REG - Toople PLC - Interim Results
26/07/2022 07:00
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RNS Number : 6789T Toople PLC 26 July 2022
Strictly embargoed until: 07.00, 26 July 2022
Toople PLC
("Toople" or the "Company" or the "Group")
Interim results for the six months ended 31 March 2022
Toople PLC (LSE: TOOP), a provider of bespoke telecom services to UK SMEs,
today announces interim results for the six months ended 31 March 2022.
Commenting on the results, Richard Horsman, Non-Executive Chairman, said:
"We have enjoyed a satisfactory first half with significant new contracts
signed with new clients, customer calls and orders increasing; an improvement
in gross margins. The Board expects that the business will keep advancing
under its new leadership, with the Company's products and services becoming
ever more attractive as UK SMEs simply cannot function in today's environment
without world-class, superfast connectivity."
Financial and Operational Highlights:
· Adjusted EBITDA* improvement of 22% from (£596,000) to
(£467,000) driven by 48% decrease in distribution costs and continuing
tight control over overhead costs
· Gross margin improved by four percentage points to 35%
· Group revenue was £1.3 million for the six month period (HY2020:
£1.5 million). Decline in headline revenues as a result of:
o Continuing proactive management of poor/non-paying customers with further
focus on eliminating bad debts
o Continuing emphasis on DMSL business due to impact of Covid-19 on
traditional Toople customer base
· Substantial reduction in bad debt charge: HY22: £19,000 compared
to HY21: £43,000
· Active costs management and control realising a 14% reduction in
administrative costs
· Cash at bank was £375,000 at period end
· Successful fund-raise of £300,000 of which £225,000 was
received in Q1 22 to support search for acquisitions
· Appointment of new CEO in May 2022
· Commencement of fast-track application for admission to the AQSE
Growth Market Access Segment
*Adjusted EBITDA is defined as operating profit, after adjusting for
depreciation, amortisation, impairment and exceptional items (ie expenses or
credits that are deemed unusual by nature and/or scale and significance).
Commenting on summary and outlook, Greg Bryce, CEO at Toople, added:
"Overall, the Board considers the outlook for Toople to be positive and
believes that there will be increased revenue and better gross profit figures
in the future due to a number of key initiatives we are undertaking. We are
also well positioned to capitalise on new acquisition opportunities that are
presenting themselves in light of the more positive business environment."
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).
-Ends-
For further information:
Toople PLC Tel: 0800 0499 499
Greg Bryce, Chief Executive Officer
Richard Holden, Interim Chief Financial Officer
Novum Securities Limited Tel: 020 7399 9400
David Coffman
Colin Rowbury
Belvedere Communications Tel: 0203 576 0320
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.
All the Group brands seek to differentiate themselves by offering IT, telecoms
and broadband solutions, with robust and reliable packages, that enhance a
customers' business and are based on trust and transparency, with no hidden
fees within pricing policies. This provides customers with a clear
understanding of cost and fixed prices for the duration of their contracts.
Chairman's Statement
COVID-19, the effects of the conflict in Ukraine, and the dramatic increase in
the cost of living continues to present significant challenges, but in
focusing on creating a flexible cost base Toople is well placed to benefit
from the proliferation of value added services that can be offered over the HM
Government driven national expansion of fibre infrastructure.
Despite the challenges we are pleased to report our half year adjusted EBITDA
loss of £467,000 representing an 22% year on year improvement. We have
adopted a proactive approach to bad debt implementing a number of new measures
last year. As a result, we are reporting no material bad debts, with only a
£19,000 charge in the period compared to £43,000 for the same period last
year and over £55,000 for the full year 2021.
Our goal is to be the first choice for UK SMEs, providing easy and simple
connectivity with clear, straightforward pricing. Our goal is fuelled by our
intelligent and effective digital marketing that increases client calls and
requests. As alluded to above, telecoms and communications infrastructure is
top of the list for the UK government, and of high importance for virtually
all businesses in a Covid-19, or post Covid-19 world. This means that we are
operating in the right businesses area.
We recently announced the appointment of Greg Bryce as Chief Operating Officer
and then subsequently as Chief Executive Officer. Greg has enjoyed a
successful career as a sales-led business leader in a range of companies from
start-ups to multinationals and private equity backed ventures. His experience
covers a number of sectors including telecoms and he has extensive M&A
credentials. We welcome Greg's appointment which signals a new era for the
Company and look forward to his leadership as Toople seeks to capitalise on
new opportunities that are presenting themselves in light of a continually
more digitally connected UK. We wish outgoing CEO Andy Hollingworth well for
the future and thank him for his tenure as CEO.
The Board has historically sought to grow the business through a combination
of organic growth as well as seeking to make bolt-on acquisitions when
suitable targets have arisen. Further acquisitions will likely require the
issue of additional equity and, subject to size this could constitute a
reverse take-over under the Listing Rules. Given the recent increase in the
minimum market capitalisation required for Main Market companies to £30
million, there is a risk that the Company would be ineligible for readmission
to the Main Market in the event of a reverse take-over. Given the
acquisition opportunities that are currently presenting themselves, the Board
has therefore decided to apply for the Company's shares to be admitted to the
AQSE Growth Market Access Segment ("Admission") by way of a fast-track
application in order the to give the Company more flexibility to pursue its
desired growth strategy.
Therefore, pursuant to Listing Rule 5.2.8, the Company announces that the
cancellation notice period has now commenced and cancellation is expected to
take effect from 8:00 a.m. on or around 23 August 2022. However, as
Admission requires regulatory approval from AQSE the intended date of
cancellation and Admission may be delayed, in which case the Company will make
further regulatory announcements as appropriate.
In summary we have enjoyed a satisfactory first half with significant new
contracts signed with new clients, customer calls and orders increasing, an
improvement in gross margins and following our recent fundraising a balance
sheet with £375,000 cash at period end. The Board expects that the business
will keep advancing under its new leadership, with the Company's products and
services becoming ever more attractive as UK SMEs simply cannot function in
today's environment without world-class, superfast connectivity.
Richard Horsman
Non-Executive Chairman
CEO's Review
Overview
We started the half year with an active trading period and we do not foresee
much change from our stated aims which are to steadily increase income, to
substitute non performing customers with better ones and to continue on the
road to achieving profitability. The rationalisation of our business
continues to produce operational and financial efficiencies and has resulted
in a cost base aligned to supporting our customer requirements.
The Company has four trading brands toople.com, dmsluk.co.uk,
broadbandandphones.co.uk; and checkthatcompany.co.uk. Toople.com is a first
class vendor of tailormade communications solutions for the large and growing
SME market in the United Kingdom; it is complemented by another successful
communication solutions business DMSL.
DMSL's services encompass everything from one telephone connection to VoIP
rollout for clients across multiple sites, which can rely on an array of
communications carriers in the United Kingdom including BT, EE, TalkTalk and
O2. It is also a distributor for BT Premier in the area of broadband, cloud
access, mobile, and fixed lines and takes care of nearly a [third of a
million] BT customers and nearly [half a million] Revenue Generating Units.
Our other two brands are also highly complementary services.
Broadbandandphones allows potential customers to compare prices of various
providers and Checkthatcompany is a credit reference reporting and inspection
business.
Financial Performance
Total revenues declined slightly to £1.3 million (HY 2021: £1.5 million)
despite the global and economic challenges. However, it does also reflect a
deliberate and targeted policy of reducing the number of Toople customers to
mitigate against bad debt exposure and to replace them with better quality
business to business revenues through DMSL.
Despite the revenue headwinds, we were able to improve our gross margins by
four percentage points to 35% as we focus on driving higher margin cloud voice
revenues and attracting higher ARPU customers with stronger debtor profiles.
In our wholesale business, we continued with our strategy to only sign
partnership agreements which are more profitable, as well as renegotiating or
terminating unattractive legacy contracts. We made further progress in this
regard during the reported period.
Administrative costs reduced by 14%, mainly reflecting the synergies generated
following the integration of DMSL. Marketing spend also reduced by 48%, as
we focussed on lowering the cost to acquire new customers.
Our loss for the period was £655,000 compared with a loss in HY2021 of
£710,000.
We have rigorous measures in place to continue to improve our bad debt
position. Our highly effective procedures comprise new client sign up via
thorough vetting, fast and safe online signatures, and trusted credit
checking. In line with these procedures, bad debts continues to rapidly
decrease, with only a nominal bad debt charge of £19,000 against a charge of
£43,000 for the same period last year and over £55,000 for the full year
2021.
Cash at bank was over £375,000 at period end and total assets were £2.1
million (HY2021: Cash at bank was over £990,000 and total assets were £2.7
million). Earnings per share was a loss 0.01 pence compared to an earnings
per share loss of 0.02 pence in HY2021.
Operating Performance
We are encouraged by the fact that SMEs up and down the country are constantly
looking to better their online connectivity, which now usually directly
encompasses voice calling too. Whilst they look for seamless communications,
they are also looking at the best possible payment terms and amounts. We
deliver on both these objectives.
Our client base encompasses an extremely wide range of industries, with both
trailblazing new businesses as well as traditional and established companies
utilising us to access cloud telephony as well as system failure backup
infrastructure in their various locations. These systems enable our
customers to enjoy the best possible connection and the ability to quickly and
easily reestablish access in the case of an accident or malfunction.
It is no secret in the industry that even the big corporates are in the
process of, en masse, cutting ties with legacy and household name telco
companies, and looking to other players, including Toople. What we can offer
is reverberating around boardrooms across the country, particularly also with
strong, established companies who, like everyone else, are looking to maintain
or introduce the best possible connection and the best possible price.
DMSL's march of success continues unabated, and it continues to sign up new
customers, also in an incredibly wide array of different lines of work.
Furthermore, we are experiencing a material increase in Toople's high
bandwidth leased line orders. These orders have significantly higher values
and greater margins than our core broadband orders. This is significant as it
gives us better visibility on our revenue given that 50% of the initial
revenue consideration is received upfront and 50% paid on customer
installation completion. Often customers require civil engineering work to
complete installation and in some instances, this can give a lead time of
three to six months for completion.
Importantly we are growing the business whilst lowering our cost of customer
acquisition and our fixed operating costs. Our sales support function in
Durban South Africa, is now back to working in the office following the easing
of Covid restrictions, and that is translating into higher productivity and
sales figures. We are also achieving increased customer contact rates compared
to those achieved in the past 18 months.
The impacts of supply chain shortages, labour shortages, and the ensuing cost
of living crisis remains high on our radar, both in light of our challenges,
and those faced by our clients. As ever, the fact that we offer a business
critical service to our clients, the vast majority of whom cannot function, or
cannot function competitively, without these services will continue to anchor
us. In addition, where businesses are switching over to only remote working,
we become their conduit to clients, business, customers, or orders. We are
further bolstered by the fact that the UK continues to invest in, and allocate
funds towards, bringing about gigabit broadband connectivity also to the most
remote parts of the Union.
Summary and Outlook
Our services are built around the proposition of maximum choice for our
clients and potential clients. Solutions are tailor made for each business's
unique requirements. We remain neutral when it comes to their choice of
carrier and allowing a level playing field so that customers can have full
confidence that they are making the best decision to meet their needs and
varying priorities.
We continuously receive feedback and thanks from our customers, echoing that
during difficult and unstable business conditions, this service is vital to
them and our transparency is invaluable. Our offering makes us an innovative
and ambitious company that SMEs want to partner with and major carriers seek
to strengthen their ties with. On both sides of the proposition we are
continuously improving our relationships with customers and tier one carriers
alike, with the latter seeing us as an attractive partner for the SME market.
Overall, the Board considers the outlook for Toople to be positive and
believes that there will be increased revenue and better gross profit figures
in the future due to a number of key initiatives we are undertaking. We are
also well positioned to capitalise on acquisition opportunities that are
presenting themselves in light of the more positive business environment.
Greg Bryce
Chief Executive Officer
Principal risks and uncertainties relating to the Company's business strategy
The Group operates in an uncertain environment and is subject to a number of
risk factors.
The Directors have carried out a robust assessment of the principal risks
facing the group, including those that would threaten its business model,
future performance, solvency or liquidity, and consider that the following
risk factors are of particular relevance to the Group's activities, although
it should be noted that the list is not exhaustive and that other risk factors
not presently known or currently deemed immaterial may apply.
· The Company will be dependent on the ability of the
Directors to identify suitable investment opportunities and to implement the
Company's strategy. There is no assurance that the Company's business strategy
will ultimately be successfully developed
· As the Group has a limited trading history, actual
performance may differ materially from expectations and the Group may generate
sustained losses. The Group's success is dependent on significant growth in
customer numbers and orders
· The Group anticipates being able to sell multiple products to
customers in a competitive market. The marketing investment estimated to be
required by the Group may not be sufficient to attract the number of customers
that the Group intends to target
· The loss of, or inability to attract key personnel could
adversely affect the business of the Group
· The technology upon which the Group's products and services are
based may become obsolete; in particular, the Group is reliant on the
technical robustness of its software platform
· The Group may require additional capital in the medium to
long term and no assurance can be given that such capital will be available on
terms acceptable to the Group, or at all
· By the very nature of the Group's business, it is
expected that from time to time the Group will be subject to
complaints or claims in the normal course of business
· The Company is exposed to the risk that third parties
that owe the Group money, securities or other assets may not fulfil their
obligations. These parties may default on their obligations due to bankruptcy,
lack of liquidity, operational failure or other reasons. In particular, by
the nature of the SME market in which the Group operates, it is exposed to
potential bad debt issues from its customers. These risks are more fully
disclosed in Note 3 to the financial statements
· The Group's performance could be adversely affected by
poor economic conditions in the UK and increased
competition in the SME market
· The Group's infrastructure and systems could be targeted
by cyber attacks
· The pricing environment in the telecoms industry could
become more difficult than anticipated
· The UK telecoms market is subject to high incidence of
fraud and bad debt risk and therefore to regulation by Ofcom
· COVID-19 - The Board is monitoring the global health crisis
and is considering the associated risks and impact on the position of the
Group from both an operational and financial perspective. With the extreme
restrictions in force as a result of COVID-19 and is implications, means that
there can be no assurance that the Group will be able to perform its intended
workflows, achieve its stated aims or raise additional finance if required.
The Board continues to monitor the effect of COVID-19 on an on-going basis.
The Directors seek to mitigate these risks by applying their considerable
experience of operating businesses in the sector and by devising trading and
operating strategies designed to seek out and exploit profitable trading
opportunities whilst seeking to protect the business from downside risks.
Responsibility Statement
The Directors are responsible for preparing the Interim Report in accordance
with the Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority ('DTR') and with International Accounting Standard 34 on
Interim Financial Reporting (IAS 34).
The Directors confirm that the interim financial statements have been prepared
in accordance with IAS 34 and that as required by DTR 4.2.7 and DTR 4.2.8, the
Interim Report includes a fair review of:
· important events that have occurred during the first six months
of the year;
· the impact of those events on the financial statements;
· a description of the principal risks and uncertainties for the
remaining six months of the financial year;
· details of any related party transactions that have materially
affected the Company's financial position or
performance in the six months ended 31 March 2021; and
· any changes in the related parties transactions described in the
last annual report that could have a material effect on the financial
position or performance of the enterprise in the first six months of the
current financial year.
The Directors who served during the period and up to the date of signing the
interim financial statements were:
Richard Horsman
Greg Bryce
Kevin Lawrence
Paul White
Company Secretary:
WKH Company Secretary Services
By Order of the Board
Greg Bryce
Chief Executive Officer
26 June 2022
Condensed Consolidated Statement of Comprehensive Income
The condensed consolidated statement of comprehensive income of the Group for
the six month period from 1 October 2021 to 31 March 2022 is set out below.
NOTE
Period Ended Period Ended
31 Mar 2022 31 Mar 2021
£ £
Continuing operations
Revenue 1,309,900 1,518,352
Cost of Sales (857,168) (1,048,600)
Gross Profit 452,732 469,752
Administrative expenses (919,612) (1,065,287)
Depreciation and amortisation (94,179) (99,523)
Operating loss (561,060) (695,058)
Interest payable and similar charges (93,874) (78,531)
Interest receivable 150 157
Loss before taxation (654,784) (773,432)
Taxation (67) 62,938
Loss for the period (654,851) (710,494)
Other comprehensive loss for the period - -
Total comprehensive loss for the period attributable to the equity owners (654,851) (710,494)
Earnings per share
Basic and diluted earnings per share 5 (0.01) (0.02)
Condensed Consolidated Statement of Financial Position
The condensed consolidated statement of financial position as at 31 March 2022
is set out below:
31 Mar 2022 30 Sept 2021
£ £
ASSETS
Non-current assets
Intangible Assets 1,257,965 1,302,638
Tangible Assets 27,947 32,399
Right of use assets 127,866 138,521
Total Non-current assets 1,413,778 1,473,498
Current assets
Trade and other receivables 233,756 337,159
Cash and cash equivalents 374,885 281,592
Total Current assets 608,641 618,751
Total assets 2,022,419 2,092,249
EQUITY and LIABILITIES
Capital and reserves attributable to equity shareholders
Share capital 6 2,906,333 2,822,451
Share premium 6,528,250 6,266,040
Merger reserve (25,813) (25,813)
Other Reserves 166,984 116,177
Accumulated deficit (10,511,540) (9,856,690)
Total equity (935,786) (677,833)
Current liabilities
Trade and other payables 7 2,572,059 932,808
Lease liabilities 18,956 39,818
Total Current liabilities 2,591,015 972,626
Non-current liabilities
Financial liabilities - borrowings 7 251,206 1,688,935
Lease liabilities 115,984 108,521
Total non-current liabilities 367,190 1,797,456
Total equity and liabilities 2,022,419 2,092,249
Condensed Consolidated Statement of Changes in Equity
The unaudited condensed consolidated statement of changes in equity of the
Group for the period to 31 March 2022 is set out below:
Share capital Share premium Merger reserve Other Reserves Accumulated deficit Total
CURRENT YEAR £ £ £ £ £ £
Brought forward at 1 October 2021 2,822,451 6,266,040 (25,813) 116,177 (9,856,690) (677,834)
Loss for the period - - - - (654,851) (654,851)
Total comprehensive loss for the period (10,511,540) (1,332,685)
2,822,451 6,266,040 (25,813) 116,177
Transactions with owners
Convertible Loan Equity reserve 1,738 1,738
Share-based payment charge - - - 49,068 - 49,068
Issue of share capital net of issue costs 83,882 262,210 - - - 346,092
At 31 March 2022 2,906,333 6,528,250 (25,813) 166,984 (10,511,540) (935,786)
Share capital Share premium Merger reserve Other Reserves Accumulated deficit Total
PRIOR PERIOD £ £ £ £ £ £
Brought forward at 1 October 2020* 2,347,874 6,027,272 (25,813) 49,843 (8,638,678) (239,502)
Loss for the period - - - - (710,493) (710,493)
Total comprehensive loss for the period (9,349,171) (949,996)
2,347,874 6,027,272 (25,813) 49,843
Transactions with owners
Share-based payment charge - - - 5,691 - 5,691
Issue of share capital net of issue costs 474,577 261,188 - - - 735,766
At 31 March 2021 2,822,451 6,288,460 (25,813) 55,534 (9,349,171) (208,539)
*As restated in the September 2021 full year financial statements.
Condensed Consolidated Statement of Cash Flows
The condensed consolidated cash flow statement of the Group from 1 October
2021 to 31 March 2022 is set out below:
Period ended Period ended
31 Mar 2022 31 Mar 2021
£ £
Cash flows from operating activities
Operating loss (561,060) (695,058)
Depreciation and amortisation 94,179 95,459
Share-based payment charge 49,068 5,691
R&D tax credit (67) 62,938
Interest paid (11,878) (3,110)
Interest received 150 157
Changes in working capital
(Increase) in receivables 103,403 (16,759)
(Decrease) / Increase in payables (79,289) (184,367)
Net cash outflow from operating activities (405,494) (735,050)
Cash flows from financing activities
Proceeds from issues of share capital (net of issue costs) 346,092 735,766
Proceeds from loans 225,000 470,000
Loan repayments (24,447) -
Lease payments (13,339) (25,057)
Net cash from financing activities 533,247 1,180,708
Cash flows from investing activities
Acquisition of office equipment (167) -
Acquisition of intangible assets (34,293) (23,895)
Proceeds on sale of fixed assets - -
Net cash from investing activities (34,460) (23,895)
Net increase in cash and cash equivalents 93,293 421,795
Cash and cash equivalents at start of period 281,592 568,533
Cash and cash equivalents at end of period 374,885 990,298
Notes to the Condensed Consolidated Interim Report
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:
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. BASIS OF PREPARATION
The interim, condensed, unaudited financial statements for the period ended 31
March 2022 have been prepared in accordance with IAS 34 Interim Financial
Reporting. They do not include all the information required for a complete
set of IFRS financial statements. However, selected explanatory notes are
included to explain events and transactions that are significant to an
understanding of the changes in the Group's financial position and performance
since the last annual consolidated financial statements as at the year ended
30 September 2021. The results for the period ended 31 March 2022 are
unaudited.
The condensed unaudited consolidated financial statements for the period ended
31 March 2022 have adopted accounting policies consistent with those followed
in the preparation of the Group's annual consolidated financial statements for
the year ended 30 September 2021.
The Group is not subject to seasonal fluctuations in operations.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements requires the use of accounting
estimates which, by definition, will seldom equal the actual results.
Management also needs to exercise judgment in applying the group's accounting
policies.
An overview of the areas that involved a higher degree of judgment or
complexity, and of items which are more likely to be materially adjusted due
to estimates and assumptions turning out to be wrong was included in the
annual report for the year ended 30(th) September 2021. There has been no
change in these critical accounting estimates and judgements.
4. Business Segments
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.
5. EARNINGS PER SHARE
The calculation of earnings per share is based on the following loss and
number of shares:
Period Ended 31 Mar 2022 Period Ended 31 Mar 2021
£ £
Loss for the year from continuing operations (654,851) (710,494)
Weighted average number of shares in issue 4,784,624,397 4,075,277,666
Basic and diluted earnings per share (0.01p) (0.02p)
As detailed in note 1, the consolidated financial statements present the
combination as a continuation of the combined financial information of the
Subsidiaries. Basic loss per share is calculated by dividing the loss for the
period from continuing operations of the Company by the weighted average
number of ordinary shares in issue during the period.
The Company has in issue 1,520,061,351 warrants at 31 March 2022. No warrants
were issued in the period. The inclusion of the warrants in the number of
shares in issue would be anti-dilutive and therefore they have not been
included.
6. SHARE CAPITAL
31 Mar 2022 30 Sept 2021
No. £ No. £
Allotted and fully paid
Ordinary shares of 0.0667p each - - 4,231,561,361 2,822,451
New Ordinary shares of 0.01p each 5,070,373,633 507,037 - -
Deferred Ordinary shares of 0.0567p each 4,231,561,361 2,399,296 - -
At 31 March 2022 9,301,934,994 2,906,333 4,231,561,361 2,822,451
Ordinary shares New Ordinary shares Deferred shares Share Capital Share Premium
No. No. No. £ £
Share capital
At 1 October 2021 4,231,561,361 - - 2,822,451 6,266,040
Share split (4,231,561,361) 4,231,561,361 4,231,561,361 - -
Share issue - 838,812,272 - 83,882 351,467
Share issue costs - - - - (89,257)
At 31 March 2022 - 5,070,373,633 4,231,561,361 2,906,333 6,528,250
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.
7. TRADE AND OTHER PAYABLES
31 Mar 2022 30 Sept 2021
£ £
Trade payables 391,785 515,286
Social Security and other taxes 142,017 155,034
Other payables 5,605 20,607
Accruals and deferred income 314,111 241,882
Right of use lease liabilities 18,957 39,818
Borrowings 1,718,540 -
2,591,015 972,626
31 Mar 2022 30 Sept 2021
£ £
Non - current liabilities
Lease liabilities 115,983 108,521
251,206 1,688,935
Borrowings
367,190 1,797,456
Financial liabilities, with the exception of the borrowings and lease
liabilities, are all considered to be repayable within 30 days.
On 28 March 2022 the Company enter into a Convertible Loan agreement for
£225,000 with a maturity date of 31 January 2023. The loan contains 10%
interest rate payable on maturity
8. RELATED PARTY TRANSACTIONS
6 months to 6 months to
31 Mar 22 31 Mar 21
£ £
Goods/services purchased from Dotfusion Limited 0 24,000
Goods/services purchased from Highlees Consulting Limited 16,000 16,000
Goods/services purchased from KBL Consulting Limited 12,600 12,600
Goods/services supplied to Richard Horsman 0 1,853
Goods/services supplied to Andrew Hollingworth 0 511
28,600 54,964
Mr Richard Horsman is the owner of Highlees Consulting Limited and is a
shareholder in Toople Plc and non-executive Chairman.
Mr Kevin Lawrence is the owner of KBL Consulting Limited and is a shareholder
in Toople Plc and a non-executive Director.
9. DIVIDENDS
No dividends were declared in the period.
10. SUBSEQUENT EVENTS
The Board does not believe there are any subsequent events requiring further
disclosure or comment.
-ends-
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