REG - BigDish PLC - Annual Financial Report
30/09/2020 07:00
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RNS Number : 5606A BigDish PLC 30 September 2020
BigDish Plc
("BigDish" or the "Company")
Annual Report and Accounts 2020
BigDish Plc (LON: DISH), a food technology company is pleased to announce the
publication of the Annual Report and Accounts for the year ending 31 March
2020.
Unsurprisingly, the Covid-19 pandemic has had a significant impact on the UK
hospitality sector. Whilst the number of restaurants have significantly
increased on the BigDish platform the primary strategy for the year ahead is
to ensure that the technology goals are achieved. The Company is pleased
that it has recently secured sufficient funding to the end of the second
quarter of 2021 and a conditional funding agreement for USD 5 million subject
to primarily achieving certain technology goals.
Enquiries:
Zak Mir, Digital Communications Officer, BigDish +44 (0) 7867 527659
zak@bigdish.com
Jonathan Morley-Kirk, Non-Executive Chairman jmk@bigdish.com
BigDish PLC
Annual Report and Accounts
2020
COMPANY INFORMATION
Directors
Aidan
Bishop
Executive Director
Jonathan Morley-Kirk
Non-executive Chairman
Simon Perrée*
Non-executive Director
*Resigned 24 September
2020
Senior
Management
Tom
Sumner
Chief Executive Officer
Company
Secretary
Roger
Matthews
Registered office of the Company 2nd Floor,
Woodford House
Peter Street
St Helier JE2 4SP
Jersey
Auditor
PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London E14
4HD
Banker
Barclays Bank
39-41 Broad Street
St Helier
Jersey
CONTENTS
Directors and Governance
Chairman's Report
4
Chief Executive's Comment
5
Report of the Directors
6
Strategic Report
11
Accounts
Independent Auditor's Report to the Members on BigDish PLC
12
Consolidated Statement of Comprehensive Income
15
Consolidated Statement of Financial Position
16
Consolidated Statement of Changes in Equity
17
Consolidated Cash Flow Statement
18
Notes to the Accounts
19
CHAIRMAN'S REPORT
What a difference a year makes! At last period end I had looked forward to a
year of steady progress and bedding down of the Group's technologies and
strategies. Alas, this was before the world had heard of COVID-19.
Before the pandemic struck the business had decided to move from a "boots on
the ground" to a call centre approach to building up the number of restaurants
that used the BigDish app. This was a seamless transition and started to show
positive progress. The number of restaurants increased substantially. At the
time of this report there are over 2,000 restaurant partners on BigDish.
Sanj Naha, CEO, migrated to being a consultant with his focus on large
national groups. Tom Sumner, was appointed as the new CEO in December 2019. He
built up the Group's call centre quickly and produced some promising numbers.
The business was impacted severely when the UK Government closed UK
restaurants as a way of fighting the COVID-19 pandemic. The business was put
on hold as all staff were furloughed. The technical team, based in Manila,
have taken the opportunity to re-engineer the BigDish app in a way that makes
it more useful to restaurants in running their businesses. This development is
now being run out to UK restaurants and the reception so far has been
positive. It is early days for the new process and assuming UK restaurants get
back to normal in the near term then it is hoped that the business will start
to grow again.
The future for any business in a pandemic is more difficult to predict. There
may be further problems for the Group if lockdown rules are re-imposed on UK
restaurants.
My thanks go to the teams based in UK and in Manila for all their hard work
under difficult circumstances.
Jonathan Morley-Kirk
Chairman
29 September 2020
CHIEF EXECUTIVE'S COMMENT
The period has largely been defined by COVID-19 and its impact on the
restaurant sector. Difficult circumstances bring about different responses
and BigDish has responded proactively. Aside from the number of restaurants
growing exponentially, we have been able to make key strategic decisions
regarding the future of the Company.
The restaurant sector of the future will look very different to what it looks
like now. Restaurants will have to embrace off-premise dining as an
essential part of their business and technology and business innovation will
be center stage. BigDish-to-GO is the first of a number of innovations to be
launched as we build out what will become a Super App. A Super App is an
umbrella App within a number of apps.
The food delivery market has thrived during the pandemic which has also seen
an acceleration in changing consumer habits. BigDish has been developing
technology in order to expand its services and give more reasons for consumers
to use BigDish. Delivery and pick up is just the beginning of various
innovations that we have planned. This will require our immediate focus to
remain on technology development.
The financial results for the Group are as detailed in the Report of the
Directors and the audited accounts and for the period ended 31 March 2020 show
a loss before taxation of GBP 1,455,457 (31 March 2019 showed a re-stated
re-current loss of GBP 1,092,979). The Group has undertaken a going concern
analysis, as detailed in note 2.3 of the audited accounts, are the accounts
are presented on a going concern basis.
The Group undertook detailed reviews during the period to improve the
recurrent position, which are as detailed in the Strategic Report. The
accounts for the period ended 31 March 2019 have been re-stated to include
additional costs incurred by the Group on the acquisition of BigDish UK Ltd
and LooLoo - these resulted in an additional acquisition cost being recognised
in the prior period, which was impaired and thus led to an additional
impairment charge in the period of GBP 494,923.
I look forward to the year ahead which will see BigDish active in both
on-premise and off-premise dining in a number of ways.
Tom Sumner
Chief Executive Officer
29 September 2020
REPORT OF THE DIRECTORS
The Directors present the report together with the audited accounts of the
Company for the year ended 31 March 2020.
The Company
BigDish Plc, the parent Company, is registered (registered number 121041) and
domiciled in Jersey. It was incorporated on 11 April 2016.
Principal Activity and Business Review
The Company's principal activity during the year ended 31 March 2020 was a
holding company, holding subsidiaries trading under the "BigDish" brand in
United Kingdom and a technology development centre in the Philippines. The
Group's principal activity is to develop and market a technology platform for
restaurants - reservations, delivery and pick up all in one place.
Results and Dividends
The results of the Group for the period ended 31 March 2020 show a loss before
taxation of GBP 1,455,457 (31 March 2019 showed a re-stated loss of GBP
4,129,863).
31 Mar 2020 31 Mar 2019
(Re-stated)
(GBP) (GBP)
Loss as reported (1,455,457) (4,129,863)
Add back non-recurrent/non-cash costs:
IPO costs - August 2018 admission - 423,076
Acquisition write off* - 1,485,860
IP write off - 332,236
Share-based payment charge** 103,145 795,712
Recurrent operational loss (1,352,312) (1,092,979)
* The goodwill arising on acquisition has been written off as the
Directors believe that until the business develops further it is not
appropriate to capitalise the costs incurred.
** Charge incurred as required by IFRS even though the share options
have not been exercised.
The Directors do not recommend the payment of a dividend for the period ended
31 March 2020 (2019 Nil).
The Directors note that bank confirmations have been received for certain 31
March 2019 bank accounts balances for which bank confirmations were not
received for the 2019 audit. Bank confirmations have been received for all
accounts held as at 31 March 2020. There is no qualification in respect of
bank balances as at 31 March 2020.
Carbon Dioxide Emissions
At this stage of its developments, the Directors are unable to measure the
Group's carbon dioxide emissions from its operations.
Future Developments
The Company's future developments are outlined in the Strategic Report
section.
Principal Risks and Uncertainties
The principal business risks that have been identified are as below.
COVID-19 Risks
The restaurant sector has experienced significant disruption from COVID-19.
This has impacted the Company's business and continues to do so. The Company
continues to monitor the impact of COVID-19 on an ongoing basis and expects
that some of its restaurant partners may not remain in business as a result.
BigDish has been further developing its technology to address both
in-restaurant dining and off-premise dining. This will ensure that BigDish
mitigates against business risks associated with in-restaurant dining and
COVID-19.
Marketplace Risk
The Company is operating in a competitive market and faces competition from
other companies who do or may in the future offer a similar service on similar
terms. Competitors may have much greater access to capital than the Company.
If the Company is unable to attract sufficient restaurants and potential
customers at the rate expected, the Company may be unable to successfully
compete in the market which may have a material adverse impact on its future
prospects.
Restaurants may not continue to accept the value proposition that BigDish
offers which could lead to the number of restaurants signing up and continuing
to use BigDish to decline which may affect the Company's prospects.
Funding Risk
The Company has not reached breakeven due to the early stage of business
development. This therefore requires that the Company raises additional
capital periodically. There can be no guarantees that additional capital will
be available when required.
Technology Risk
The success of the Company is dependent on the technical capabilities of its
app and appeal to users. If technical issues arise or the technology is not as
appealing as competitors' technology, this may have a significant impact on
the Company's ability to attract and retain restaurants and attract customers
to use BigDish. The costs associated with remaining competitive may be
disproportionate to the revenues generated by the Company which may result in
an adverse impact on the Company's financial position.
Key Personnel Risk
The loss of/inability to attract key personnel could adversely affect the
business of the Company. The Company is dependent on the experience and
abilities of its executive Directors and certain Senior Managers and
technology staff. If such individuals were to leave the Company, and the
Company was unable to attract suitable experienced personnel to compensate for
those departing, it could have a negative impact on the rate of growth of the
business.
Security Risk
Any unauthorised intrusion, malicious software infiltration, network
disruption, denial of service or similar act by a malevolent party could
disrupt the integrity, continuity, security and trust of the Enlarged Group's
platform. These security risks could create costly litigation, significant
financial liability, increased regulatory scrutiny, financial sanctions and a
loss of confidence in the Company's ability to serve restaurants and diners
securely, which could have a material adverse impact on the Company's
business.
Compliance Risk
The Company may process personal data (names, emails and telephone numbers),
which may be considered sensitive, as part of its business. The Company may be
subject to investigative or enforcement action by regulatory authorities in
the Company's countries of operations if it acts or is perceived to be acting
inconsistently with the terms of its privacy policy, customer expectations or
the law. The Company will continue to monitor its policies to ensure on-going
compliance with the General Data Protection Regulation (GDPR) regulations.
Brexit Risk
The Company has not made contingency plans for risks associated with Brexit.
The main focus of the business is the United Kingdom and the Company does not
expect to be affected adversely by Brexit.
Any risks that may arise will be mitigated through on-going review by
Management and reporting of KPIs to the Board for periodic review and strategy
amendment as required. Further details are provided in the Strategic Report
section.
Corporate Governance
The Company is registered in Jersey. The Company is not required to comply
with the provisions of the UK Corporate Governance Code and adheres to
relevant codes required by the Jersey Financial Services Commission. The
Directors have responsibility for the overall corporate governance of the
Company and recognise the need for appropriate standards of behaviour and
accountability.
The Directors are committed to the principles underlying best practice in
corporate governance and have regard to certain principles outlined in the UK
Corporate Governance Code to the extent they are considered appropriate for
the Company given its size, early stage of operations and complexities.
Internal Control
The Directors acknowledge they are responsible for the Group's system of
internal control and for reviewing the effectiveness of these systems. The
risk management process and systems of internal control are designed to manage
rather than eliminate the risk of the Group failing to achieve its strategic
objectives. It should be recognised that such systems can only provide
reasonable and not absolute assurance against material misstatement or loss.
The Company has well established procedures which are considered adequate
given the size of the business. The Company is at an early stage in its
development and directors and senior management are directly involved in
approving all significant investment and expenditure decisions of the Company
and its subsidiaries.
Audit Committee
The Company has established an Audit Committee with delegated duties and
responsibilities. The Audit Committee will be responsible, amongst other
things, for making recommendations to the Board on the appointment of auditors
and the audit fee, monitoring and reviewing the integrity of the Company's
accounts and any formal announcements on the Company's financial performance
as well as reports from the Company's auditors on those accounts. The Audit
Committee is chaired by Jonathan Morley-Kirk and its other member is Simon
Perrée.
Events after the Reporting Period
Refer note 24 to the audited accounts.
Company Directors (served during the year)
Audit Remuneration Committee
Position Appointment Date Committee
Jonathan Morley-Kirk Non-Executive Chairman 16 April 2016 Chair Member
Simon Perrée* Non-Executive Director 30 July 2018 Member Chair
Aidan Bishop Executive Director 16 April 2016 - -
* Resigned 24 September 2020
Details of the Directors and CEO can be found at:
https://www.bigdishplc.com/team/ (https://www.bigdishplc.com/team/)
Directors Remuneration
The remuneration of the Executive Directors is fixed by the Remuneration
Committee, which comprises of the two Non-Executive Directors. The
Remuneration Committee is responsible for reviewing and determining the
Company policy on executive remuneration and the allocation of long term
incentives to executives and employees. The remuneration of Non-Executive
Directors is determined by the Board. In setting remuneration levels, the
Company seeks to provide appropriate reward for the skill and time commitment
required in order to retain the right caliber of Director at an appropriate
cost to the Company.
The remuneration paid to, or receivable by, Directors in respect of 2020 and
2019 in relation to the period of their appointment as Director is GBP 160,000
(2019 - GBP 266,087). The Directors agreed these would be converted to equity
through the Company's Salary Sacrifice scheme (as outlined in note 8 to the
audited accounts). All amounts are short term in nature.
31 Mar 2020 31 Mar 2019
(GBP) (GBP)
Executive Directors
Aidan Bishop 120,000 129,029
Joost Boer* - 110,392
Non-executive Directors
Jonathan Morley-Kirk 20,000 13,333
Simon Perrée** 20,000 13,333
Total Remuneration 160,000 266,087
* Resigned as Director on 1 March 2019
** Resigned as Director on 24 September 2020
Share Capital
At 31 March 2020 the issued share capital of the Company stood at 348,950,355
- with 63,102,836 new shares having been issued during the period (refer note
19 to the audited accounts).
Substantial Shareholders
At 31 March 2020 the following had notified the Company of disclosable
interests in 3% or more of the nominal value of the Company's shares.
Number %
Fiske Nominees Limited* 139,735,050 40.0%
JIM Nominees Ltd 41,341,160 11.8%
Hargreaves Lansdowne (Nominees) Limited 37,436,299 10.7%
Barclays Direct Investing Nominees Limited 18,482,094 5.3%
Interactive Investor Services Nominees Limited 17,714,656 5.1%
HSBC Client Holdings Nominee (UK) Limited 12,954,267 3.7%
HSDL Nominees Limited 12,612,788 3.6%
* Includes 51,298,518 shares held by Monza Capital Ventures Limited,
which is associated with Aidan Bishop.
Employees
The Company has a policy of equal opportunities throughout the organisation
and is proud of its culture of diversity and tolerance. Employees benefit from
regular communication both informally and formally with regard to Company
issues.
Disclosure of Information to Auditor
So far as the Directors are aware, there is no relevant audit information of which the company's auditor
is unaware; and each Director has taken all the steps that he ought to have taken as a Director in order
to make himself aware of any relevant audit information and to establish that the Company's auditor is
aware of that information.
The Directors confirm to the best of their knowledge that:
· the financial statements, prepared in accordance with the relevant
financial reporting framework, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company and the
undertakings included in the consolidation taken as whole;
· the strategic report includes a fair review of the development and
performance of the business and the position of the Company and the
undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they face; and
· the annual report and accounts, taken as a whole, are fair, balanced
and understandable and provide the information necessary for shareholders to
assess the Company's position and performance, business model and strategy.
Auditor Appointment
The Company's auditor, PKF Littlejohn LLP, was initially appointed on 23 March
2020 and it is proposed by the Board that they be reappointed as auditors at
the forthcoming AGM. The auditors have expressed their willingness to continue
in office.
Statement of Directors Responsibilities
The Directors are responsible for preparing the Annual Report and the accounts
in accordance with applicable laws and regulations. The Directors have
prepared the accounts for each financial period which present fairly the state
of affairs of the Group and the profit or loss of the Group for that period.
The Directors have chosen to use the International Financial Reporting
Standards ("IFRS") as adopted by the European Union in preparing the Company's
accounts.
International Accounting Standard 1 requires that accounts present fairly for
each financial period the Company's financial position, financial performance
and cash flows. This requires the faithful representation of the effects of
transactions, other events and conditions in accordance with the definitions
and recognition criteria for assets, liabilities, income and expenses set out
in the International Accounting Standards Board's 'Framework for the
preparation and presentation of accounts'. In virtually all circumstances, a
fair presentation will be achieved by compliance with all applicable
International Financial Reporting Standards.
A fair presentation also requires the Directors to:
· consistently select and apply appropriate accounting policies;
· present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
· make judgements and accounting estimates that are reasonable and
prudent;
· provide additional disclosures when compliance with the specific
requirements in IFRS as adopted by the European Union is insufficient to
enable users to understand the impact of particular transactions, other events
and conditions on the entity's financial position and financial performance;
· state that the Group has complied with IFRS as adopted by the
European Union, subject to any material departures disclosed and explained in
the accounts; and
· prepare the accounts on the going concern basis unless it is
inappropriate to presume that the ompany will continue in business.
The Directors are also required to prepare accounts in accordance with the
rules of the London Stock Exchange for companies trading securities on the
Stock Exchange.
The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company, for safeguarding the assets, for taking reasonable steps for the
prevention and detection of fraud and other irregularities and for the
preparation of accounts.
Financial information is published on the Company's website. The maintenance
and integrity of this website is the responsibility of the Directors; the work
carried out by the auditors does not involve consideration of these matters
and, accordingly, the auditors accept no responsibility for any changes that
may occur to the accounts after they are initially presented on the web-site.
Legislation in Jersey governing the preparation and dissemination of accounts
may differ from legislation in other jurisdictions.
Directors' Responsibility Statement
The Directors confirm to the best of their knowledge:
· The Company's accounts have been prepared in accordance with
International Financial Reporting Standards (IFRSs) as adopted by the European
Union and give a true and fair view of the assets, liabilities, financial
position and profit and loss of the Group.
· The annual report includes a fair review of the development and
performance of the business and the financial position of the Company,
together with a description of the principal risks and uncertainties that they
face.
This Directors' Report was approved by the Board of Directors on 30 September
2020 and is signed on its behalf.
By Order of the Board
Jonathan Morley-Kirk
Chairman
29 September 2020
STRATEGIC REPORT
The Company's strategy has undergone several significant strategic changes
during the period. The first strategic change was to change from the 'boots
on the ground' strategy that employed territory managers to an outbound call
centre operation based in Manchester. The Company announced on 12 November
2019 that Tom Sumner was appointed as CEO to execute this strategy.
The call centre strategy resulted in substantial cost savings and an immediate
positive impact in the number of restaurants joining BigDish on a monthly
basis. At the onset of COVID-19, the Company had approximately 650 restaurant
partners in the UK.
COVID-19 had the most significant impact on the business with restaurants
being forced to close to dine-in customers. COVID-19 exposed the
vulnerability of a restaurant technology business that operates in one
particular niche. During the disruption from COVID-19, the Company strategized
to transform its business and the result of this culminated in an announcement
to the market on 6 July 2020 that it would build a Super App, which is many
apps within an umbrella app, as a complete dining solution that would focus on
both on-premise and off-premise dining. This would include launching a
delivery and pick up service called BigDish-to-GO. This strategic action
mitigates against the risk of just offering an in-restaurant service and
ensures that should the impact of COVID-19 persist that BigDish is able to
continue to provide a technology platform that will enable consumers to
continue to use. As BigDish continues to add capability to its BigDish-to-GO
product, the Directors are of the opinion that the Company will not be
adversely affected in the future.
The Company continues to monitor the impact of COVID-19 on an ongoing basis
and expects that any on-going impacts on the Company will be mitigated by the
migration to a SaaS model where the Company would not be charging restaurants
for the remainder of 2020. This is intended to build goodwill and help
restaurants recover from the effects of COVID-19.
The business model would also migrate from a transactional to a
Software-as-a-Service (SaaS) model. The rationale for this, aside from being
easier to administer from an operational perspective, is that restaurants
prefer fixed costs rather than uncapped fees and commissions. The Company
believes that BigDish-to-GO as a SaaS model presents significant advantages to
restaurants in that the technology can be deployed on the restaurant's own
website as well as the BigDish app. The fixed SaaS fees provide greater
incentive for restaurants to market the service to their customer base as
opposed to a commission-based delivery service where marketing is the
responsibility of the delivery platform. The Company believes the market is
ripe for a SaaS delivery model and notes that there is rising opposition
globally to the fees charged by aggregator delivery platforms. The Company
announced that as it migrates to a SaaS model that it would not be charging
restaurants for the remainder of 2020. This was also done in order to build
goodwill and help restaurants recover from the effects of COVID-19.
On 08 July 2020, Chancellor Rishi Sunak, announced the "Eat Out To Help Out"
initiative during August 2020. This presented a unique window of opportunity
for BigDish to help restaurants amplify their participation in the initiative.
BigDish was able to attract some large restaurant groups to join BigDish to
promote this initiative.
Key Performance Indicators
The Key Performance Indicators for the 12 months ahead are largely focused
around technology development but can be summarised as follows:
• Increase in the size of the technology development team to up to 30
persons
• Build out the BigDish technology platform to the point where revenues
can be generated in the UK from 2021
• Determine the pricing of the SaaS model by the end of the year
• Target at least 1,000 paying restaurant partners
• Technology integration with Point-of-Sale providers to create a seamless
experience for restaurants
• Technology integration with last mile delivery partners to extend the
driver network across the UK and internationally
• Identify specific international markets for expansion
Tom Sumner
Chief Executive Officer
29 September 2020
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BIGDISH PLC
Opinion
We have audited the financial statements of BigDish Plc (the 'group') for the
year ended 31 March 2020 which comprise the Consolidated Statement of
Comprehensive Income, the Consolidated Statement of Financial Position, the
Consolidated Statement of Changes in Equity, the Consolidated Cash Flow
Statement and notes to the financial statements, including a summary of
significant accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the European Union.
In our opinion, the financial statements:
· give a true and fair view of the state of the group's affairs as
at 31 March 2020 and of its loss for the year then ended;
· have been properly prepared in accordance with IFRSs as adopted
by the European Union; and
· have been prepared in accordance with the requirements of the
Companies (Jersey) Law 1991.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the group in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2.3 in the financial statements, which indicates
that the group incurred a net loss of £1,455k during the year ended 31 March
2020 and that the group will be required to obtain further financing in order
to meet its working capital requirements for the period of 12 months from the
date of approval of the financial statements. As stated in note 2.3, these
events or conditions, along with the other matters as set forth in note 2.3,
indicate that a material uncertainty exists that may cast significant doubt on
the group's ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
Our application of materiality
We consider the loss before tax to be the most significant determinant of the
group's performance used by shareholders, with the key financial statement
items being operating expenses, impairment charges and share based payment
charges.
Whilst materiality for the group financial statements as a whole was set at
£70,000, the materiality for the parent company was set at £68,000, with
performance materiality set at 70%. The component materiality for BigDish Inc
and BigDish UK Ltd was £12,000 and £21,000 respectively, with performance
materiality set at 70%. As BigDish Ltd (Hong Kong) and BigDish PT Ventures Ltd
were deemed to be insignificant components, we set materiality at £69,999,
with performance materiality set at 70%. We applied the concept of materiality
both in planning and performing our audit, and in evaluating the effect of
misstatements.
We agreed with the audit committee that we would report to the committee all
audit differences identified during the course of our audit in excess of
£3,500. There were certain misstatements identified during the course of our
audit that were individually considered to be material and adjusted for by
management.
An overview of the scope of our audit
In designing our audit, we determined materiality and assessed the risk of
material misstatement in the financial statements. In particular, we looked at
areas requiring the directors to make subjective judgements, for example in
respect of significant accounting estimates including the valuation of
share-based payments and the consideration of future events that are
inherently uncertain. We also addressed the risk of management override of
internal controls, including evaluating whether there was evidence of bias by
the directors that represented a risk of material misstatement due to fraud.
An audit was performed on the financial information of the group's significant
operating components which, for the year ended 31 March 2020, were located in
the United Kingdom and Jersey, with the group's accounting functions being
based in the UK and Jersey.
All components were audited by PKF Littlejohn. The audits of all components
bar BigDish UK Ltd were performed solely for consolidation purposes, whilst
the audit of BigDish UK Ltd was performed for consolidation purposes as well
as local statutory purposes.
The going concern status of the group was reviewed through discussing post
year-end performance and funding plans with the Directors, obtaining and
critically assessing cashflow forecasts for the 12-month period from the date
of approval of the financial statements and ascertaining the Group's current
financial position. See the 'material uncertainty related to going concern'
section above for our conclusions drawn from the performing of the
aforementioned procedures.
The approach detailed above gave us sufficient appropriate evidence for our
opinion on the group financial statements.
Key audit matters
Except for the matter described in the Material uncertainty related to going
concern section, we have determined that there are no other key audit matters
to communicate in our report.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information. Our opinion on the group
financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon. In connection with our audit
of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we
are required to determine whether there is a material misstatement in the
financial statements or a material misstatement of the other information. If,
based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to
which the Companies (Jersey) Law 1991 requires us to report to you if, in our
opinion:
· adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not visited by us;
or
· the financial statements are not in agreement with the accounting
records and returns; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the group financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group financial statements, the directors are responsible for
assessing the group's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the group or to
cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor's report.
Other matters which we are required to address
We were appointed by the audit committee on 23 March 2020 to audit the
financial statements for the period ending 31 March 2020. Our total
uninterrupted period of engagement is 1 year, covering the period ended 31
March 2020.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the group and we remain independent of the group in conducting our
audit.
We identified areas of laws and regulations that could reasonably be expected
to have a material effect on the financial statements from our sector
experience and through discussions with the directors. We considered the
extent of compliance with those laws and regulations as part of our procedures
on the related group financial statement items. We communicated identified
laws and regulations throughout our audit team and remained alert to any
indications of non-compliance throughout the audit. As with any audit, there
remained a risk of non-detection of irregularities, as these may have involved
collusion, forgery, intentional omissions, misrepresentations, or the override
of internal controls.
Our audit opinion is consistent with the additional report to the audit
committee.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with our engagement letter dated 23 March 2020. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone, other than the company and the company's members as
a body, for our audit work, for this report, or for the opinions we have
formed.
Joseph Archer
15 Westferry Circus
For and on behalf of PKF Littlejohn
LLP
Canary Wharf
Statutory
Auditor
London E14 4HD
29 September 2020
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2020 and 15 month period ended 31 March 2019
31 Mar 2020 31 Mar 2019
(Re-stated)
Note
GBP GBP
Sales income
22,304 31,955
Cost of sales
(2,823) (445)
Gross profit
19,481 31,510
Administrative expenses
(1,379,533)
(1,068,003)
IPO costs
- (423,076)
Impairment
loss
7
- (1,818,096)
Share based payments expense
22
(103,145) (795,712)
Operating loss
(1,463,197) (4,073,377)
Other income
7,740 -
Loan note
interest
- (56,486)
Loss before taxation
(1,455,457) (4,129,863)
Income tax
expense
9
-
-
Loss for the period
6
(1,455,457) (4,129,863)
Exchange difference on translating foreign operations*
(45,363) (33,335)
Total comprehensive loss for the period
(1,500,820) (4,163,198)
Earnings per share:
Basic and diluted loss per
share
19
(0.0044) (0.0324)
*To be reclassified to Profit and Loss if the foreign entity is sold.
The accompanying accounting policies and notes form an integral part of these
accounts.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
For the year ended 31 March 2020 and 15 month period ended 31 March 2019
31 Mar 2020 31 Mar 2019 01 Jan 2018
(Re-stated) (Re-stated)
(Unaudited)
Note GBP
GBP GBP
Non-current assets
Goodwill
11
-
- 460,325
Property, Plant & Equipment
12
15,080 -
-
Intellectual property
13
-
- 244,279
15,080
- 704,604
Current assets
Trade and other
receivables
14 280,216
28,568 45,469
Cash and cash
equivalents
15 387,616
43,504 16,077
667,832
72,072 61,546
Current liabilities
Trade and other payables
16
(235,230) (1,264,384)
(374,551)
Borrowings 16
(5,186)
(4,744) -
Convertible
loans
- -
(1,622,469)
(240,416) (1,269,128)
(1,997,020)
Non-current liabilities
Trade and other payables
16
-
(31,562) -
Borrowings
16 (10,561)
(12,500) -
(10,561)
(44,062) -
Net
assets/(liabilities)
431,935 (1,241,118)
(1,230,870)
Equity
Issued share
capital
19 5,972,980
3,239,914 2
Retained
earnings
(6,816,192) (5,360,735) (1,230,872)
Other
reserves
18 1,275,147
879,703 -
Total
equity
431,935 (1,241,118)
(1,230,870)
The accompanying accounting policies and notes form an integral part of these
accounts.
These accounts were approved and signed by the Chairman.
Jonathan Morley-Kirk
Chairman
29 September 2020
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2020 and 15 month period ended 31 March 2019
Share Retained
Other Total
Capital Earnings
reserves Equity
Note GBP
GBP GBP
GBP
At 31 December 2017 (unaudited)
2
(1,230,872) -
(1,230,870)
Loss for the period
- (3,634,940)
- (3,634,940)
Other comprehensive income for the period
- -
33,335 33,335
Total comprehensive income for the period
- (3,634,940)
33,335
(3,601,605)
Warrants
reserves
-
-
89,733 89,733
Share options
reserves
-
- 756,635
756,635
Issue of new ordinary shares (net)
776,683 -
- 776,683
Issue of ordinary shares - loan
conversions
2,463,229 -
- 2,463,229
Total transactions with owners
3,239,912 (3,634,940) 879,703
484,675
At 31 March 2019
3,239,914 (4,865,812) 879,703
(746,195)
Prior period adjustment
23
-
(494,923)
- (494,923)
At 31 March 2019 (Re-stated)
3,239,914 (5,360,735)
879,703 (1,241,118)
Loss for the period
- (1,455,457)
- (1,455,457)
Other comprehensive income for the period
-
-
45,363 45,363
Total comprehensive income for the
period
- (1,455,457)
45,363 (1,410,094)
Share options
reserves
-
-
103,144 103,114
Shares to be issued reserve
-
-
246,937 246,937
Issue of new ordinary shares (net)
19 2,733,066
-
- 2,733,066
Total transactions with owners
2,733,066 (1,455,457) 395,444
1,673,053
At 31 March 2020
5,972,980 (6,816,192)
1,275,147 431,935
The accompanying accounting policies and notes form an integral part of these
accounts.
CONSOLIDATED CASH FLOW STATEMEN,T
For the year ended 31 March 2020 and 15 month period ended 31 March 2019
31 Mar 2020 31 Mar 2019
Note
GBP GBP
Cash flows from operating activities
Cash received from
customers
16,048 28,204
Cash paid to suppliers & employees
(1,349,440) (872,449)
Net cash from operating
activities
(1,333,392) (844,245)
Cash flows from investing activities
Intellectual
property
- (33,430)
Property, plant & equipment
purchase
(18,991)
Net cash used in investing
activities
(18,991) (33,430)
Cash flows from financing activities
Loan repayments
(4,740) (3,160)
Loan issued
(250,000) -
Net proceeds from issue of convertible loan notes
- 131,579
Net proceeds from share capital
issue
1,951,235 776,683
Net cash used in financing
activities
1,696,495 905,102
Net increase in
cash
344,112 27,427
Cash and cash equivalents at start of period
43,504 16,077
Cash and cash equivalents at end of the
period
15
387,616 43,504
There has been significant non-cash transactions relating to the settlement of
operating and financial liabilities in the period (refer notes 17 and 19).
The accompanying accounting policies and notes form an integral part of these
accounts.
NOTES TO THE ACCOUNTS
For the year ended 31 March 2020
1. GENERAL INFORMATION
BigDish Plc ('Company') is a public company limited by shares. It was
incorporated on 11 April 2016 and is registered (registered number 121041) and
domiciled in Jersey. The Company's ordinary shares are on the Official List of
the UK Listing Authority in the standard listing section of the London Stock
Exchange (reference DISH).
2. BASIS OF PREPARATION AND ADOPTION OF INTERNATIONAL FINANCIAL REPORTING
STANDARDS (IFRS)
The Group's accounts have been prepared in accordance with IFRS and
International Financial Reporting Interpretations Committee ('IFRIC')
interpretations as adopted by the European Union at 31 March 2020
The accounts are prepared under the historical cost convention unless
otherwise stated in the accounting policies.
The accounts are presented in GB Pounds ('GBP'), which is the functional
currency of the Group and are rounded to the nearest pound.
Certain amounts included in the consolidated accounts involve the use of
judgement and/or estimation. Judgements, estimations and sources of estimation
uncertainty are discussed in note 3.
2.1 In issue and effective for periods commencing on 01 April 2019
New standards and interpretations currently in issue and effective, based on
EU mandatory effective dates, for accounting periods commencing on 01 April
2019 are:
IFRS 9 (amendments) - prepayment features with negative compensation -
(effective 1 January 2019)
IFRS16: Leases (effective 1 January 2019)
IAS 19 (amendments) - Plan Amendment, Curtailment or Settlement (effective 1
January 2019)
IAS 28 (amendments) - Long-term interests in Associates and joint Ventures
(effective 1 January 2019)
Annual Improvements - 2015-2017 Cycle (effective 1 January 2019)
IFRIC 23 - Uncertainty over Income tax treatments (effective 1 January 2019)
The impact of these standards and interpretations is reflected in this annual
report as detailed below.
IFRS 16 eliminates the classification of leases as either operating leases or
financing leases and, instead, introduces a single lessee accounting model. A
lessee will be required to recognise assets and liabilities for all leases
with a term of more than 12 months (unless the underlying asset is of low
value) and will be required to present depreciation of leased assets
separately from interest on lease liabilities in the consolidated statement of
income. A lessor will continue to classify its leases as operating leases or
financing leases, and to account for those two types of leases separately.
IFRS 16 is effective for fiscal periods beginning on or after 1 January 2019
and therefore was effective was the Group for the period presented. The Group
have undertaken a review of contracts for potential lease arrangements.
Based on the analysis the Group does not have any significant leases requiring
recognition and therefore the impact of IFRS 16 is immaterial
Other standards and amendments did not have a material impact on the Group in
the year.
2.2 In issue but not effective for periods commencing on 01 April 2019
The following standards, amendments and interpretations which have been
recently issued or revised and are mandatory for the Group's accounting
periods beginning on or after 1 April 2019 or later periods have not been
adopted early:
IFRS standards (amendments) - References to the Conceptual Framework
(effective 1 January 2020)
IFRS3 - amendments to IFRS3 Business Combinations (effective 1 January 2020)
IFRS 9, IAS 39 and IFRS 7 (amendments) - interest rate benchmark reform
(effective 1 January 2020)
IFRS 17 - insurance contracts (effective 1 January 2021)
IAS 1 and IAS 8 - definition of material (effective 1 January 2020)
The Directors are evaluating the impact of the new and amended standards
above. The Directors believe that these new and amended standards are not
expected to have a material impact on the financial statements of the Group.
2.3 Going Concern
The Group has the following loans, which total GBP 14,247 at 31 March 2020:
31 Mar 2020 31 Mar 2019
GBP GBP
Commercial loan from Lloyds Bank,
UK
15,747 17,244
The Group made a consolidated loss in the period ended of GBP 1,455,457
(inclusive on non-recurrent/non-cash charges of GBP 103,195). At 31 March
2020, the consolidated cash held was GBP 387,616 and the group had
consolidated current liabilities of GBP 240,416 of which GBP 180,488 was
converted to equity in July 2020.
COVID-19 required restaurants being forced to close to dine-in customers and
exposed the vulnerability of a restaurant technology business that operates in
one particular niche. The Company has strategised to transform its business
and the result of this culminated in an announcement on 6 July 2020 that it
would build a complete dining solution that would focus on both on-premise and
off-premise dining. This would include launching a delivery and pick up
service called BigDish-to-GO.
The Company announced after the reporting period that it would be receiving
short term funding that would be sufficient to fund the Company to the end of
Q2 2021. The Company also announced a Letter of Intent for future funding that
is conditional on achieving various technology goals. Due to the future
funding being conditional, there is material uncertainty regarding the future
funding and the Company will need further funding to remain a Going Concern
post Q2 2021.
The Accounts have been prepared on a Going Concern basis.
3. JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND SOURCES OF ESTIMATION
UNCERTAINTY
Certain amounts included in the accounts involve the use of judgement and/or
estimation. These are based on management's best knowledge of the relevant
facts and circumstances, having regard to prior experience. However,
judgements and estimations regarding the future are a key source of
uncertainty and actual results may differ from the amounts included in the
accounts. Information about judgements and estimation is contained in the
accounting policies and/or other notes to the accounts. The key areas are
summarised below.
3.1 Taxation and deferred tax
There are significant losses available to be carried forward against future
taxable profits. Estimates of future profitability are required when assessing
whether a deferred tax asset may be recognised. The entities in which the
losses and available deductions have arisen are principally, at this time,
non-revenue generating technology development companies. It is not expected
that taxable profits will be generated in this entity for the foreseeable
future, and therefore the Directors do not consider it appropriate to
recognise a deferred tax asset. Judgements made in estimating future
profitability include forecasts of cash flows. See note 9.
3.2 Impairment of assets
Judgements are made on the fair value of assets and impairment adjustments
made as required in accordance with IAS 36 Impairment of Assets - refer note
7.
The Group has undertaken a review of its assets and liabilities and does not
consider that the carrying value of these are higher than their recoverable
value.
3.3 Share based payments
Judgement is required when share based options made available to management
(refer note 22 of the accounts), to determine the nature of the derivatives
and the model to be used when valuing the instruments. Management have
determined that the Monte Carlo and BlackScholes models are appropriate models
for the valuation of the share based payments. See note 22.
4. ACCOUNTING POLICIES
The principal accounting policies are as determined below.
4.1 Business combinations and goodwill
On acquisition, the assets and liabilities and contingent liabilities of
subsidiaries are measured at their fair value at the date of acquisition.
Any excess of cost of
acquisition over the fair values of the identifiable net assets acquired is
recognised as goodwill. Any deficiency of the cost of acquisition below the
fair values of the identifiable net assets acquired (i.e. discount
on acquisition) is credited to the income statement in the period
of acquisition. Goodwill arising on consolidation is recognised as an
asset and reviewed for impairment at least annually. Any impairment is
recognised immediately in the income statement and
is not subsequently reversed.
4.2 Financial assets
Financial assets are classified as either financial assets at amortised cost,
at fair value through other comprehensive income or at fair value through
profit or loss depending upon the business model for managing the financial
assets and the nature of the contractual cash flow characteristics of the
financial asset.
A loss allowance for expected credit losses is determined for all financial
assets, other than those at FVPL, at the end of each reporting period. The
Group applies a simplified approach to measure the credit loss allowance for
trade receivables using the lifetime expected credit loss provision.
The lifetime expected credit loss is evaluated for each trade receivable
taking into account payment history, payments made subsequent to year end and
prior to reporting, past default experience and the impact of any other
relevant and current observable data. The Group applies a general approach on
all other receivables classified as financial assets. The general approach
recognises lifetime expected credit losses when there has been a significant
increase in credit risk since initial recognition.
The Group derecognises a financial asset when the contractual rights to the
cash flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership of the asset to another
party.
The Group derecognises financial liabilities when the Group's obligations are
discharged, cancelled or have expired.
4.3 Foreign currency translation
Functional and presentational currency
The functional currency of the Company is GBP in the reporting period as it is
the currency which most affects each company's revenue, costs and financing.
The Group's presentation currency is the GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency
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 translation at reporting period end exchange rates of monetary
assets and liabilities denominated in foreign currencies, are recognised in
the income statement.
4.4 Cash and cash equivalents
Cash and cash equivalents are defined as cash on hand, demand deposits and
short term highly liquid investments and are measured at cost which is deemed
to be fair value as they have short-term maturities.
4.5 Financial liabilities
Financial liabilities include convertible loans and trade and other payables.
In the statement of financial position these items are included within Current
liabilities. Financial liabilities are recognised when the Group becomes a
party to the contractual agreements giving rise to the liability. Interest
related charges are recognised as an expense in Finance costs in the income
statement unless they meet the criteria of being attributable to the funding
of construction of a qualifying asset, in which case the finance costs are
capitalised.
Trade and other payables and convertible loans are recognised initially at
their fair value and subsequently measured at amortised costs using the
effective interest rate, less settlement payments.
4.6 Income taxes
Current income tax liabilities comprise those obligations to fiscal
authorities in the countries in which the Group carries out operations and
where it generates its profits. They are calculated according to the tax rates
and tax laws applicable to the financial period and the country to which they
relate. All changes to current tax assets and liabilities are recognised as a
component of the tax charge in the income statement.
Deferred income taxes are calculated using the liability method on temporary
differences. This involves the comparison of the carrying amount of assets and
liabilities in the consolidated accounts with their respective tax bases.
However, deferred tax is not provided on the initial recognition of goodwill,
nor on the initial recognition of an asset or liability unless the related
transaction is a business combination or affects taxes or accounting profit.
Deferred tax liabilities are provided for in full; deferred tax assets are
recognised when there is sufficient probability of utilisation. Deferred tax
assets and liabilities are calculated at tax rates that are expected to apply
to their respective period of realisation, provided they are enacted or
substantively enacted at the balance sheet date.
4.7 Revenue
Revenue is generated from one stream - the provision of BigDish services to
restaurant partners. The Group, in accordance with IFRS15, recognises Revenue
when control of goods and services are transferred to a customer, which is
when the user of the BigDish App has dined with the restaurant partners.
4.8 Research and Development
Expenditure on research activities is recognised as an expense in the period
in which it is incurred. When expenditure meets the relevant recognition
criteria these are capitalised as Intellectual Property, which the Group has
actioned previously before fully impairing the asset in the period ended 31
March 2019.
4.9 Segmental Reporting
An operating segment is a component of the Group engaged in revenue generation
activity that is regularly reviewed by the Chief Operating Decision Maker
(CODM) for the purposes of allocating resources and assessing financial
performance. The CODM is considered to be the Board of Directors.
The Group's operating segments are based on revenue generation and determined
as Jersey, Hong Kong, Indonesia, Philippines and the United Kingdom (refer
note 5).
4.10 Share capital and unissued share capital
Financial instruments issued by the Group are treated as equity only to the
extent that they do not meet the definition of a financial liability. The
Company's ordinary shares are classified as equity and have no par value.
Costs directly associated with the issue of shares are charged to share
capital.
Where management have chosen at the period end not to issue shares the amounts
are separately recorded as unissued share capital.
4.11 Provisions, contingent liabilities and contingent assets
Other provisions are recognised when the present obligations arising from
legal or constructive commitment, resulting from past events, will probably
lead to an outflow of economic resources from the Group which can be estimated
reliably.
Provisions are measured at the present value of the estimated expenditure
required to settle the present obligation, based on the most reliable evidence
available at the balance sheet date. All provisions are reviewed at each
balance sheet date and adjusted to reflect the current best estimates.
4.12 Share-based payments and valuation of share options and warrants
The calculation of the fair value of equity-settled share-based awards
requires assumptions to be made regarding future events and market conditions.
These assumptions include the future volatility of the Company's share price.
These assumptions are then applied to a recognised valuation model in order to
calculate the fair value of the awards.
Where employees, directors or advisers are rewarded using share-based
payments, the fair value of the employees', directors' or advisers' services
are determined by reference to the fair value of the share options/warrants
awarded. Their value is appraised at the date of grant and excludes the impact
of any non-market vesting conditions (for example, profitability and sales
growth targets). Warrants issued in association with the issue of Convertible
Loan Notes are also represent share-based payments and a share-based payment
charge is calculated for these instruments.
In accordance with IFRS 2, a charge is made to the statement of comprehensive
income for all share-based payments including share options based upon the
fair value of the instrument used. A corresponding credit is made to other
reserves, in the case of options/warrants awarded to employees, directors,
advisers and other consultants.
If service conditions or other vesting conditions apply, the expense is
allocated over the vesting period, based on the best available estimate of the
number of share options/warrants expected to vest. Non-market vesting
conditions are included in assumptions of the number of options / warrants
that are expected to become exercisable, and hence reflected in the
share-based payment charge.
Estimates are subsequently revised, if there is any indication that the number
of share options/warrants expected to vest differs from previous estimates. No
adjustment is made to the expense or share issue cost recognised in prior
periods if the number of share options ultimately vest differs from previous
estimates.
Upon exercise of share options, the proceeds received, net of any directly
attributable transaction costs, up to the nominal value of the shares issued,
are allocated to share capital.
Where share options are cancelled, this is treated as an acceleration of the
vesting period of the options. The amount that otherwise would have been
recognised for services received over the remainder of the vesting period is
recognised immediately within the Statement of Comprehensive Income.
All goods and services received in exchange for the grant of any share-based
payment are measured at their fair value.
4.13 Basis of consolidation
The Group financial statements incorporate the financial statements of the
Company and entities controlled by the Company (its subsidiaries) prepared to
30 June 2020. Subsidiaries are entities controlled by the Group. Control is
achieved when the Group is exposed, or has rights, to variable returns from
its involvement with the investee and has the ability to affect those returns
through its power over the investee. Specifically, the Group controls an
investee if, and only if, the Group has:
· Power over the investee (i.e. existing rights that give it the
current ability to direct the relevant activities of the investee).
· Exposure, or rights, to variable returns from its involvement with
the investee
· The ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting rights result in
control. To support this presumption and when the Group has less than a
majority of the voting or similar rights of an investee, the Group considers
all relevant facts and circumstances in assessing whether it has power over an
investee, including:
· The contractual arrangement with the other vote holders of the
investee.
· Rights arising from other contractual arrangements.
· The Group's voting rights and potential voting rights.
Consolidation of a subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control of the subsidiary.
Assets, liabilities, income and expenses of a subsidiary acquired or disposed
of during the year are included in the consolidated financial statements from
the date the Group gains control until the date the Group ceases to control
the subsidiary. The acquisition method is used to account for the acquisition
of subsidiaries.
All intra-group transactions, balances, income and expenses are
eliminated on consolidation.
4.14 Property plant and equipment
Plant and equipment is stated at cost less accumulated depreciation. Computer
equipment is capitalised for items with a value of more than GBP 1,000 and
amortised over 3 years.
4.15 Leases
Leases are recognised as assets and liabilities for all leases with a term of
more than 12 months (unless the underlying asset is of low value) and the
depreciation of leased assets is presented separately from interest on lease
liabilities in the consolidated statement of income.
5. SEGMENTAL REPORTING
5.1 Income Statement Jersey Hong Kong Indonesia Philippines UK Total
for the period ended 31 Mar 2020 GBP GBP GBP GBP GBP GBP
Sales income - - - - 22,304 22,304
Cost of sales - - - - (2,823) (2,823)
Gross Profit - - - - 19,481 19,481
Administration expenses (711,632) (988) (4,840) (235,064) (427,009) (1,379,533)
Share based payments expense (103,145) - - - - (103,145)
Other income 7,740 - - - - 7,740
Loss for the Period (807,037) (988) (4,840) (235,064) (407,528) (1,455,457)
5.2 Statement of Financial Position Jersey Hong Kong Indonesia Philippines UK Total
for the period ended 31 Mar 2020 GBP GBP GBP GBP GBP GBP
Non-current assets - - - 11,443 3,637 15,080
Trade and other receivables 257,740 296 - 11,393 10,787 280,216
Cash and cash equivalents 357,504 - - 23,214 6,898 387,616
Total assets 615,244 296 - 46,050 21,322 682,912
Current liabilities (143,229) - (5,187) (79,741) (12,259) (240,416)
Non-current liabilities - - - - (10,561) (10,561)
Net assets 472,015 296 (5,187) (33,691) (1,498) 431,935
5.3 Income Statement
for the period ended 31 Mar 2019 Jersey Hong Kong Indonesia Philippines UK Total
(Re-stated) GBP GBP GBP GBP GBP GBP
Sales income - 824 45 2,614 28,472 31,995
Cost of sales - - - - (445) (445)
Gross Profit - 824 45 2,614 28,027 31,510
Administration expenses (157,097) (95,365) (44,652) (496,609) (274,280) (1,068,003)
Loan note Interest (56,486) - - - - (56,486)
IPO costs (423,076) - - - - (423,076)
Impairment loss (1,539,937) - - (278,159) - (1,818,096)
Share based payments expense (795,712) - - - - (795,712)
Loss for the Period (2,972,308) (94,541) (44,607) (772,154) (246,253) (4,129,863)
5.4 Statement of Financial Position
for the period ended 31 Mar 2019 Jersey Hong Kong Indonesia Philippines UK Total
(Re-stated) GBP GBP GBP GBP GBP GBP
Non-current assets - - - - - -
Trade and other receivables 500 - - 11,852 16,216 28,568
Cash and cash equivalents 30,494 618 - 6,223 6,169 43,504
Total assets 30,994 618 - 18,075 22,385 72,072
Current liabilities (1,195,885) (2,198) - (46,495) (24,550) (1,269,128)
Non-current liabilities - - (28,240) (3,322) (12,500) (44,062)
Net assets (1,164,891) (1,580) (28,240) (31,742) (14,665) (1,241,118)
6. LOSS FOR THE PERIOD BEFORE TAX
31 Mar 2020 31 Mar 2019
GBP GBP
Loss for the period has been arrived at after charging:
Lease
rentals
42,103 48,444
Loan note
interest
- 56,485
Auditors remuneration - Group
29,500 40,000
Auditors remuneration -
Subsidiaries
2,500 13,462
Directors
remuneration
160,000 266,087
Staff
costs
556,963 401,080
IPO
costs
- 423,076
Share based payments
expense
103,145 795,712
7. IMPAIRMENT OF ASSETS
7.1 Net Impairment of the carrying value of Goodwill and Intellectual Property
In accordance with IAS 36 Impairment of Assets, at each reporting date the
Group assesses whether there are any indicators of impairment of non-current
assets. When circumstances or events indicate that non-current assets may be
impaired, these assets are reviewed in detail to determine whether their
carrying value is higher than their recoverable value, and where this is the
result, an impairment is recognised. Recoverable value is the higher of value
in use (VIU) and fair value less costs to sell. VIU is estimated by
calculating the present value of the future cash flows expected to be derived
from the asset cash generating unit (CGU). Fair value less costs to sell is
based on the most reliable information available, including market statistics
and recent transactions. Impairment of goodwill cannot be reversed in
subsequent period.
When calculating the VIU certain assumptions and estimates were made. Changes
in these assumptions can have a significant effect on the recoverable amount
and therefore the value of the impairment recognised. Should there be a change
in the assumptions which indicated the impairment assessment; this could lead
to a revision of the recorded impairment losses in future periods.
7.2 Impairment recognised
31 Mar 2020 31 Mar 2019
(Re-stated)
Note
GBP GBP
Intellectual Property (Philippines)
13
- 278,159
Intellectual Property (UK)
13
- 54,077
Goodwill - BigDish Ltd (Hong
Kong)
12.1
- 5,531
Goodwill - BigDish Inc
(Philippines)
12.1
- 260,977
Goodwill - LooLoo
(Philippines)
12.1
- 193,818
Goodwill - BigDish UK Ltd
(UK)
12.1
- 1,025,534
Total impairment in the
period
- 1,818,096
As the Company has concluded that it will focus business growth solely in the
UK, the Asia assets have been written down to Nil whilst the Group determines
the optimal methodology to maximise any value from the assets for
shareholders. This includes the GBP 193,818 impairment of the LooLoo
acquisition in 2019.
Intellectual Property was impaired as the Group utilises the BigDish App and
the Directors believe that until the business model is proven it is not
appropriate to capitalise the costs incurred.
In the previous period, the Group determined to decide to fully impair
goodwill on the acquisition of the UK businesses as the business model, and
the application of the assets acquired, is being significantly enhanced. GBP
462,871 related to the costs of acquisition have been fully impaired in the 31
March 2019 re-stated accounts. As there was no movement to the balance in the
year and the balance is nil at the year end, no key estimates in respect of
the recoverable value of goodwill are disclosed as there are none.
8. REMUNERATION
8.1 Remuneration of Management Personnel and Employees
In accordance with IAS 24 - Related party transactions, all Executive and
Non-executive Directors, who are the Group's key management personnel, are
those persons having authority and responsibility for planning, directing and
controlling the activities of the Group. The numbers shown include all staff
due to the nature of the Group's current position - where all staff are key
for the growth of the business.
31 Mar 2020 31 Mar 2019
GBP GBP
Wages and salaries and
fees
716,963 677,167
Including Directors emoluments during the
period*
160,000
266,087
* Refer Directors Remuneration section of the Report of the Directors
The Group operates a Salary Sacrifice, which uses a Volume Weighted Average
Price (VWAP) as the basis of calculation. In June 2019 the Directors agreed to
convert the sums owed to ordinary equity in accordance with the terms of the
Salary Sacrifice scheme. In July 2020, the Company announced that the
Directors and senior managers again agreed to convert the sums owed to
ordinary equity in accordance with the terms of the Salary Sacrifice scheme.
8.2 Average Number of Employees
The average number of Employees during the period was made up as follows:
31 Mar 2020 31 Mar 2019
Directors 3 4
Management, Sales and Administration 14 10
ICT 10 8
Average during the period 27 22
9. TAXATION
The Group contains entities with tax losses and deductible temporary
differences for which no deferred tax asset is recognised. A deferred tax
asset has not been recognised because the entities in which the losses and
allowances have been generated either do not have forecast taxable profits in
the coming period, or the losses have restrictions whereby their utilisation
is considered to be unlikely.
The Company is taxed at the standard rate of income tax for Jersey companies
which is 0%. Taxation for other jurisdictions is calculated at the rates
prevailing in the respective jurisdictions.
No subsidiaries had corporation tax liabilities at 31 March 2020 (GBP Nil,
2019).
31 Mar 2020 31 Mar 2019
GBP GBP
Current tax charge - -
Deferred tax charge - -
Total tax charge - -
The tax charge for the period can be reconciled to the loss per the income
statement as follows:
31 Mar 2020 31 Mar 2019
GBP GBP
Loss before taxation (1,455,457) (4,129,863)
Jersey Corporation Tax at 0% - -
Different tax rates applied in overseas jurisdictions - -
Total tax charge - -
The brought forward tax losses at 31 March 2020 were GBP 6,816,192 (31 March
2019, GBP 5,360,735). No deferred tax asset has recognised as it is not
expected that taxable profits will be generated in the foreseeable future, and
therefore the Directors do not consider it appropriate to recognise a deferred
tax asset.
10. SUBSIDIARIES
During the period, the principal trading subsidiaries of the Company
(including those directly held by the Company) are shown in the following
table:
Country of Percentage of ordinary
Name of entity Principal
activity
registration share capital held
BigDish Ltd Operating
company for the Group in Hong Kong Hong
Kong 100%
BigDish PT Ventures Ltd Operating company for the Group in
Indonesia Indonesia 100%
BigDish Inc Operating
company for the Group in Philippines
Philippines 100%
BigDish UK Ltd Operating company for the
Group in United Kingdom
UK 100%
The Company completed the acquisition of the 1 ordinary share in Hong Kong
registered BigDish Limited in October 2016. BigDish Limited is being used as
the trading vehicle for the Group's operations in Hong Kong.
The Company incorporated Indonesian registered BigDish PT Ventures Limited in
April 2017. BigDish PT Ventures Limited is being used as the trading vehicle
for the Group's operations in Indonesia.
The Company completed the acquisition of the 10,500,000 ordinary shares in
Philippines registered BigDish Inc in September 2017. BigDish Inc is being
used as the trading vehicle for the Group's operations in Philippines.
The Company completed the acquisition of the 332,709 ordinary shares in UK
registered Table Pouncer Ltd and renamed the company to BigDish UK Ltd in July
2018. BigDish UK Ltd is being used as the trading vehicle for the Group's
operations in the UK.
The Hong Kong and Indonesian companies have ceased trading and their closure
is being finalised with the relevant government authorities. The Philippines
company has ceased trading and is being replaced by a Representative Office of
the Jersey company.
11. GOODWILL
31 Mar 2020 31 Mar 2019
(Re-stated)
Note
GBP GBP
Opening
balance
- 460,325
Acquired during the
period
12.2
- 1,025,535
Less: impairment in
period
7
- (1,485,860)
Closing
balance
- -
The goodwill arose on the purchase of 100% of BigDish UK Ltd in 2018 and
BigDish Inc in 2017. Non-current assets related to IP and Goodwill were fully
impaired in the period to 31 March 2019 (refer note 7).
12. PROPERTY, PLANT & EQUIPMENT
Computer
Equipment Total
Cost
GBP GBP
Opening
balance
- -
Acquired during the
period
18,991 18,911
Disposals in the
period
- -
Closing
balance
18,991 18,911
Depreciation
Opening
balance
- -
Acquired during the
period
(3,911)
(3,911)
Disposals in the
period
- -
Closing
balance
(3,911) (3,911)
Net Book Value
Opening
balance
- -
Acquired during the
period
15,080 15,080
Disposals in the
period
- -
Closing
balance
15,080 15,080
13. INTELLECTUAL PROPERTY
Intellectual property (IP) is derived from the capitalisation of expenditure
incurred in the internal development of the BigDish application, support
systems and brands. The IP was acquired as part of the acquisition of BigDish
Inc in September 2016 and BigDish UK in July 2018. The IP was impaired in
prior period as the Directors do not currently consider that the development
costs incurred meet the capitalisation criteria of IAS 38.
31 Mar 2020 31 Mar 2019
GBP GBP
Balance at beginning of period - 244,279
Additions from internal development - 33,880
Additions from acquisition - 54,077
Impairment of IP - (332,236)
Balance at end of period - -
14. TRADE AND OTHER RECEIVABLES
31 Mar 2020 31 Mar 2019
GBP GBP
Trade
Receivables
8,781 14,774
Other
Receivables
13,399 11,178
Loan Receivables
257,740
-
Prepayments
296 2,616
Balance at end of
period
280,216 28,568
15. CASH AND CASH EQUIVALENTS
31 Mar 2020 31 Mar 2019
GBP GBP
Balance at end of
period
387,616 43,504
16. TRADE AND OTHER PAYABLES
16.1 Current Liabilities
31 Mar 2020 31 Mar 2019
(Re-stated)
GBP GBP
Trade
payables
124,621* 399,578**
Deferred consideration
- 494,923***
Accruals
30,963 40,000
Due to
Directors
79,646* 329,883****
Borrowings
5,186 4,744
Balance at end of
period
240,416 1,269,128
* GBP180,488 converted to equity in July 2020.
** Includes IPO costs of GBP 274,900 at 31 March 2019, which have been
settled in full in the period to 31 July 2019
*** Refer note 23.
*** Amounts due to Directors and senior management of GBP 299,152 at 31
March 2019, which were converted using the Company's Salary Sacrifice scheme
in June 2019.
The Group has a GBP 15,747 loan facility with Lloyds bank in the UK. This is
being repaid monthly at a fixed interest rate.
16.2 Non-current Liabilities
31 Mar 2020 31 Mar 2019
GBP GBP
Trade
payables
- 31,562
Borrowings
10,561 12,500
Balance at end of
period
10,561 44,062
17. FINANCIAL INSTRUMENTS
17.1 Financial Assets at amortised cost
31 Mar 2020 31 Mar 2019
GBP GBP
Trade and other
receivables*
279,920 25,952
Cash and cash
equivalents
387,616 43,504
Balance at end of
period
667,536 69,456
17.2 Financial Liabilities at amortised cost
31 Mar 2020 31 Mar 2019
(Re-stated)
GBP GBP
Current liabilities - trade payables*
209,453 1,229,128**
Non-current liabilities
10,561 44,062
Balance at end of
period
220,014 1,273,190
* Excludes prepayments and accruals
** Includes IPO costs of GBP 274,900 at 31 March 2019, which have been
settled in full in the period to 31 July 2019; amounts due to Directors and
senior management of GBP 299,152 at 31 March 2019, which were converted using
the Company's Salary Sacrifice scheme in June 2019 (refer note 20) and GBP
462,871 of deferred consideration (refer note 23).
17.3 Liquidity Risk
The Group monitors constantly the cash outflows from day to day business and
monitors long term liabilities to ensure that liquidity is maintained. As
disclosed in the going concern statement in note 2, the Directors do not note
a risk to the Group in this area.
17.4 Interest Rate Risk
At the balance date the Group does not have any long-term variable rate
borrowings. The Directors do not consider the impact of possible interest rate
changes based on current market conditions to be material to the net result
for the year or the equity position at the year ended 31 March 2020 or the
period ended 31 March 2019.
17.5 Foreign Currency Risk
The Group's cash at bank balance consisted of the following currency holdings:
31 Mar 2020 31 Mar 2019
GBP GBP
Cash and cash equivalents
GB Pounds 364,402 36,663
Philippine Pesos 23,214 6,223
Other - 618
Balance at end of period 387,616 43,504
The Group is exposed to transaction foreign exchange risk due to transactions
not being matched in the same currency. This is managed, where possible and
material, by the Group retaining monies received in base currencies in order
to pay for expected liabilities in that base currency. The Group currently has
no currency hedging in place.
The Directors do not consider the impact of possible foreign exchange
fluctuations to be material to the net result for the year or the equity
position at the year-end for either the year ended 31 March 2020 or period
ended 31 March 2019.
The Group's exposure to financial assets and financial liabilities is as shown
in the following tables:
31 Mar 2020 31 Mar 2019
Financial Assets* GBP GBP
GB Pounds 268,527 51,941
Philippine Pesos 11,393 16,897
Other - 618
Balance at end of period 279,920 69,456
31 Mar 2020 31 Mar 2019
(Re-stated)
Financial Liabilities - Current* GBP GBP
GB Pounds 124,526 1,180,435
Philippine Pesos 79,740 46,495
Other 5,187 2,198
Balance at end of period 209,453 1,229,128
31 Mar 2020 31 Mar 2019
Financial Liabilities - Non-Current* GBP GBP
GB Pounds 10,561 12,500
Philippine Pesos - 3,322
Other - 28,240
Balance at end of period 10,561 44,062
* Excludes prepayments and accruals
The Group is exposed to foreign exchange risk arising from various currency
exposures primarily with respect to the Philippines Peso, but these limited as
the Group holds cash balances in GBP and funds expenditure in Philippine Pesos
on a monthly basis.
17.7 Credit Risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in a financial loss to the Group. In order
to minimise this risk, the Group endeavours only to deal with companies which
are demonstrably creditworthy and this, together with the aggregate financial
exposure, is continuously monitored. The maximum exposure to credit risk is
the value of the outstanding amounts as follows:
31 Mar 2020 31 Mar 2019
GBP GBP
Trade and other
receivables*
279,920 25,952
Cash and cash
equivalents
387,616 43,504
* Excludes prepayments and accruals
Credit risk on cash and cash equivalents is considered to be acceptable as the
counterparties are substantial banks with high credit ratings. All receivables
are current assets and due within 12 months. The Group has assessed the
expected credit losses as GBP Nil for the year ended 31 March 2020.
18. CAPITAL MANAGEMENT
For the purposes of the Group's capital management, capital includes called up
share capital, share-based payments for options, share-based payments for
warrants and equity reserves attributable to the equity holders of the Company
as reflected in the Statement of Financial Position.
The Group's capital management objectives are to ensure that the Group's
ability to continue as a going concern, and to provide an adequate return to
shareholders.
The Group manages the capital structure through a process of constant review
and makes adjustments to it in the light of changes in economic conditions and
the risk characteristics of the underlying assets. In order to maintain or
adjust the capital structure, the Group may issue new shares, adjust dividends
paid to shareholders, return capital to shareholders, or seek additional debt
finance.
The nature of the Group's equity reserves is:
· Reserves - cumulative gains and losses on translating the net assets
of overseas operations to the presentation currency, including warrants
reserve;
· Unissued share capital - this reflects the value of equity that
management has agreed to issue for settlement of remuneration and funding
provided;
· Retained surplus / accumulated losses - comprise the Group's
cumulative accounting profits and losses since inception.
18.1 Reserves
31 Mar 2020 31 Mar 2019
(Re-stated)
GBP GBP
Translation reserve 78,698 33,335
Share options reserve 859,779 756,635
Warrants reserve 89,733 89,733
Shares to be issued reserve* 246,937 -
Balance at end of period 1,275,147 879,703
* On 29 June 2020 the Group announced that 11,584,077 ordinary shares were
issued to settle all outstanding liabilities to Pouncer shareholders related
to the purchase of BigDish UK Ltd.
19. SHARE CAPITAL
19.1 Share Capital
31 Mar
2020
31 Mar 2019
Number*
GBP
Number* GBP
Opening
balance
285,847,519 3,239,914
2 2
Ordinary shares -
pre-admission
-
-
159,547,651 -
Ordinary shares - new shares issued during
63,102,836 2,881,831
49,391,796 1,037,076
the period
Ordinary shares - conversions
-
-
76,908,070 2,463,229
Less: cost of
issuance
-
(148,765)
- (260,393)
Balance at end of period
348,950,355 5,972,980
285,847,519 3,239,914
* Number of shares issued and fully paid
The shares have no par value. At 31 March 2020 the Group holds 11,000,000
treasury shares.
19.2 Earnings Per Share
31 Mar 2020 31 Mar 2020
(Re-stated)
GBP GBP
Basic and diluted loss per share (0.0044) (0.0324)
Loss used to calculate basic and diluted earnings per share (1,455,457) (4,129,863)
Weighted average number of shares used in calculating basic and diluted and 331,542,594 127,636,675
loss per share
Basic loss per share is calculated by dividing the loss attributable to
ordinary shareholders by the weighted average number of ordinary shares
outstanding and shares to be issued during the period.
In 2020 and 2019, the potential ordinary shares were anti-dilutive as the
Group was in a loss making position and therefore the conversion of potential
ordinary shares would serve to decrease the loss per share from continuing
operations. Where potential ordinary share are anti-dilutive a diluted
earnings per share is not calculated and is deemed to be equal to the basic
earnings per share.
The warrants and options noted in note 22 could potentially dilute EPS in the
future.
20. RELATED PARTY TRANSACTIONS
The Group owed GBP 48,500 to Aidan Bishop at 31 March 2020 (2019 - GBP
196,532). The Directors agreed that this balance due would be converted to
equity using the same mechanism as the Company's Salary Sacrifice scheme -
this was actioned in July 2020.
The Group owed GBP 14,596 to Joost Boer at 31 March 2020 (2019 - GBP 106,685).
The Directors agreed that this balance due would be converted to equity using
the same mechanism as the Company's Salary Sacrifice scheme - this was
actioned in July 2020.
The Group owes GBP1,550 to Jonathan Morley-Kirk and GBP 15,000 to Mr Simon
Perrée, respectively at 31 March 2020 (2019 - GBP 13,333 each). These debts
are unsecured and interest free. The Directors agreed that these balances due
would be converted to equity using the same mechanism as the Company's Salary
Sacrifice scheme - this was actioned in July 2020.
For the period ended 31 March 2019 the debts were unsecured and interest free.
The Directors agreed that these balances due would be converted to equity
using the same mechanism as the Company's Salary Sacrifice scheme - this was
actioned in June 2019.
21. LEASE COMMITMENTS
The Group had minimum lease payments under operating leases as set out below.
31 Mar 2020 31 Mar 2019
GBP GBP
Less than one
year
32,619 30,952
Between one year and five
years
- 20,628
Balance at end of
period
32,619 51,580
22. SHARE OPTIONS AND WARRANTS
22.1 Share Warrants
Warrants are denominated in Sterling and are issued for services provided to
the group or as part of the acquisition of a subsidiary.
There were 34,151,130 warrants issued in connection with the IPO in July 2018.
The Company issued 6,851,116 warrants, in relation to the acquisition of
BigDish UK Ltd, at a strike price of 4.156p in August 2019 with an exercise
date of February 2021. The Company announced in June 2019 that 500,000
warrants had been converted at 4.5p.
The warrants outstanding and exercisable at 31 March 2020 are:
No. outstanding and exercisable
Exercise price No. issued No. exercised No. lapsed Expiry date
Issued in the period
ended 31 Mar 2019
4.50p 3,154,585 (500,000) - 2,654,585 02 August 2021
9.00p 11,111,111 - - 11,111,111 02 August 2020
4.50p 444,444 - - 444,444 02 August 2020
6.75p 597,695 (597,695) - 01 February 2020
9.00p 18,843,295 - (18,843,295) - 02 August 2019
34,151,130 (500,000) (19,440,990) 14,210,140
Issued in the year
ended 31 Mar 2020
4.156p 6,851,116 - - 6,851,116 02 February 2021
Balance at end of period 41,002,246 (500,000) (19,440,990) 21,061,256
22.2 Share Options
On 31 July 2018 and 19 February 2019 share options were granted by the group
to an employee, non-executive directors, executive directors and senior
managers within the Group.
Under the provisions of IFRS 2 a charge is recognised for those share options
and awards under the share plan issued. The estimate of the fair value of the
services received is measured based on the Black-Scholes model for share
options granted under the executive and discretionary share option schemes.
The Monte-Carlo model is used to calculate the fair value of the performance
share plan awards.
The contractual life of the share options is used as an input into this model.
Expectations of early exercise are incorporated into the model.
The vesting period reflects the terms and conditions of the contracts.
Executive directors share options issued to Aidan Bishop and Joost Boer on 31
July 2018:
The options are equity-settled share-based payments, in recognition of market
performance.
Terms and conditions of the arrangement include:
· Market Performance based conditions; and
· No service condition attached meaning a vesting date is equal to
the grant date.
Employee Share options issued on 31 July 2018:
The options are equity-settled share-based payments, in recognition of goods
and services provided by the employee.
Terms and conditions of the arrangement include:
· No market-based conditions; and
· Vesting period of 2 years from the date of Grant
Non-Executive directors share options issued on 31 July 2018:
The options are equity-settled share-based payments, in recognition of goods
and services provided by the employee.
Terms and conditions of the arrangement include:
· No market-based conditions; and
· No service condition attached meaning a vesting date is equal to
the grant date
Senior manager share options were issued to the Chief Executive Officer on 19
February 2019:
These options are equity-settled share-based payments, in recognition of goods
and services provided by the employee.
Terms and conditions of the arrangement include:
· Half with no market-based conditions and half with market
performance-based conditions; and
· Service condition attached.
The fair value per share of the awards under the share plan granted in the
year was determined using the following assumptions:
31 Mar 2020
19 February
2019 Award
Senior Managers 19 February 2019 Award
Senior Managers 31 July 2018 Award
NED 31 July 2018 Award
Employee 31 July 2018 Award
Directors
Number of Shares
7,150,000 7,150,000
888,888 444,444
32,534,924
Share price at grant date
3.7p 3.7p
4.4p 4.4p 4.4p
Exercise price
2p 4.5p
4.5p 4.5p 4.5p
Exercise Period
5
5
10 10
10
Expected Volatility
54% 54%
54% 54% 54%
Expected dividend yield 0.00%
0.00% 0.00%
0.00%
0.00%
Risk free rate of return
1.21% 1.21% 1.46%
1.46%
1.46%
The performance share plan award issued on 31 July 2018 is split into two
performance conditions. Half of the awards are based on performance if the
group achieves a share valuation of 9 pence per ordinary shares over a 10-day
period. The remaining half of the awards are based on performance if the group
achieves a share valuation of 18 pence per ordinary shares over a 10-day
period.
The performance share plan award issued on 19 February 2019 is split into two
performance conditions. Half of the awards are based on performance if the
group achieves a share valuation of 6 pence per ordinary shares. The remaining
half of the awards are based on performance if the group achieves a share
valuation of 10 pence per ordinary shares. None of the 19 February 2019 share
awards may be exercised within the first 12 months of employment.
The expected volatility is based on a similar listed company adjusted for any
expected changes to future volatility due to publicly available information.
Details of the share options outstanding during the year are as follows:
31 Mar
2020 31 Mar 2019
Number of share
options Weighted Average Exercise Price
(WAEP) (p) Number of share options
Weighted Average Exercise
Price (WAEP) (p)
Outstanding at beginning of period
48,168,256
3.76
- -
Granted during the period
-
- 48,168,256 3.76
Outstanding at the end of the
period
48,168,256
3.76
48,168,256
3.76
Exercisable at the end of the
period
-
-
- -
The Group recognised total expenses of GBP 94,000 (2019: GBP 756,635) related
to equity-settled share-based payment transactions during the period.
23. PRIOR PERIOD ADJUSTMENT
Since the approval of the previous consolidated financial statements,
Management identified two prior period errors, for which adjustments have been
made, related to deferred consideration due to the shareholders of Table
Pouncer on the acquisition of BigDish UK Ltd and to shareholders of LooLoo on
the acquisition of LooLoo as at 31 March 2019 which had not been accounted for
in the prior period.
Management also noted an additional error, for which adjustments have been
made, regarding the period in which the acquisition of LooLoo was accounted
for. The acquisition took place in the year ended 31 December 2017 but was
accounted for in the period ended 31 March 2019.
The deferred consideration in respect of the two acquisitions was fair valued
at GBP 462,871 and GBP 32,052 respectively and should have been included in
the goodwill arising from the acquisitions in the period ended 31 March 2019
and the year ended 31 December 2017 respectively. Additionally, both elements
of deferred consideration were subsequently fully impaired in the period ended
31 March 2019 in accordance with the accounting policies adopted in the period
(refer note 7). The deferred consideration should also have been recorded in
current liabilities as at 31 March 2019.
In respect of the timing of the LooLoo acquisition, the goodwill arising from
the acquisition and the relating deferred consideration payable should have
been accounted for in the year ended 31 December 2017. As this impacts the
opening position of the period ended 31 March 2019, in accordance with IAS 8,
the restated opening consolidated statement of financial position as at 1
January 2018 has been included on page 16.
The prior period adjustments processed have had the following impacts on the
prior periods' consolidated statement of comprehensive incomes and
consolidated statement of financial positions:
· The impairment loss for the period ended 31 March 2019 was increased
by £494,923 to £1,818,096;
· The loss for the period ended 31 March 2019 was increased by
£494,923 to £4,129,863;
· Goodwill as at 31 December 2017 was increased by £193,817 to
£460,325;
· Current liabilities as at 31 March 2019 were increased by £494,923
to £1,264,384;
· Current liabilities as at 31 December 2017 were increased by
£193,817 to £1,997,020;
· Net current liabilities as at 31 March 2019 were increased by
£494,923 to £1,197,056;
· Net current liabilities as at 31 December 2017 were increased by
£193,817 to £1,935,474;
· Total equity as at 31 March 2019 decreased by £494,923 to
(£1,241,118); and
The amounts due to the previous owners of LooLoo were settled in the year
ended 31 March 2020. The amounts due to the shareholders of Table Pouncer were
partly settled in the year ended 31 March 2020, with the remaining balance
settled in June 2020 (refer note 24).
24. EVENTS AFTER THE REPORTING PERIOD
On 29 June 2020 the Company announced the issuance of 15,220,440 shares -
3,636,363 related to a service provider in lieu of fees and 11,584,077
deferred consideration shares to clear liabilities to Pouncer shareholders
related to the acquisition on BigDish UK Ltd.
On 6 July 2020 the Company announced a migration to a Software-as-a-Service
(SaaS) model, BigDIsh-to-GO, which will be available to restaurants with no
commissions or transaction fees charged to restaurants. Further updates were
announced in the period up to the signing of the Annual report and Accounts.
On 17 July 2020 the Company announced the issuance of 9,450,028 Ordinary
Shares - 5,803,177 were issued to Directors and PDMRs as part of the Company's
Salary Sacrifice scheme and 3,646,851 were issued to other employees and
consultants on the same basis.
On 2 August 2020 11,555,555 warrants lapsed - 444,444 at 4.50p and 11,111,111
at 9.00p.
On 24 September 2020 the Company announced that it had has secured a short
term loan from an investment company of GBP 540,000, a signed a Letter of
Intent for USD 5,000,000 investment subject to key Conditions Precedent, as
noted in the RNS, and that Mr Simon Perrée resigned as Non-executive Director
in order to launch a new business venture.
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. END FR FIFSSASIIVIIRecent news on Amala Foods
See all newsREG - Amala Foods PLC - Notice of AGM
AnnouncementREG - Amala Foods PLC - Half-year Report
AnnouncementREG - Amala Foods PLC - Transaction Update
AnnouncementREG - Amala Foods PLC - Transaction Update
AnnouncementREG - Amala Foods PLC - Annual Financial Report
Announcement