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AMENDMENT AND/OR ADDITION TO INFORMATION DISCLOSURE
IN CONNECTION WITH THE PLAN TO ADD BUSINESS ACTIVITIES
IN ORDER TO FULFILL
FINANCIAL SERVICES AUTHORITY REGULATION NUMBER 17/POJK.04/2020
REGARDING MATERIAL TRANSACTION AND CHANGE OF BUSINESS ACTIVITIES (“POJK 17/2020”)
(“INFORMATION DISCLOSURE”)
INFORMATION DISCLOSURE TO SHAREHOLDERS IS MADE TO PROVIDE AN EXPLANATION TO THE PUBLIC
IN CONNECTION WITH THE COMPANY'S PLAN TO CARRY OUT
ADDITION OF BUSINESS ACTIVITIES
PT MORA TELEMATIKA INDONESIA TBK
(”The Company”)
Main Business Activities:
Engaged in telecommunication activities with cable, internet service provider,
internet interconnection services (NAP), and Data Center.
Based in Central Jakarta, Indonesia
Head Office: Branch and Customer Service Office
Grha 9, Lantai 6 As of the issuance of this Disclosure of
Jl. Panataran No. 9, Proklamasi, Jakarta 10320 Information, the Company has 2 Branch Offices
Indonesia and 22 Customer service Offices spread across
Telp. (021) 3199 8600 Fax. (021) 314 2882 Jakarta, Bekasi, Bogor, Bali, Medan, Pontianak,
Website: www.moratelindo.co.id Pangkalpinang, Jambi, Pekanbaru, Bandung,
Email: corsec@moratelindo.co.id Tangerang Selatan, Batam, Palembang, and
Surabaya.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, BOTH INDIVIDUALLY
AND COLLECTIVELY, ARE FULLY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF THE
INFORMATION OR MATERIAL FACTS AS DISCLOSED IN THIS INFORMATION DISCLOSURE, AND AFTER
CONDUCTING REASONABLE AND CAREFUL RESEARCH, HEREBY DECLARE THAT TO THE BEST OF THE
KNOWLEDGE AND BELIEF OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE
COMPANY, THE INFORMATION CONTAINED IN THIS INFORMATION DISCLOSURE IS CORRECT AND THERE
ARE NO IMPORTANT FACTS, MATERIAL AND RELEVANT INFORMATION WHICH IF NOT DISCLOSED OR
OMITTED IN THIS INFORMATION DISCLOSURE, CAUSING THE INFORMATION PROVIDED IN THIS PUBLIC
DISCLOSURE TO BE UNTRUE AND/OR MISLEADING.
This Information Disclosure is published in Jakarta on May 31, 2024.
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INTRODUCTION
Through this Information Disclosure, the Company plans to make Change of Business Activities in the form
of adding new Business Activities based on KBLI in 2020 as regulated in the Central Bureau of Statistics
Regulation No. 2 of 2020 concerning the Indonesian Standard Industrial Classification (“KBLI 2020”) as
explained in more detail in the Explanation, Consideration, and Reasons for the Change of Business
Activities section (hereinafter the addition of the above Business Activities is referred to as “Changes of
Business Activities”).
This Public Disclosure is made in order to fulfill the provisions of Article 22 paragraph 1 letter (c) POJK
17/2020, which requires the Company to announce Public Disclosure regarding plans to Change of Business
Activities to shareholders together with the announcement of the General Meeting of Shareholders.
In connection with the plan to Change of Business Activities and in accordance with the provisions of POJK
17/2020, the Company plans to seek Shareholders' approval at the Extraordinary General Meeting of
Shareholders (EGMS) of the Company which is planned to be held on Thursday, June 13, 2024.
Furthermore, the Company announces this Information Disclosure to Shareholders through the Company's
website and the IDX website together with the date of the announcement of the Company's EGMS. In
addition, the Company also provides data regarding Change of Business Activities for Shareholders since
the announcement of the Company's EGMS and submits Public Disclosure and supporting documents to
the Financial Services Authority (“OJK”) with the provisions as stipulated in POJK 17/2020.
After obtaining Shareholder approval at the EGMS, the Company will continue the process of obtaining
licenses from relevant agencies in connection with the Addition of Business Sector, but not limited to
obtaining licenses from the Investment Coordinating Board and the Ministry of Communication and
Information.
Up to the date of issuance of this Disclosure of Information, there are no third parties or other parties who
have submitted objections to the Company on the plan to Change of Business Activities. The Company in
this case will always fulfill the applicable laws and regulations in following up on this matter.
The information as stated in this Public Disclosure is submitted to the Shareholders so that the Shareholders
can obtain complete information regarding the plan to Change the Company's Business Activities. This
Disclosure of Information is also a basis for consideration for Shareholders in order to give their approval
related to the plan to Change of Business Activities at the EGMS of the Company.
DESCRIPTION OF THE COMPANY
PT Mora Telematika Indonesia Tbk (“Perseroan”)
Brief History
The Company is domiciled in Central Jakarta, established under Deed No. 30 dated August 8, 2000
made before Daniel Parganda Marpaung, S.H., Notary in Jakarta. The deed of establishment has
been approved by the Minister of Justice and Human Rights of the Republic of Indonesia based on
Decree No. C-25621.HT.01-01.TH.2000 dated December 21, 2000, announced in State Gazette
No. 58 dated July 20, 2007, Supplement No. 7264. The Company's Articles of Association have
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been adjusted to the Company Law based on Deed of Meeting Resolution No. 5 dated February
11, 2008, made before Tahir Kamilli, S.H., M.H., M.Kn., Notary in Jakarta. The Deed has been
approved by the MOLHR under Decree No. AHU-26803.AH.01.02.Year 2008 dated May 21, 2008
and has been registered in the Register of Companies in accordance with the provisions of the
Company Law under No. AHU-0039229.AH.01.09. Year 2008 dated May 21, 2008. The Company's
articles of association have been amended several times, and the latest amendment is as stated
in the Deed of Resolution of the Shareholders Amending the Company's Articles of Association
No. 20 dated September 13, 2022, made before Aulia Taufani S.H, Notary in South Jakarta.
The Company’s main business activities based on the Statement of Shareholders’ Decision No. 95
dated April 22, 2022, made before Aulia Taufani, S.H., a Notary in South Jakarta Administrative
City, which has obtained approval from the Minister of Law and Human Rights based on Decision
No. AHU-0029846.AH.01.02.TAHUN 2022, dated April 25, 2022, and has been registered in the
Company Registry in accordance with the provisions of the Company Law with No. AHU-
0081868.AH.01.11.TAHUN 2022, dated April 25, 2022 (“Deed No. 95/2022”) are as follows:
a. Telecommunications Central Construction;
b. Telecommunications Installation;
c. Telecommunication Equipment Wholesale;
d. Cable Telecommunication Activities;
e. Internet Service Provider;
f. Telephony Internet Services for Public Purposes (ITKP);
g. Internet Interconnection Service (NAP);
h. Other Multimedia Services;
i. Data Processing Activity;
j. Hosting and YBDI Activities;
k. Web Portal and/or Digital Platform with Commercial Purposes;
l. Self-owned or leased Real Estate;
Currently, the Company’s main business activities are engaged in cable telecommunication
activities, involving cables, internet service providers, interconnection services (NAP) and Data
Center.
In connection with the Company's Main Business Activities that have been carried out at this time,
the Company has obtained all necessary licenses from the relevant Ministries/Agencies consisting
of, Internet Access Services/ISP Implementation License, Internet Access Gateway Services/NAP
Implementation License, Packet Switched-based Local Fixed Network Implementation License and
Closed Fixed Network Implementation License.
Capital Structure and Shareholding Structure
Based on the Deed of Resolution of the Shareholders Amending the Company's Articles of
Association No. 20 dated September 13, 2022, made before Aulia Taufani S.H, Notary in South
Jakarta, the Company's Capital Structure and Shareholding Structure are as follows:
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Nominal Value of IDR 100 per share
Description
Total Shares Total Nominal Value (IDR) %
Authorized Capital 32.668.308.891 3.266.830.889.100
Issued and Fully Paid Capital
1. PT Gema Lintas Benua 7.135.484.421 713.548.442.100 30,17
2. PT Candrakarya 9.653.884.260 965.388.426.000 40,83
Multikreasi
3. PT Smart Telecom 4.331.835.710 433.183.571.000 18,32
4. Public 2.525.464.300 252.546.430.000 10,68
Amount of Issued and Fully 23.646.668.691 2.364.666.869.100 100,00
Paid Capital
The Number of Shares in the 9.021.640.200 902.164.020.000
Portfolio
Composition of the Board of Directors and Board of Commissioners
The composition of the Company's Board of Commissioners and Board of Directors is based on the
Deed of Resolution of the Company's Meeting No. 58 dated March 14, 2023, made before Aulia
Taufani, S.H., Notary in Jakarta, which deed has been notified to the MOLHR as evident from the
Letter of Acceptance of Notification of Changes in Company's Data No.AHU-AH.01 .09-0101336,
dated March 16, 2023 and has been registered in the Register of Companies pursuant to the
Company Law with No. AHU-0054387.AH.01.11.TAHUN 2023 dated March 16, 2023 (“Deed No.
58”), as follows:
Board of Commissioners
President Commissioner : Indra Nathan Kusnadi
Commissioner : Karim Panjaitan
Independent Commissioner : Kanaka Puradiredja
Biard of Directors
President Director : Jimmy Kadir
Vice President Director : Genta Andhika Putra
SUMMARY OF FEASIBILITY STUDY REPORT ON BUSINESS ACTIVITY CHANGE PLAN
In accordance with the provisions of Article 22 paragraph 1 letter (b) POJK 17/2020, the Company has
appointed an Independent Appraiser registered with OJK, namely Tobing Panuturi and Partners Public
Appraisal Services Office (“TOPAZ”) as an independent party to provide a feasibility study opinion on the
plan to Change The Company's Business Activities in accordance with the proposal letter/work agreement
contract No. 0385/MK.PB/KJPP-TOPAZ/IV/2024 dated March 29, 2024.
The information about the TOPAZ colleague who gave the assessment is as follows:
Appraiser Name : Lidia, S.T., M.M., MAPPI (Cert)
Appraiser License No : B-1.17.00481
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STTD No. : STTD.PB-04/PJ-1/PM.223/2023
MAPPI No. : 12-S-03723
License Classification : Business Appraiser (B)
The effective date of the feasibility study is December 31, 2023, where the limit is taken on the basis of
consideration of the interests and objectives of the feasibility study.
The following is a summary of the Feasibility Study Report submitted by KJPP TOPAZ:
a. Purpose and Objectives
The purpose of this assignment is to provide a Feasibility Study Review on the project of adding business
activities (i) Programming activities, computer consulting and YBDI activities (KBLI 62); (ii) Wholesale
trade in software (KBLI 46512); (iii) Data communication system services (KBLI 61922); (iv) Internet of
things (IoT) consulting and design activities (KBLI 62024); (v) Web portals and/or digital platforms
without commercial purpose (KBLI 63121); (vi) Other computer programming activities (KBLI 62019);
(vii) Wireless telecommunication activities (KBLI 61200); (viii) Wholesale trade in computers and
computer equipment (KBLI 46511); (ix) Other information technology and computer services activities
(KBLI 62090); (x) Resale of telecommunication services (KBLI 61994); (xi) Internet Commerce (E-
Commerce) Application Development Activities (KBLI 62012); (xii) Web portal and/or digital platform
without commercial purpose (KBLI 63121); (xiii) Internet protocol television (IPTV) services (KBLI 61923);
(xiv) Other telephony value-added services (KBLI 61919); and (xv) Satellite telecommunication activities
(KBLI 61300). This Feasibility Study is intended for the purposes of the assignor related to POJK
No.17/POJK.04/2020 concerning Material Transaction and Change of Business Activities.
This report is prepared as a material consideration for the Company in the context of its business
interests. The report is not used outside the context or purpose and not for tax purposes.
b. Assumptions and Boundaries
-Assumptions
1. TOPAZ has reviewed the documents used in the feasibility study process.
2. In preparing this report, TOPAZ has relied on the accuracy and completeness of the information
provided by the Company and/or data obtained from publicly available information and other
information and research that we consider relevant.
3. The assignor certifies that all material information concerning the feasibility study assignment has
been fully disclosed to TOPAZ and there has been no omission of important facts.
4. TOPAZ used the financial projections submitted by the Company by reflecting the reasonableness
of the financial projections and their achievability (fiduciary duty).
5. The reports produced are open to the public unless there is confidential information, which may
affect the Company's operations.
6. TOPAZ is responsible for the feasibility study report and its conclusions.
7. TOPAZ has obtained information on the legal status of the object of the feasibility study from the
assignor.
8. This feasibility study report is intended for compliance with OJK rules and not for tax purposes.
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9. This feasibility study is prepared based on market and economic conditions, general business and
financial conditions, and Government regulations related to the Proposed Transaction to be carried
out as of the date of this study.
10.In the preparation of this feasibility study, we use several assumptions, such as the fulfillment of all
conditions and obligations of the Company and all parties involved in the Transaction Plan and the
accuracy of information regarding the Transaction Plan disclosed by the Company's management.
11.This feasibility study should be viewed as a whole and the use of part of the analysis and information
without considering other information and analysis as a whole may cause misleading views and
conclusions on the process underlying the feasibility study. The preparation of this feasibility study
is a complex process and may not be possible through incomplete analysis.
12.TOPAZ also assumes that from the date of issuance of this feasibility study until the date of the
Proposed Transaction, no changes occur that materially affect the assumptions used in the
preparation of this feasibility study. TOPAZ shall not be responsible for reaffirming or
supplementing, updating TOPAZ's opinion due to changes in assumptions and conditions and
events occurring after the date of this letter.
-Boundaries
1. The business feasibility conclusion provided for this assignment is only valid for use for the purpose
specified and stated as of the date of the feasibility study.
2. The financial statement and other information submitted by the Company or its representative for
the purpose of this assignment, have been accepted without further verification and are
considered complete and correct in reflecting the condition of the business activities and
operations of the Company or its representative for the respective periods presented. TOPAZ did
not audit, review or compile the financial information submitted to TOPAZ and accordingly, TOPAZ
does not provide an audit opinion or any form of advice on the financial information TOPAZ
received.
3. Public and industry information and statistical information has been obtained by TOPAZ from
sources TOPAZ believes to be reliable. However, TOPAZ has made no assertion as to the accuracy
or completeness of such information nor has TOPAZ performed any procedures to confirm such
information.
4. TOPAZ gives no assurance regarding the achievement of the results projected by the Company or
its representatives as events and conditions often do not occur as expected; differences between
actual results and expected results may be material and the achievement of projected results will
depend on the actions, plans and assumptions of the Management of the Company or its
representatives.
5. The conclusion of the business feasibility opinion provided in this assignment is based on the
assumption that the current level of expertise and effectiveness of management will continue to
be maintained, and that the character and integrity of the Company or its representatives will not
change materially or significantly as a result of the transfer of ownership, reorganization, exchange,
or reduced owner participation.
6. This report and the conclusion of the business feasibility opinion provided are exclusively for our
clients and the specific purposes as stated in this report. Furthermore, this report and the
conclusion of the business feasibility opinion is not intended by TOPAZ nor can it be used by its
readers as a suggestion to make investments in any form and manner whatsoever.
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7. Any further services required in the future in relation to the study conducted as per this report,
which is not limited to providing testimonies or court appearances are not required of TOPAZ,
unless there is a prior written agreement.
8. TOPAZ is not a consultant or auditor with competence in environmental matters, and therefore is
not responsible for any actual or potential liabilities associated with environmental matters.
9. TOPAZ did not conduct a specific compliance survey or analysis of the object of study to determine
whether the object of study is subject to relevant regulations and this report does not consider the
effect, if any, of any non-compliance with regulations relevant to the object of study.
10.No changes to this study report may be made except by TOPAZ, and TOPAZ is not responsible for
any changes made without authorization from TOPAZ.
11.Unless otherwise stated, no action has been taken to determine the possible effects or
interpretations, if any, of the study objects in relation to future regulations, including related
environmental and ecological issues.
12.TOPAZ's business feasibility opinion is given after TOPAZ has conducted interviews with the
management or the party appointed to represent the management of the Company or its
representative regarding the past, current and prospective results of operations.
13.Except as stated in writing, TOPAZ has relied on the affirmations of the owners, management and
other third parties with respect to the value and condition of usefulness of machinery, real estate,
investments used in the business activities of the Company or its representatives and other assets
and liabilities, unless otherwise stated in this report. TOPAZ has not attempted to obtain any
affirmation as to whether some or all of the assets of the Company or its representative are free
and clear of pledge or that the Company or its representative has legal title to all of its assets.
c. Opinion on the Feasibility of Change of Business Activities
1. Based on the review and analysis of financial and other projections, provided that all assumptions
that have been projected can be fulfilled, it is concluded that the feasibility study on the plan to
increase the Company's business activities is feasible to be carried out. The conclusions and
suggestions on the plan for additional business activities are:In relation to the comprehensive
business plan prepared by the Company's management, it can be conveyed that the plan for
additional business activities is as follows:
1. Net Present Value (NVP) of IDR 11,241 Million;
2. Internal Rate of Return (IRR) of 43.55%; and
3. Based on the results of the feasibility study, it is known that the Company obtained a profit in
2024 of IDR 1,719 million and in 2030 of IDR 2,809 million;
4. Simulated Payback Period is 3 years and 11 months;
5. Profitability Index is 3.81.
2. The Company is a telecommunications infrastructure and network provider. An experienced
management team is required. The Company needs to develop digital technology to provide
exclusive services for customers and improve operational efficiency.
3. The Company is one of the largest private telecommunications infrastructure and network providers
in Indonesia, has a strong backbone network, delivers high quality services, has a well-diversified
multinational client base, and has a proven track record in developing Indonesia's digital
infrastructure. This demonstrates the Company's capability to compete with similar companies and
can easily build market share and gain potential clients.
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4. The Company's strategy to overcome risks and challenges in carrying out business activities, namely:
1. Continuously innovate product offerings to meet market demand and needs, one of which is by
conducting continuous development.
2. Carry out a capital strategy by establishing cooperation with banks / other financial institutions,
as well as with existing and future investors.
3. Constantly developing business to strengthen the Company's position and provide good service
in terms of quality, ensuring prices remain competitive, and ensuring product excellence. The
Company also continues to develop its human resources in various fields.
d. Methodology used in preparing the feasibility study report
The methodology used in preparing the feasibility study report based on POJK No. 35/POJK.04/2020 and
SEOJK No.17/SEOJK.04/2020 concerning Assessment and Presentation of Business Valuation Reports in
the Capital Market and the Indonesian Appraisal Code of Ethics (‘KEPI’) as well as the Indonesian
Appraisal Standards (‘SPI’) VII Edition of 2018 and Revised Edition of 2020 are:
Data Collection
Collection of primary data on the plan to increase business activities includes data on investment
plans and business plans and other relevant data. This primary data was obtained directly through
interviews with various parties, especially from MTI management during field investigations.
Secondary data collection obtained from various agencies or third parties in the form of statistical
figures and various supporting data relevant to the assignment objectives such as macroeconomic
analysis, industry analysis and risk management analysis, to evaluate the influence of these factors
in the future.
Feasibility Analysis
Conduct a feasibility analysis of the addition of business activities which refers to Article V of SEOJK
No.17/SEOJK.04/2020 including:
a. market feasibility;
b. technical feasibility;
c. feasibility of business patterns;
d. feasibility of the management model; and
e. financial feasibility;
The following is a summary of the feasibility analysis of adding business activities:
a. Market Feasibility
Based on the review and evaluation of market conditions, such as market share, sustainability,
market potential, target, and potential market value, business competitors, and marketing
strategies for new business activities, it is concluded that the addition of business activities
from the market aspect to be carried out by MTI is feasible.
b. Technical Feasibility
Based on the study and evaluation of the capacity, availability and quality of resources;
Business Process of New Business Activities, it can be concluded that the addition of business
activities from the technical aspect to be carried out by MTI is feasible.
c. Business Pattern Feasibility
Based on the review and evaluation of MTI's Competitive Advantage, Ability of Competitors to
Imitate MTI's Products; Ability to Create Added Value of Business Activities, it is concluded that
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the addition of business activities from the aspect of business patterns to be carried out by MTI
is feasible.
d. Feasibility of Management Model
Based on the review and evaluation of the availability of manpower, intellectual property
management, risk management, management capacity and capability, and the suitability of
the organisational and management structure, it is concluded that the addition of business
activities from the aspect of the management model to be carried out by MTI is feasible.
e. Financial Feasibility
Based on financial studies and analyses as well as other projections, provided that all
assumptions that have been projected can be met, it is concluded that the feasibility study of
the plan to add MTI's business activities is feasible.
The conclusions of this financial feasibility are:
1. Break Even Analysis
Based on the BEP calculation, in 2024 it is known that the BEP in units is 953 units and the
BEP in revenue is IDR 2,860 Million (where the number of operational months is 7 months).
In 2030, MTI will reach BEP in units at 3,956 units or revenue of Rp8,725 Million. Based on
this, it is known that in each year during the projection period, MTI's new business activities
will record a positive operating profit because total sales in each year exceed the BEP point.
2. Overall Profitability and Overall Return on Investment Analysis
Based on the results of the analysis, it is known that the profitability ratio and the rate of
return on investment show a positive ratio starting in 2024. GPM is projected at 77.29%
while OPM and NPM are projected at 26.92% and 21.00% in 2030. For ROI, it is projected
to reach 70.27% in 2030, a large ratio value is the result of the calculation of the division
of net profit of IDR 2,811 million against the initial investment of IDR 4,000 million.
3. Financial Feasibility Analysis with Net Present Value (‘NPV’), Internal Rate of Return (‘IRR’),
Payback Period and Profitability Index
a. Net Present Value (NVP) of IDR 11,252 Million;
b. Internal Rate of Return (IRR) of 43.58%; and
c. Simulated Payback Period is 3 years and 11 months;
d. Profitability Index of 3.81.
With the results of this analysis, MTI's new business activities are feasible because the NPV
is positive, the IRR is greater than the discount rate, the payback period is fast and the PI
is greater than 1.
4. Sensitivity Analysis
Based on the results of the analysis above, it shows that the plan to add business activities
is sensitive to an increase in capital injection, a decrease in revenue, and direct expenses
and operating expenses.
Based on the study, evaluation of market aspects, technical aspects, business pattern aspects,
management model aspects, and financial aspects provided that all aspects are fulfilled. It is
concluded that the addition of new business activities to be carried out by MTI is feasible.
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AVAILABILITY OF EXPERTS IN CONNECTION WITH THE PLANNED CHANGES
MAIN BUSINESS ACTIVITIES
In connection with the plan to Change of Business Activities, the Company has prepared the experts needed
to support the operational implementation of the additional business activities, where the experts come
from Divisions / Departments including Commercial, Presales, Product, Strategic Business, and Partnership
where the experts are existing employees who have worked in the Company, so there are no material
additional costs incurred by the Company in recruiting experts.
The experts currently owned by the Company are in the following work units:
1. Commercial Division (assists in handling the Company's business growth by making plans, work
programmes related to market maintenance and providing input in terms of assessing the potential
for new market development)
a) 1 (one) Vice President in charge of Commercial
b) 1 (one) Head in charge of Enterprise
c) 1 (one) Head in charge of Telco
d) 1 (one) Head in charge of Wholesales
2. Service Delivery Division (assists in handling analysis and design to ensure Telecommunication services
can run as its function to support the company's business activities)
a) 1 (one) Vice President in charge of Service Delivery
b) 1 (one) Head in charge of Demand Management
c) 1 (one) Head in charge of Service Transition
3. Product & Solution Division (helps handle the development, testing, and analysis of the latest industry
trends to produce innovative and competitive products.
a) 1 (one) Head in charge of Product & Solution
b) 1 (one) Head in charge of Corporate Segment Product Management
c) 1 (one) Head in charge of Product & Solution Development
4. Strategic Business & SITAC Division (assists in handling the fulfilment and achievement of the
company's business targets and provides consideration to remain in line with regulations and/or
legislation)
a) 1 (one) Head in charge of Strategic Business & SITAC
b) 1 (one) Head in charge of Business Initiative & Partnership
c) 1 (one) Head in charge of Site Acquisition (SITAC)
d) 1 (one) Head in charge of High Rise Building (HRB) Property & Area Relation
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EXPLANATION, CONSIDERATION, AND REASONS FOR THE CHANGE OF BUSINESS ACTIVITIES
In the midst of intense business competition among Telecommunication Providers that demands to be able
to meet the increasingly complex needs of Customers, who are not only able to provide internet access
services but also able to provide value-added services such as IPTV, Internet of Things, web servers, cloud,
provision of applications such as e-learning, e-government, e-commerce, e-banking, and so on, and to
continue to be able to serve Customers in rural areas that are not covered by fibre optic cable networks,
then in order to maintain and improve the Company's performance, the Company considers it necessary
to make Change of Business Activities in this case in the form of additional business activities.
With the addition of this business activity, the Company can carry out its business activities with a wider
scope of business and services that can reach various markets, which in turn will be able to increase the
Company's revenue.
No KBLI Coverage Services
1 62 Programming Activities, The Company's scope of services is as described below
Computer Consultation in KBLI 62024, 62019, 62090 and 62012.
and YBDI Activities
2 46512 Software Wholesaling Provision of software or applications, customised or
not.
3 61922 System Services Data Provision of Internet of Things (IoT) services
Communication
4 62024 Internet of Things (loT) Provision of consulting services, design, and
Consultancy and Design manufacture of integrated system solutions on IoT
Activities hardware or software.
5 63121 Web Portals and/or Provision of a website as a communication medium for
Digital Platforms prospective customers and/or Customers.
without Commercial
Purpose
6 62019 Other Computer Provision of consulting services for analysis, design, and
Programming Activities programming for computer users' needs.
7 61200 Cordless Provision of telecommunication connectivity without
Telecommunications the use of wired media.
Activity
8 46511 Wholesale Trade in Provision of sales service for computers and their
Computers and accessories.
Computer Equipment
9 62090 Information Technology Information and Communication Technology (ICT)
Activities and Other Integration Solution
Computer Services
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10 61994 Telecommunication Provision of telecommunication services such as
Resale Services telephony services, Internet Protocol Television (IPTV)
Services, and Content Subscription Services.
11 62012 E-Commerce Provision of a website and/or application to sell online.
Application
Development Activity
12 61923 Internet Protocol Penyediaan layanan siaran televisi berbasis internet
Television (IPTV) protocol; Set Top Box (STB) dan IPTV Services
Services
13 61919 Other telephony value- Telecommunication Support Services
added services
14 61300 Satellite Provision of telecommunication connectivity with
Telecommunications Satellite media.
Activity
Through the addition of Business Activities as mentioned above, the Company will provide a wider range
of services and products. The development of solutions is provided by the Company in digital platforms,
software, hardware, managed services or services that are consolidated into a unified solution that can be
utilised for corporate businesses in all industrial sectors (private and public) and also for the retail segment.
Currently, the Company continues to prepare all matters related to the plan to Change of Business
Activities. With the readiness of existing resources, the Company plans to be able to carry out the Change
of Business Activities in stages along with the process of obtaining licences from the relevant
Ministries/Agencies. In addition, the Company has also prepared several things in connection with the
Change of Business Activities, including (i) its own resources, (ii) sources of funds for capital expenditure
(capex) needs used approximately IDR 4,000,000,000,- (four billion Rupiah), and (iii) a clear marketing
strategy for the intended plan. The Company will carry out the Change of Business Activities provided that
all licences from the relevant Ministries/Agencies in connection with the Change of Business Activities have
been obtained. The permits that must be obtained later in connection with the Change of Business Activity
plan, in the event that the Company intends to carry out the business activities mentioned above, are the
Licence for the Implementation of Telecommunication Services for data communication system services
(SISKOMDAT).
Information on Comparison of Financial Ratios Before and After the Addition of Business Activities
1. Financial Ratios Before the Addition of Business Activities
Description 2024 2025 2026 2027 2028
GPM 58,15% 59,25% 59,31% 60,06% 61,03%
OPM 33,09% 33,99% 34,80% 36,40% 38,84%
NPM 15,50% 17,79% 20,01% 22,41% 25,39%
ROE 8,91% 9,88% 11,01% 12,19% 13,59%
ROA 4,63% 5,40% 6,53% 7,60% 9,07%
CR 2,11 1,66 2,12 2,65 2,36
Current Ratio 0,64 0,62 0,91 1,45 1,42
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DER 73,93% 61,50% 49,26% 44,09% 32,94%
DAR 38,43% 33,64% 29,21% 27,50% 21,98%
2. Financial Ratios After the Addition of Business Activities
Description 2024 2025 2026 2027 2028
GPM 58,17% 59,28% 59,34% 60,09% 61,06%
OPM 33,10% 34,00% 34,81% 36,40% 38,83%
NPM 15,52% 17,81% 20,03% 22,41% 25,38%
ROE 8,93% 9,90% 11,03% 12,20% 13,59%
ROA 4,64% 5,42% 6,54% 7,61% 9,08%
Current Ratio 2,11 1,66 2,12 2,66 2,37
Cash Ratio 0,64 0,62 0,92 1,45 1,43
DER 73,88% 61,43% 49,20% 44,03% 32,89%
DAR 38,42% 33,62% 29,19% 27,47% 21,96%
It is known that the projected financial ratios after the addition of business activities show an increase in
terms of liquidity, profitability and solvency. The liquidity ratio current ratio and cash ratio projected after
the addition of business activities are slightly above the projections before the addition of business activities,
and the solvency ratios DER and DAR projected after the addition of activities are slightly below the
projections before the addition of business activities.
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EXPLANATION OF THE EFFECT OF CHANGE OF BUSINESS ACTIVITIES
The Change of Business Activities is expected to have a positive financial impact on the Company. The
revenue generated by the Change of Business Activity in the first year of the projection is IDR 5,828 million
and has an average growth until 2030 of 5.00% with an average gross profit margin of 72.15%. For the
Change of Business Activity, the return on investment at the end of the average projection period is 43.55%.
Based on the analysis conducted, the Change of Business Activity is targeted to increase the scale of the
Company's business and be able to make a positive contribution to revenue and net profit in the future.
Changes in business activities will have a positive impact on the Company's business continuity and will
certainly have an impact on the Company's financial condition. With this Change of Business Activities, the
Company's operating income will increase. This is expected to provide added value for the Company's
Shareholders.
Overview of the Company's Key Financial Data:
Profit and loss review
2019 2020 2021 2022 2023
Keterangan/Description
Audited Audited Audited Audited Audited
Penjualan / Revenue 4,062,381,551,751 3,765,688,134,794 4,180,073,066,155 4,647,651,287,354 4,306,324,172,668
Laba (Rugi) Usaha / Profit (Loss)
1,335,225,461,332 1,571,416,685,288 1,543,991,779,484 1,566,185,744,922 1,506,789,888,710
From Operation
Lama (Rugi) Sebelum Pajak
Penghasilan / Profit (Loss) Before 859,893,480,394 789,003,277,190 801,577,102,383 875,247,755,904 895,148,859,076
Income Tax
Laba (Rugi) Tahun Berjalan / Profit
676,050,093,399 679,677,575,440 671,378,603,195 672,897,955,795 679,171,399,908
(Loss) for The Period
Jumlah Laba (Rugi) Komprehensif /
Total Comprehensive Income 662,843,615,764 1,014,718,610,347 682,762,219,331 698,901,539,234 685,376,688,033
(Loss)
Review of financial position
2019 2020 2021 2022 2023
Keterangan/Description
Audited Audited Audited Audited Audited
Aset Lancar / Current Assets 3,730,066,559,985 2,779,603,714,290 3,442,650,087,617 3,587,826,441,101 3,833,451,836,997
Aset Tidak Lancar / Non-Current
9,065,871,336,896 10,615,918,806,294 11,122,751,010,461 11,331,100,928,583 11,065,808,882,046
Assets
Jumlah Aset / Total Assets 12,795,937,896,881 13,395,522,520,584 14,565,401,098,078 14,918,927,369,684 14,899,260,719,043
14
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2019 2020 2021 2022 2023
Keterangan/Description
Audited Audited Audited Audited Audited
Liabilitas Jangka Pendek / Current
3,178,349,312,376 1,932,789,258,012 3,434,466,972,634 2,999,545,994,964 3,653,944,275,582
Liabilities
Liabilitas Jangka Panjang / Non-
7,424,817,546,364 8,255,273,214,084 6,572,556,418,461 5,680,790,054,469 4,321,348,435,176
Current Liabilities
Jumlah Liabilitas / Total Liabilities 10,603,166,858,740 10,188,062,472,096 10,007,023,391,095 8,680,336,049,433 7,975,292,710,758
Ekuitas / Equity 2,192,771,038,141 3,207,460,048,488 4,558,377,706,983 6,238,591,320,251 6,923,968,008,285
Liabilitas dan Ekuitas / Liabilities
12,795,937,896,881 13,395,522,520,584 14,565,401,098,078 14,918,927,369,684 14,899,260,719,043
and Equity
Information related to Public Accountant
Tahun/Year Auditor / Auditor Nama Akuntan dan Nomor Izin Akuntan Publik / Name Nomor dan Tanggal / Number and Date Opini / Opinion
of Public Accountant and Public Accountant License
Number
31 December 2019 Mirawati Sensi Idris Ahmad Syakir dengan Izin Akuntan Publik No. AP 0153 No : 00464/2.1090/AU.1/06/0153-2/1/III/2020
Date : 23 Maret 2020 Wajar, dalam semua
hal yang material /
Fairly, in all material
respects
31 December 2020 Mirawati Sensi Idris Jacinta Mirawati dengan Izin Akuntan Publik No. AP 0154 No : 00034/2.1090/AU.1/06/0154-1/1/III/2021
Date : 18 Maret 2021 Wajar, dalam semua
hal yang material /
Fairly, in all material
respects
31 December 2021 Mirawati Sensi Idris Ahmad Syakir dengan Izin Akuntan Publik No. AP 0153 No : 000743/2.1090/AU.1/06/0153-
1/1/VI/2022 Date : 23 Juni 2022 Wajar, dalam semua
hal yang material /
Fairly, in all material
respects
31 December 2022 Mirawati Sensi Idris Ahmad Syakir dengan Izin Akuntan Publik No. AP 0153 No : 00556/2.1090/AU.1/06/0153-2/1/IV/2023
Date :18 April 2023 Wajar, dalam semua
hal yang material /
Fairly, in all material
respects
31 December 2023 Mirawati Sensi Idris Ahmad Syakir dengan Izin Akuntan Publik No. AP 0153 No : 00086/2.1090/AU.1/06/0153-3/1/III/2024
Date :14 Maret 2024 Wajar, dalam semua
hal yang material /
Fairly, in all material
respects
The impact on financial performance of the Change of Business Activities is as follows:
1. Based on the summary projection figure of the financial performance of the Change of Business
Activities, it is known that the Company's total revenue from June to December 2024 is IDR 5,828
Million, increasing every year until it reaches IDR 13,388 Million in 2030. The Company's net profit
from June to December 2024 amounted to IDR 1,719 Million and in 2030 amounted to IDR 2,811
Million.
2. Based on the summary figure of the projection of the financial performance of the Change of
Business Activities, it is known that the company's total assets in 2024 amounted to IDR 5,984
Million and reached IDR 24,613 Million in 2030. Total liabilities in 2024 amounted to IDR 264 Million
to reach IDR 574 Million in 2030. Total equity in 2024 amounting to IDR 5,719 Million to reach IDR
24,613 Million in 2030.
3. Based on the summary figure of the projection of the financial performance of the Change of
Business Activities, it is known that the cash flow of operating activities from June to December
2024 shows a positive cash flow of IDR 1,434 Million to reach IDR 5,528 Million in 2030. Cash flows
from investing activities from June to December 2024 showed negative cash flows of minus IDR
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3,500 Million and in 2030 of minus IDR 3,500 Million. MTI has no financing activities during the
projection period.
4. Based on the summary projection figure of the financial performance of the Change of Business
Activities, it is known that MTI's profitability ratio is positive from 2024 to 2030. In 2030, MTI's
gross profit margin, operating profit margin, and net profit margin were 77.29%; 26.92%; and
21.00%.
The main assumptions used in this analysis regarding Change of Business Activities are:
1. The cut off date of the Feasibility Study is 31 December 2023, so the projection period starts
from 1 January 2024 to December 2030. The addition of new business activities is estimated to
be implemented in June 2024 so that in 2024, revenues and expenses begin to exist at the
beginning of June 2024 until the end of December 2024, which is 7 (seven) months.
2. Based on management assumptions, the quantity of units sold per month is 278 Mbps with an
increase of 11% per year during the projection period. The average fee per unit is IDR 3 Million
with a decrease in fee of 5% per year during the projection period.
3. Based on management assumptions, the percentage of 3rd party link cost to revenue is 19.55%
in 2024 and decreases by 0.5% per year during the projection period.
4. Based on management assumptions, the percentage of BHP USO cost to revenue is 1.75% per
year and inventory cost and others is 4.42% per year during the projection period.
5. Based on management assumptions, the increase in operating expenses is assumed to be 5%
per annum over the projection period.
6. Historically, the depreciation period of an asset is 5 years.
7. The tax rate is assumed to be 22% per annum over the projection period.
8. The working capital turnover assumptions during the projection period are as follows:
Working Capital
2024 2025 2026 2027 2028 2029 2030
Turnover
Accounts
60 60 60 60 60 60 60
Receivable
Accounts
30 30 30 30 30 30 30
Payable
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INFORMATION ON ORGANIZATION OF THE EGMS
In accordance with the provisions of POJK 17/2020, the Change of Business Activities as described in this
Information Disclosure will be sought for approval from the Company's Shareholders at the EGMS of the
Company which is planned to be held on Thursday, June 13, 2024. Furthermore, in the EGMS Agenda
related to the Change of Business Activities, there will be a discussion regarding the feasibility study on the
Change of Business Activities of the Company as required under POJK 17/2020.
Shareholders who are entitled to attend or be represented at the EGMS are Shareholders whose names
are registered in the DPS on May 21, 2024 and/or owners of the Company's shares recorded in the
securities sub-account of PT Kustodian Sentral Efek Indonesia (KSEI) at the close of stock trading on the
Indonesia Stock Exchange (IDX) on May 21, 2024. The following are important dates in relation to the
Company's EGMS:
No Agenda Date
1 Announcement of the EGMS Tuesday, May 7, 2024
2 Information Disclosure regarding the plan to Change of Tuesday, May 7, 2024
Business Activities
3 DPS date to determine the Company's Shareholders who are Tuesday, May 21,
entitled to attend the EGMS (recording date) 2024
4 Summon of the EGMS Wednesday, May 22,
2024
5 Implementation of the EGMS Thursday, June 13,
2024
6 Submission of Summary of Minutes of the EGMS Wednesday, June 18,
2024
Announcement, Summon and Submission of Summary of Minutes of the EGMS as mentioned above will be
announced by the Company to Shareholders through the IDX website, the Company's website and the
easy.KSEI system.
The Company will seek the approval of the EGMS by taking into account the provisions stipulated in the
Financial Services Authority Regulation Number 15/POJK.04/2020 regarding the Plan and Implementation
of the General Meeting of Shareholders of Public Companies and the Financial Services Authority
Regulation Number 16/POJK.04/2020 regarding the Implementation of the Electronic General Meeting of
Shareholders of Public Companies to make Changes of Business Activities as stated in this Information
Disclosure.
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With regard to the provisions of Article 42 POJK No. 15/POJK.04/2020 and the Company's Articles of
Association, the following are the provisions regarding the Attendance Quorum and the EGMS Decision
Quorum:
Attendance Quorum Decision Quorum
EGMS EGMS
First Agenda of the EGMS: In accordance with Article 15 In accordance with Article 15
paragraph 8 letter (a) of the paragraph 8 letter (b) of the
Approval to pledge the Company's
Company's Articles of Association, Company's Articles of Association,
assets which constitute more than
the Meeting may be convened if the resolutions of the Meeting shall
50% (fifty per cent) of the Company's
the Meeting is attended by be valid if approved by more than
net assets in 1 (one) or more
shareholders representing at least 3/4 (three fourths) of the total
transactions, whether related to each
3/4 (three fourths) of the total shares with voting rights present at
other or not.
number of shares with valid voting the Meeting.
rights.
Second Agenda of the EGMS: In accordance with Article 12 Resolutions of the Meeting shall be
paragraph 1 of the Company's valid if approved by more than 2/3
Approval of the amendment to
Articles of Association, the Meeting (two-thirds) of the total shares with
Article 3 of the Company's Articles of
may be convened if the Meeting is voting rights present at the
Association related to the addition of
attended by shareholders Meeting.
the Company's business activities,
representing at least 2/3 (two-
including discussion of the Feasibility
thirds) of the total number of
Study regarding the addition of the
shares with valid voting rights.
Company's business fields in order to
fulfil the requirements and provisions
of the Financial Services Authority
Regulation No.17/POJK.04/2020
regarding Material Transaction and
Change of Business Activities (‘’POJK
17/2020’’).
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ADDITIONAL INFORMATION
With due observance of the provisions of Article 23 letter e POJK No.17/2020, the Company declares that
there are no other undisclosed material matters relating to the new Business Activity other than the
material matters that have been submitted by the Company in the Public Disclosure document as well as
Amendments and/or Additions to this Information Disclosure.
To obtain further information in connection with the plan to change Business Activities as disclosed in this
Public Disclosure, the Company's Shareholders can contact the Company on any day and working hours of
the Company at the address below:
PT Mora Telematika Indonesia Tbk.
Head Office:
Grha 9, Lantai 6
Jl. Panataran No. 9, Proklamasi, Jakarta 10320 Indonesia
Telp. (021) 3199 8600 Fax. (021) 314 2882
Website: www.moratelindo.co.id
Email: corsec@moratelindo.co.id
Best Regards,
The Board of Directors
19
Names mentioned 21 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×5
unresolved
org
Ministry of Communication
p.2
unresolved
person
Daniel Parganda Marpaung
· Notaris
p.2
unresolved
org
Minister of Justice and Human Rights
p.2
unresolved
person
Tahir Kamilli
· Notaris
p.3
unresolved
person
Aulia Taufani
· Notaris
p.3 ×3
unresolved
org
Minister of Law and Human Rights
p.3
unresolved
person
Lidia
p.4
unresolved
org
KJPP TOPAZ
p.5
unresolved
org
Business Initiative & Partners
p.10
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.17
unresolved
org
Indonesia Stock Exchange
p.17
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