REG - Toople PLC - Final results for the year ended 30 September 2021
28/02/2022 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220228:nRSb9240Ca&default-theme=true
RNS Number : 9240C Toople PLC 28 February 2022
Strictly embargoed until: 07.00, 28 February 2022
Toople PLC
("Toople" or the "Company" or the "Group")
Final results for the year ended 30 September 2021
Toople PLC (LSE: TOOP), a provider of bespoke telecom services to UK SMEs and
a reseller of BT's products and services, today announces its final audited
results for the year ended 30 September 2021.
Commenting on the results, Richard Horsman, Non-executive Chairman, said:
"FY21 saw another year of financial and operational improvement for Toople.
During the reported period we completed the integration of DMSL, added well
established, new customers in an extremely wide variety of industries, and
took the opportunity to raise funds via a placing.
"We ended our financial year on a high note; with September 2021 proving to be
one of the highest order intake months in FY21. This has translated into an
increased customer base for the Company, to which we continue to deliver high
quality bandwidth and high-speed internet access taking advantage of the
opportunities created for our business by hybrid working and an acceleration
towards online services from SMEs, our core target market."
Financial and Operational Highlights
· Adjusted EBITDA* improvement of 32%, from (£1,305k) to (£881k)
driven by lower distribution costs and overheads and virtual elimination of
bad debt costs (64% improvement year on year when including impact of bad debt
charges)
· Gross profit increased by 22% to £1.06 million
· Bad debt almost eliminated to just £55,000, decline from £1.1m
in FY20
· Healthy year on year increase in Gross Margin increased from 25%
to 35%
o Active cost management and control
· administrative costs down by £360,000 year on year
o Overall decline in headline revenues by 12% from £3.44m to £3.01m, as a
result of:
o proactive management of non-paying customers and elimination of bad debt
problem; and
· emphasis on DMSL business due to impact of Covid-19 on
traditional Toople customer base
· Number of new contract wins with wider array of SMEs, and expanded
out to other organisations such a local city council
· Successful placing to raise £774,000 with substantial amount
from largest investor
Outlook and Current Trading
· Improved financial performance and outlook inQ1 FY21 when
compared to Q4 FY20:
o Revenues increased by 9%
o EBITDA improved by 19%
o Gross Profit increased by 17%
Andy Hollingworth, CEO of Toople, added:
"We continue to see business momentum as the UK learns to live with Covid-19,
with sales leads and conversion rates ramping up. Hybrid working is now the
new normal and the duplication of telecom services in various places, hot
desking, mobile working, 24/7 availability, hub offices and the general
increase in digital or online service offerings across the economy, as opposed
to in-person contact, are all factors which collude to create the perfect wave
for us to ride."
Commenting on current trading and outlook, he added:
"If we look as a comparative at our trading at the end of the last financial
year versus our first quarter trading of this financial year, we are seeing
sales approaching a 9% increase, increasing gross profit of over 17%, and an
improving EBITDA of 19%. This gives the Board a lot of confidence as we see
the UK returning to more normal economic and working conditions.
"The removal of our unprofitable customers and customers that represented
risk, means that we have now successfully completed the removal of historical
bad debt which substantially improves the quality of our earnings and firmly
sets us on the path towards profitability."
*Adjusted EBITDA is defined as operating profit, after adjusting for
depreciation, amortisation, impairment and exceptional items (i.e. expenses or
credits that are deemed unusual by nature and/or scale and significance.)
This announcement contains information which, prior to its disclosure, was
inside information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended).
For further information:
Toople PLC Tel: 0800 0499 499
Andy Hollingworth, Chief Executive Officer
Paul White, Chief Financial Officer
Novum Securities Limited Tel: 020 7399 9400
David Coffman
Colin Rowbury
Belvedere Communications Tel: 020 3687 2754
John West / Llew Angus
About Toople PLC (http://www.toople.com)
Toople PLC is incorporated in the UK and listed on the main market of the
London Stock Exchange. The business currently trades under four main
brands: toople.com (http://toople.com) ; dmsluk.co.uk (http://dmsluk.co.uk) ;
broadbandandphones.co.uk (https://broadbandandphones.co.uk/) ;
checkthatcompany.co.uk (http://www.checkthatcompany.co.uk/) .
Toople.com (http://www.toople.com/) provides bespoke telecoms services for
its fast growing target market of UK SMEs with between one and 500
employees. Services offered by the Group include business broadband, fibre,
EFM and Ethernet data services, business mobile phones, cloud PBX and SIP
Trunking and Traditional Services (calls and lines) all of which are delivered
and managed via the Group's proprietary software platform. The Group's
wholly owned subsidiary DMS Holding (DMSL) (http://www.dmsluk.co.uk/)
provides unified communication services in the UK ranging from a single phone
line to a multi-site unified comms VoIP platform, delivered via a network of
telecoms and IT carriers and content providers across the UK including BT
Business, BT Global Services, Gamma, EE, Vonage, TalkTalk Business and O2.
DMSL acts as a BT Premier re-seller for broadband connectivity, mobile and
fixed voice and cloud services and is responsible for over 250,000 BT
customers and over 400,000 Revenue Generating Units. The Company also owns a
telecoms price comparison website and a service offering company credit
reference checking and reports. These complement the Group's IT and telecoms
services.
Chairman's Statement
Introduction
FY21 saw another year of financial and operational improvement for Toople.
During the reported period we completed the integration of DMSL, added well
established, new customers in an extremely wide variety of industries, and
took the opportunity to raise funds via a placing. The reorganisation of our
four main brands has also paid off and has greatly simplified our business
propositions to our customers and increased efficiencies and opportunities for
cross selling. We also continue to benefit from the cost savings achieved
through the reorganisation. This, together with lower cash burn, is
providing us with the working capital platform to enable Toople to progress
towards profitability.
We ended our financial year on a high note; with September 2021 proving to be
one of the highest order intake months in FY21. This has translated into an
increased customer base for the Company, to which we continue to deliver high
quality bandwidth and high-speed internet access taking advantage of the
opportunities created for our business by hybrid working and an acceleration
towards online services from SMEs, our core target market.
Near constant business change
We are further bolstered by the fact that we improve communications and lower
the cost for every business we add as a customer. Today, when businesses are
more reliant on superfast communications, our service offering is business
critical for the vast majority of industries across the economy. In the last
two years, the UK economy has seen massive shutdowns, reluctant re-openings,
and various continuously changing phases of lockdowns, working from home
directives, and other directives affecting the economy. SMEs are getting
used to this. They are aware of the need to continue growing their
businesses no matter the current reality, and our wide range of partnerships
help them to deliver their communications in a world where change is the only
constant.
The transparency of price on our contracts remain one of our unique selling
points and is coveted by our customers. Our emergence now from the scare
caused by the Omicron variant is causing jubilation from bosses and employees
alike. We are prepared for that and are proud to offer SMEs solutions that
allow them to continue running their businesses as well as possible despite
uncertain future variants, or any other unwelcome events.
DMSL
The integration of the acquisition we had made in the prior financial year,
DMSL, is contributing very positively to the group. There has been a greater
contribution from DMSL to our business, which has a higher gross margin than
the traditional Toople business. This is due to the effect of Covid-19,
which has boosted DMSL and has made its offering even more popular.
This brand is working excellently alongside its customers to understand their
businesses and to deliver the best and most appropriate communications
solutions. DMSL can deliver comprehensive communications designs which offer
flexibility and scalability and can ensure that a customer's various sites are
connected to cloud based infrastructure, with telephony at each site, and high
speed, high bandwidth data connectivity that allows the customer to service
their own customers more efficiently. Our strong relationship with BT
continues to massively benefit DMSL, having a material impact on order
volumes.
New business
We continue to win notable new contracts, and contract extensions, carrying
previous momentum forward. Successful and dynamic customers continue to sign
up with the Group, and each is an endorsement of our brand and service
offering. These well-established, well-known UK brands are turning their
backs on old communications providers to sign up with us. This impetus
continues to bolster our activities, and companies with strong credit profiles
continue to recognise the strength of our service offering and our
competitively priced solutions. In turn this improves the overall quality of
our earnings.
Growth drivers
The main driver of our growth continues to be that seamless communications are
now business critical for most SMEs. On top of that, the UK Government
continues to roll out fibre infrastructure, to replace copper and to support
the switch from 4G to 5G. All our brands offer communications solutions to
help our customers to grow their businesses.
Placing
Right at the start of our new financial year, in October 2020, our brokers
approached us with an opportunity to raise funds for the Company by way of a
placing. Given the economic uncertainty caused by Covid-19 at the time, we
decided to take the opportunity. As a result, The Group successfully raised
£774,000 (before expenses). The placing was significantly oversubscribed
and utilised all of the share issuance capability of the Company at that
time.
Conclusion
With more economic certainty due to the normalisation of Covid-19, we look
optimistically to Toople's future. Post year end we have had a successful
capital raise, opened a second contact centre which will greatly enhance our
sales efforts, and we expect trading to continue to progress well. We will
also continue to review potential opportunities to grow the group through the
acquisition of complementary businesses.
We look forward to the future of the Group and we wish all our staff,
customers, shareholders, and suppliers good health and prosperity in 2022.
Richard Horsman
Non-Executive Chairman
25 February 2022
Chief Executive Officer's Review
Introduction
The emergence of new Covid-19 variants and lockdowns have now so often been
repeated that their occurrences are normalising, and it is very much the case
that SMEs are aware of the general need to be seamlessly connected, being
increasingly unperturbed by transitory curveballs thrown up by Covid-19.
We continue to see business momentum as the UK learns to live with Covid-19,
with sales leads and conversion rates ramping up. Hybrid working is now the
new normal and the duplication of telecom services in various places, hot
desking, mobile working, 24/7 availability, hub offices and the general
increase in digital or online service offerings across the economy, as opposed
to in-person contact, are all factors which collude to create the perfect wave
for us to ride.
Operational Review
In this year we have truly demonstrated our offering's incredible versatility,
with the sheer number and variety of different new customers which have added
to our business. During the financial year we announced that among many
others we had won new contracts with notable brands such as Carluccio's and
the largest national UK supplier of poultry. We continue to expand our
service offering to Carluccio's, who have recently added more mobile contracts
and we were delighted to have been chosen to provide telecoms services to a
new joint venture between Sainsbury's and Carluccio's for a new coffee shop
format they are rolling out.
Another notable contract win was a five year contract with a specialist
engineering firm in the printing, coating, and converting industries with
subsidiaries in Europe and North America. We provide critical high speed
secure data connectivity to the firm as it supplies equipment for use on many
of the world's most advanced printing machines. Further contracts were
signed with a building merchant with various locations across England.
Others include, inter alia, a specialist motor car business, a publisher, a
hair and beauty chain, a computer services provider, a city council, a credit
union, a firm of solicitors, a leading UK property company, and a global oil
and gas procurement business. This collection of customers illustrate that
Toople can offer solutions to absolutely any type of SME or similarly sized
organisation.
The integration of DMSL has developed excellently, with more emphasis placed
on DMSL in the year as a result of the impact of Covid-19 on the traditional
Toople base. We also continue to reap the benefits of our reorganisation
that has substantial cost savings. Our telecoms price comparison website and
service offering company credit reference checking and reports continues to
complement the Group's IT and telecoms services.
As more and more businesses have to offer their services virtually and can no
longer rely only on in person service offerings, telecoms networks are more
critical than ever. Keeping businesses connected with super-fast broadband
is what we do, and we are proud to offer a business that eliminates any
communications stress or difficulty for our clients to allow them to
concentrate on their own businesses. We also do so at an affordable cost.
SMEs, in particular, are increasingly dissatisfied with a lack of price
transparency, poor service offerings and poor customer service from the
traditional tier one providers. These are all reasons why existing customers
are increasingly extending contracts with us and we continue to win new
customers across a very broad range of sectors.
Our own operational infrastructure continues to serve us very well, with our
unified communications platform enabling remote working for all our employees.
Financial performance
In the latter part of the financial year, trading had continued to demonstrate
significant progress as the lockdown measures at the time had begun to ease,
and the economy moved towards a new post-pandemic period. Our trading since
then has also reflected the fact that our target market, SMEs, are
increasingly becoming used to the emergence of new variants and the practical
changes each new wave of infections entails.
This is our first annual results which includes a full 12 month contribution
from DMSL, which has proven to be a great acquisition for the Group.
Losses before tax reduced by 53% from £2,711k to £1,281k driven by much
lower distribution costs and overheads. We did see a decline in overall
revenues by 12%, but this was due to a bigger emphasis placed on our DMSL
business in the year, as a result of the impact of Covid-19 on the traditional
Toople base. Proactive management of the Toople base and the elimination of
non-paying customers also contributed to this, with the result that the
historic bad debt problem has been all but been eliminated, delivering a solid
base to develop for going forward. The quality of our earnings has improved
substantially.
Despite the decline in revenue, gross profit has increased by 22%. Overall
gross margins have increased from 25% to 35%, with a greater contribution
DMSL, which has a higher gross margin than the traditional Toople business,
and also the 12 months of contribution from DMSL to this year's results as
opposed to last year's 7.5 months when we acquired that business. Also
contributing to the increase in gross profit is our active cost control and
management combined with successful renegotiations of the carrier cost base.
The growth in gross profit is also thanks to the cessation of low margin
consumer business, with a re-focus only on B2B business.
As mentioned above, our bad debt charge has almost been eliminated, falling
from £1.1m last year to £55,000 this year. Our administrative costs are
also down by £360,000 year on year, even though DMSL costs for last year were
for 7.5 months. Contributing to this; benefits achieved from the Furlough
Scheme were realised, staff has been further rationalised, and there was a
significant reduction in marketing costs, given the bigger focus on DMSL in
the year.
Post balance sheet events
In December 2021, new ordinary shares were placed to raise £380,000. The
placing was supported by many of the Company's existing shareholders,
including its two largest shareholders, as well as key members of the Board.
The placing was oversubscribed and utilised all of the existing share issue
capability of the Company. The net proceeds were used to provide further
working capital to support the Company's growth and enhance the Company's
service offerings. We are grateful to existing shareholders for the support
they have shown to the Company and welcome new shareholders to the register.
The perfect opportunity also presented itself for us to increase our sales
initiative, with a focus on providing ultrafast, live, and cloud based
solutions from BT to new and existing customers. In January 2022, we
announced that we had opened a second contact centre in South Cheshire. This
new facility is supported by BT who is providing assistance, training, and
onboarding for staff supporting customers around BT's product portfolio.
This contact centre is solely focused on new customer acquisitions for the SME
segment within BT's Enterprise business and is complementary to Toople's
existing centre located in Durban, South Africa, which manages over 200,000
existing customers for Toople and for DMSL. We are very excited about the
further growth potential this facility will bring to us.
Current trading and Outlook
If we look as a comparative at our trading at the end of the last financial
year versus our first quarter trading of this financial year, we are seeing
sales approaching a 9% increase, increasing gross profit of 17%, and an
improving EBITDA of 19%, giving the Board confidence as we see the UK
returning to more normal conditions. The removal of our unprofitable
customers and customers that represented risk, means that we have successfully
completed the removal of historical bad debt, substantially improving the
quality of our earnings which firmly sets us on the path towards
profitability.
The Company has made substantial operational and financial progress in recent
months and we look forward to executing on our growth strategy.
Andrew Hollingworth
Chief Executive Officer
25 February 2022
A copy of the Annual Report will be posted on the Company's website:
www.toopleplc.co.uk (http://www.toopleplc.co.uk)
An electronic version will shortly be available for inspection at the National
Storage Mechanism: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
Notice of the Company's Annual General Meeting will be sent to shareholders in
due course.
Consolidated statement of comprehensive income
NOTE 2021 2020
(Restated)
£ £
Continuing operations
Revenue 3,012,936 3,438,284
Costs of Sales (1,958,149) (2,574,822)
Gross Profit 1,054,787 863,463
Other Income - 127,985
Administrative expenses 4 (1,936,318) (2,295,989)
Depreciation and amortisation 4 (207,957) (146,655)
Exceptional items 4 - (1,162,930)
Operating loss (1,089,489) (2,614,126)
Interest payable and similar charges (191,774) (97,910)
Interest receivable 313 508
Loss before taxation 4 (1,280,950) (2,711,528)
Taxation 5 62,938 49,710
Loss for the year (1,218,012) (2,661,818)
Other comprehensive negative income for the year - -
Total comprehensive negative income for the year attributable to the equity (1,218,012) (2,661,818)
owners
Earnings per share
Basic and diluted earnings per share 6 (0.03) (0.10)
The notes to the consolidated financial statements form an integral part of
these financial statements.
Consolidated statement of financial position
2021 2020
(Restated)
NOTE £ £
ASSETS
Non-current assets
Intangible Assets 7 1,302,638 1,324,867
Property, plant and equipment 8 32,339 37,380
Right of use assets 21 138,521 64,173
Total Non-current assets 1,473,498 1,426,420
Current assets
Trade and other receivables 9 337,159 855,941
Cash and cash equivalents 10 281,592 568,533
Total Current assets 618,751 1,424,474
Total assets 2,092,249 2,850,894
EQUITY and LIABILITIES
Capital and reserves attributable to equity shareholders
Share capital 11 2,822,451 2,347,874
Share premium 11 6,266,040 6,027,272
Merger reserve (25,813) (25,813)
Share-based payment reserve 116,177 49,843
Accumulated deficit (9,856,690) (8,638,677)
Total equity (677,833) (239,501)
Current liabilities
Trade and other payables 12 932,808 1,474,903
Lease liabilities 21 39,818 52,517
Total current liabilities 972,626 1,527,420
Non-current liabilities
Financial liabilities - borrowings 12 1,688,935 1,549,316
Lease liabilities 21 108,521 13,659
Total non-current liabilities 1,797,456 1,562,975
Total equity and liabilities 2,092,249 2,850,894
The notes to the consolidated financial statements form an integral part of
these financial statements.
Consolidated statement of changes in equity
Share capital Share premium Merger reserve Share Based Payment reserve Accumulated deficit Total
CURRENT YEAR £ £ £ £ £ £
Brought forward at 1 October 2020 as previously reported 2,347,874 6,027,272 (25,813) 49,843 (8,400,239) (1,063)
Impact of correction of errors - - - - (238,439) (238,439)
Restated balance at 1 October 2020 2,347,874 6,027,272 (25,813) 49,843 (8,638,678) (239,502)
Loss for the year (1,218,012) (1,218,012)
Total comprehensive
loss for the year - - - (1,218,012) (1,218,012)
Transactions with owners
Issue of share capital net of share costs 474,577 261,188 - - - 735,766
Share-based payment charge credited to equity - (22,420) - 66,334 - 43,914
At 30 September 2021 2,822,451 6,266,040 (25,813) 116,177 (9,856,690) (677,834)
Share capital Share premium Merger reserve Share Based Payment reserve Accumulated deficit Total
PRIOR PERIOD £ £ £ £ £ £
Brought forward at 1 October 2019 762,774 5,412,561 (25,813) 255,099 (6,100,080) 304,541
Loss for the year (Restated) - - - - (2,661,818) (2,661,818)
Total comprehensive negative loss for the year (2,661,818) (2,661,818)
- - - -
Transactions with owners
Issue of share capital net of share costs 1,585,100 525,562 - - - 2,110,662
Share-based payment charge credited to equity - (42,730) - 49,843 - 7,113
Share-based payment adjustment in respect of lapsed warrants - 131,879 - (255,099) 123,220 -
At 30 September 2020 2,347,874 6,027,272 (25,813) 49,843 (8,637,677) (239,502)
Share capital comprises the ordinary share capital of the Company.
Share premium represents the aggregated excess of the fair value of
consideration received for shares issued over par value in respect of shares
issued by the Company net of attributable share issue costs and other
permitted reductions.
The merger reserve arose on the share for share exchange and is described in
Note 2b.
Share-based payments reserve represents the cumulative value of share-based
payments recognised through equity.
Accumulated deficit represents the aggregate retained deficit of the Group.
The notes to the consolidated financial statements form an integral part of
these financial statements.
Consolidated statement of cash flows
NOTE Year ended Year ended
30 Sep 2021 30 Sep 2020
(restated)
£ £
Cash flows from operating activities
Operating loss (1,089,489) (2,614,126)
Depreciation and amortisation 207,958 146,655
Share-based payment charge 43,914 7,113
R&D tax credit 62,938 49,710
Interest paid (37,808) (7,794)
Interest received 313 508
Changes in working capital
Decrease in stock - 2,030
Decrease / (increase) in receivables 518,781 762,197
(Decrease)/ increase in payables (542,096) 79,472
Net cash outflow from operating activities (835,487) ((1,574,235)
Cash flows from financing activities
Proceeds from issues of share capital (net of issue costs, see Note 11)* 735,766 934,200
Proceeds from loans - 1,524,995
Loan repayments (14,347) -
Lease payments (48,127) (39,898)
Loan issue costs - (65,795)
Net cash from financing activities 673,292 2,353,502
Cash flows from investing activities
Acquisition of office equipment (4,108) (10,075)
Acquisition of intangible assets (120,845) (108,405)
Proceeds on sale of fixed assets 207 -
Acquisition of subsidiary undertakings - (467,848)
Net cash acquired with subsidiary undertaking - (121,806)
Net cash from investing activities (124,746) (708,134)
Net increase in cash and cash equivalents (286,941) 71,133
Cash and cash equivalents at start of year 568,533 497,400
Cash and cash equivalents at end of year 10 281,592 568,533
The notes) to the consolidated financial statements form an integral part of
these financial statements.
Notes to the consolidated financial statements
1. General Information
a) Nature of operations
The Company is a public limited company listed on the London Stock Exchange
main market, which was incorporated in England and Wales on 2 March 2016 and
is domiciled in England and Wales. The Company's registered office is located
at PO Box 501, The Nexus Building, Broadway, Letchworth Garden City,
Hertfordshire, SG6 9BL.
The Group provides a range of telecoms services primarily targeted at the UK
SME market. Services offered by the Group include business broadband, fibre,
Ethernet First Mile and Ethernet data services, business mobile phones, cloud
PBX and SIP Trunking and traditional services (calls and lines). Through the
DMSL business the Group also resells BT's Services and propositions and where
relevant across the SME market.
b) Component undertakings
The undertakings included in the financial statements are as follows (see also
note 5 to the Company financial statements):
Group Company Registered Office
Toople.com Limited Woodside 2, Dunmow Road, Birchanger, Bishop's Stortford, CM23 5RG
DMS Holding 2017 Limited Woodside 2, Dunmow Road, Birchanger, Bishop's Stortford, CM23 5RG
Direct Market Services Limited (DMSL) Woodside 2, Dunmow Road, Birchanger, Bishop's Stortford, CM23 5RG
checkthatcompany.co.uk Limited Woodside 2, Dunmow Road, Birchanger, Bishop's Stortford, CM23 5RG
Broadbandandphones Limited Woodside 2, Dunmow Road, Birchanger, Bishop's Stortford, CM23 5RG
Ask Merlin Limited Woodside 2, Dunmow Road, Birchanger, Bishop's Stortford, CM23 5RG
Toople Finance Limited Woodside 2, Dunmow Road, Birchanger, Bishop's Stortford, CM23 5RG
Toople Management Services Limited Woodside 2, Dunmow Road, Birchanger, Bishop's Stortford, CM23 5RG
Ask Merlin Poland SP Zoo* Kobylanka, ZACHODNIOPOMORSKIE, 73-108 Poland
*Owned by Ask Merlin Limited
2. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies have been
consistently applied to all the years presented, unless otherwise stated:
a) Basis of Preparation
The Consolidated Financial statements have been prepared in accordance with
International Accounting standards in conformity with the requirements of the
Companies Act 2006 and International Financial Reporting Standards adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union
"as adopted for use by the European Union, and effective, or issued and early
adopted, as at the date of these statements. The financial statements have
been prepared under the historical cost convention, as modified by the
revaluation of certain financial assets and liabilities at fair value through
profit or loss.
The preparation of Consolidated Financial statements in conformity with
International Financial Reporting Standards ("IFRS") requires the use of
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the Consolidated Financial statements and the
reported amounts of revenues and expenses during the reporting period.
Although these estimates are based on management's best knowledge of the
amount, event or actions, actual results ultimately may differ from those
estimates.
b) Basis of Consolidation
On 15 April 2016, the Company entered into four share for share exchange
agreements with David Breith pursuant to which the Company acquired the entire
issued share capital of each of Toople.com Limited, Toople Finance Limited,
Toople Management Services Limited and AskMerlin Limited (together the
"Subsidiaries") in consideration for the issue and allotment to David Breith
of 39,000,000 ordinary shares in the Company. The merger reserve arose as a
result of this share for share exchange.
The Directors consider the substance of the acquisition of the Subsidiaries
noted above by the Company to have been a reverse asset acquisition by the
Subsidiaries and that the substance of the Subsidiaries was that of a single
business under common ownership and control. Further, the Directors consider
that the Company did not meet the definition of a business set out in IFRS3
'Business combinations'. As a consequence, the Directors consider that the
transaction which gave rise to the formation of the Group fell outside the
scope of IFRS 3 and have applied the business reorganisation principles of UK
GAAP to account for the combination. The consolidated financial statements
therefore present the combination as a continuation of the combined financial
information of the Subsidiaries with no goodwill arising on the transaction.
Subsidiaries are all entities over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect
those returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They
are deconsolidated from the date that control ceases.
Subsequent to the initial establishment of the Group the acquisition method of
accounting is used to account for the acquisition of subsidiaries by the
Group. The cost of an acquisition is measured as the fair value of the assets
given, equity instruments issued, liabilities incurred or assumed at the date
of exchange, plus costs directly attributable to the acquisition. Identifiable
assets acquired, and liabilities and contingent liabilities assumed in a
business combination are measured initially at their fair values at the
acquisition date, irrespective of the extent of any non-controlling interest.
The excess of the cost of acquisition over the fair value of the Group's share
of the identifiable net assets acquired is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions
between group companies are eliminated. Unrealised losses are also eliminated.
When necessary, amounts reported by subsidiaries have been adjusted to conform
to the Group's accounting policies.
c) Going Concern
The Group's business activities and financial position, together with the
factors likely to affect its future development, performance and position are
set out in the Governance Report in the front end of the financial statements.
The Directors have carried out a detailed assessment of going concern as part
of the financial reporting process, taking into consideration a number of
matters including forecast cash flows for a period of at least 12 months from
the date of approval of the Financial Statements, medium and long term
business plans and expectations.
At 30 September 2021 the Group had £281k of cash and net liabilities of
£677k. The Group made a loss in the year of £1,218k (2020: £2,662k loss),
and had net current liabilities at the year-end of £354k (2020: £103k net
liabilities), In addition, subsequent to the year end a further Placing of
shares took place on 22(nd) October 2021 raising a further £377k (before
expenses). The Directors, having given due and careful consideration, are of
the opinion that although the Company will need to raise further funds over
the 12 months following approval of the financial statements in order to
execute its strategy and for working capital, it has the ability to access
additional financing, if required, over the next 12 months. The Directors,
therefore, have made an informed judgement, at the time of approving the
financial statements, that there is a reasonable expectation that the Company
has adequate resources to continue in operational existence for the
foreseeable future. As a result, the Directors have continued to adopt the
going concern basis of accounting in preparing the annual financial statements
in accordance with Going Concern and Liquidity Risk: Guidance for Directors of
UK Companies 2009.
The going concern basis of accounting has been applied based on management's
consideration of financial projections and business plan for the business,
these include a number of forward looking assumptions about the future growth
in the customer base and a reduction in costs following the successful website
development, digital marketing, and Merlin integration with its associated
consultants and agencies. As such management consider the going concern basis
to be appropriate.
The auditors have made reference to going concern by way of a material
uncertainty within their audit report.
d) Leases
Leases are recognised as a right-of-use asset and a corresponding lease
liability at the date at which the asset is available for use by the Group.
Assets and liabilities arising from a lease are initially measured on a
present value basis.
Lease liabilities include the net present value of the following lease
payments:
o Fixed payments (including in-substance fixed payments), less any lease
incentives receivable;
o Variable lease payments that are based on an index or rate, initially
measured using the index or rate at the commencement date;
o Amounts expected to be payable by the Group under residual value
guarantees;
o The exercise price of a purchase option if the Group is reasonably certain
to exercise that option; and
o Payments of penalties for terminating the lease, if the lease term
reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also
included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the
lease. If that rate cannot be readily determined, the lessee's incremental
borrowing rate is used, being the rate that the individual lessee would have
to pay to borrow the funds necessary to obtain an asset of similar value to
the right-of-use asset in a similar economic environment with similar terms,
security and conditions.
Lease payments are allocated between principal and finance cost. The finance
cost is charged to the Income Statement over the lease period.
Right-of-use assets are measured at cost which comprises the following:
o The amount of the initial measurement of the lease liability;
o Any lease payments made at or before the commencement date less any lease
incentives received;
o Any initial direct costs; and
o Restoration costs
Right-of-use assets are generally depreciated over the shorter of the asset's
useful life and the lease term on a straight-line basis. If the Group is
reasonably certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset's useful life.
Payments associated with short-term leases (less than 12 months) and all lease
of low-value assets are recognised on a straight-line basis as an expense in
profit or loss. Low-value assets comprise office equipment and furniture
acquired as part of the acquisition of DMS Holding 2017 Limited.
e) New Standards and Interpretations
At the date of authorisation of these Financial Statements, the Group and
Company have not applied the following new and revised IFRSs that have been
issued but are not yet effective and (in some cases) have not yet been
endorsed by the UK. The Group and Company intend to adopt these standards, if
applicable, when they become effective.
Standard / Interpretation Title
IAS 1 Presentation of liabilities as current or non-current
IAS 1 Disclosure of accounting policies
IAS 8 Definition of accounting estimates
The Group and Company are evaluating the impact of the new and amended
standards above.
The Directors do not anticipate that the adoption of these standards,
amendments and interpretations will have a material impact on the Group's
financial statements in the periods of initial application.
There are no other IFRSs or IFRIC interpretations that are not yet effective
that would be expected to have a material impact on the Group.
f) Financial Instruments
Financial assets and liabilities are recognised in the Company's statement of
financial position when the Company becomes a party to the contractual
provisions of the instrument. The Company currently does not use derivative
financial instruments to manage or hedge financial exposures or liabilities.
Financial Assets
The financial assets currently held by the Group and Company are classified as
financial assets held at amortised cost. These assets are non-derivative
financial assets with fixed or determinable payments that are not quoted in an
active market. They are initially recognised at fair value plus transaction
costs that are directly attributable to their acquisition or issue, and are
subsequently carried at amortised cost using the effective interest rate
method, less provision for impairment under the expected credit loss model
The expected credit loss is calculated as a function of the probability of
default (PD), the exposure at default (EAD) and the loss given default (LGD).
The amount of the expected credit loss is measured as the difference between
all contractual cash flows that are due in accordance with the contract and
all the cash flows that are expected to be received (i.e. all cash
shortfalls), discounted at the original effective interest rate (EIR).
The carrying amount of the asset is reduced through use of allowance account
and recognition of the loss in the Statement of Comprehensive Income.
Allowances for credit losses on financial assets are assessed collectively.
Collectively assessed impairment allowances cover credit losses inherent in
portfolios of financial assets with similar credit risk characteristics when
there is objective evidence to suggest that they contain impaired financial
assets, but the individual impaired items cannot yet be identified.
In assessing collective impairment, the Group uses information including
historical trends in the probability of default (although this is limited
given the relatively short trading history of the Group), timing of recoveries
and the amount of expected loss, adjusted for management's judgement as to
whether current economic and credit conditions are such that the actual losses
are likely to be greater or less than suggested by historical evidence.
Default rates, loss rates and the expected timing of future recoveries are
regularly benchmarked against actual outcomes to ensure that they remain
appropriate.
IFRS 9 suggests the use of reasonable forward-looking information to enhance
ECL models. The Group incorporates relevant forward-looking information into
the loss provisioning model.
Financial assets at amortised cost comprise trade and other receivables and
cash and cash equivalents in the statement of financial position
Cash and cash equivalents include cash in hand and amounts held on short term
deposit. Any interest earned is accrued monthly and classified as finance
income. Short term deposits comprise deposits made for varying periods of
between one day and three months.
For the purposes of the statement of cash flows, cash and cash equivalents
consist of cash and cash equivalents as defined above.
Derecognition of Financial Assets
The Group and Company derecognise a financial asset when the contractual
rights to the cash flows from the asset expire, or it transfers the asset and
substantially all the risk and rewards of ownership of the asset to another
entity.
Financial Liabilities
The Group and Company classify their financial liabilities into one category,
being other financial liabilities measured at amortised cost.
The Group's accounting policy for the other financial liabilities category is
as follows:
Trade payables and other short-term monetary liabilities are initially
recognised at fair value and subsequently carried at amortised cost using the
effective interest method. All interest and other borrowing costs incurred in
connection with the above are expensed as incurred and reported as part of
financing costs in profit or loss. The Group and Company derecognise financial
liabilities when, and only when, the obligations are discharged, cancelled or
they expire.
g) Goodwill
Goodwill arises on the acquisition of subsidiaries and represents the excess
of the consideration transferred, the amount of any non-controlling interest
in the acquiree and the acquisition-date fair value of any previous equity
interest in the acquiree over the fair value of the identifiable net assets
acquired. If the total of consideration transferred, non-controlling interest
recognised and previously held interest measured at fair value is less than
the fair value of the net assets of the subsidiary acquired, in the case of a
bargain purchase, the difference is recognised directly in the income
statement.
For the purpose of impairment testing, goodwill acquired in a business
combination is allocated to each of the CGUs, or groups of CGUs, that is
expected to benefit from the synergies of the combination. Each unit or group
of units to which the goodwill is allocated represents the lowest level within
the entity at which the goodwill is monitored for internal management
purposes. Goodwill is monitored at the operating segment level.
Goodwill impairment reviews are undertaken annually or more frequently if
events or changes in circumstances indicate a potential impairment. The
carrying value of the CGU containing the goodwill is compared to the
recoverable amount, which is the higher of value in use and the fair value
less costs of disposal. Any impairment is recognised immediately as an expense
and is not subsequently reversed.
h) Property, plant and equipment
Property, plant and equipment are shown at historical cost less accumulated
depreciation. Cost includes the original purchase price of the asset and the
costs attributable to bringing the asset to its working condition for its
intended use.
Depreciation is provided at rates calculated to write off the cost of each
asset, on a straight-line basis, over its expected useful life to its residual
value, as follows:
Leasehold improvements 10 years
Office equipment 4 years
Furniture and fittings 4 years
Computer equipment 4 years
i) Other Intangibles
Other intangibles include customer contracts, developed technology and
developments costs. Customer contracts and developed technology acquired as
part of a business combination are recognised initially at fair value
determined in accordance with appropriate valuation methodologies and
subjected to amortisation and annual impairment reviews. Developments costs
are recognised are initially recognised at their cash cost and subjected to
amortisation and annual impairment reviews:
a. Customer contracts
Customer contracts, acquired as part of a business combination, are
capitalised at their fair value as at the date of acquisition. They are
carried at their fair value less accumulated impairment losses. Amortisation
is calculated using the straight-line method to allocate the fair value of
customer relationships over their estimated useful life of six years. Customer
contracts have been valued according to discounted incremental operating
profit expected to be generated from them over their useful lives.
b. Developed technology
Developed technology, acquired as part of a business combination, is
capitalised at its fair value as at the date of acquisition. It is carried at
its fair value less accumulated impairment losses. Amortisation is calculated
using the straight-line method to allocate the fair value of developed
technology over its estimated useful life of five years. Developed technology
has been valued using the Relief from Royalty Method.
c. Development costs
Expenditure on research (or the research phase of an internal project) is
recognised as an expense in the period in which it is incurred.
Development costs incurred are capitalised only when all the following
conditions are satisfied:
· completion of the intangible asset is technically feasible;
· the Group intends to complete the intangible asset and use or
sell it;
· the intangible asset will generate probable future economic
benefits. Among other things, this requires that there is a market for the
output from the intangible asset or for the intangible asset itself, or, if it
is to be used internally, the asset will be used in generating such benefits;
· there are adequate technical, financial and other resources to
complete the development and to use or sell the intangible asset; and
· the expenditure attributable to the intangible asset during its
development can be measured reliably.
Directly attributable costs that are capitalised as part of the Merlin and
BTOps platforms development include the software development employee or
contractor cost. Attributable overheads are not capitalised. Development costs
not meeting the criteria for capitalisation are expensed as incurred.
Amortisation is provided on development costs so as to write off the cost,
less any estimated residual value, over the expected useful life which has
been estimated as being 5 years. Amortisation commences upon completion of the
asset, and is shown separately on the face of the Statement of Comprehensive
Income as part of the Depreciation and Amortisation charge for the year.
Careful judgement by the Directors is applied when deciding whether the
recognition requirements for development costs have been met. This is
necessary as the economic success of any product development is uncertain and
may be subject to future technical problems at the time of recognition.
Judgements are based on the information available at each balance sheet date.
In addition, all internal activities related to the research and development
of new software products are continuously monitored by the Directors.
j) Cash and cash equivalents
In the consolidated Statement of Cash Flows, cash and cash equivalents
comprise cash in hand and deposits held at call with banks.
k) Trade and Other Receivables
Trade and other receivables are stated after impairment under the expected
credit loss model as described in Note 2f).
l) Trade Payables
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one year or
less (or in the normal operating cycle of the business if longer). If not,
they are presented as non-current liabilities.
Trade payables are recognised initially at fair value, and subsequently
measured at amortised cost using the effective interest method.
m) Borrowings
Borrowings are recognised initially at fair value, net of transaction costs
incurred. Borrowings are subsequently carried at amortised cost; any
difference between the proceeds (net of transaction costs) and the redemption
value is recognised in the income statement over the period of the borrowings,
using the effective interest method.
n) Taxation
Current tax
Current tax assets and liabilities for the current and prior periods are
measured at the amount expected to be recovered from or paid to the tax
authorities. The tax rates and the tax laws used to compute the amount are
those that are enacted or substantively enacted by the statement of financial
position date.
Deferred tax
Deferred income tax is recognised on all temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the
financial statements, with the following exceptions:
· deferred income tax assets are recognised only to the extent that
it is probable that taxable profit will be available against which the
deductible temporary differences, carried forward tax credits or tax losses
can be utilised.
Deferred income tax assets and liabilities are measured on an undiscounted
basis at the tax rates that are expected to apply when the related asset is
realised or liability is settled, based on tax rates and laws enacted or
substantively enacted at the statement of financial position date.
o) Earnings per share
Basic loss per share is calculated by dividing the profit attributable to
owners of the company, (excluding any costs of servicing equity other than
ordinary shares), by the weighted average number of ordinary shares
outstanding during the financial year.
For diluted loss per share, the weighted average number of ordinary shares in
issue is adjusted to assume conversion of all dilutive potential ordinary
shares that have satisfied the appropriate vesting or performance criteria as
at the end of the financial year
p) Exceptional items
Exceptional items are disclosed separately in the financial statements where
it is necessary to do so to provide further understanding of the financial
performance of the Group. They are material items of income or expense that
have been shown separately due to the significance of their nature or amount.
q) Segmental reporting
For the purpose of IFRS 8 the chief operating decision maker ("CODM") is the
Board of Directors. The Directors are of the opinion that the business
comprises a single economic activity, being the provision of telephony
services and that currently this activity is undertaken solely in the United
Kingdom. All of the income and non-current assets are derived from the United
Kingdom. At meetings of the Directors, income, expenditure, cash flows, assets
and liabilities are reviewed on a whole Group basis. Based on the above
considerations there is considered to be one reportable segment only namely
telephony services.
Therefore, the financial information of the single segment is the same as that
set out in the consolidated statement of comprehensive income, consolidated
statement of financial position, consolidated statement of changes to equity
and the consolidated statement of cash flows.
r) Revenue recognition
The process of revenue recognition described by IFRS 15 is based on the core
principle "that an entity recognises revenue to depict the transfer of
promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those
goods or services." Each promise or performance obligation is accounted for
separately.
Revenue is recognised in accordance with that core principle and applying the
following 5 step process:
1. Identify the contract(s) with a customer;
2. Identify the performance obligations in the contract - includes an
assessment of whether a contract includes multiple promises for goods and
services (performance obligations) that are distinct and separately
identifiable;
3. Determine the transaction price - based on the consideration in a
contract to which an entity expects to be entitled in exchange for
transferring promised goods or services to a customer;
4. Allocate the transaction price to the performance obligations in
the contract - either based on the observed or estimated stand-alone selling
price for each performance obligation; and
5. Recognise revenue when (or as) the entity satisfies a performance
obligation - this may be determined as being satisfied at a point in time or
satisfied over time.
Contracts with customers are structured to ensure clarity of the definitions,
timing and amounts relating to the delivery of performance obligations. Within
the Toople Group, the Group earns revenue from the sale of telecommunication
services to customers. This revenue is recognised in the accounting period
when the services are rendered at an amount that reflects the consideration to
which the entity expects to be entitled in exchange for fulfilling its
performance obligations to customers. Where the Group is acting as a reseller
on behalf of another telecommunications provider, the Group earns commissions
based on the total sales order value of the contract sold to the end customer.
This revenue is recognised in the accounting period in which the underlying
customer contract is accepted by the telecommunications provider. The
following types of income are typically derived and recognised on the
following basis:
Revenue Type Revenue Description Recognition Basis
A. Telecommunication Services The Group provides multiple services including the provision of broadband, Point in Time - Recognised as the services are performed and consumed by the
telephony calls and minutes and wholesale services. For these services, a customer on a monthly basis. When acting as a reseller, at the point the
fixed monthly fee is charged for the duration of the customer contract period. contract is accepted by the provider.
The monthly transaction price is fixed at the outset of the contract period
for all bundled services and this is deemed to be the transaction price.
Calls to certain destinations can be bought by customers under fixed price
bundles which are recognised as monthly fees.
Where calls are made outside these bundles, they are treated as a variable
revenue stream based on a number of minutes multiplied by unit price, billed
to the customer on a monthly basis and recognised at the point of usage. These
charges are not part of the fixed monthly fee and are based on the customer's
actual usage.
Where the Group is acting as a reseller on behalf of another
telecommunications provider, revenue is recognised at the point the underlying
customer contract is accepted by the telecommunications provider
B. Connection fees Connection fees are chargeable to customers for certain services and revenues Point in time - Recognised at point of installation
are recognised at the time of installation and go-live.
s) Furlough scheme
Toople PLC has accounted for government furlough grant receivables under IAS
20 and recognised a credit to match employee costs as and when they are
received. Under IAS 20, it is permissible to present the grant and the
expenses on either a gross or net basis. However, any related balance sheet
items (i.e a grant receivable and amounts payable to employees) cannot be
netted off. Any decision to top up the furlough payments to employees (eg. by
choosing to pay more than the government guaranteed 80% of salary up to a
maximum of 2,500 per month) is a voluntary decision and should not be provided
for in advance. This is because there is no obligation to make these
additional payments and to do so would constitute providing for future costs.
At year end all furlough payments have been received and no staff are on
furlough
t) Share-based payments
The cost of equity settled transactions is recognised, together with any
corresponding increase in equity, over the period in which the performance
and/or service conditions are fulfilled, ending on the date when the
individuals become fully entitled to the award ('vesting period'). The
cumulative expense recognised for equity settled transactions at each
reporting date until the vesting date has expired represents the Group's best
estimate of the number of equity instruments and the value which will
ultimately vest. The statement of comprehensive income charge for the period
represents the movement in the cumulative expense recognised at the end of
that period.
The fair value of share-based remuneration is determined at the date of grant
and recognised as an expense in the statement of comprehensive income on a
straight line basis over the vesting period taking into account the estimated
number of shares that will vest. Unless otherwise stated the value is
determined by use of a Black-Scholes model.
u) Financial risk management objectives and policies
The Group does not enter into any forward exchange rate contracts.
The main financial risks arising from the Group's activities are cash flow
interest rate risk, liquidity risk, price risk (fair value) and credit risk.
The Board reviews and agrees policies for managing each of these risks and
they are summarised as:
Cash flow interest rate risk - the Group's exposure to the risk of changes in
market interest rates relates primarily to the Group's overdraft accounts with
major banking institutions and on loans from shareholders
Liquidity risk - the Company raises funds as required on the basis of budgeted
expenditure and inflows. When funds are sought, the Company balances the costs
and benefits of equity and debt financing. When funds are received they are
deposited with banks of high standing in order to obtain market interest
rates.
Credit risk - with respect to credit risk arising from other financial assets
of the Group, which comprise cash deposits and accounts receivable, the
Group's exposure to credit risk arises from default of the counterparty, with
a minimum exposure equal to the carrying amount of these instruments. The
credit risk on cash is limited as cash is placed with substantial financial
institutions.
v) Equity
Equity instruments issued by the Company are recorded at the value of net
proceeds after direct issue costs.
3. Significant accounting judgements, estimates and assumptions
Management consider the significant accounting judgements, estimates and
assumptions used within the financial statements to be:
Valuation and asset lives of separately identifiable intangible assets
In order to determine the value of the separately identifiable intangible
assets on a business combination, management are required to make estimates
when utilising the Group's valuation methodologies. These methodologies
include the use of discounted cash flows, revenue and gross profit multiples.
The carrying value of identified assets at 30 September 2021 was £302,000.
Asset lives are estimated based on the nature of the intangible asset acquired
and range between 5 and 6 years.
Valuation of acquired assets at fair value
Management have made a number of assumptions with regards to the models used
to value acquired assets at their fair value at the date of acquisition.
Valuation techniques commonly used by market practitioners are applied.
Impairment of goodwill and other intangible assets
There are a number of assumptions management have considered in performing
impairment reviews of goodwill and intangible assets, as determining whether
goodwill is impaired requires an estimation of the value in use of the cash
generating units to which goodwill has been allocated. The value in use
calculation requires the Directors to estimate the future cash flows expected
to arise from the cash-generating unit and a suitable discount rate in order
to calculate present value. The carrying amount of goodwill at 30 September
was £751,399, and of other intangibles was £551,239 (see Note 7).
Capitalisation of development costs
Included within Intangible Assets are costs capitalised in connection with the
Group's Merlin platform. These costs are based on management's view of the
development team's time spent on the projects and considering the requirements
of IAS 38 "Intangible Assets". Development costs are amortised over the life
of the project once it has been released to the commercial environment.
Management base a project's commerciality on when revenues can be generated
from the platform's internally generated software. The projected useful lives
of intangible assets are based on management estimates of the period that the
asset will be able to generate revenue. The carrying value is tested for
impairment when there is an indication that the value of the assets might be
impaired. Impairment tests are based upon future cash flow forecasts and
involve management's judgement in relation to the software. Future events
could cause the assumptions to change and therefore could impact the future
results of the Group.
The key estimates involved are surrounding the total man hours per development
project, the standard cost per hour calculated, the projected revenues and
profitability expected to arise as a result of the developments to the
platform resulting in economic benefit, and the useful lives of the add-ons
(see Note 7).
Provision for bad and doubtful debts
During the course of last year and the early part of this year, despite
stringent credit checks and approval processes being in place, as customer
numbers and orders increased exponentially, we also experienced a sharp
increase in non-paying customers during the period. This was not completely
unexpected given the micro-SME market within which the Group operates. The
Board has taken a comprehensive review of the outstanding debts as at 30
September 2021 to assess the recoverability of the debt and any provisions
that may be required however judgement is needed in making these assessments.
In performing this review, the Board has taken into account the following
matters when performing this estimate:
· Any cash receipts from customers post year end
· Age of debt
· Segmentation of the customer base between B2B and B2C customers
to assess degree of recoverability and payment trends on the two segments
· Discussions with the Group's third-party professional debt
collection agents to assess underlying reasons for non-payment, contact rate
with customers, payment plans made with customers, their overall view on the
recoverability of the debtor book and over what time frame and the expected
realisable value if the debtor book were sold to a third party, given its
segmentation and ageing profile.
Taking into account the above factors, the impairment provisions made cover
balances outstanding longer than 60 days (after adjusting for recoverable VAT
and known recoverable amounts). The estimates and assumptions used to
determine the level of provision will continue to be reviewed periodically and
could lead to changes in the impairment provision methodology which would
impact the income statement in future years (see Note 9).
4. Loss before taxation
The loss before taxation is stated after charging/ (crediting):
2021 2020
£ £
Depreciation of tangible assets 9,107 8,018
Depreciation of Right of Use assets 55,883 47,593
Amortisation of intangible assets 142,969 91,043
Impairment of trade receivables 55,462 -
Exceptional items
Impairment of trade receivable - 1,054,870
Restructuring costs* - 108,060
Fees payable to the Company's auditor for the audit of the Company's annual 30,000 28,000
accounts
Share-based payment charges 43,914 7,113
* Restructuring costs relate to the closure of the Burnham head office on the
consolidation of operations in Bishops Stortford following the acquisition of
DMSL
Administrative expenses include:
Marketing costs 210,276 429,277
Wages (including Directors)* 788,393 789,905
Social Security (including Directors) 98,631 94,040
*Excludes consulting fees payable to certain Directors of £57,700 (2020:
£115,097).
In addition to the above in the year ended 30 September 2021 transaction costs
totalling £33,646 (2020: £265,800) were payable to the Company's brokers and
professional advisers at the time following the Placing of new shares to the
Official List in October 2020 and this has been recognised against the share
premium account.
5. Taxation
Analysis of charge in the
year
2021 2020 (Restated)
£ £
Current tax
UK corporation tax credit 62,938 49,710
Loss on ordinary activities before tax (1,280,951) (2,711,528)
Analysis of charge in the year
Loss on ordinary activities multiplied by standard rate of corporation tax in (243,381) (515,190)
the UK of 19% (2019: 19%)
Tax effects of:
Non-deductible expenses 8,793 32,631
R&D tax credits 62,938 49,710
Trading losses carried forward 234,588 482,559
Tax credit for the year 62,938 49,710
The Group has accumulated tax losses arising in the UK of approximately
£9,715,139 (2020: £8,480,467) that are available, under current legislation,
to be carried forward against future profits.
No deferred tax asset has been recognised in respect to these losses due to
the uncertainty of future trading profits.
6. Earnings per share
The calculation of earnings per share is calculated by dividing the profit
attributable to equity holders of the Company by the weighted average number
of ordinary shares in issue during the year:
2021 2020
(Restated)
£ £
Loss for the year from continuing operations (1,218,012) (2,661,817)
Weighted average number of shares in issue 4,173,912,687 2,608,531,587
Basic and diluted loss per share (0.03p) (0.10p)
The Company has in issue warrants and share options at 30 September 2021,
these are detailed in note 11. The inclusion of the warrants in the weighted
average number of shares in issue would be anti-dilutive and therefore they
have not been included.
7. Intangible assets
Goodwill Developed technology Development costs Website Development costs Customer Contracts Total
£ £ £ £ £ £
Cost
At 1 October 2020 751,399 240,000 254.850 17,905 192,000 1,456,154
Additions - - 120,845 - - 120,845
Disposals - - - (105) - (105)
At 30 September 2021 751,399 240,000 375,695 17,800 192,000 1,576,894
Amortisation and impairment
At 1 October 2020 - 30,000 63,487 17,800 20,000 131,287
Charge for period - 48,000 62,969 - 32,000 142,969
At 30 September 2021 - 78,000 126,456 17,800 52,000 274,256
Net book amount
At 30 September 2021 751,399 162,000 249,239 - 140,000 1,302,638
At 30 September 2020 751,399 210,000 191,363 105 172,000 1,324,867
The goodwill has been allocated to the Cash Generating Unit ("CGU") of DMSL
that was acquired by the Company in February 2020, as follows:
Group DMSL
£
At 30 September 2021 751,399
At 30 September 2020 751,399
Impairment test for goodwill
Management reviews the business performance of DMSL. Budgeted revenue as based
on expected levels of activity given results to date, together with expected
economic and market conditions, taking into account the easing of Covid
restrictions and management's assessment of how this would affect future
performance of the business. Budgeted operating profit was calculated based
upon management's expectation of operating costs appropriate to the business
as reflected in the business plan.
The 30 September 2021 forecasts are based on a detailed 2 year plan to 30
September 2023 and cash flows beyond this date are extrapolated using an
estimated 2% year on year growth rate. The cash flows were discounted using a
pre-tax discount rate of 18.45% which management believes equates to the
weighted average cost of capital for the Group which management believes is
appropriate. For the DMSL CGU, the recoverable amount based on value in use
exceeded the carrying value by £322,000.
8. Tangible assets
Leasehold Improvements Office Equipment Furniture and Fittings Computer Equipment Total
£ £ £ £ £
Cost or valuation
At 1 October 2020 29,839 11,977 5,138 17,904 64,858
Additions - 918 3,249 - 4,167
Disposals - (399) - (104) (503)
At 30 September 2021 29,839 12,496 8,387 17,800 68,522
Depreciation
At 1 October 2020 6,520 2,729 427 17,802 27,478
Disposals - (399) - (2) (401)
Charge for year 3,128 4,809 1,169 - 9,106
At 30 September 2021 9,648 7,139 1,596 17,800 36,183
Net book value
At 30 September 2021 20,191 5,358 6,790 - 32,339
At 30 September 2020 23,319 9,248 4,711 102 37,380
9. Trade and other receivables
2021 2020
£ £
Current
Trade receivables 26,853 111,091
Other receivables including taxes and social security costs 80,816 588,292
Prepayments and accrued income 229,490 156,558
337,159 855,941
At 30 September 2021 management reviewed the trade receivables balance and
have recognised a provision of £29,013 (2020: £109,124) against receivables
where there is uncertainty over recoverability. The Group's exposure to credit
and market risks, including impairments and allowances for credit losses,
relating to trade and other receivables is disclosed in note 3 to the
financial statements.
There are no material differences between the fair value of trade and other
receivables and their carrying value at the year end.
The Group's trade receivables are all denominated in UK Sterling and the
ageing of gross trade receivables is as follows:
2021 2020
£ £
0-2 months 21,180 101,933
2-3 months 3,037 22,737
Over 3 months 31,650 95,545
55,867 220,215
The ageing of the expected credit losses of trade receivables is as follows:
2021 2020
£ £
0-2 months - -
2-3 months 2,530 20,977
Over 3 months 26,483 88,147
29,013 109,124
10. Cash and cash equivalents
2021 2020
£ £
Bank current accounts (HSBC and Barclays)* 281,592 568,533
* HSBC has a credit rating of Aa3 and Barclays has a credit rating of
A1(Moody's)
11. Share capital and warrants
2021 2020
No. £ No. £
Authorised, allotted and fully paid
Ordinary shares of 0.0667p each 4,231,561,361 2,822,451 3,520,051,135 2,347,874
Ordinary shares Share Capital Share Premium
No. £ £
Share capital
At 1 October 2020 3,520,051,135 2,347,874 6,027,272
Proceeds from share issues 711,510,226 474,577 307,334
Issue costs - - (68,566)
At 30 September 2021 4,231,561,361 2,822,451 6,266,040
*Transaction costs accounted for as a deduction from equity of £46,146 (2020:
£265,800).
On 26(th) October 2020 the Company placed 704,010,226 ordinary 0.0667p shares
at a subscription price of 0.11p per share. Commissions of £38,721 were
payable to the brokers at the time and this has been recognised against share
premium.
Warrants
On 18 February 2020 the Company issued warrants over 1,492,360,840 ordinary
shares as follows:
· 63,230,840 warrants to the two Non-Executive Directors and one
executive Director to subscribe for one new ordinary share at £0.001 per
share at any time during the period commencing on 18 February 2020 and
expiring at midnight on the third anniversary thereof; and
· 600,000,000 warrants to the subscribers to the placing to
subscribe for one new ordinary share at £0.001 per share at any time during
the period commencing on 18 February 2020 and expiring at midnight on the
third anniversary; and
· 5,000,000 warrants to Cairn Financial Advisers to subscribe for
one new ordinary share at £0.001 per share at any time during the period
commencing on 18 February 2020 and expiring at midnight on the third
anniversary thereof; and
· 74,130,000 warrants to the Company's brokers to subscribe for one
new ordinary share at £0.001 per share at any time during the period
commencing on 18 February 2020 and expiring at midnight on the third
anniversary thereof; and
· 750,000,000 warrants to the Company's loan note providers to
subscribe for one new ordinary share at £0.001 per share at any time during
the period commencing on 18 February 2020 and expiring at midnight on the
third anniversary thereof.
The inputs to the Black-Scholes model were as follows:
Warrants granted 1,492,360,840
Stock price 0.1p
Exercise price 0.1p
Risk free rate 0.5%
Volatility 101%
Time to maturity 3 years
Assumptions on expected volatility have been made on the basis of historical
data, wherever available, corresponding with the vesting of the warrant. The
fair value of the warrants issued to Cairn Financial Advisers, the Company's
brokers and the Company's loan note providers amounting to £42,730 was
recognised in share premium in the prior year on the basis they were issued
for services relating to the placing. The fair value of the services received
cannot be accurately measured and therefore the warrants issued in relation to
these services are recoded at the estimated fair value of the warrants. The
fair value of the warrants issued to the Directors has been charged to the
income statement evenly over the vesting period resulting in a charge in the
current period of £11,382 (2020: £7,113).
On 26(th) October 2020 the Company issued warrants over 35,200,511 ordinary
shares to the Company's brokers to subscribe for one new ordinary share at
0.11p per share at any time during the period commencing 26 October 2020 and
expiring at midnight on the third anniversary thereof.
The inputs to the Black-Scholes model were as follows:
Warrants granted 35,200,511
Stock price 0.12p
Exercise price 0.11p
Risk free rate (0.07%)
Volatility 79.72%
Time to maturity 3 years
Assumptions on expected volatility have been made on the basis of historical
data, wherever available, corresponding with the vesting of the warrant. The
fair value of the warrants issued to the Company's brokers amounting to
£22,420 has been recognised in share premium on the basis they were issued
for services relating to the placing.
At 30 September 2021, warrants for 1,520,061,351 new Ordinary Shares in the
Company were in issue as follows:
2021 2020
No. of warrants Weighted average exercise price (p) No. of warrants Weighted average exercise price(p)
As at 1 October 1,492,360,840 0.1 40,997,291 0.4
Granted during the year 35,200,511 0.11 1,492,360,840 0.1
Exercised in the year (7,500,000) (0.1) -
Lapsed during the year - (40,997,291) (0.4)
At 30 September 1,520,061,351 0.1 1,492,360,840 0.1
The outstanding warrants are exercisable as follows:
Warrants Issued No. of warrants Exercise price (p) Exercisable
18 February 2020 1,492,360,840 0.1p Exercisable from 18 February 2020 and expiring on 17 February 2023
26 October 2020 35,200,511 0.11p Exercisable from 26 October 2020 and expiring on 25 October 2023
At 30 September 2020 1,520, 061,351
The warrants outstanding at 30 September 2021 had a weighted average remaining
contractual life of 1 year and 146 days (2020: 2 years, 141 days).
Share options
On 13(th) May 2021 the Company introduced a new Long Term Incentive Plan
("LTIP") designed to incentivise the Group's Executive Directors,
Non-executive Directors and key employees. The LTIP is comprised of an
Approved EMI Share Option scheme for the benefit of the Executive Directors
and key employees and an Unapproved Share Option Scheme for the benefit of the
Non-Executive Directors. On this date, options over 338,000,000 ordinary
shares of 0.0667p were granted under the EMI Share Option Scheme and options
over 126,000,000 ordinary shares of 0.0667p were granted under the Unapproved
Share Option Scheme. All options granted under the LTIP have an exercise price
of 0.07p per share, being the market value at the time the options were
granted. The vesting period for options under the LTIP is three years with an
exercise period of 10 years, starting from the date of grant.
The inputs to the Black-Scholes model were as follows:
Warrants granted 464,000,000
Stock price 0.07p
Exercise price 0.07p
Risk free rate 0.86%
Volatility 79.72%
Time to maturity 3 years
Assumptions on expected volatility have been made on the basis of historical
data, wherever available, corresponding with the vesting of the option. The
fair value of the options granted to the Directors and Key Employees has been
charged to the income statement evenly over the life of the option resulting
in a charge to the current period of £32,533.
At 30 September 2021, Share options for 464,000,000 new Ordinary Shares in the
Company were in issue as follows:
2021 2020
No. of options Weighted average exercise price (p) No. of options Weighted average exercise price(p)
As at 1 October - - - -
Granted during the year 464,000,000 0.07 - -
At 30 September 464,000,000 0.07 -
The outstanding options are exercisable as follows:
Options No. of warrants Exercise price (p) Exercisable
13 May 2021 464,000,000 0.07p Exercisable from 13 May 2022 and expiring on 12 May 2031 with 3 year vesting
period commencing 13 May 2021
The options outstanding at 30 September 2021 had a weighted average remaining
contractual life of 9 years and 226 days (2020: nil).
12. Trade and other payables
2021 2020
(Restated)
£ £
Trade payables 515,286 851,003
Social Security and other taxes 155,034 149,165
Other payables 20,607 72,273
Accruals and deferred income 241,882 402,462
Lease liabilities 39,818 52,517
972,626 1,527,420
2021 2020
£ £
Non - current liabilities
Lease liabilities 108,521 13,659
Borrowings 1,688,935 1,549,316
1,797,456 1,562,975
Financial liabilities, with the exception of the shareholder loan included
within trade and other payables are all considered to be repayable within 30
days.
On 18 February 2020 the Company issued a loan note instrument constituting
zero coupon secured loan notes for a face value of £1,625,000 with a maturity
date of 31 December 2022. The Loan Note Instrument contains customary
warranties, financial and other covenants and events of default. The Loan Note
Instrument also contains information rights and board observer rights for the
noteholders. The loan notes constituted under the Loan Note Instrument are
repayable on the maturity date or in the event of the occurrence of an event
of default. The loan notes constituted under the Loan Note Instrument are
secured by a debenture over the assets of the Group. Costs associated with the
issue of the loan note amounting to £65,795 are being amortised over the life
of the loan note.
In July 2020, the Group took out a Coronovirus Business Interruption Loan for
£240,000 at an interest rate of 3.39%. There are no repayments in the first
12 months of the loan following which 60 monthly capital repayments of £4,000
will be made.
13. Acquisition of DMS Holdings 2017 Limited
On 18(th) February 2020, the Company acquired 100 percent of the shares in DMS
Holding 2017 Limited. DMS Holding 2017 Limited is a holding company for Direct
Market Services Limited which is a telecoms provider to the business market.
The consideration for the Acquisition was £1.5 million, satisfied by cash,
the issue of 1,050,000,000 new Ordinary Shares in Toople (the "Consideration
Shares") at the Placing Price, and the issue of Options to acquire up to
800,000,000 new Ordinary Shares subject to the achievement of earn out
considerations over the next three years. The primary reason for the purchase
was to improve cash flows due to DMSL's previous profitability, and to lead
the group toward profitability sooner.
The table below summarises the recognised amounts of assets and liabilities
assumed at the date of acquisition.:
£
Intangible assets 432,000
Tangible assets 147,094
Deferred tax assets 53,906
Trade and other receivables 713,799
Prepayments and accrued income 188,929
Cash and cash equivalents 1,404
Trade and other payables (368,164)
Accruals and deferred income (173,236)
Lease liabilities (106,074)
Short term borrowings and loans (123,210)
Total identifiable net assets acquired 766,448
Consideration:
Issue of shares 1,050,000
Cash 427,847
1,517,847
Goodwill (751,399)
766,448
An adjustment has been made to reflect the initial accounting for the
acquisition of DMS Holding 2017 Limited, by the Company, being the elimination
of the investment in DMS Holding 2017 Limited against the non-monetary assets
acquired and recognition of goodwill. The Company has made a preliminary
assessment of the fair value of net assets acquired pursuant to the
acquisition of DMS Holding 2017 Limited, via a Purchase Price Allocation
("PPA") exercise. The PPA's determined a decrease of £432,000 of goodwill in
DMS Holding 2017 Limited with the corresponding movement to be recognised as
customer contracts and developed technology. The amortisation period for
customer contracts and developed technology has been assessed as 6 years and 5
years respectively. Amortisation of intangible assets is included in
administrative expenses in the Income Statement.
The revenue included in the Group Statement of Comprehensive Income for the
prior period from 18 February 2020 to 30 September 2020 contributed by DMS
Holding 2017 Limited was £1,207,392. DMS Holding 2017 Limited also
contributed a loss of £232,675 over the same period in the prior year.
Had DMS Holding 2017 Limited been consolidated from 1 October 2019, the Group
Statement of Comprehensive Income would show revenue of £2,225,186 and a loss
of £414,421 in the prior year.
14. Related party disclosures
2021 2020
£ £
Goods/services purchased from Dotfusion Limited 40,500 72,000
Goods/services purchased from High Lees Consulting 32,004 57,004
Goods/services purchased from KBL Consulting Limited 25,200 95,525
Goods/services supplied to High Lees Consulting 2,601 1,853
100,305 226,382
Mr Piotr Kwiatkowski is the owner of Dotfusion and is a shareholder in Toople
Plc. There was no balance outstanding at 30 September 2021.
Mr Richard Horsman is the owner of High Lees Consulting and is a shareholder
in Toople Plc and non-executive Chairman. There was a balance of £5,332
(2020: £nil) owing to High Lees Consulting at the end of the period.
Mr Kevin Lawrence is the owner of KBL Consulting Limited and is a shareholder
in Toople Plc and a Non- Executive Director. There was a balance owing at the
end of the period of £51,230 (2020 £72,670).
During the year to 30 September 2021 Toople Plc recharged certain
administrative expenses to its subsidiaries through a management fee. The
total amount charged was £773,479 (2020: £518,103). At 30 September 2021
Toople Plc was owed £8,870,948 (2020: £7,752,182) from its subsidiaries.
15. Directors, key management and employees
Details of the Directors and key management personnel are set out on pages 14
to 15. Key management personnel are considered to be the Directors. Relevant
related party transactions are disclosed in Note 14.
Details of Directors' remuneration are set out in the Remuneration Committee
Report on page 31 to 37.
The total remuneration of the directors and key management personnel is
£344,010 (2020: £317,546), as set out below in aggregate for each of the
categories specified in IAS 24:
Directors 2021 2020
£ £
Short term benefits - Salaries and fees 309,000 312,329
Long Term Benefits - -
Share-based payments 35,010 5,217
Total 344,010 317,546
The average number of persons employed by the Group (excluding Directors)
during the year was 20 (2020: 17), analysed by category as follows:
2021 2020
No. No.
Management and Finance 3 3
Sales and Marketing 13 9
Operations & IT 4 5
Total 20 17
Staff costs during the year (including Directors salaries and fees) were as
follows:
2021 2020
No. No.
Wages and salaries (including Directors salaries and fees) 1,029,421 905,002
Furlough scheme (183,331) -
Social security costs 98,631 94,040
Pension costs 20,350 14,783
Total 965,071 1,013,825
16. Financial instruments
The Group's principal financial instruments comprise cash balances, accounts
payable and accounts receivable arising in the normal course of its
operations.
The financial instruments of the Group at year-end were:
2021 2020
£ £
Financial Assets at amortised cost
Cash and cash equivalents 281,592 568,533
Trade and other receivables 282,877 782,258
Financial liabilities at amortised cost
Trade and other payables 777,775 1,325,738
Borrowings 1,688,935 1,549,316
a) Interest rate risk
The Group has floating rate financial assets in the form of deposit accounts
with major banking institutions; however, it is not currently subjected to any
other interest rate risk.
Based on cash balances at the statement of
financial position date, a rise in interest rates of 1% would not have a
material impact on the profit and loss of the Group.
b) Liquidity risk
Liquidity risk is the risk that the Group will
not be able to meet its financial obligations as they fall due. The Group's
exposure to liquidity risk arises primarily from mismatches of the maturities
of financial assets and liabilities.
The Group maintains a level of cash and cash equivalents and bank facilities
deemed adequate by management to ensure, as far as possible, that it will have
sufficient liquidity to meet its liabilities when they fall due. All current
liabilities are considered to be repayable on demand.
c) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Group's receivables from
customers. The allowance account for trade receivables is used to record
impairment losses unless the Group has no reasonable expectations of recovery;
at that point the amounts considered irrecoverable are written off against the
trade receivables directly. The Group provides for impairment losses based on
expected credit losses. For trade receivables, the Group applies the IFRS 9
simplified approach, which requires expected lifetime losses to be recognised
from initial recognition of the receivables. The Group had trade receivables
of £26,854 at 30 September 2021 (2020: £111,091), net of bad debt
provisions. The methodology adopted for determining the bad debt provision is
detailed in Note 3 to the financial statements.
d) Capital risk management
The Group defines capital as the total equity
of the Company and its subsidiaries. The Group's objectives when managing
capital are to safeguard the Group's ability to continue as a going concern in
order to provide returns for shareholders of the Company and benefits for
other stakeholders and to maintain an optimal capital structure to reduce the
cost of capital.
In order to maintain or adjust the capital
structure, the Company may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets
to reduce debt.
e) Fair value of financial assets and liabilities
There are no material differences between the
fair value of the Group's financial assets and liabilities and their carrying
values in the financial information.
17. Pension Commitments
The Group had no pension commitments outstanding at the year end.
18. Dividends
No dividends have been proposed or paid for either the current or previous
reporting periods.
19. Ultimate Controlling Party
The Directors have determined that there is no controlling party as no
individual shareholder is considered to hold a controlling interest in the
Company.
20. Subsequent events
On 20 December 2021 the Company completed a reorganisation, where each
existing ordinary share of 0.0667 pence was subdivided into one new ordinary
share of 0.01 pence ("New Ordinary Share") and one deferred share of 0.0567
pence per share. In addition, a placing of 838,812,272 new ordinary shares
in the Company (the "Placing Shares") with institutional and other investors
at 0.045p per share (the "Placing Price") to raise £0.38m was completed with
admission to trading for these new shares taking place on 22 December 2021.
The net proceeds of the Placing will be used to provide further working
capital to support the Company's growth and enhance the Company's service
offerings.
21. Right of Use assets
The Group has adopted IFRS 16 using the modified retrospective approach with
the effect of applying this standard at the date of initial recognition of 18
February 2020, being the date DMSL was acquired into the group, resulting in
the only lease within the group being applicable under IFRS 16.
The Group recognises a right-of-use asset and corresponding liability at the
date at which a lease asset is made available for use by the Group, except
short term leases (defined as leases with a lease term of 12 months or less)
and leases of low-value assets. Lease liabilities are initially measured at
the present value of lease payments that are due over the lease term,
discounted using the groups incremental borrowing rate of 10%. This is the
rate the Group are likely to have to pay for a loan of a similar term and with
similar security to obtain an asset of similar value.
In the year to 30 September 2020, the Group recognised the right-of-use asset
and associated lease liability for the remaining period of the lease for the
offices of DMSL. During the current year, the lease was renegotiated for a
longer term and a reduced quarterly rental
Property Total
£ £
Cost or valuation
At 1 October 2020 111,766 111,766
Additions 130,231 130,231
At 30 September 2021 241,997 241,997
Depreciation
At 1 October 2020 47,593 47,593
Charge for year 55,883 55,883
At 30 September 2021 103,476 103,476
Net book value
At 30 September 2021 138,521 138,521
At 30 September 2020 64,173 64,173
The key impacts on the Statement of Comprehensive Income and the Statement of
Financial Position are as follows:
Prepayments Lease liability Property Income statement
£ £
£ £
Balance on transition 5,692 - - -
Recognised on adoption of IFRS 16* (5,692) (106,074) 111,766 -
Depreciation - - (47,593) (47,593)
Interest - (7,794) - (7, 794)
Lease payments - 47,692 - -
Carrying value at 30 September 2020 - (66,176) 64,173 (55,387)
Recognised on recognition of renegotiated lease contract - (130,231) 130,231 -
Depreciation - - (55,883) (55,883)
Interest - (7,873) - (7,873)
Lease payments - 55,941 - -
Carrying value at 30 September 2021 - (148,339) 138,521 (63,756)
* As at 18 February 2020 the lease liability recognised £106,074 relating to
the leasehold buildings used by DMS Holding 2017 Limited.
Under such arrangements, the licence terminates immediately at any time should
the licensor cease to be in occupation of the premises.
The maturity analysis of the lease liability is as follows:
2021 2020
£ £
Lease liability less than one year 23,144 52,517
Lease liability greater than one year and less than 5 years 98,861 13,659
Lease liability greater than 5 years 26,334 -
Total liability 148,339 66,176
Maturity analysis of contracted undiscounted cashflows is as follows:
2021 2020
£ £
Lease liability less than one year 35,000 56,000
Lease liability greater than one year and less than 5 years 112,000 14,000
Lease liability greater than 5 years 63,000 -
Total liability 210,000 70,000
Finance charges included above (61,661) (3,824)
148,339 66,176
22. Prior period adjustments
The effect on Earnings per share at 30 September 2020 was a reduction from
(0.09p) to (0.10p)
Consolidated statement of financial position (restated)
2020 Restatement 2020
As previously reported Restated
£ £
£
ASSETS
Non-current assets
Intangible Assets 1,324,867 - 1,324,867
Tangible assets 37,380 - 37,380
Right of use assets 64,173 - 64,173
Total Non-current assets 1,426,420 - 1,426,420
Current assets
Trade and other receivables 855,941 - 855,941
Cash and cash equivalents 568,533 - 568,533
Total Current assets 1,424,474 - 1,424,474
Total assets 2,850,894 - 2,850,894
EQUITY and LIABILITIES
Capital and reserves attributable to equity shareholders
Share capital 2,347,874 - 2,347,874
Share premium 6,027,272 - 6,027,272
Merger reserve (25,813) - (25,813)
Share-based payment reserve 49,843 - 49,843
Accumulated deficit (8,400,239) (238,439) (8,638,678)
Total equity (1,063) (238.439) (239,502)
Current liabilities
Trade and other payables 1,236,465 238,439 1,474,904
Lease liabilities 52,517 - 52,517
Total current liabilities 1,288,982 238,439 1,527,421
Non-current liabilities
Financial liabilities - borrowings 1,549,316 - 1,549,316
Lease liabilities 13,659 - 13,659
Total non-current liabilities 1,562,975 - 1,562,975
Total equity and liabilities 2,850,894 - 2,850,894
The company balance sheet at 30 September 2020 was not restated.
The prior year adjustment relates to the correction of an error in relation to
the calculation of reseller commissions payable as at the end of the financial
year resulting in the year end accrual balance being under accrued.
23. Copies of the Annual Report
Copies of the annual report will be available on the Company's website at
www.toople.com (http://www.toople.com) and from the Company's registered
office.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR TAMFTMTITBRTRecent news on Toople
See all newsREG - Toople PLC - Appointment of Liquidators
AnnouncementREG - Toople PLC - Suspension and Appointment of Administrators
AnnouncementREG - Official List Toople PLC - Suspension - Toople plc
AnnouncementREG - Toople PLC - Interim Results
AnnouncementREG - Toople PLC - Board Changes
Announcement