TIDMTOOP
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 (GBP596,000) to
(GBP467,000) 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 GBP1.3 million for the six month period
(HY2020: GBP1.5 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: GBP19,000 compared to HY21: GBP43,000
-- Active costs management and control realising a 14% reduction in administrative costs
-- Cash at bank was GBP375,000 at period end
-- Successful fund-raise of GBP300,000 of which GBP225,000 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 A
QSE 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
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 ; dmsluk.co.uk ;
broadbandandphones.co.uk ; checkthatcompany.co.uk .
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 GBP467,000 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 GBP19,000 charge
in the period compared to GBP43,000 for the same period last year
and over GBP55,000 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 GBP30
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 GBP375,000
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 GBP1.3 million (HY 2021:
GBP1.5 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 GBP655,000 compared with a loss in
HY2021 of GBP710,000.
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 GBP19,000 against a charge of GBP43,000
for the same period last year and over GBP55,000 for the full year
2021.
Cash at bank was over GBP375,000 at period end and total assets
were GBP2.1 million (HY2021: Cash at bank was over GBP990,000 and
total assets were GBP2.7 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
GBP GBP
------------------------------- ----- --------------- ---------------
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
GBP GBP
------------------------------------ ------------- -------------
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 Share Merger Other Accumulated Total
capital premium reserve Reserves deficit
--------------------- ---------- ---------- --------- ---------- ------------- ------------
CURRENT YEAR GBP GBP GBP GBP GBP GBP
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 2,822,451 6,266,040 (25,813) 116,177 (10,511,540) (1,332,685)
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 Share Merger Other Accumulated Total
capital premium reserve Reserves deficit
--------------------- ---------- ---------- --------- ---------- ------------ ----------
PRIOR PERIOD GBP GBP GBP GBP GBP GBP
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 2,347,874 6,027,272 (25,813) 49,843 (9,349,171) (949,996)
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
------------------------------------------- --- ------------- -------------
GBP GBP
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 Woodside 2, Dunmow Road, Birchanger,
(DMSL) 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 Period
Ended 31 Ended 31
Mar 2022 Mar 2021
GBP GBP
---------------------------------------------- -------------- --------------
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. GBP No. GBP
--------------------- ---------------- -------------- -------------- -------------- ----------
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 New Ordinary Deferred Share Share
shares shares shares Capital Premium
No. No. No. GBP GBP
--------------------- ---------------- -------------- -------------- -------------- ----------
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 GBP0.38m 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
GBP GBP
--------------------------------- ------------ -------------
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
GBP GBP
Non - current liabilities
Lease liabilities 115,983 108,521
Borrowings 251,206 1,688,935
--------------------------------- ------------ -------------
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 GBP225,000 with a maturity date of 31 January 2023.
The loan contains 10% interest rate payable on maturity
8. RELATED PARTY TRANSACTIONS
6 months 6 months to
to 31 Mar 21
31 Mar 22
GBP GBP
----------------------------------------- ----------- ------------
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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END
IR DELFLLDLFBBV
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July 26, 2022 02:00 ET (06:00 GMT)
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