259 344,690 677,949

Aggregate value for transactions with UT Group: 30,034,690


AddITIONAL dIScLOSuRES

REcuRRENT RELATEd PARTy TRANSAcTIONS


involved



financial year(RM)


(RM)


(RM)

(B) Maxis Group

7. AAAN and/or its

subsidiaries

Maxis Broadband Provision of premium

telephone services to AAAN

and/or its subsidiaries

Major Shareholders

UTSB, PSIL, Excorp,

PanOcean and TAK

Directors

Dato’ Badri and RM

Please refer to Note 2 1,088,931 1,987,722 3,076,653

8. MBNS and/or its

affiliates

Maxis Mobile and/or

its affiliates

Provision of Bulk Short

Messaging Services (“SMS”)

Services to MBNS and/or its

affiliates

N/A 20,729 20,729

9. MBNS and/or its

affiliates

Maxis Mobile and/or

its affiliates

Provision of Premium

SMS/Multimedia Messaging

Services (“MMS”) Services

(Content) by MBNS and/or its

affiliates

14,917 149,709 164,626

10. MBNS and/or its

affiliates

Maxis Mobile and/or

its affiliates

Provision of video streaming

services by MBNS and/or its

affiliates

2,044,107 3,048,787 5,092,894

11. MBNS and/or its

affiliates

Maxis Broadband

and/or its affiliates

Provision of private leased

circuit to MBNS and/or its

affiliates

1,782,299 2,057,297 3,839,596

12. MBNS and/or its

affiliates

Maxis Mobile Provision of premium SMS/

MMS services to MBNS

2,978,921 2,990,713 5,969,634

13. MIT Maxis Broadband Provision for use of STK-WAP

platform by MIT

1,433,545 1,302,820 2,736,365

14. MIT Maxis Mobile and/or

its affiliates

Provision of electronic

information and transaction

services utilising STK-WAP

technology by MIT

574,688 131,407 706,095





involved



financial year(RM)


(RM)


(RM)

15. MIT Maxis Mobile Provision of electronic bill

presentment and payment

services by MIT

Major Shareholders

UTSB, PSIL, Excorp,

PanOcean and TAK

Directors

Dato’ Badri and RM


16. AMP Maxis Mobile Provision of SMS, Wireless

Application Protocol (“WAP”),

MMS and other services to

AMP

40,716 77,348 118,064

17. MBNS MMSB Usage of Maxis’ Menara

Sunway Contact Centre as

AAAN Group’s backup call

centre

4,500 N/A 4,500

18. MTM Maxis Mobile

and/or its affiliates

Provision of talent by MTM for

promotional activities

N/A 35,324 35,324

19. MTM Maxis Mobile Provision of content by MTM N/A 77,982 77,982

Aggregate value of transactions with Maxis Group: 22,442,996

(C) Tanjong Group

20. AAAN and/or its

subsidiaries

PMP and/or its

affiliates

Usage of PMP’s management

meeting rooms and resource

centres at Menara Maxis

as part of AAAN Group’s

business continuity plans

Major Shareholders

UTSB, PSIL, Excorp,

PanOcean, and TAK

Director

RM

Please refer to Note 3 N/A 3,600 3,600

21. MBNS PMP Sale of airtime and

sponsorship on Astro’s

channels by MBNS

1,601,470 831,530 2,433,000

22. MIT PMP Provision of maintenance

and support services (Telelink

Gateway System) by MIT

75,746 55,742 131,488





involved



financial year(RM)


(RM)


(RM)

23. MIT PMP Provision of maintenance

and support services (Telelink

Mobile System) by MIT

Major Shareholders

UTSB, PSIL, Excorp,

PanOcean and TAK

Director

RM


24. MIT TGV Provision of ticketing system

for TGV’s ticket reservation

services by MIT


25. Tayangan Unggul TGV Rental of cinema hall by

Tayangan Unggul

2,670 N/A 2,670

26. Tayangan Unggul TGV Distribution of feature films to

TGV cinemas located at Suria

Kuala Lumpur City Centre by

Tayangan Unggul

101,661 N/A 101,661

27. ASTRO Shaw and/or

its affiliates

TGV Distribution of films by ASTRO

Shaw and/or its affiliates

N/A 406,308 406,308

Aggregate value of transactions with Tanjong Group: 3,170,536

(D) MSS

28. Goal TV MSS Provision of video contribution

and transmission services for

Goal TV channels to Goal TV

Major Shareholder

TAK

Director

RM


29. AAAN and/or its

subsidiaries

MSS and/or its

affiliates

Lease of MEASAT-3 satellite

transponders to AAAN and/or

its subsidiaries

N/A 21,185,258 21,185,258

30. MBNS MSS Lease of MEASAT-1 satellite

transponders to MBNS by

MSS

120,150 N/A 120,150





involved



financial year(RM)


(RM)


(RM)

31. MBNS and/or its

affiliates

MSS Lease of MEASAT-1

and MEASAT -3 satellite

transponders to MBNS and/or

its affiliates

Major Shareholder

TAK

Director

RM


Aggregate value of transactions with MSS: 22,294,901

TOTAL AGGREGATE VALUE OF TRANSACTIONS WITH UT GROUP, MAXIS GROUP, TANJONG GROUP AND MSS CONDUCTED PURSUANT TO SHAREHOLDERS’ MANDATE: 77,943,123

(E) KNB Group

32. MBNS and/or its

affiliates

Celcom Provision of video streaming

services by MBNS and/or its

affiliates

Major Shareholder

KNB

Director

Dato’ Badri

Please refer to Note 6 12,857 N/A 12,857

33. MBNS and/or its

affiliates

Celcom Provision of premium SMS

services by MBNS

1,837,049 1,236,470 3,073,519

34. AMP Celcom and/or its

affiliates

Provision of premium SMS

services by AMP

20,421 24,443 44,864

35. AMP Celcom Provision of tower/cabin

space and maintenance

services to AMP

360,000 690,012 1,050,012

36. RLSB Celcom Provision of space,

infrastructure and

maintenance services to

RLSB

250,001 250,002 500,003

37. RLSB Celcom Rental of leased line facility

by RLSB

16,766 14,370 31,136

38. MBNS and/or its

affiliates

Telekom Provision of private leased

circuit to MBNS

Please refer to Note 7 870,154 2,014,490 2,884,644





involved



financial year(RM)


(RM)


(RM)

39. AMP Telekom Provision of radio

transmission facilities and

associated services to AMP

Major Shareholder

KNB

Director

Dato’ Badri

Please refer to Note 7 3,457,772 3,457,770 6,915,542

40. RLSB Telekom Provision of space,

infrastructure and

maintenance services to

RLSB

774,093 774,090 1,548,183

41. MBNS and/or its

affiliates

Telekom Provision of fixed line

interactive services to MBNS

N/A 1,780,051 1,780,051

42. MBNS Telekom Provision of intersite

communication services to

MBNS

310,149 N/A 310,149

43. MBNS VADS Provision of maintenance and

support services for MBNS

Interaction Centre System to

MBNS


44. MBNS TSS Provision of bill payment

collection services to MBNS

174,819 268,346 443,165

45. MTM KNB Group Provision of talent by MTM for

promotional activities


46. MEASAT

Publications and/or

its affiliates

Datapos Provision of mailing services

to MEASAT Publications and/

or its affiliates

Please refer to Note 10 422,339 774,590 1,196,929

TOTAL AGGREGATE VALUE OF TRANSACTIONS WITH KNB GROUP: 20,477,834




NOTES AS AT 30 MAY 2008:

(1) UTSBM, UTP, SRGAP and Bonuskad

• UTSBM, UTP and SRGAP are wholly-owned subsidiaries of UTSB.

Bonuskad is 25% owned by UTSB. MBNS, Maestra and MRC are

wholly-owned subsidiaries of ASTRO.

• UTSB, PSIL, Excorp, PanOcean and TAK who are major shareholders

of ASTRO (“Major Shareholders”), are also major shareholders of

UTSBM, UTP and SRGAP. In addition, TAK is a director of PanOcean,

Excorp and UTSB.

• RM, who is a Director of ASTRO and several of its subsidiaries

including MBNS, is also a director of UTSBM and UTSB. In addition,

RM is the Executive Deputy Chairman of ASTRO and in April 2008,

he re-assumed the additional responsibilities of Group Chief Executive

Officer. RM is also a shareholder of ASTRO.

• RM does not have any equity interest in MBNS, Maestra, MRC, UTSB,

UTSBM, UTP, SRGAP or Bonuskad.

(2) Maxis Broadband, Maxis Mobile and MMSB

• Maxis Broadband, Maxis Mobile and MMSB are wholly-owned

subsidiaries of Maxis. MBNS, MIT, AMP and MTM are wholly-owned

subsidiaries of ASTRO.

• Major Shareholders, UTSB, PSIL, Excorp, PanOcean and TAK are

also major shareholders of Maxis. In addition, TAK is a director of

PanOcean, Excorp and UTSB.

• Dato Badri, who is the Chairman and Director of ASTRO, is also a

director of MBNS and several subsidiaries of ASTRO. In addition,

Dato’ Badri who is deemed to have an equity interest in ASTRO, is also

a major shareholder of Maxis.

• RM, who is a Director of ASTRO and several of its subsidiaries including

MBNS and AMP, is also a director of UTSB and Maxis. In addition, RM

is the Executive Deputy Chairman of ASTRO and in April 2008, he

re-assumed the additional responsibilities of Group Chief Executive

Officer. RM is also a shareholder of ASTRO and Maxis.

• RM does not have any equity interest in MBNS, MIT, AMP, MTM,

Maxis Mobile, Maxis Broadband or MMSB.

(3) PMP

• PMP is a wholly-owned subsidiary of Tanjong plc. MBNS and MIT are


• Major Shareholders, UTSB, PSIL, Excorp, PanOcean and TAK are also

major shareholders of Tanjong plc. In addition, TAK is a director of

PanOcean, Excorp and UTSB.


including MBNS, is also a director of UTSB and PMP. In addition, RM



Officer. RM is also a shareholder of ASTRO, as well as the Executive

Director and a shareholder of Tanjong plc. RM does not have any

equity interest in MBNS, MIT or PMP.

(4) TGV

• TGV is a joint venture company in which Tanjong plc has an equity

interest of 50% via Tanjong Entertainment Sdn Bhd, its wholly-owned

subsidiary. MIT, ASTRO Shaw and Tayangan Unggul are wholly-owned

subsidiaries of ASTRO.

• Director, RM and Major Shareholders, UTSB, PSIL, Excorp, PanOcean

and TAK are regarded as having interests in the transactions between

TGV and each of MIT, ASTRO Shaw and Tayangan Unggul. Please refer

to Note 3 above for details of their respective relationships in ASTRO

and Tanjong plc.

• RM does not have any equity interest in MIT, ASTRO Shaw, Tayangan

Unggul or TGV.

(5) MSS

• MSS is a wholly-owned subsidiary of MEASAT Global Berhad (“MGB”).

MBNS and Goal TV is a wholly-owned subsidiary and 50% owned

subsidiary of ASTRO respectively.

• Major Shareholder, TAK is also a major shareholder of MGB and hence

of MSS.


including MBNS, is also a director of MGB and MSS. In addition, RM



Officer. RM is also a shareholder of ASTRO. RM does not have any

equity interest in MBNS, Goal TV, MGB or MSS.

(6) Celcom

• Celcom is a wholly-owned subsidiary of Telekom via Telekom

Enterprise Sdn Bhd, a wholly-owned subsidiary of Telekom. AMP, RLSB

and MBNS are wholly-owned subsidiaries of ASTRO.

• Major Shareholder, KNB is also a major shareholder of Telekom and

hence Celcom.

• Dato’ Badri who is a nominee of KNB on the Board of ASTRO, is the

Chairman of ASTRO. In addition, Dato’ Badri is a director of MBNS

and several subsidiaries of ASTRO as well as a shareholder of ASTRO.

Dato’ Badri does not have any equity interest in AMP, RLSB, MBNS,

Telekom, Telekom Enterprise Sdn Bhd and Celcom.

(7) Telekom

• Telekom is 40.11% owned by KNB. MBNS, AMP and RLSB are


• Major Shareholder, KNB is also a major shareholder of Telekom.




Dato’ Badri does not have any equity interest in AMP, RLSB, MBNS or

Telekom.




(8) TSS and VADS

• TSS and VADS are 100% and 65.77% owned subsidiaries of Telekom

respectively, which in turn is 40.11% owned by KNB. MBNS is a

wholly-owned subsidiary of ASTRO.

• Major Shareholder, KNB is also a major shareholder of Telekom and

hence TSS and VADS.




Dato’ Badri does not have any equity interest in MBNS, Telekom, TSS

and VADS.

(9) KNB Group

• KNB is a Major Shareholder of ASTRO. MTM is a wholly-owned

subsidiary of ASTRO.




Dato’ Badri does not have any equity interest in MTM or KNB Group.

(10) Datapos

• Datapos is a wholly-owned subsidiary of Pos Malaysia Berhad, which

in turn is wholly-owned by Pos Malaysia & Services Holdings Berhad.

MEASAT Publications Sdn Bhd is a wholly-owned subsidiary of

ASTRO.

• Major Shareholder, KNB is also a major shareholder of Pos Malaysia &

Services Holdings Berhad and hence Datapos.




Dato’ Badri does not have any equity interest in MEASAT Publications

Sdn Bhd, Pos Malaysia Berhad, Pos Malaysia & Services Holdings

Berhad or Datapos.

Glossary

2006 Mandate Shareholders’ mandate obtained at the General

Meeting held on 18 July 2006

2007 Mandate Shareholders’ mandate obtained at the General

Meeting held on 26 July 2007

AMP Airtime Management and Programming Sdn Bhd

ASTRO Shaw ASTRO Shaw Sdn Bhd

Bonuskad Bonuskad Loyalty Sdn Bhd

Bursa Securities Bursa Malaysia Securities Berhad

Celcom Celcom (Malaysia) Berhad

Datapos Datapos (M) Sdn Bhd

Dato’ Badri Dato’ Haji Badri Bin Haji Masri

Excorp Excorp Holdings N.V.

Goal TV Goal TV Asia Limited

KNB Khazanah Nasional Berhad

KNB Group Body corporates where KNB has effective equity

interests of 10% or more

Maestra Maestra Broadcast Sdn Bhd

Maxis Maxis Communications Berhad

Maxis Broadband Maxis Broadband Sdn Bhd

Maxis Group Body corporates where Maxis has effective


Maxis Mobile Maxis Mobile Services Sdn Bhd (formerly known

as Malaysian Mobile Services Sdn Bhd)

MBNS MEASAT Broadcast Network Systems Sdn Bhd

MMSB Maxis Mobile Sdn Bhd

MEASAT Publications MEASAT Publications Sdn Bhd

MIT Multimedia Interactive Technologies Sdn Bhd

MRC MEASAT Radio Communications Sdn Bhd

MSS MEASAT Satellite Systems Sdn Bhd

MTM Maestro Talent and Management Sdn Bhd

PanOcean PanOcean Management Limited

PMP Pan Malaysian Pools Sdn Bhd

PSIL Pacific States Investment Limited

RLSB Radio Lebuhraya Sdn Bhd

RM Augustus Ralph Marshall

SRGAP SRG Asia Pacific Sdn Bhd

TAK Ananda Krishnan Tatparanandam

Tanjong Group Body corporates where Tanjong plc has effective

equity interests of 10% or more

Tanjong plc Tanjong Public Listed Company

Tayangan Unggul Tayangan Unggul Sdn Bhd

Telekom Telekom Malaysia Berhad

TGV TGV Cinemas Sdn Bhd

TSS Telekom Sales & Services Sdn Bhd

UT Group Body corporates where UTSB has effective equity


UTP UT Projects Sdn Bhd

UTSB Usaha Tegas Sdn Bhd

UTSBM UTSB Management Sdn Bhd

VADS VADS Berhad


Results for 1Q FY2009 June 2008

2Q FY2009 September 2008

3Q FY2009 December 2008

4Q FY2009 March 2009

AGM 24 July 2008

Proposed payment of fi nal tax exempt dividend for the fi nancial year ended 31 January 2008 August 2008

Share Price Performancefrom 1 february 2007 to 30 May 2008

Financial Calendar

(RM) (million)

2.5

3.0

3.5

4.0

4.5

5.0

5.5

6.0

0

5

10

15

20

25

Feb

‘07

Mar

‘07

Apr ‘

07

May

‘07

Jun

‘07

Jul ‘

07

Aug

‘07

Sep

‘07

Oct ‘

07

Nov

‘07

Dec

‘07

Jan

‘08

Feb

‘08

Mar

‘08

May

‘08

Apr ‘

08

Volume (million) Share Price (RM)


Analysis of Shareholdingsas at 30 May 2008

Share Capital

Authorised : £300,000,000

Issued and paid-up : £193,403,556.10 comprising 1,934,035,561 ordinary shares of 10 pence each

Voting Right : One vote per ordinary share

analySiS of ShareholdingS aS at 30 May 2008

(Based on Record of Depositors)

diStribution of ShareholdingS

Size of shareholdings No. of shareholders % of shareholders No. of 10 pence shares % of issued shares

1 to 99 336 2.32 2,490 0.00

100 to 1,000 8,077 55.78 7,381,542 0.38

1,001 to 10,000 4,927 34.03 18,783,055 0.97

10,001 to 100,000 849 5.86 28,840,629 1.49

100,001 to 96,701,777* 288 1.99 914,096,555 47.27

96,701,778 and above** 3 0.02 964,931,290 49.89

Total 14,480 100.00 1,934,035,561 100.00

Notes:* less than 5% of the issued share capital** 5% and above of the issued share capital

Category of ShareholderS

Individuals 12,838 88.66 45,599,017 2.36

Banks/Finance Companies 34 0.23 116,472,180 6.02

Investment Trusts/Foundations/Charities 0 0.00 0 0.00

Industrial and Commercial Companies 165 1.14 1,415,598,962 73.19

Government Agencies/Institutions 1 0.01 34,000 0.00

Nominees 1,442 9.96 356,331,402 18.43

Others 0 0.00 0 0.00

Total 14,480 100.00 1,934,035,561 100.00


ANALySIS Of ShAREhOLdINgS

as at 30 May 2008

liSt of 30 largeSt ShareholderS aS at 30 May 2008

No. Name No. of 10 pence shares held % of issued shares

1. Khazanah Nasional Berhad 413,829,018 21.40

2. All Asia Media Equities Ltd 389,085,872 20.12

3. East Asia Broadcast Network Systems N.V. 162,016,400 8.38

4. Employees Provident Fund Board 91,367,200 4.72

5. Usaha Tegas Entertainment Systems Sdn Bhd 90,534,101 4.68

6. Pacific Broadcast Systems N.V. 54,005,486 2.79

7. Nusantara Delima Sdn Bhd 54,005,466 2.79

8. Berkat Nusantara Sdn Bhd 54,005,466 2.79

9. Nusantara Cempaka Sdn Bhd 54,005,466 2.79

10. Home View Limited N.V. 54,005,466 2.79

11. Southpac Investments Limited N.V. 54,005,466 2.79

12. Amanah Raya Nominees (Tempatan) Sdn Bhd

- Skim Amanah Saham Bumiputera

30,088,800 1.56

13. Citigroup Nominees (Asing) Sdn Bhd

- Goldman Sachs International

27,460,700 1.42

14. Malaysia Nominees (Tempatan) Sendirian Berhad

- Great Eastern Life Assurance (Malaysia) Berhad (PAR1)

23,933,200 1.24

15. HSBC Nominees (Asing) Sdn Bhd

- HSBC BK PLC for Prudential Assurance Company Ltd

15,096,200 0.78

16. Permodalan Nasional Berhad 9,139,800 0.47

17. Amanah Raya Nominees (Tempatan) Sdn Bhd

- Kumpulan Wang Bersama

9,000,000 0.47


No. Name No. of 10 pence shares held % of issued shares


- TNTC for Kuroto Fund LP

8,416,900 0.44


- Exempt An for JPMorgan Chase Bank, National Association (BTPS)

7,870,410 0.41

20. HSBC Nominees (Tempatan) Sdn Bhd

- Nomura Asset Mgmt Malaysia for Employees Provident Fund

7,500,000 0.39

21. Valuecap Sdn Bhd 7,348,000 0.38


- Exempt An for American International Assurance Company Limited

7,206,100 0.37

23. Cartaban Nominees (Tempatan) Sdn Bhd

- MIDF Amanah Asset Nominees (Tempatan) Sdn Bhd for Employees Provident Fund Board (JF404)

7,043,000 0.36


- GSI for Perry Partners Inter Inc

6,416,029 0.33


- Exempt An for JPMorgan Chase Bank, National Association (U.S.A.)

6,396,200 0.33

26. Mujur Nusantara Sdn Bhd 6,172,051 0.32

27. Citigroup Nominees (Tempatan) Sdn Bhd

- Exempt An for Prudential Fund Management Berhad

6,060,400 0.31

28. Sanjung Nusantara Sdn Bhd 5,657,721 0.29

29. Ujud Cergas Sdn Bhd 5,143,373 0.27


- Exempt An for The Hong Kong and Shanghai Banking Corporation Limited (HBFS-I CLT ACCT)

5,000,000 0.26

TOTAL 1,671,814,291 86.44

as at 30 May 2008



SubStantial ShareholderS

(Based on notifications received by the Company)

Name Notes

Direct Indirect

No. of 10 pence shares held % No. of 10 pence shares held %

1. Khazanah Nasional Berhad 413,829,018 21.40 - -

2. All Asia Media Equities Ltd (“AAME”) (a) 389,085,872 20.12 - -

3. Usaha Tegas Entertainment Systems Sdn Bhd (“UTES”) (b) 90,534,101 4.68 389,085,872 20.12

4. Usaha Tegas Sdn Bhd (“UTSB“) (c) - - 479,619,973 24.80

5. Pacific States Investment Limited (“PSIL”) (d) - - 479,619,973 24.80

6. Excorp Holdings N.V. (“Excorp”) (e) - - 479,619,973 24.80

7. PanOcean Management Limited (“PanOcean”) (e) - - 479,619,973 24.80

8. Ananda Krishnan Tatparanandam (“TAK”) (f) - - 819,082,908 42.35

9. Harapan Terus Sdn Bhd (“HTSB“) (g) - - 177,446,535 9.17

10. Dato’ Haji Badri Bin Haji Masri (“DBM“) (h)&(i) - - 177,946,535 9.20

11. Hj Affendi Bin Tun Hj Mohd Fuad Stephens (h) - - 177,446,535 9.17

12. Mohamad Shahrin Bin Merican (h) 166,600 0.01 177,446,535 9.17

13. Tun Haji Mohammed Hanif Bin Omar (h) - - 177,446,535 9.17

14. East Asia Broadcast Network Systems N.V. (“EABNS”) (a) 162,016,400 8.38 - -

15. East Asia Broadcast Systems Holdings N.V. (“EABSH”) (j) - - 162,016,400 8.38

16. Tucson N.V. (“Tucson”) (k) - - 162,016,400 8.38

17. Employees Provident Fund Board (“EPF”) (l) 110,648,800 5.72 - -


as at 30 May 2008


Notes :

(a) Held through a nominee.

(b) Deemed to have an interest in all of the ordinary shares of 10 pence each in ASTRO (“Shares”) in which AAME has an

interest, by virtue of UTES being entitled to control the exercise of 100% of the votes attached to the voting shares in

AAME. In addition to the Shares held via AAME, UTES holds directly 90,534,101 Shares representing 4.68% of the

share capital in ASTRO.

(c) Deemed to have an interest in all of the Shares in which UTES has an interest, by virtue of UTSB being entitled to control

the exercise of 100% of the votes attached to the voting shares in UTES. Please see Note (b) above.

(d) Deemed to have an interest in all of the Shares in which UTSB has an interest, by virtue of PSIL’s direct controlling

interest of 9,999,998 ordinary shares of RM1.00 each representing 99.999% of the share capital in UTSB. Please see

Note (c) above.

(e) The entire issued and paid-up share capital of PSIL comprising 30,000 shares of £1.00 each are held by Excorp which

is deemed to have an interest in all of the Shares in which PSIL has an interest. Please see Note (d) above. The entire

issued and paid-up share capital of 6,000 shares of USD1.00 each in Excorp are in turn held by PanOcean. PanOcean

is the trustee of a discretionary trust, the beneficiaries of which are members of the family of TAK and foundations

including those for charitable purposes. Although PanOcean is deemed to have an interest in the Shares through Excorp,

it does not have any economic or beneficial interest over these Shares as such interest is held subject to the terms of

the discretionary trust.

(f) Deemed to have an interest over 819,082,908 Shares representing 42.35% of the share capital in ASTRO by virtue

of the following:

(i) PanOcean’s deemed interest in the Shares (please see Note (e) above). Although TAK is deemed to have an interest

in the Shares, he does not have any economic or beneficial interest therein as such interest is held subject to the

terms of the discretionary trust referred to in Note (e) above.

(ii) The interests of EABNS, Pacific Broadcast Systems N.V. (“PBS”), Home View Limited N.V. (“HVL”) and Southpac

Investments Limited N.V. (“SIL”) which collectively hold 324,032,818 Shares representing 16.75% of the share

capital in ASTRO. TAK is deemed to have an interest in the Shares held by EABNS, PBS, HVL and SIL by virtue of his

100% control of the shares in their respective ultimate holding companies viz Tucson, Orient Systems Limited N.V.,

Home View Holdings N.V. and Southpac Holdings N.V.; and

(iii) The interests of Ujud Cergas Sdn Bhd (“UCSB”), Metro Ujud Sdn Bhd (“MUSB”), Mujur Sanjung Sdn Bhd (“MSSB”),

Prisma Gergasi Sdn Bhd (“PGSB”) and Ujud Murni Sdn Bhd (“UMSB”) which collectively hold 15,430,117 Shares

representing 0.80% of the share capital in ASTRO. TAK is deemed to have an interest in the Shares held by UCSB,

MUSB, MSSB, PGSB and UMSB by virtue of his 100% control of the shares in their respective ultimate holding

companies viz All Asia Radio Broadcast N.V., Global Radio Systems N.V., Maestra International Broadcast N.V.,

Maestra Global Radio N.V. and Global Broadcast Systems N.V. respectively.

(g) Deemed to have an interest in all of the Shares in which Berkat Nusantara Sdn Bhd, Nusantara Cempaka Sdn Bhd,

Nusantara Delima Sdn Bhd, Mujur Nusantara Sdn Bhd, Gerak Nusantara Sdn Bhd and Sanjung Nusantara Sdn Bhd

(collectively, “HTSB Subsidiaries”) have an interest, by virtue of HTSB being entitled to control the exercise of 100%

of the votes attached to the voting shares in the immediate holding companies in each of the HTSB Subsidiaries viz

Nusantara Barat Sdn Bhd, Nusantara Kembang Sdn Bhd, Prisma Mutiara Sdn Bhd, Nada Nusantara Sdn Bhd, Cermat

Delima Sdn Bhd and Cermat Deras Sdn Bhd respectively. The HTSB Subsidiaries collectively hold 177,446,535 Shares

representing 9.17% of the share capital in ASTRO under discretionary trusts for Bumiputera objects. As such, HTSB

does not have any economic interest over the Shares held by these companies.

(h) Deemed to have an interest in all of the Shares in which HTSB has an interest (please see Note (g) above), by virtue of

his interest over 250,000 shares representing 25% of the issued and paid-up share capital in HTSB. However, he does

not have any economic interest over these Shares as such interest is held subject to the terms of the discretionary trusts

for Bumiputera objects referred to in Note (g) above.

(i) Deemed to have an interest over 500,000 Shares representing 0.03% of the share capital in ASTRO held by Ratna

Pelangi Sdn Bhd (“RPSB”), by virtue of his 99% direct equity interest in RPSB.

(j) Deemed to have an interest in all of the Shares in which EABNS has an interest, by virtue of EABSH being entitled to

control the exercise of 100% of the votes attached to the voting shares in EABNS.

(k) Deemed to have an interest in all of the Shares in which EABSH has an interest, by virtue of Tucson’s direct controlling

interest of 100% of the share capital in EABSH. Please see Note (j) above. The shares of Tucson are bearer shares.

(l) Held by itself and partly through nominee companies managed by portfolio managers.

as at 30 May 2008



direCtorS’ intereStS in ShareS and optionS

(Based on notifications received by the Company)

The interests of the Directors in the shares of the Company are as follows:

Name No. of shares of 10 pence each % of issued shares

Direct Indirect Direct Indirect

Dato’ Haji Badri Bin Haji Masri - 177,946,535 (a) - 9.20

Augustus Ralph Marshall 1,000,000 (b) - 0.05 -

Dato’ Mohamed Khadar Bin Merican 250,000 (b) - 0.01 -

Bernard Anthony Cragg - - - -

Chin Kwai Yoong - - - -

(a) Refer to notes (h) and (i) under section on Substantial Shareholders. (b) Held through a nominee.

The interests of a Director in options over unissued shares of the Company are as follows:

Name Price per option share No. of option shares

Augustus Ralph Marshall RM3.65 1,000,000 (a)

RM3.65 1,350,000 (b)

RM4.40 498,800 (c)

RM4.806 752,000 (d)

RM4.17 720,000 (e)

RM4.13 1,477,800 (f)

RM3.06 1,458,400 (g)

7,257,000

(a) Granted on 22 October 2003 pursuant to the 2003 Employee Share Option Scheme (“ESOS”).(b) Granted on 22 October 2003 pursuant to the 2003 Management Share Incentive Scheme. 1,350,000 out of 1,500,000 share options were vested on 30 April 2007, and are exercisable from 22 October 2007.(c) Granted on 19 May 2004 pursuant to the 2003 ESOS.(d) Granted on 11 March 2005 pursuant to the 2003 ESOS.(e) Granted on 8 May 2006 pursuant to the 2003 ESOS.(f) Granted on 29 June 2007 pursuant to the 2003 ESOS.(g) Granted on 23 April 2008 pursuant to the 2003 ESOS.

None of the Directors has any interest in the shares or options of the subsidiary companies of the Company.


as at 30 May 2008


Corporate Information

board of direCtorS

Dato’ Haji Badri Bin Haji Masri

Chairman and Non-Executive Director

Augustus Ralph Marshall

Executive Deputy Chairman/Group Chief Executive Officer

Dato’ Mohamed Khadar Bin Merican

Non-Executive/Independent Director

Bernard Anthony Cragg


Chin Kwai Yoong


CoMpany SeCretarieS

N Lakshmi A/P V Nadarajah

Sharon Liew Wei Yee

regiStered offiCe

in MalaySia

3rd Floor, Administration Building

All Asia Broadcast Centre



Bukit Jalil, 57000 Kuala Lumpur

Malaysia

Telephone No. : 603 9543 6688

Fax No. : 603 9543 6877

Website : www.astroplc.com

Email : [email protected]

regiStered offiCe in u.K.

10 Upper Bank Street, London, E14 5JJ

United Kingdom

Telephone No. : 44 (0) 20 7006 1000

Fax No. : 44 (0) 20 7006 3467

Share regiStrar

Symphony Share Registrars Sdn Bhd

Level 26, Menara Multi-Purpose

Capital Square

No. 8, Jalan Munshi Abdullah

50100 Kuala Lumpur

Malaysia

Telephone No. : 603 2721 2222

Fax No. : 603 2721 2530

auditorS

PricewaterhouseCoopers LLP1 Embankment Place

London WC2N 6RH

United Kingdom

PricewaterhouseCoopersLevel 10, 1 Sentral, Jalan Travers

Kuala Lumpur Sentral

P. O. Box 10192

50706 Kuala Lumpur

StoCK eXChange liSting

Main Board of Bursa Securities

(Listed since 29 October 2003)

(Stock code: 5076)

(ISIN: GB0066981209)


Notice of Annual General Meeting

agenda

As Ordinary Business

(1) To receive and consider the Annual Report and the Audited Financial Statements of

the Company and of the Group for the financial year ended 31 January 2008 and

the Reports of the Directors and Auditors thereon. Resolution 1

(2) To declare a final tax-exempt dividend of 2 sen per ordinary share of 10 pence each

for the financial year ended 31 January 2008. Resolution 2

(3) To re-appoint Augustus Ralph Marshall, a Director who retires by rotation in

accordance with Articles 83 and 84 of the Company’s Articles of Association. Resolution 3

(4) To re-appoint Dato’ Mohamed Khadar Bin Merican, a Director who retires by rotation

in accordance with Articles 83 and 84 of the Company’s Articles of Association. Resolution 4

(5) To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company to hold

office from the conclusion of this meeting until the conclusion of the next annual

general meeting and to authorise the Directors to fix their remuneration. Resolution 5

(6) To transact any other business of which due notice shall have been given in

accordance with the United Kingdom Companies Act 1985 and United Kingdom

Companies Act 2006.

NOTICE IS HEREBY GIVEN THAT the Fifth Annual General Meeting of ASTRO ALL ASIA NETWORKS plc (“Company”) will be

held on Thursday, 24 July 2008 at 2.30 pm at the Grand Ballroom, Level 1, Mandarin Oriental, Kuala Lumpur City Centre,

50088 Kuala Lumpur, Malaysia for the following purposes:

notiCe of diVidend payMent

NOTICE IS HEREBY GIVEN THAT subject to the approval of the shareholders at the Fifth Annual General Meeting to be held on Thursday, 24 July 2008, a final tax-exempt dividend of 2 sen per ordinary share of 10 pence each for the financial year ended 31 January 2008 will be paid on 29 August 2008 to Depositors whose names appear in the Record of Depositors at the close of business on 13 August 2008.

A Depositor will qualify for entitlement to the dividend only in respect of:-

(a) shares transferred to the Depositor’s securities account before 4.00 p.m. on 13 August 2008 in respect of transfers; and

(b) shares bought on Bursa Malaysia Securities Berhad (“Bursa Securities”) on a cum entitlement basis according to the Rules of Bursa Securities.

BY ORDER OF THE BOARD

Lakshmi Nadarajah (LS9057)

Sharon Liew Wei Yee (LS7908)

Company Secretaries

27 June 2008

3rd Floor, Administration BuildingAll Asia Broadcast CentreTechnology Park MalaysiaLebuhraya Puchong – Sungai BesiBukit Jalil57000 Kuala LumpurMalaysia

(Incorporated in England and Wales – company No. 4841085)

(Registered as a foreign company in Malaysia – company No. 994178-M)




NOTIcE Of ANNuAL gENERAL MEETINg

NOTES:

1. Proxy

(a) A member of the Company entitled to attend and vote may appoint more

than one (1) proxy of his/her own choice to attend, speak and vote at a

general meeting of the Company instead of him/her provided that each

proxy is appointed to exercise the rights attached to different shares.

A member who is an authorised nominee as defined in the Malaysian

Securities Industry (Central Depositories) Act, 1991 may appoint more

than one (1) proxy in respect of each securities account it holds and

which is credited with ordinary shares of the Company. A proxy need not

be a member of the Company.

(b) If a member who has appointed more than one proxy fails to specify

the number of shares in respect of which each such proxy is entitled to

exercise the related votes (the “Proxy Share Number”) for any of them,

then each proxy shall be deemed to exercise the votes in respect of

100% of the member’s shares divided by the number of proxies, and

if the member specifies the Proxy Share Number for one proxy only,

then the other proxies shall be deemed to represent the remainder of

the member’s shares on an equal basis (or, in the case of an authorised

nominee, the number of shares held in the relevant Securities Account).

(c) An instrument appointing a proxy shall be in writing under the hand of

the appointor or his attorney duly authorised in writing or, if the appointor

is a corporation, either under its seal or by an officer, attorney or other

person authorised in that respect.

(d) If the proxy form is returned without an indication as to how the proxy

must vote on a particular matter, the proxy will exercise his discretion as

to whether, and if so how, he votes.

(e) To be valid, the original Form of Proxy, duly completed, must be deposited

with the Company’s share registrar, Symphony Share Registrars Sdn Bhd

at Level 26, Menara Multi-Purpose, Capital Square, No. 8 Jalan Munshi

Abdullah, 50100 Kuala Lumpur, Malaysia, together with the power of

attorney or other authority (if any) under which it is signed or a copy of

such authority certified notarially, not less than forty-eight (48) hours

(excluding any part of a day that is not a working day) before the time

appointed for the meeting or adjourned meeting or in the case of a poll

taken subsequent to the date of the meeting or adjourned meeting not

less than twenty-four (24) hours (excluding any part of a day that is not

a working day) before the time appointed for the taking of the poll.

(f) The lodging of a completed Form of Proxy will not preclude a member

from attending and voting in person at the meeting should the member

subsequently wish to do so.

(g) For the purposes of determining a member entitled to attend the

meeting, the Company will request Bursa Malaysia Depository Sdn

Bhd (in accordance with Article 35(D) of the Company’s Articles of

Association), to issue the Record of Depositors (“ROD”) as at 17 July

2008 for determining the depositors who shall be deemed to be the

registered holders of the shares of the Company eligible to be present

and vote at the meeting. Only a depositor whose name appears on the

ROD as at 17 July 2008 shall be entitled to attend the meeting.

2. Corporate Representative

During a poll, (i) if a corporate shareholder has appointed the Chairman of the

meeting as its corporate representative with instructions to vote on a poll in

accordance with the directions of all of the other corporate representatives

for that shareholder at the meeting, then those corporate representatives

will give voting directions to the Chairman and the Chairman will vote as

corporate representative in accordance with those directions; and (ii) if more

than one corporate representative for the same corporate shareholder attends

the meeting but the corporate shareholder has not appointed the Chairman

of the meeting as its corporate representative, a designated corporate

representative will be nominated, from those corporate representatives who

attend, who will then vote on a poll and the other corporate representatives

will give voting directions to that designated corporate representative.

Corporate shareholders are referred to the guidance issued by the Institute

of Chartered Secretaries and Administrators on “Proxies and Corporate

Representatives” (www.icsa.org.uk) for further details of this procedure.

A copy of the guidance note may also be obtained from the Company

Secretary. The guidance includes a sample form of representation letter if

the Chairman is being appointed as described in (i) above.

3. Additional Information

A statement accompanying this notice which includes additional information

as required under Appendix 8A of the Listing Requirements of Bursa

Securities is attached hereto as Annexure A.

4. Annual Report and Audited Financial Statements (Resolution 1)

For each financial year, the Directors must present the Directors’ Report,

the Audited Financial Statements and the Independent Auditors’ Report to

the Company’s shareholders at a general meeting. Although there is no

requirement under the UK Companies Act to table a resolution on these for

shareholders’ approval, the Directors are of the view that a resolution on

these should be submitted for shareholders to vote on, in the interest of

good governance and in line with international best practice.

5. Retirement and Re-appointment of Directors (Resolutions 3 and 4)

In accordance with Articles 83 and 84 of the Company’s Articles of

Association (“Articles”), at least one-third of the Directors who are subject to

retirement by rotation shall retire from office. Augustus Ralph Marshall (‘RM”)

and Dato’ Mohamed Khadar Bin Merican (“MKM”), being the Directors who

have been longest in office since their last appointment shall retire pursuant

to Articles 83 and 84 of the Articles and being eligible, offer themselves

for re-appointment pursuant to Article 85 of the Articles. Based on the

annual evaluation of directors’ performance, the Board of Directors (“Board”)

believes that RM and MKM continue to be effective and demonstrate

commitment to their roles. The Board is therefore pleased to recommend the

re-appointment of RM and MKM as Directors of the Company.

6. Re-appointment of Auditors (Resolution 5)

At every general meeting at which financial statements are presented to the

Company’s shareholders, the Company is required to appoint independent

auditors to serve until the next general meeting. The existing Auditors,

PricewaterhouseCoopers LLP, have indicated that they are willing to continue

as the Company’s Auditors for the ensuing year.


anneXure a

Further details of individuals who are standing for re-appointment as directors:

(i) Augustus Ralph Marshall

Age 56

Nationality Malaysian

Qualification Associate of the Institute of Chartered Accountants in England and Wales and member of the Malaysian Institute of Certified Public Accountants

Position in the Company Joined the Board in July 2003 and was appointed its Deputy Chairman and Group Chief Executive Officer in August and September 2003 respectively. In February

2007, he assumed the position of Executive Deputy Chairman and in April 2008, he re-assumed the additional responsibilities of Group Chief Executive Officer.

Working Experience and Occupation He is an executive director of Usaha Tegas Sdn Bhd (“UT”) and serves on the boards of several other companies in which UT has significant interests viz. Tanjong Public

Limited Company, Overseas Union Enterprise Limited, London International Exhibition Centre plc, Arnhold Holdings Limited and Maxis Communications Berhad. He has

over 30 years experience in financial and general management.

Other directorship of public companies

incorporated pursuant to the Malaysian

Companies Act, 1965

KLCC Property Holdings Berhad

Maxis Communications Berhad

MEASAT Global Berhad

Details of any interest in the securities of the

Company and its subsidiaries

Please refer to the details of director’s interests on page 142 of the Annual Report

Family relationship with any director and/or

major shareholder of the Company

None

Conflict of interest that he has with the

Company

There is no business arrangement with the Company in which he has a personal interest

List of convictions for offences within the past

10 years other than traffic offences, if any

(only for penalties made public)

None

Statement Accompanying Notice of Fifth Annual General Meetingpursuant to Paragraph 8.28(2) of the Listing Requirements of Bursa Securities




pursuant to Paragraph 8.28(2) of the Listing Requirements of Bursa Securities

STATEMENT AccOMPANyINg NOTIcE Of fIfTh ANNuAL gENERAL MEETINg

(ii) Dato’ Mohamed Khadar Bin Merican

Age 52

Nationality Malaysian

Qualification Member of the Institute of Chartered Accountants in England and Wales and the Malaysian Institute of Accountants

Position in the Company Joined the Board as Independent Non-Executive Director in August 2003

Working Experience and Occupation He manages his own financial consultancy and is a director of AirAsia Berhad and RHB Capital Berhad as well as of several companies within the RHB group.

He had served as an auditor and a consultant in an international accounting firm before joining a financial services group in 1986. Dato’ Mohamed Khadar held various

senior management positions in Tradewinds Corporation Bhd including those of president and chief operating officer. He has over 20 years’ experience in financial

and general management.

Other directorship of public companies

incorporated pursuant to the Malaysian

Companies Act, 1965

AirAsia Berhad

RHB Capital Berhad

RHB Investment Bank Berhad

Rashid Hussain Berhad

Details of any interest in the securities of the

Company and its subsidiaries

Please refer to the details of director’s interests on page 142 of the Annual Report

Family relationship with any director and/or

major shareholder of the Company

None

Conflict of interest that he has with the

Company

There is no conflict of interest

List of convictions for offences within the past

10 years other than traffic offences, if any

(only for penalties made public)

None



ASTRO ALL ASIA NETWORKS p lc

Form of Proxy

I/We, NRIC/Passport/Company No. (FULL NAME OF MEMBER APPOINTING PROXY IN BLOCK LETTERS)

of (FULL ADDRESS IN BLOCK LETTERS)

hereby appoint NRIC/Passport No. (FULL NAME OF PROXY IN BLOCK LETTERS) (“Proxy 1”)


and/or NRIC/Passport No. (FULL NAME OF PROXY IN BLOCK LETTERS) (“Proxy 2”)


or failing him/her, THE CHAIRMAN OF THE MEETING as my/our proxy/proxies to vote for me/us on my/our behalf at the Fifth Annual General Meeting of the Company to be held on Thursday, 24 July 2008 at 2.30 pm at the Grand Ballroom, Level 1, Mandarin Oriental, Kuala Lumpur City Centre, 50088 Kuala Lumpur, Malaysia and at any adjournment thereof.

Subject to any voting instructions given below, the proxy will exercise his/her discretion as to how he/she votes and whether or not he/she abstains from voting on any resolution, by whomsoever proposed (including, without limitation, any resolution to amend a resolution or to adjourn the meeting).

Please indicate how you wish to cast your votes by inserting a “√” in the space provided.

Resolution For Against

1. To receive and consider the Annual Report and the Audited Financial Statements of the Company and of the Group for the financial year ended 31 January 2008 and the

Reports of the Directors and Auditors thereon.

2. To declare a final tax-exempt dividend of 2 sen per ordinary share of 10 pence each for the financial year ended 31 January 2008.

3. To re-appoint Augustus Ralph Marshall, a Director who retires by rotation in accordance with Articles 83 and 84 of the Company’s Articles of Association.

4. To re-appoint Dato’ Mohamed Khadar Bin Merican, a Director who retires by rotation in accordance with Articles 83 and 84 of the Company’s Articles of Association.

5. To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next annual general

meeting and to authorise the Directors to fix their remuneration.

Dated this day of 2008.

Signature of Member(s)

(IftheappointorisanattorneyoracorporationpleaseseeNote1(c)onthefollowingpage)

The proportions of my/our holding to be represented by my/our proxies are as follows:-

No. of Shares Percentage

Total shares held 100%

Proxy 1

Proxy 2

Please use separate proxy form for appointment of more than two proxies.



Fold

her

e

Fold

her

e

Sym

phon

y Sh

are

Regi

stra

rs S

dn B

hd

Leve

l 26,

Men

ara

Mul

ti-Pu

rpos

e, C

apita

l Squ

are

No.8

, Jal

an M

unsh

i Abd

ulla

h

5010

0 Ku

ala

Lum

pur

Mal

aysi

a

STAM

P

Note

s:(1

) Pr

oxy

(a)

A m

embe

r of t

he C

ompa

ny e

ntitl

ed to

atte

nd a

nd v

ote

may

app

oint

mor

e th

an o

ne (1

) pro

xy o

f his

/her

ow

n ch

oice

to a

ttend

, spe

ak a

nd v

ote

at a

ge

nera

l mee

ting

of th

e Co

mpa

ny in

stea

d of

him

/her

pro

vided

that

eac

h pr

oxy

is a

ppoi

nted

to

exer

cise

the

rig

hts

atta

ched

to

diffe

rent

sha

res.

A

mem

ber

who

is a

n au

thor

ised

nom

inee

as

defin

ed in

the

Mal

aysi

an

Secu

ritie

s In

dust

ry (

Cent

ral D

epos

itorie

s) A

ct, 1

991

may

app

oint

mor

e th

an o

ne (

1) p

roxy

in r

espe

ct o

f ea

ch s

ecur

ities

acc

ount

it h

olds

and

w

hich

is c

redi

ted

with

ord

inar

y sh

ares

of t

he C

ompa

ny. A

pro

xy n

eed

not

be a

mem

ber o

f the

Com

pany

.

(b)

If a

mem

ber

who

has

app

oint

ed m

ore

than

one

pro

xy f

ails

to

spec

ify

the

num

ber o

f sha

res

in re

spec

t of w

hich

eac

h su

ch p

roxy

is e

ntitl

ed to

ex

erci

se th

e re

late

d vo

tes

(the

“Pro

xy S

hare

Num

ber”

) for

any

of t

hem

, th

en e

ach

prox

y sh

all

be d

eem

ed t

o ex

erci

se t

he v

otes

in

resp

ect

of

100%

of

the

mem

ber’s

sha

res

divid

ed b

y th

e nu

mbe

r of

pro

xies,

and

if

the

mem

ber

spec

ifies

the

Pro

xy S

hare

Num

ber

for

one

prox

y on

ly,

then

the

oth

er p

roxie

s sh

all b

e de

emed

to

repr

esen

t th

e re

mai

nder

of

the

mem

ber’s

sha

res

on a

n eq

ual b

asis

(or,

in th

e ca

se o

f an

auth

oris

ed

nom

inee

, the

num

ber o

f sha

res

held

in th

e re

leva

nt S

ecur

ities

Acc

ount

).

(c)

An in

stru

men

t app

oint

ing

a pr

oxy

shal

l be

in w

ritin

g un

der t

he h

and

of th

e ap

poin

tor o

r his

atto

rney

dul

y au

thor

ised

in w

ritin

g or

, if t

he a

ppoi

ntor

is a

co

rpor

atio

n, e

ither

und

er it

s se

al o

r by

an o

ffice

r, at

torn

ey o

r oth

er p

erso

n au

thor

ised

in th

at re

spec

t.

(d)

If th

e pr

oxy

form

is r

etur

ned

with

out a

n in

dica

tion

as to

how

the

prox

y m

ust v

ote

on a

par

ticul

ar m

atte

r, th

e pr

oxy

will

exer

cise

his

dis

cret

ion

as

to w

heth

er, a

nd if

so

how,

he

vote

s.

(e)

To b

e va

lid, t

he o

rigin

al F

orm

of P

roxy

, dul

y co

mpl

eted

, mus

t be

depo

site

d w

ith th

e Co

mpa

ny’s

sha

re re

gist

rar,

Sym

phon

y Sh

are

Regi

stra

rs S

dn B

hd

at L

evel

26,

Men

ara

Mul

ti-Pu

rpos

e, C

apita

l Squ

are,

No.

8 J

alan

Mun

shi

Abdu

llah,

501

00 K

uala

Lum

pur,

Mal

aysi

a, t

oget

her

with

the

pow

er o

f at

torn

ey o

r ot

her

auth

ority

(if

any)

und

er w

hich

it

is s

igne

d or

a c

opy

of s

uch

auth

ority

cer

tified

not

aria

lly, n

ot le

ss th

an fo

rty-e

ight

(48)

hou

rs

(exc

ludi

ng a

ny p

art

of a

day

tha

t is

not

a w

orki

ng d

ay) b

efor

e th

e tim

e ap

poin

ted

for

the

mee

ting

or a

djou

rned

mee

ting

or in

the

case

of a

pol

l ta

ken

subs

eque

nt t

o th

e da

te o

f th

e m

eetin

g or

adj

ourn

ed m

eetin

g no

t le

ss th

an tw

enty

-fou

r (24

) hou

rs (e

xclu

ding

any

par

t of a

day

that

is n

ot a

w

orki

ng d

ay) b

efor

e th

e tim

e ap

poin

ted

for t

he ta

king

of t

he p

oll.

(f)

The

lodg

ing

of a

com

plet

ed F

orm

of

Prox

y w

ill no

t pr

eclu

de a

mem

ber

from

atte

ndin

g an

d vo

ting

in p

erso

n at

the

mee

ting

shou

ld th

e m

embe

r su

bseq

uent

ly w

ish

to d

o so

.

(g)

For t

he p

urpo

ses

of d

eter

min

ing

a m

embe

r ent

itled

to a

ttend

the

mee

ting,

th

e Co

mpa

ny w

ill re

ques

t Bu

rsa

Mal

aysi

a De

posi

tory

Sdn

Bhd

(in

ac

cord

ance

with

Arti

cle

35(D

) of t

he C

ompa

ny’s

Arti

cles

of A

ssoc

iatio

n),

to i

ssue

the

Rec

ord

of D

epos

itors

(“R

OD”)

as

at 1

7 Ju

ly 20

08 f

or

dete

rmin

ing

the

depo

sito

rs w

ho s

hall

be d

eem

ed t

o be

the

reg

iste

red

hold

ers

of th

e sh

ares

of t

he C

ompa

ny e

ligib

le to

be

pres

ent a

nd v

ote

at

the

mee

ting.

Onl

y a

depo

sito

r who

se n

ame

appe

ars

on th

e RO

D as

at 1

7 Ju

ly 20

08 s

hall

be e

ntitl

ed to

atte

nd th

e m

eetin

g.

(2)

Corp

orat

e Re

pres

enta

tive

Du

ring

a po

ll, (i

) if a

cor

pora

te s

hare

hold

er h

as a

ppoi

nted

the

Chai

rman

of

the

mee

ting

as it

s co

rpor

ate

repr

esen

tativ

e w

ith in

stru

ctio

ns t

o vo

te

on a

pol

l in

acco

rdan

ce w

ith th

e di

rect

ions

of a

ll of

the

othe

r co

rpor

ate

repr

esen

tativ

es fo

r tha

t sha

reho

lder

at t

he m

eetin

g, th

en th

ose

corp

orat

e re

pres

enta

tives

will

give

vot

ing

dire

ctio

ns t

o th

e Ch

airm

an a

nd t

he

Chai

rman

will

vote

as

corp

orat

e re

pres

enta

tive

in a

ccor

danc

e w

ith th

ose

dire

ctio

ns; a

nd (i

i) if

mor

e th

an o

ne c

orpo

rate

repr

esen

tativ

e fo

r the

sam

e co

rpor

ate

shar

ehol

der a

ttend

s th

e m

eetin

g bu

t the

cor

pora

te s

hare

hold

er

has

not

appo

inte

d th

e Ch

airm

an

of

the

mee

ting

as

its

corp

orat

e re

pres

enta

tive,

a d

esig

nate

d co

rpor

ate

repr

esen

tativ

e w

ill be

nom

inat

ed,

from

thos

e co

rpor

ate

repr

esen

tativ

es w

ho a

ttend

, who

will

then

vot

e on

a

poll

and

the

othe

r co

rpor

ate

repr

esen

tativ

es w

ill gi

ve v

otin

g di

rect

ions

to

that

des

igna

ted

corp

orat

e re

pres

enta

tive.

Cor

pora

te s

hare

hold

ers

are

refe

rred

to th

e gu

idan

ce is

sued

by

the

Inst

itute

of C

harte

red

Secr

etar

ies

and

Adm

inis

trato

rs o

n “P

roxie

s an

d Co

rpor

ate

Repr

esen

tativ

es”

(ww

w.ic

sa.o

rg.u

k) fo

r fur

ther

det

ails

of t

his

proc

edur

e. A

cop

y of

the

guid

ance

no

te m

ay a

lso

be o

btai

ned

from

the

Com

pany

Sec

reta

ry. T

he g

uida

nce

incl

udes

a s

ampl

e fo

rm o

f rep

rese

ntat

ion

lette

r if t

he C

hairm

an is

bei

ng

appo

inte

d as

des

crib

ed in

(i) a

bove

.

Regional Offi ces

MALAYSIA

ASTRO ALL ASIA NETWORKS plcAll Asia Broadcast Centre



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Malaysia

Telephone No. : +603 9543 6688

Fax No. : +603 9543 6877

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E-mail : [email protected]

CHINA

Celestial Pictures LtdShaw Administration Building

Lot 220, Clear Water Bay Road

Kowloon

Hong Kong SAR

Telephone No. : +852 2927 1111

Fax No. : +852 2243 1100

Celestial Pictures Ltd6/F, Unit 2, Tayuan Diplomatic Offi ce Building

14 Liangmahe Nan Lu,

100600 Beijing

China

Telephone No. : +8610 8532 2340

Fax No. : +8610 8532 2348

INDIA

MBNS India104/5 Parmanand Estate

Maharani Bagh

110065 New Delhi

India

Telephone No. : +91 (11) 5162 6531

Fax No. : +91 (11) 2692 1792

Dato’ Lat and Ida Nerina on the set of Lat and Ida, an Astro TV programme from the 1990s.

ASTRO ALL ASIA NETWORKS plc (994178-M)

All Asia Broadcast Centre, Technology Park Malaysia,Lebuhraya Puchong-Sungai Besi, Bukit Jalil, 57000 Kuala Lumpur, MalaysiaTel : +603 9543 6688Fax : +603 9543 6877Website : www.astroplc.comE-mail : [email protected]

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