TIDMDISH
RNS Number : 5606A
BigDish PLC
30 September 2020
BigDish Plc
( " BigDish " or the " Company")
Annual Report and Accounts 2020
BigDish Plc (LON: DISH), a food technology company is pleased to
announce the publication of the Annual Report and Accounts for the
year ending 31 March 2020.
Unsurprisingly, the Covid-19 pandemic has had a significant
impact on the UK hospitality sector. Whilst the number of
restaurants have significantly increased on the BigDish platform
the primary strategy for the year ahead is to ensure that the
technology goals are achieved. The Company is pleased that it has
recently secured sufficient funding to the end of the second
quarter of 2021 and a conditional funding agreement for USD 5
million subject to primarily achieving certain technology
goals.
Enquiries:
Zak Mir, Digital Communications
Officer, BigDish +44 (0) 7867 527659
zak@bigdish.com
Jonathan Morley-Kirk, Non-Executive jmk@bigdish.com
Chairman
BigDish PLC
Annual Report and Accounts
2020
COMPANY INFORMATION
Directors Aidan Bishop Executive Director
Jonathan Morley-Kirk Non-executive Chairman
Simon Perr é e* Non-executive Director
*Resigned 24 September 2020
Senior Management Tom Sumner Chief Executive Officer
Company Secretary Roger Matthews
Registered office of the Company 2nd Floor, Woodford House
Peter Street
St Helier JE2 4SP
Jersey
Auditor PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London E14 4HD
Banker Barclays Bank
39-41 Broad Street
St Helier
Jersey
CONTENTS
Directors and Governance
Chairman ' s R eport
4
Chief Executive's Comment
5
Report of the Directors
6
Strategic Report
11
Accounts
Independent Auditor's Report to the Members on BigDish PLC
12
Consolidated Statement of Comprehensive Income
15
Consolidated Statement of Financial Position
16
Consolidated Statement of Changes in Equity
17
Consolidated Cash Flow Statement
18
Notes to the Accounts
19
CHAIRMAN ' S REPORT
What a difference a year makes! At last period end I had looked
forward to a year of steady progress and bedding down of the
Group's technologies and strategies. Alas, this was before the
world had heard of COVID-19.
Before the pandemic struck the business had decided to move from
a "boots on the ground" to a call centre approach to building up
the number of restaurants that used the BigDish app. This was a
seamless transition and started to show positive progress. The
number of restaurants increased substantially. At the time of this
report there are over 2,000 restaurant partners on BigDish .
Sanj Naha, CEO, migrated to being a consultant with his focus on
large national groups. Tom Sumner, was appointed as the new CEO in
December 2019. He built up the Group's call centre quickly and
produced some promising numbers.
The business was impacted severely when the UK Government closed
UK restaurants as a way of fighting the COVID-19 pandemic. The
business was put on hold as all staff were furloughed. The
technical team, based in Manila, have taken the opportunity to
re-engineer the BigDish app in a way that makes it more useful to
restaurants in running their businesses. This development is now
being run out to UK restaurants and the reception so far has been
positive. It is early days for the new process and assuming UK
restaurants get back to normal in the near term then it is hoped
that the business will start to grow again.
The future for any business in a pandemic is more difficult to
predict. There may be further problems for the Group if lockdown
rules are re-imposed on UK restaurants.
My thanks go to the teams based in UK and in Manila for all
their hard work under difficult circumstances .
Jonathan Morley-Kirk
Chairman
29 September 2020
CHIEF EXECUTIVE'S COMMENT
The period has largely been defined by COVID-19 and its impact
on the restaurant sector. Difficult circumstances bring about
different responses and BigDish has responded proactively. Aside
from the number of restaurants growing exponentially, we have been
able to make key strategic decisions regarding the future of the
Company.
The restaurant sector of the future will look very different to
what it looks like now. Restaurants will have to embrace
off-premise dining as an essential part of their business and
technology and business innovation will be center stage.
BigDish-to-GO is the first of a number of innovations to be
launched as we build out what will become a Super App. A Super App
is an umbrella App within a number of apps.
The food delivery market has thrived during the pandemic which
has also seen an acceleration in changing consumer habits. BigDish
has been developing technology in order to expand its services and
give more reasons for consumers to use BigDish. Delivery and pick
up is just the beginning of various innovations that we have
planned. This will require our immediate focus to remain on
technology development.
The financial results for the Group are as detailed in the
Report of the Directors and the audited accounts and for the period
ended 31 March 2020 show a loss before taxation of GBP 1,455,457
(31 March 2019 showed a re-stated re-current loss of GBP
1,092,979). The Group has undertaken a going concern analysis, as
detailed in note 2.3 of the audited accounts, are the accounts are
presented on a going concern basis.
The Group undertook detailed reviews during the period to
improve the recurrent position, which are as detailed in the
Strategic Report. The accounts for the period ended 31 March 2019
have been re-stated to include additional costs incurred by the
Group on the acquisition of BigDish UK Ltd and LooLoo - these
resulted in an additional acquisition cost being recognised in the
prior period, which was impaired and thus led to an additional
impairment charge in the period of GBP 494,923.
I look forward to the year ahead which will see BigDish active
in both on-premise and off-premise dining in a number of ways.
Tom Sumner
Chief Executive Officer
29 September 2020
REPORT OF THE DIRECTORS
The Directors present the report together with the audited
accounts of the Company for the year ended 31 March 2020.
The Company
BigDish Plc, the parent Company, is registered (registered
number 121041) and domiciled in Jersey. It was incorporated on 11
April 2016.
Principal Activity and Business Review
The Company's principal activity during the year ended 31 March
2020 was a holding company, holding subsidiaries trading under the
" BigDish " brand in United Kingdom and a technology development
centre in the Philippines. The Group's principal activity is to
develop and market a technology platform for restaurants -
reservations, delivery and pick up all in one place.
Results and Dividends
The results of the Group for the period ended 31 March 2020 show
a loss before taxation of GBP 1,455,457 (31 March 2019 showed a
re-stated loss of GBP 4,129,863).
31 Mar 2020 31 Mar 2019
(Re-stated)
(GBP) (GBP)
-------------------------------------------- ------------ -------------
Loss as reported (1,455,457) (4,129,863)
Add back non-recurrent/non-cash costs:
IPO costs - August 2018 admission - 423,076
Acquisition write off* - 1,485,860
IP write off - 332,236
Share-based payment charge** 103,145 795,712
-------------------------------------------- ------------ -------------
Recurrent operational loss (1,352,312) (1,092,979)
-------------------------------------------- ------------ -------------
* The goodwill arising on acquisition has been written off as
the Directors believe that until the business develops further it
is not appropriate to capitalise the costs incurred.
** Charge incurred as required by IFRS even though the share options have not been exercised.
The Directors do not recommend the payment of a dividend for the
period ended 31 March 2020 (2019 Nil).
The Directors note that bank confirmations have been received
for certain 31 March 2019 bank accounts balances for which bank
confirmations were not received for the 2019 audit. Bank
confirmations have been received for all accounts held as at 31
March 2020. There is no qualification in respect of bank balances
as at 31 March 2020.
Carbon Dioxide Emissions
At this stage of its developments, the Directors are unable to
measure the Group's carbon dioxide emissions from its
operations.
Future Developments
The Company's future developments are outlined in the Strategic
Report section.
Principal Risks and Uncertainties
The principal business risks that have been identified are as
below.
COVID-19 Risks
The restaurant sector has experienced significant disruption
from COVID-19. This has impacted the Company's business and
continues to do so. The Company continues to monitor the impact of
COVID-19 on an ongoing basis and expects that some of its
restaurant partners may not remain in business as a result. BigDish
has been further developing its technology to address both
in-restaurant dining and off-premise dining. This will ensure that
BigDish mitigates against business risks associated with
in-restaurant dining and COVID-19.
Marketplace Risk
The Company is operating in a competitive market and faces
competition from other companies who do or may in the future offer
a similar service on similar terms. Competitors may have much
greater access to capital than the Company.
If the Company is unable to attract sufficient restaurants and
potential customers at the rate expected, the Company may be unable
to successfully compete in the market which may have a material
adverse impact on its future prospects.
Restaurants may not continue to accept the value proposition
that BigDish offers which could lead to the number of restaurants
signing up and continuing to use BigDish to decline which may
affect the Company's prospects.
Funding Risk
The Company has not reached breakeven due to the early stage of
business development. This therefore requires that the Company
raises additional capital periodically. There can be no guarantees
that additional capital will be available when required.
Technology Risk
The success of the Company is dependent on the technical
capabilities of its app and appeal to users. If technical issues
arise or the technology is not as appealing as competitors'
technology, this may have a significant impact on the Company's
ability to attract and retain restaurants and attract customers to
use BigDish. The costs associated with remaining competitive may be
disproportionate to the revenues generated by the Company which may
result in an adverse impact on the Company' s financial
position.
Key Personnel Risk
The loss of/inability to attract key personnel could adversely
affect the business of the Company. The Company is dependent on the
experience and abilities of its executive Directors and certain
Senior Managers and technology staff. If such individuals were to
leave the Company, and the Company was unable to attract suitable
experienced personnel to compensate for those departing, it could
have a negative impact on the rate of growth of the business.
Security Risk
Any unauthorised intrusion, malicious software infiltration,
network disruption, denial of service or similar act by a
malevolent party could disrupt the integrity, continuity, security
and trust of the Enlarged Group's platform. These security risks
could create costly litigation, significant financial liability,
increased regulatory scrutiny, financial sanctions and a loss of
confidence in the Company's ability to serve restaurants and diners
securely, which could have a material adverse impact on the
Company's business.
Compliance Risk
The Company may process personal data (names, emails and
telephone numbers), which may be considered sensitive, as part of
its business. The Company may be subject to investigative or
enforcement action by regulatory authorities in the Company's
countries of operations if it acts or is perceived to be acting
inconsistently with the terms of its privacy policy, customer
expectations or the law. The Company will continue to monitor its
policies to ensure on-going compliance with the General Data
Protection Regulation (GDPR) regulations.
Brexit Risk
The Company has not made contingency plans for risks associated
with Brexit. The main focus of the business is the United Kingdom
and the Company does not expect to be affected adversely by
Brexit.
Any risks that may arise will be mitigated through on-going
review by Management and reporting of KPIs to the Board for
periodic review and strategy amendment as required. Further details
are provided in the Strategic Report section.
Corporate Governance
The Company is registered in Jersey. The Company is not required
to comply with the provisions of the UK Corporate Governance Code
and adheres to relevant codes required by the Jersey Financial
Services Commission. The Directors have responsibility for the
overall corporate governance of the Company and recognise the need
for appropriate standards of behaviour and accountability.
The Directors are committed to the principles underlying best
practice in corporate governance and have regard to certain
principles outlined in the UK Corporate Governance Code to the
extent they are considered appropriate for the Company given its
size, early stage of operations and complexities.
Internal Control
The Directors acknowledge they are responsible for the Group's
system of internal control and for reviewing the effectiveness of
these systems. The risk management process and systems of internal
control are designed to manage rather than eliminate the risk of
the Group failing to achieve its strategic objectives. It should be
recognised that such systems can only provide reasonable and not
absolute assurance against material misstatement or loss. The
Company has well established procedures which are considered
adequate given the size of the business. The Company is at an early
stage in its development and directors and senior management are
directly involved in approving all significant investment and
expenditure decisions of the Company and its subsidiaries.
Audit Committee
The Company has established an Audit Committee with delegated
duties and responsibilities. The Audit Committee will be
responsible, amongst other things, for making recommendations to
the Board on the appointment of auditors and the audit fee,
monitoring and reviewing the integrity of the Company's accounts
and any formal announcements on the Company's financial performance
as well as reports from the Company's auditors on those accounts.
The Audit Committee is chaired by Jonathan Morley-Kirk and its
other member is Simon Perr é e .
Events after the Reporting Period
Refer note 24 to the audited accounts.
Company Directors (served during the year)
Appointment Date Audit Remuneration
Position Committee Committee
----------------------- ------------------------- ------------------ ----------- -------------
Jonathan Morley-Kirk Non-Executive Chairman 16 April 2016 Chair Member
Simon Perrée* Non-Executive Director 30 July 2018 Member Chair
Aidan Bishop Executive Director 16 April 2016 - -
* Resigned 24 September 2020
Details of the Directors and CEO can be found at:
https://www.bigdishplc.com/team/
Directors Remuneration
The remuneration of the Executive Directors is fixed by the
Remuneration Committee, which comprises of the two Non-Executive
Directors. The Remuneration Committee is responsible for reviewing
and determining the Company policy on executive remuneration and
the allocation of long term incentives to executives and employees.
The remuneration of Non-Executive Directors is determined by the
Board. In setting remuneration levels, the Company seeks to provide
appropriate reward for the skill and time commitment required in
order to retain the right caliber of Director at an appropriate
cost to the Company.
The remuneration paid to, or receivable by, Directors in respect
of 2020 and 2019 in relation to the period of their appointment as
Director is GBP 160,000 (2019 - GBP 266,087). The Directors agreed
these would be converted to equity through the Company's Salary
Sacrifice scheme (as outlined in note 8 to the audited accounts).
All amounts are short term in nature.
31 Mar 31 Mar 2019
2020
(GBP) (GBP)
------------------------- -------- ------------
Executive Directors
Aidan Bishop 120,000 129,029
Joost Boer* - 110,392
Non-executive Directors
Jonathan Morley-Kirk 20,000 13,333
Simon Perrée** 20,000 13,333
------------------------- -------- ------------
Total Remuneration 160,000 266,087
------------------------- -------- ------------
* Resigned as Director on 1 March 2019
** Resigned as Director on 24 September 2020
Share Capital
At 31 March 2020 the issued share capital of the Company stood
at 348,950,355 - with 63,102,836 new shares having been issued
during the period (refer note 19 to the audited accounts).
Substantial Shareholders
At 31 March 2020 the following had notified the Company of
disclosable interests in 3% or more of the nominal value of the
Company's shares.
Number %
------------------------------------------------ -------------- --------
Fiske Nominees Limited* 139,735,050 40.0%
JIM Nominees Ltd 41,341,160 11.8%
Hargreaves Lansdowne (Nominees) Limited 37,436,299 10.7%
Barclays Direct Investing Nominees Limited 18,482,094 5.3%
Interactive Investor Services Nominees Limited 17,714,656 5.1%
HSBC Client Holdings Nominee (UK) Limited 12,954,267 3.7%
HSDL Nominees Limited 12,612,788 3.6%
------------------------------------------------ -------------- --------
* Includes 51,298,518 shares held by Monza Capital Ventures
Limited, which is associated with Aidan Bishop.
Employees
The Company has a policy of equal opportunities throughout the
organisation and is proud of its culture of diversity and
tolerance. Employees benefit from regular communication both
informally and formally with regard to Company issues.
Disclosure of Information to Auditor
So far as the Directors are aware, there is no relevant audit
information of which the company's auditor is unaware; and each
Director has taken all the steps that he ought to have taken as a
Director in order to make himself aware of any relevant audit
information and to establish that the Company's auditor is aware of
that information.
The Directors con rm to the best of their knowledge that:
-- t he nancial statements, prepared in accordance with the
relevant nancial reporting framework, give a true and fair view of
the assets, liabilities, nancial position and pro t or loss of the
Company and the undertakings included in the consolidation taken as
whole;
-- t he strategic report includes a fair review of the
development and performance of the business and the position of the
Company and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks and
uncertainties that they face; and
-- t he annual report and accounts , taken as a whole, are fair,
balanced and understandable and provide the information necessary
for shareholders to assess the Company's position and performance,
business model and strategy.
Auditor Appointment
The Company's auditor, PKF Littlejohn LLP, was initially
appointed on 23 March 2020 and it is proposed by the Board that
they be reappointed as auditors at the forthcoming AGM. The
auditors have expressed their willingness to continue in o ce.
Statement of Directors Responsibilities
The Directors are responsible for preparing the Annual Report
and the accounts in accordance with applicable laws and
regulations. The Directors have prepared the accounts for each
financial period which present fairly the state of affairs of the
Group and the profit or loss of the Group for that period.
The Directors have chosen to use the International Financial
Reporting Standards (" IFRS ") as adopted by the European Union in
preparing the Company's accounts.
International Accounting Standard 1 requires that accounts
present fairly for each financial period the Company's financial
position, financial performance and cash flows. This requires the
faithful representation of the effects of transactions, other
events and conditions in accordance with the definitions and
recognition criteria for assets, liabilities, income and expenses
set out in the International Accounting Standards Board' s
'Framework for the preparation and presentation of accounts'. In
virtually all circumstances, a fair presentation will be achieved
by compliance with all applicable International Financial Reporting
Standards.
A fair presentation also requires the Directors to:
-- consistently select and apply appropriate accounting policies;
-- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
-- make judgements and accounting estimates that are reasonable and prudent;
-- provide additional disclosures when compliance with the
specific requirements in IFRS as adopted by the European Union is
insufficient to enable users to understand the impact of particular
transactions, other events and conditions on the entity's financial
position and financial performance;
-- state that the Group has complied with IFRS as adopted by the
European Union, subject to any material departures disclosed and
explained in the accounts; and
-- prepare the accounts on the going concern basis unless it is
inappropriate to presume that the ompany will continue in
business.
The Directors are also required to prepare accounts in
accordance with the rules of the London Stock Exchange for
companies trading securities on the Stock Exchange.
The Directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the Company, for safeguarding the assets, for
taking reasonable steps for the prevention and detection of fraud
and other irregularities and for the preparation of accounts.
Financial information is published on the Company's website. The
maintenance and integrity of this website is the responsibility of
the Directors; the work carried out by the auditors does not
involve consideration of these matters and, accordingly, the
auditors accept no responsibility for any changes that may occur to
the accounts after they are initially presented on the
web-site.
Legislation in Jersey governing the preparation and
dissemination of accounts may differ from legislation in other
jurisdictions.
Directors' Responsibility Statement
The Directors confirm to the best of their knowledge:
-- The Company 's accounts have been prepared in accordance with
International Financial Reporting Standards (IFRSs) as adopted by
the European Union and give a true and fair view of the assets,
liabilities, financial position and profit and loss of the
Group.
-- The annual report includes a fair review of the development
and performance of the business and the financial position of the
Company, together with a description of the principal risks and
uncertainties that they face.
This Directors' Report was approved by the Board of Directors on
30 September 2020 and is signed on its behalf.
By Order of the Board
Jonathan Morley-Kirk
Chairman
29 September 2020
STRATEGIC REPORT
The Company's strategy has undergone several significant
strategic changes during the period. The first strategic change was
to change from the 'boots on the ground' strategy that employed
territory managers to an outbound call centre operation based in
Manchester. The Company announced on 12 November 2019 that Tom
Sumner was appointed as CEO to execute this strategy.
The call centre strategy resulted in substantial cost savings
and an immediate positive impact in the number of restaurants
joining BigDish on a monthly basis. At the onset of COVID-19, the
Company had approximately 650 restaurant partners in the UK.
COVID-19 had the most significant impact on the business with
restaurants being forced to close to dine-in customers. COVID-19
exposed the vulnerability of a restaurant technology business that
operates in one particular niche. During the disruption from
COVID-19, the Company strategized to transform its business and the
result of this culminated in an announcement to the market on 6
July 2020 that it would build a Super App, which is many apps
within an umbrella app, as a complete dining solution that would
focus on both on-premise and off-premise dining. This would include
launching a delivery and pick up service called BigDish-to-GO. This
strategic action mitigates against the risk of just offering an
in-restaurant service and ensures that should the impact of
COVID-19 persist that BigDish is able to continue to provide a
technology platform that will enable consumers to continue to use.
As BigDish continues to add capability to its BigDish-to-GO
product, the Directors are of the opinion that the Company will not
be adversely affected in the future.
The Company continues to monitor the impact of COVID-19 on an
ongoing basis and expects that any on-going impacts on the Company
will be mitigated by the migration to a SaaS model where the
Company would not be charging restaurants for the remainder of
2020. This is intended to build goodwill and help restaurants
recover from the effects of COVID-19.
The business model would also migrate from a transactional to a
Software-as-a-Service (SaaS) model. The rationale for this, aside
from being easier to administer from an operational perspective, is
that restaurants prefer fixed costs rather than uncapped fees and
commissions. The Company believes that BigDish-to-GO as a SaaS
model presents significant advantages to restaurants in that the
technology can be deployed on the restaurant's own website as well
as the BigDish app. The fixed SaaS fees provide greater incentive
for restaurants to market the service to their customer base as
opposed to a commission-based delivery service where marketing is
the responsibility of the delivery platform. The Company believes
the market is ripe for a SaaS delivery model and notes that there
is rising opposition globally to the fees charged by aggregator
delivery platforms. The Company announced that as it migrates to a
SaaS model that it would not be charging restaurants for the
remainder of 2020. This was also done in order to build goodwill
and help restaurants recover from the effects of COVID-19.
On 08 July 2020, Chancellor Rishi Sunak, announced the "Eat Out
To Help Out" initiative during August 2020. This presented a unique
window of opportunity for BigDish to help restaurants amplify their
participation in the initiative. BigDish was able to attract some
large restaurant groups to join BigDish to promote this
initiative.
Key Performance Indicators
The Key Performance Indicators for the 12 months ahead are
largely focused around technology development but can be summarised
as follows:
-- Increase in the size of the technology development team to up
to 30 persons
-- Build out the BigDish technology platform to the point where
revenues can be generated in the UK from 2021
-- Determine the pricing of the SaaS model by the end of the
year
-- Target at least 1,000 paying restaurant partners
-- Technology integration with Point-of-Sale providers to create
a seamless experience for restaurants
-- Technology integration with last mile delivery partners to
extend the driver network across the UK and internationally
-- Identify specific international markets for expansion
Tom Sumner
Chief Executive Officer
29 September 2020
INDEPENT AUDITOR 'S REPORT TO THE MEMBERS OF BIGDISH PLC
Opinion
We have audited the financial statements of BigDish Plc (the
'group') for the year ended 31 March 2020 which comprise the
Consolidated Statement of Comprehensive Income, the Consolidated
Statement of Financial Position, the Consolidated Statement of
Changes in Equity, the Consolidated Cash Flow Statement and notes
to the financial statements, including a summary of significant
accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by
the European Union.
In our opinion, the financial statements:
-- give a true and fair view of the state of the group's affairs
as at 31 March 2020 and of its loss for the year then ended;
-- have been properly prepared in accordance with IFRSs as adopted by the European Union; and
-- have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the group
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2.3 in the financial statements, which
indicates that the group incurred a net loss of GBP1,455k during
the year ended 31 March 2020 and that the group will be required to
obtain further financing in order to meet its working capital
requirements for the period of 12 months from the date of approval
of the financial statements. As stated in note 2.3, these events or
conditions, along with the other matters as set forth in note 2.3,
indicate that a material uncertainty exists that may cast
significant doubt on the group's ability to continue as a going
concern.
Our opinion is not modified in respect of this matter.
Our application of materiality
We consider the loss before tax to be the most significant
determinant of the group's performance used by shareholders, with
the key financial statement items being operating expenses,
impairment charges and share based payment charges.
Whilst materiality for the group financial statements as a whole
was set at GBP70,000, the materiality for the parent company was
set at GBP68,000, with performance materiality set at 70%. The
component materiality for BigDish Inc and BigDish UK Ltd was
GBP12,000 and GBP21,000 respectively, with performance materiality
set at 70%. As BigDish Ltd (Hong Kong) and BigDish PT Ventures Ltd
were deemed to be insignificant components, we set materiality at
GBP69,999, with performance materiality set at 70%. We applied the
concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements.
We agreed with the audit committee that we would report to the
committee all audit differences identified during the course of our
audit in excess of GBP3,500. There were certain misstatements
identified during the course of our audit that were individually
considered to be material and adjusted for by management.
An overview of the scope of our audit
In designing our audit, we determined materiality and assessed
the risk of material misstatement in the financial statements. In
particular, we looked at areas requiring the directors to make
subjective judgements, for example in respect of significant
accounting estimates including the valuation of share-based
payments and the consideration of future events that are inherently
uncertain. We also addressed the risk of management override of
internal controls, including evaluating whether there was evidence
of bias by the directors that represented a risk of material
misstatement due to fraud.
An audit was performed on the financial information of the
group's significant operating components which, for the year ended
31 March 2020, were located in the United Kingdom and Jersey, with
the group's accounting functions being based in the UK and
Jersey.
All components were audited by PKF Littlejohn. The audits of all
components bar BigDish UK Ltd were performed solely for
consolidation purposes, whilst the audit of BigDish UK Ltd was
performed for consolidation purposes as well as local statutory
purposes.
The going concern status of the group was reviewed through
discussing post year-end performance and funding plans with the
Directors, obtaining and critically assessing cashflow forecasts
for the 12-month period from the date of approval of the financial
statements and ascertaining the Group's current financial position.
See the 'material uncertainty related to going concern' section
above for our conclusions drawn from the performing of the
aforementioned procedures.
The approach detailed above gave us sufficient appropriate
evidence for our opinion on the group financial statements.
Key audit matters
Except for the matter described in the Material uncertainty
related to going concern section, we have determined that there are
no other key audit matters to communicate in our report.
Other information
The other information comprises the information included in the
annual report, other than the financial statements and our
auditor's report thereon. The directors are responsible for the
other information. Our opinion on the group financial statements
does not cover the other information and we do not express any form
of assurance conclusion thereon. In connection with our audit of
the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required
to determine whether there is a material misstatement in the
financial statements or a material misstatement of the other
information. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we
are required to report that fact.
We have nothing to report in this regard.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and
its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the
directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies (Jersey) Law 1991 requires us to
report to you if, in our opinion:
-- adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not
visited by us; or
-- the financial statements are not in agreement with the accounting records and returns; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities
statement, the directors are responsible for the preparation of the
group financial statements and for being satisfied that they give a
true and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error.
In preparing the group financial statements, the directors are
responsible for assessing the group's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the group or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by the audit committee on 23 March 2020 to
audit the financial statements for the period ending 31 March 2020.
Our total uninterrupted period of engagement is 1 year, covering
the period ended 31 March 2020.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the group and we remain independent of the
group in conducting our audit.
We identified areas of laws and regulations that could
reasonably be expected to have a material effect on the financial
statements from our sector experience and through discussions with
the directors. We considered the extent of compliance with those
laws and regulations as part of our procedures on the related group
financial statement items. We communicated identified laws and
regulations throughout our audit team and remained alert to any
indications of non-compliance throughout the audit. As with any
audit, there remained a risk of non-detection of irregularities, as
these may have involved collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls.
Our audit opinion is consistent with the additional report to
the audit committee.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with our engagement letter dated 23 March 2020. Our
audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone, other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Joseph Archer 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 4HD
29 September 2020
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2020 and 15 month period ended 31
March 2019
31 Mar 2020 31 Mar 2019
(Re-stated)
Note GBP GBP
Sales income
22,304 31,955
Cost of sales
(2,823) (445)
Gross profit
19,481 31,510
Administrative expenses
(1,379,533) (1,068,003)
IPO costs - (423,076)
Impairment loss 7 - (1,818,096)
Share based payments expense 22
(103,145) (795,712)
Operating loss
(1,463,197) (4,073,377)
Other income 7,740 -
Loan note interest - (56,486)
Loss before taxation
(1,455,457) (4,129,863)
Income tax expense 9 - -
Loss for the period 6 (1,455,457) (4,129,863)
Exchange difference on translating foreign operations*
(45,363) (33,335)
Total comprehensive loss for the period
(1,500,820) (4,163,198)
Earnings per share:
Basic and diluted loss per share 19 (0.0044) (0.0324)
* To be reclassified to Profit and Loss if the foreign entity is
sold.
The accompanying accounting policies and notes form an integral
part of these accounts.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
For the year ended 31 March 2020 and 15 month period ended 31
March 2019
31 Mar 2020 31 Mar 2019 01 Jan 2018
(Re-stated) (Re-stated)
(Unaudited)
Note GBP GBP GBP
Non-current assets
Goodwill 11 - - 460,325
Property, Plant & Equipment 12 15,080
- -
Intellectual property 13 - - 244,279
15,080 - 704,604
Current assets
Trade and other receivables 14 280,216 28,568 45,469
Cash and cash equivalents 15 387,616 43,504 16,077
667,832 72,072 61,546
Current liabilities
Trade and other payables 16 (235,230)
(1,264,384) (374,551)
Borrowings 16 (5,186) (4,744) -
Convertible loans - - (1,622,469)
(240,416) (1,269,128) (1,997,020)
Non-current liabilities
Trade and other payables 16 - (31,562) -
Borrowings 16 (10,561) (12,500) -
(10,561) (44,062) -
Net assets/(liabilities) 431,935 (1,241,118) (1,230,870)
Equity
Issued share capital 19 5,972,980 3,239,914 2
Retained earnings (6,816,192) (5,360,735) (1,230,872)
Other reserves 18 1,275,147 879,703 -
Total equity 431,935 (1,241,118) (1,230,870)
The accompanying accounting policies and notes form an integral
part of these accounts.
These accounts were approved and signed by the Chairman.
Jonathan Morley-Kirk
Chairman
29 September 2020
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2020 and 15 month period ended 31
March 2019
Share Retained Other Total Capital Earnings reserves Equity
Note GBP GBP GBP GBP
At 31 December 2017 (unaudited) 2
(1,230,872) - (1,230,870)
Loss for the period -
(3,634,940) - (3,634,940)
Other comprehensive income for the period - -
33,335 33,335
Total comprehensive income for the period - (3,634,940)
33,335 (3,601,605)
Warrants reserves - - 89,733 89,733
Share options reserves - - 756,635 756,635
Issue of new ordinary shares (net) 776,683 - - 776,683
Issue of ordinary shares - loan conversions 2,463,229 - -
2,463,229
Total transactions with owners 3,239,912 (3,634,940) 879,703
484,675
At 31 March 2019 3,239,914 (4,865,812) 879,703 (746,195)
Prior period adjustment 23 - (494,923) - (494,923)
At 31 March 2019 (Re-stated) 3,239,914 (5,360,735) 879,703
(1,241,118)
Loss for the period - (1,455,457) - (1,455,457)
Other comprehensive income for the period - - 45,363 45,363
Total comprehensive income for the period - (1,455,457)
45,363 (1,410,094)
Share options reserves - - 103,144 103,114
Shares to be issued reserve - - 246,937 246,937
Issue of new ordinary shares (net) 19 2,733,066 - -
2,733,066
Total transactions with owners 2,733,066 (1,455,457) 395,444
1,673,053
At 31 March 2020 5,972,980 (6,816,192) 1,275,147 431,935
The accompanying accounting policies and notes form an integral
part of these accounts.
CONSOLIDATED CASH FLOW STATEMEN,T
For the year ended 31 March 2020 and 15 month period ended 31
March 2019
31 Mar 2020 31 Mar 2019
Note GBP GBP
Cash flows from operating activities
Cash received from customers 16,048 28,204
Cash paid to suppliers & employees
(1,349,440) (872,449)
Net cash from operating activities (1,333,392) (844,245)
Cash flows from investing activities
Intellectual property - (33,430)
Property, plant & equipment purchase (18,991)
Net cash used in investing activities (18,991) (33,430)
Cash flows from financing activities
Loan repayments
(4,740) (3,160)
Loan issued
(250,000) -
Net proceeds from issue of convertible loan notes - 131,579
Net proceeds from share capital issue 1,951,235 776,683
Net cash used in financing activities 1,696,495 905,102
Net increase in cash 344,112 27,427
Cash and cash equivalents at start of period
43,504 16,077
Cash and cash equivalents at end of the period 15
387,616 43,504
There has been significant non-cash transactions relating to the
settlement of operating and financial liabilities in the period
(refer notes 17 and 19).
The accompanying accounting policies and notes form an integral
part of these accounts.
NOTES TO THE ACCOUNTS
For the year ended 31 March 2020
1. GENERAL INFORMATION
BigDish Plc ('Company') is a public company limited by shares.
It was incorporated on 11 April 2016 and is registered (registered
number 121041) and domiciled in Jersey. The Company's ordinary
shares are on the Official List of the UK Listing Authority in the
standard listing section of the London Stock Exchange (reference
DISH).
2. BASIS OF PREPARATION AND ADOPTION OF INTERNATIONAL FINANCIAL
REPORTING STANDARDS (IFRS)
The Group's accounts have been prepared in accordance with IFRS
and International Financial Reporting Interpretations Committee
('IFRIC') interpretations as adopted by the European Union at 31
March 2020
The accounts are prepared under the historical cost convention
unless otherwise stated in the accounting policies.
The accounts are presented in GB Pounds ('GBP'), which is the
functional currency of the Group and are rounded to the nearest
pound.
Certain amounts included in the consolidated accounts involve
the use of judgement and/or estimation. Judgements, estimations and
sources of estimation uncertainty are discussed in note 3.
2.1 In issue and effective for periods commencing on 01 April
2019
New standards and interpretations currently in issue and
effective, based on EU mandatory effective dates, for accounting
periods commencing on 01 April 2019 are:
IFRS 9 (amendments) - prepayment features with negative
compensation - (effective 1 January 2019)
IFRS16: Leases (effective 1 January 2019)
IAS 19 (amendments) - Plan Amendment, Curtailment or Settlement
(effective 1 January 2019)
IAS 28 (amendments) - Long-term interests in Associates and
joint Ventures (effective 1 January 2019)
Annual Improvements - 2015-2017 Cycle (effective 1 January
2019)
IFRIC 23 - Uncertainty over Income tax treatments (effective 1
January 2019)
The impact of these standards and interpretations is reflected
in this annual report as detailed below.
IFRS 16 eliminates the classification of leases as either
operating leases or financing leases and, instead, introduces a
single lessee accounting model. A lessee will be required to
recognise assets and liabilities for all leases with a term of more
than 12 months (unless the underlying asset is of low value) and
will be required to present depreciation of leased assets
separately from interest on lease liabilities in the consolidated
statement of income. A lessor will continue to classify its leases
as operating leases or financing leases, and to account for those
two types of leases separately.
IFRS 16 is effective for fiscal periods beginning on or after 1
January 2019 and therefore was effective was the Group for the
period presented. The Group have undertaken a review of contracts
for potential lease arrangements. Based on the analysis the Group
does not have any significant leases requiring recognition and
therefore the impact of IFRS 16 is immaterial
Other standards and amendments did not have a material impact on
the Group in the year.
2.2 In issue but not effective for periods commencing on 01
April 2019
The following standards, amendments and interpretations which
have been recently issued or revised and are mandatory for the
Group's accounting periods beginning on or after 1 April 2019 or
later periods have not been adopted early:
IFRS standards (amendments) - References to the Conceptual
Framework (effective 1 January 2020)
IFRS3 - amendments to IFRS3 Business Combinations (effective 1
January 2020)
IFRS 9, IAS 39 and IFRS 7 (amendments) - interest rate benchmark
reform (effective 1 January 2020)
IFRS 17 - insurance contracts (effective 1 January 2021)
IAS 1 and IAS 8 - definition of material (effective 1 January
2020)
The Directors are evaluating the impact of the new and amended
standards above. The Directors believe that these new and amended
standards are not expected to have a material impact on the
financial statements of the Group .
2.3 Going Concern
The Group has the following loans, which total GBP 14,247 at 31
March 2020:
31 Mar 2020 31 Mar 2019
GBP GBP
Commercial loan from Lloyds Bank, UK 15,747 17,244
The Group made a consolidated loss in the period ended of GBP
1,455,457 (inclusive on non-recurrent/non-cash charges of GBP
103,195). At 31 March 2020, the consolidated cash held was GBP
387,616 and the group had consolidated current liabilities of GBP
240,416 of which GBP 180,488 was converted to equity in July
2020.
COVID-19 required restaurants being forced to close to dine-in
customers and exposed the vulnerability of a restaurant technology
business that operates in one particular niche. The Company has
strategised to transform its business and the result of this
culminated in an announcement on 6 July 2020 that it would build a
complete dining solution that would focus on both on-premise and
off-premise dining. This would include launching a delivery and
pick up service called BigDish-to-GO.
The Company announced after the reporting period that it would
be receiving short term funding that would be sufficient to fund
the Company to the end of Q2 2021. The Company also announced a
Letter of Intent for future funding that is conditional on
achieving various technology goals. Due to the future funding being
conditional, there is material uncertainty regarding the future
funding and the Company will need further funding to remain a Going
Concern post Q2 2021.
The Accounts have been prepared on a Going Concern basis.
3. JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND SOURCES OF
ESTIMATION UNCERTAINTY
Certain amounts included in the accounts involve the use of
judgement and/or estimation. These are based on management's best
knowledge of the relevant facts and circumstances, having regard to
prior experience. However, judgements and estimations regarding the
future are a key source of uncertainty and actual results may
differ from the amounts included in the accounts. Information about
judgements and estimation is contained in the accounting policies
and/or other notes to the accounts. The key areas are summarised
below.
3.1 Taxation and deferred tax
There are significant losses available to be carried forward
against future taxable profits. Estimates of future profitability
are required when assessing whether a deferred tax asset may be
recognised. The entities in which the losses and available
deductions have arisen are principally, at this time, non-revenue
generating technology development companies. It is not expected
that taxable profits will be generated in this entity for the
foreseeable future, and therefore the Directors do not consider it
appropriate to recognise a deferred tax asset. Judgements made in
estimating future profitability include forecasts of cash flows.
See note 9.
3.2 Impairment of assets
Judgements are made on the fair value of assets and impairment
adjustments made as required in accordance with IAS 36 Impairment
of Assets - refer note 7.
The Group has undertaken a review of its assets and liabilities
and does not consider that the carrying value of these are higher
than their recoverable value.
3.3 Share based payments
Judgement is required when share based options made available to
management (refer note 22 of the accounts), to determine the nature
of the derivatives and the model to be used when valuing the
instruments. Management have determined that the Monte Carlo and
BlackScholes models are appropriate models for the valuation of the
share based payments. See note 22.
4. ACCOUNTING POLICIES
The principal accounting policies are as determined below.
4.1 Business combinations and goodwill
O n acqu i s i t i on, t he a ss e ts and li ab i li t i es and
con t i ngent li a b i l i t i es of s ub s i d i ari es are m ea s
ured at t he ir f a ir v a l ue at t he da te of acqu i s i t i on.
Any e xce ss of co st of acqu i s i t i on o v er t he f a ir v a l
ues of t he i den t i f i ab le net ass e ts acqu ired is recogn i
s ed as goodwill. Any de f i c i ency of the cost of acqu i s i t i
on be l ow the fair v a l ues of t he i den t i f i a b le net a
sse ts acq u ired (i . e. d i scount on acq u i s i t i on) is
credited to the income statement in t he peri od of acqu i s i t i
on. G ood w i ll a r i s i ng on c on s o li da t i on is recogn i
s ed as an ass et and re v i e w ed f or i m pai r m ent at l ea st
annua lly. Any i m pa i rment is recogn i s ed imm e d i a t e ly
in the income statement and is not s u b s equen t ly revers
ed.
4.2 Financial assets
Financial assets are classified as either financial assets at
amortised cost, at fair value through other comprehensive income or
at fair value through profit or loss depending upon the business
model for managing the financial assets and the nature of the
contractual cash flow characteristics of the financial asset.
A loss allowance for expected credit losses is determined for
all financial assets, other than those at FVPL, at the end of each
reporting period. The Group applies a simplified approach to
measure the credit loss allowance for trade receivables using the
lifetime expected credit loss provision.
The lifetime expected credit loss is evaluated for each trade
receivable taking into account payment history, payments made
subsequent to year end and prior to reporting, past default
experience and the impact of any other relevant and current
observable data. The Group applies a general approach on all other
receivables classified as financial assets. The general approach
recognises lifetime expected credit losses when there has been a
significant increase in credit risk since initial recognition.
The Group derecognises a financial asset when the contractual
rights to the cash flows from the asset expire, or when it
transfers the financial asset and substantially all the risks and
rewards of ownership of the asset to another party.
The Group derecognises financial liabilities when the Group's
obligations are discharged, cancelled or have expired.
4.3 Foreign currency translation
Functional and presentational currency
The functional currency of the Company is GBP in the reporting
period as it is the currency which most affects each company's
revenue, costs and financing. The Group's presentation currency is
the GBP.
Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions, and from the translation at
reporting period end exchange rates of monetary assets and
liabilities denominated in foreign currencies, are recognised in
the income statement.
4.4 Cash and cash equivalents
Cash and cash equivalents are defined as cash on hand, demand
deposits and short term highly liquid investments and are measured
at cost which is deemed to be fair value as they have short-term
maturities.
4.5 Financial liabilities
Financial liabilities include convertible loans and trade and
other payables. In the statement of financial position these items
are included within Current liabilities. Financial liabilities are
recognised when the Group becomes a party to the contractual
agreements giving rise to the liability. Interest related charges
are recognised as an expense in Finance costs in the income
statement unless they meet the criteria of being attributable to
the funding of construction of a qualifying asset, in which case
the finance costs are capitalised.
Trade and other payables and convertible loans are recognised
initially at their fair value and subsequently measured at
amortised costs using the effective interest rate, less settlement
payments.
4.6 Income taxes
Current income tax liabilities comprise those obligations to
fiscal authorities in the countries in which the Group carries out
operations and where it generates its profits. They are calculated
according to the tax rates and tax laws applicable to the financial
period and the country to which they relate. All changes to current
tax assets and liabilities are recognised as a component of the tax
charge in the income statement.
Deferred income taxes are calculated using the liability method
on temporary differences. This involves the comparison of the
carrying amount of assets and liabilities in the consolidated
accounts with their respective tax bases. However, deferred tax is
not provided on the initial recognition of goodwill, nor on the
initial recognition of an asset or liability unless the related
transaction is a business combination or affects taxes or
accounting profit.
Deferred tax liabilities are provided for in full; deferred tax
assets are recognised when there is sufficient probability of
utilisation. Deferred tax assets and liabilities are calculated at
tax rates that are expected to apply to their respective period of
realisation, provided they are enacted or substantively enacted at
the balance sheet date.
4.7 Revenue
Revenue is generated from one stream - the provision of BigDish
services to restaurant partners. The Group, in accordance with
IFRS15, recognises Revenue when control of goods and services are
transferred to a customer, which is when the user of the BigDish
App has dined with the restaurant partners.
4.8 Research and Development
Expenditure on research activities is recognised as an expense
in the period in which it is incurred. When expenditure meets the
relevant recognition criteria these are capitalised as Intellectual
Property, which the Group has actioned previously before fully
impairing the asset in the period ended 31 March 2019.
4.9 Segmental Reporting
An operating segment is a component of the Group engaged in
revenue generation activity that is regularly reviewed by the Chief
Operating Decision Maker (CODM) for the purposes of allocating
resources and assessing financial performance. The CODM is
considered to be the Board of Directors.
The Group's operating segments are based on revenue generation
and determined as Jersey, Hong Kong, Indonesia, Philippines and the
United Kingdom (refer note 5).
4.10 Share capital and unissued share capital
Financial instruments issued by the Group are treated as equity
only to the extent that they do not meet the definition of a
financial liability. The Company's ordinary shares are classified
as equity and have no par value. Costs directly associated with the
issue of shares are charged to share capital.
Where management have chosen at the period end not to issue
shares the amounts are separately recorded as unissued share
capital.
4.11 Provisions, contingent liabilities and contingent
assets
Other provisions are recognised when the present obligations
arising from legal or constructive commitment, resulting from past
events, will probably lead to an outflow of economic resources from
the Group which can be estimated reliably.
Provisions are measured at the present value of the estimated
expenditure required to settle the present obligation, based on the
most reliable evidence available at the balance sheet date. All
provisions are reviewed at each balance sheet date and adjusted to
reflect the current best estimates.
4.12 Share-based payments and valuation of share options and
warrants
The calculation of the fair value of equity-settled share-based
awards requires assumptions to be made regarding future events and
market conditions. These assumptions include the future volatility
of the Company's share price. These assumptions are then applied to
a recognised valuation model in order to calculate the fair value
of the awards.
Where employees, directors or advisers are rewarded using
share-based payments, the fair value of the employees', directors'
or advisers' services are determined by reference to the fair value
of the share options/warrants awarded. Their value is appraised at
the date of grant and excludes the impact of any non-market vesting
conditions (for example, profitability and sales growth targets).
Warrants issued in association with the issue of Convertible Loan
Notes are also represent share-based payments and a share-based
payment charge is calculated for these instruments.
In accordance with IFRS 2, a charge is made to the statement of
comprehensive income for all share-based payments including share
options based upon the fair value of the instrument used. A
corresponding credit is made to other reserves, in the case of
options/warrants awarded to employees, directors, advisers and
other consultants.
If service conditions or other vesting conditions apply, the
expense is allocated over the vesting period, based on the best
available estimate of the number of share options/warrants expected
to vest. Non-market vesting conditions are included in assumptions
of the number of options / warrants that are expected to become
exercisable, and hence reflected in the share-based payment
charge.
Estimates are subsequently revised, if there is any indication
that the number of share options/warrants expected to vest differs
from previous estimates. No adjustment is made to the expense or
share issue cost recognised in prior periods if the number of share
options ultimately vest differs from previous estimates.
Upon exercise of share options, the proceeds received, net of
any directly attributable transaction costs, up to the nominal
value of the shares issued, are allocated to share capital.
Where share options are cancelled, this is treated as an
acceleration of the vesting period of the options. The amount that
otherwise would have been recognised for services received over the
remainder of the vesting period is recognised immediately within
the Statement of Comprehensive Income.
All goods and services received in exchange for the grant of any
share-based payment are measured at their fair value .
4.13 Basis of consolidation
The Group financial statements incorporate the financial
statements of the Company and entities controlled by the Company
(its subsidiaries) prepared to 30 June 2020. Subsidiaries are
entities controlled by the Group. Control is achieved when the
Group is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to affect those
returns through its power over the investee. Specifically, the
Group controls an investee if, and only if, the Group has:
-- Power over the investee (i.e. existing rights that give it
the current ability to direct the relevant activities of the
investee).
-- Exposure, or rights, to variable returns from its involvement with the investee
-- The ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting
rights result in control. To support this presumption and when the
Group has less than a majority of the voting or similar rights of
an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee,
including:
-- The contractual arrangement with the other vote holders of the investee.
-- Rights arising from other contractual arrangements.
-- The Group's voting rights and potential voting rights.
Consolidation of a subsidiary begins when the Group obtains
control over the subsidiary and ceases when the Group loses control
of the subsidiary. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the year are included in
the consolidated financial statements from the date the Group gains
control until the date the Group ceases to control the subsidiary.
The acquisition method is used to account for the acquisition of
subsidiaries.
All i n tra-group tran s act i on s, ba l ance s, i nco me and e
x pen s es are e l imi na t ed on con s o li da t i on.
4.14 Property plant and equipment
Plant and equipment is stated at cost less accumulated
depreciation. Computer equipment is capitalised for items with a
value of more than GBP 1,000 and amortised over 3 years.
4.15 Leases
Leases are recognised as assets and liabilities for all leases
with a term of more than 12 months (unless the underlying asset is
of low value) and the depreciation of leased assets is presented
separately from interest on lease liabilities in the consolidated
statement of income.
5. SEGMENTAL REPORTING
5.1 Income Statement Jersey Hong Kong Indonesia Philippines UK Total
for the period GBP GBP GBP GBP GBP GBP
ended 31 Mar
2020
---------------------- ------------ ---------- ---------- ------------ ------------ --------------
Sales income - - - - 22,304 22,304
Cost of sales - - - - (2,823) (2,823)
---------------------- ------------ ---------- ---------- ------------ ------------ --------------
Gross Profit - - - - 19,481 19,481
Administration
expenses (711,632) (988) (4,840) (235,064) (427,009) (1,379,533)
Share based payments
expense (103,145) - - - - (103,145)
Other income 7,740 - - - - 7,740
---------------------- ------------ ---------- ---------- ------------ ------------ --------------
Loss for the
Period (807,037) (988) (4,840) (235,064) (407,528) (1,455,457)
---------------------- ------------ ---------- ---------- ------------ ------------ --------------
5.2 Statement of Financial Jersey Hong Kong Indonesia Philippines UK Total
Position GBP GBP GBP GBP GBP GBP
for the period ended
31 Mar 2020
----------------------------- ---------- ---------- ---------- ------------ ---------- ----------
Non-current assets - - - 11,443 3,637 15,080
Trade and other receivables 257,740 296 - 11,393 10,787 280,216
Cash and cash equivalents 357,504 - - 23,214 6,898 387,616
----------------------------- ---------- ---------- ---------- ------------ ---------- ----------
Total assets 615,244 296 - 46,050 21,322 682,912
Current liabilities (143,229) - (5,187) (79,741) (12,259) (240,416)
Non-current liabilities - - - - (10,561) (10,561)
----------------------------- ---------- ---------- ---------- ------------ ---------- ----------
Net assets 472,015 296 (5,187) (33,691) (1,498) 431,935
----------------------------- ---------- ---------- ---------- ------------ ---------- ----------
5.3 Income Statement
for the period Jersey Hong Kong Indonesia Philippines UK Total
ended 31 Mar 2019 GBP GBP GBP GBP GBP GBP
(Re-stated)
----------------------- -------------- ------------ ------------ -------------- ------------ --------------
Sales income - 824 45 2,614 28,472 31,995
Cost of sales - - - - (445) (445)
----------------------- -------------- ------------ ------------ -------------- ------------ --------------
Gross Profit - 824 45 2,614 28,027 31,510
Administration
expenses (157,097) (95,365) (44,652) (496,609) (274,280) (1,068,003)
Loan note Interest (56,486) - - - - (56,486)
IPO costs (423,076) - - - - (423,076)
Impairment loss (1,539,937) - - (278,159) - (1,818,096)
Share based payments
expense (795,712) - - - - (795,712)
----------------------- -------------- ------------ ------------ -------------- ------------ --------------
Loss for the Period (2,972,308) (94,541) (44,607) (772,154) (246,253) (4,129,863)
----------------------- -------------- ------------ ------------ -------------- ------------ --------------
5.4 Statement of Financial
Position Jersey Hong Kong Indonesia Philippines UK Total
for the period ended GBP GBP GBP GBP GBP GBP
31 Mar 2019
(Re-stated)
----------------------------- -------------- ------------ ------------ -------------- ----------- --------------
Non-current assets - - - - - -
Trade and other receivables 500 - - 11,852 16,216 28,568
Cash and cash equivalents 30,494 618 - 6,223 6,169 43,504
----------------------------- -------------- ------------ ------------ -------------- ----------- --------------
Total assets 30,994 618 - 18,075 22,385 72,072
Current liabilities (1,195,885) (2,198) - (46,495) (24,550) (1,269,128)
Non-current liabilities - - (28,240) (3,322) (12,500) (44,062)
----------------------------- -------------- ------------ ------------ -------------- ----------- --------------
Net assets (1,164,891) (1,580) (28,240) (31,742) (14,665) (1,241,118)
----------------------------- -------------- ------------ ------------ -------------- ----------- --------------
6. LOSS FOR THE PERIOD BEFORE TAX
31 Mar 2020 31 Mar 2019
GBP GBP
Loss for the period has been arrived at after charging:
Lease rentals 42,103 48,444
Loan note interest - 56,485
Auditors remuneration - Group 29,500 40,000
Auditors remuneration - Subsidiaries 2,500 13,462
Directors remuneration 160,000 266,087
Staff costs 556,963 401,080
IPO costs - 423,076
Share based payments expense 103,145 795,712
7. IMPAIRMENT OF ASSETS
7.1 Net Impairment of the carrying value of Goodwill and
Intellectual Property
In accordance with IAS 36 Impairment of Assets, at each
reporting date the Group assesses whether there are any indicators
of impairment of non-current assets. When circumstances or events
indicate that non-current assets may be impaired, these assets are
reviewed in detail to determine whether their carrying value is
higher than their recoverable value, and where this is the result,
an impairment is recognised. Recoverable value is the higher of
value in use (VIU) and fair value less costs to sell. VIU is
estimated by calculating the present value of the future cash flows
expected to be derived from the asset cash generating unit (CGU).
Fair value less costs to sell is based on the most reliable
information available, including market statistics and recent
transactions. Impairment of goodwill cannot be reversed in
subsequent period.
When calculating the VIU certain assumptions and estimates were
made. Changes in these assumptions can have a significant effect on
the recoverable amount and therefore the value of the impairment
recognised. Should there be a change in the assumptions which
indicated the impairment assessment; this could lead to a revision
of the recorded impairment losses in future periods.
7.2 Impairment recognised
31 Mar 2020 31 Mar 2019
(Re-stated)
Note GBP GBP
Intellectual Property (Philippines) 13 - 278,159
Intellectual Property (UK) 13 - 54,077
Goodwill - BigDish Ltd (Hong Kong) 12.1 - 5,531
Goodwill - BigDish Inc (Philippines) 12.1 - 260,977
Goodwill - LooLoo (Philippines) 12.1 - 193,818
Goodwill - BigDish UK Ltd (UK) 12.1 - 1,025,534
Total impairment in the period - 1,818,096
As the Company has concluded that it will focus business growth
solely in the UK, the Asia assets have been written down to Nil
whilst the Group determines the optimal methodology to maximise any
value from the assets for shareholders. This includes the GBP
193,818 impairment of the LooLoo acquisition in 2019.
Intellectual Property was impaired as the Group utilises the
BigDish App and the Directors believe that until the business model
is proven it is not appropriate to capitalise the costs
incurred.
In the previous period, the Group determined to decide to fully
impair goodwill on the acquisition of the UK businesses as the
business model, and the application of the assets acquired, is
being significantly enhanced. GBP 462,871 related to the costs of
acquisition have been fully impaired in the 31 March 2019 re-stated
accounts. As there was no movement to the balance in the year and
the balance is nil at the year end, no key estimates in respect of
the recoverable value of goodwill are disclosed as there are
none.
8. REMUNERATION
8.1 Remuneration of Management Personnel and Employees
In accordance with IAS 24 - Related party transactions, all
Executive and Non-executive Directors, who are the Group's key
management personnel, are those persons having authority and
responsibility for planning, directing and controlling the
activities of the Group. The numbers shown include all staff due to
the nature of the Group's current position - where all staff are
key for the growth of the business.
31 Mar 2020 31 Mar 2019
GBP GBP
Wages and salaries and fees 716,963 677,167
Including Directors emoluments during the period* 160,000
266,087
* Refer Directors Remuneration section of the Report of the
Directors
The Group operates a Salary Sacrifice, which uses a Volume
Weighted Average Price (VWAP) as the basis of calculation. In June
2019 the Directors agreed to convert the sums owed to ordinary
equity in accordance with the terms of the Salary Sacrifice scheme.
In July 2020, the Company announced that the Directors and senior
managers again agreed to convert the sums owed to ordinary equity
in accordance with the terms of the Salary Sacrifice scheme.
8.2 Average Number of Employees
The average number of Employees during the period was made up as
follows:
31 Mar 2020 31 Mar 2019
-------------------------------------- ------------ ------------
Directors 3 4
Management, Sales and Administration 14 10
ICT 10 8
-------------------------------------- ------------ ------------
Average during the period 27 22
-------------------------------------- ------------ ------------
9. TAXATION
The Group contains entities with tax losses and deductible
temporary differences for which no deferred tax asset is
recognised. A deferred tax asset has not been recognised because
the entities in which the losses and allowances have been generated
either do not have forecast taxable profits in the coming period,
or the losses have restrictions whereby their utilisation is
considered to be unlikely.
The Company is taxed at the standard rate of income tax for
Jersey companies which is 0%. Taxation for other jurisdictions is
calculated at the rates prevailing in the respective
jurisdictions.
No subsidiaries had corporation tax liabilities at 31 March 2020
(GBP Nil, 2019).
31 Mar 2020 31 Mar 2019
GBP GBP
-------------------- ------------ ------------
Current tax charge - -
Deferred tax charge - -
Total tax charge - -
-------------------- ------------ ------------
The tax charge for the period can be reconciled to the loss per
the income statement as follows:
31 Mar 2020 31 Mar 2019
GBP GBP
----------------------------------------- ------------ ------------
Loss before taxation (1,455,457) (4,129,863)
Jersey Corporation Tax at 0% - -
Different tax rates applied in overseas - -
jurisdictions
----------------------------------------- ------------ ------------
Total tax charge - -
----------------------------------------- ------------ ------------
The brought forward tax losses at 31 March 2020 were GBP
6,816,192 (31 March 2019, GBP 5,360,735). No deferred tax asset has
recognised as it is not expected that taxable profits will be
generated in the foreseeable future, and therefore the Directors do
not consider it appropriate to recognise a deferred tax asset.
10. SUBSIDIARIES
During the period, the principal trading subsidiaries of the
Company (including those directly held by the Company) are shown in
the following table:
Country of Percentage of ordinary
Name of entity Principal activity registration share capital
held
BigDish Ltd Operating company for the Group in Hong Kong Hong
Kong 100%
BigDish PT Ventures Ltd Operating company for the Group in
Indonesia Indonesia 100%
BigDish Inc Operating company for the Group in Philippines
Philippines
100%
BigDish UK Ltd Operating company for the Group in United Kingdom
UK
100%
The Company completed the acquisition of the 1 ordinary share in
Hong Kong registered BigDish Limited in October 2016. BigDish
Limited is being used as the trading vehicle for the Group's
operations in Hong Kong.
The Company incorporated Indonesian registered BigDish PT
Ventures Limited in April 2017. BigDish PT Ventures Limited is
being used as the trading vehicle for the Group's operations in
Indonesia.
The Company completed the acquisition of the 10,500,000 ordinary
shares in Philippines registered BigDish Inc in September 2017.
BigDish Inc is being used as the trading vehicle for the Group's
operations in Philippines.
The Company completed the acquisition of the 332,709 ordinary
shares in UK registered Table Pouncer Ltd and renamed the company
to BigDish UK Ltd in July 2018. BigDish UK Ltd is being used as the
trading vehicle for the Group's operations in the UK.
The Hong Kong and Indonesian companies have ceased trading and
their closure is being finalised with the relevant government
authorities. The Philippines company has ceased trading and is
being replaced by a Representative Office of the Jersey
company.
11. GOODWILL
31 Mar 2020 31 Mar 2019
(Re-stated)
Note GBP GBP
Opening balance - 460,325
Acquired during the period 12.2 - 1,025,535
Less: impairment in period 7 - (1,485,860)
Closing balance - -
The goodwill arose on the purchase of 100% of BigDish UK Ltd in
2018 and BigDish Inc in 2017. Non-current assets related to IP and
Goodwill were fully impaired in the period to 31 March 2019 (refer
note 7).
12. PROPERTY, PLANT & EQUIPMENT
Computer
Equipment Total
Cost GBP GBP
Opening balance - -
Acquired during the period 18,991 18,911
Disposals in the period - -
Closing balance 18,991 18,911
Depreciation
Opening balance - -
Acquired during the period (3,911) (3,911)
Disposals in the period - -
Closing balance (3,911) (3,911)
Net Book Value
Opening balance - -
Acquired during the period 15,080 15,080
Disposals in the period - -
Closing balance 15,080 15,080
13. INTELLECTUAL PROPERTY
Intellectual property (IP) is derived from the capitalisation of
expenditure incurred in the internal development of the BigDish
application, support systems and brands. The IP was acquired as
part of the acquisition of BigDish Inc in September 2016 and
BigDish UK in July 2018. The IP was impaired in prior period as the
Directors do not currently consider that the development costs
incurred meet the capitalisation criteria of IAS 38.
31 Mar 2020 31 Mar 2019
GBP GBP
------------------------------------- ------------- ------------
Balance at beginning of period - 244,279
Additions from internal development - 33,880
Additions from acquisition - 54,077
Impairment of IP - (332,236)
------------------------------------- ------------- ------------
Balance at end of period - -
------------------------------------- ------------- ------------
14. TRADE AND OTHER RECEIVABLES
31 Mar 2020 31 Mar 2019
GBP GBP
Trade Receivables 8,781 14,774
Other Receivables 13,399 11,178
Loan Receivables
257,740 -
Prepayments 296 2,616
Balance at end of period 280,216 28,568
15. CASH AND CASH EQUIVALENTS
31 Mar 2020 31 Mar 2019
GBP GBP
Balance at end of period 387,616 43,504
16. TRADE AND OTHER PAYABLES
16.1 Current Liabilities
31 Mar 2020 31 Mar 2019
(Re-stated)
GBP GBP
Trade payables 124,621* 399,578**
Deferred consideration
- 494,923***
Accruals
30,963 40,000
Due to Directors 79,646* 329,883****
Borrowings 5,186 4,744
Balance at end of period 240,416 1,269,128
* GBP180,488 converted to equity in July 2020.
** Includes IPO costs of GBP 274,900 at 31 March 2019, which
have been settled in full in the period to 31 July 2019
*** Refer note 23.
*** Amounts due to Directors and senior management of GBP
299,152 at 31 March 2019, which were converted using the Company's
Salary Sacrifice scheme in June 2019.
The Group has a GBP 15,747 loan facility with Lloyds bank in the
UK. This is being repaid monthly at a fixed interest rate.
16.2 Non-current Liabilities
31 Mar 2020 31 Mar 2019
GBP GBP
Trade payables - 31,562
Borrowings 10,561 12,500
Balance at end of period 10,561 44,062
17. FINANCIAL INSTRUMENTS
17.1 Financial Assets at amortised cost
31 Mar 2020 31 Mar 2019
GBP GBP
Trade and other receivables* 279,920 25,952
Cash and cash equivalents 387,616 43,504
Balance at end of period 667,536 69,456
17.2 Financial Liabilities at amortised cost
31 Mar 2020 31 Mar 2019
(Re-stated)
GBP GBP
Current liabilities - trade payables*
209,453 1,229,128**
Non-current liabilities 10,561 44,062
Balance at end of period 220,014 1,273,190
* Excludes prepayments and accruals
** Includes IPO costs of GBP 274,900 at 31 March 2019, which
have been settled in full in the period to 31 July 2019; amounts
due to Directors and senior management of GBP 299,152 at 31 March
2019, which were converted using the Company's Salary Sacrifice
scheme in June 2019 (refer note 20) and GBP 462,871 of deferred
consideration (refer note 23).
17.3 Liquidity Risk
The Group monitors constantly the cash outflows from day to day
business and monitors long term liabilities to ensure that
liquidity is maintained. As disclosed in the going concern
statement in note 2, the Directors do not note a risk to the Group
in this area.
17.4 Interest Rate Risk
At the balance date the Group does not have any long-term
variable rate borrowings. The Directors do not consider the impact
of possible interest rate changes based on current market
conditions to be material to the net result for the year or the
equity position at the year ended 31 March 2020 or the period ended
31 March 2019.
17.5 Foreign Currency Risk
The Group's cash at bank balance consisted of the following
currency holdings:
31 Mar 2020 31 Mar 2019
GBP GBP
Cash and cash equivalents
----------------------------- ------------ ------------
GB Pounds 364,402 36,663
Philippine Pesos 23,214 6,223
Other - 618
----------------------------- ------------ ------------
Balance at end of period 387,616 43,504
----------------------------- ------------ ------------
The Group is exposed to transaction foreign exchange risk due to
transactions not being matched in the same currency. This is
managed, where possible and material, by the Group retaining monies
received in base currencies in order to pay for expected
liabilities in that base currency. The Group currently has no
currency hedging in place.
The Directors do not consider the impact of possible foreign
exchange fluctuations to be material to the net result for the year
or the equity position at the year-end for either the year ended 31
March 2020 or period ended 31 March 2019.
The Group's exposure to financial assets and financial
liabilities is as shown in the following tables:
31 Mar 2020 31 Mar 2019
Financial Assets * GBP GBP
------------------------------------- ------------- ------------
GB Pounds 268,527 51,941
Philippine Pesos 11,393 16,897
Other - 618
------------------------------------- ------------- ------------
Balance at end of period 279,920 69,456
------------------------------------- ------------- ------------ ---
31 Mar 2020 31 Mar 2019
(Re-stated)
Financial Liabilities - Current * GBP GBP
------------------------------------- ------------- -----------------
GB Pounds 124,526 1,180,435
Philippine Pesos 79,740 46,495
Other 5,187 2,198
------------------------------------- ------------- -----------------
Balance at end of period 209,453 1,229,128
------------------------------------- ------------- -----------------
31 Mar 2020 31 Mar 2019
Financial Liabilities - Non-Current * GBP GBP
----------------------------------------- ------------ ------------
GB Pounds 10,561 12,500
Philippine Pesos - 3,322
Other - 28,240
----------------------------------------- ------------ ------------
Balance at end of period 10,561 44,062
----------------------------------------- ------------ ------------
* Excludes prepayments and accruals
The Group is exposed to foreign exchange risk arising from
various currency exposures primarily with respect to the
Philippines Peso, but these limited as the Group holds cash
balances in GBP and funds expenditure in Philippine Pesos on a
monthly basis.
17.7 Credit Risk
Credit risk refers to the risk that a counterparty will default
on its contractual obligations resulting in a financial loss to the
Group. In order to minimise this risk, the Group endeavours only to
deal with companies which are demonstrably creditworthy and this,
together with the aggregate financial exposure, is continuously
monitored. The maximum exposure to credit risk is the value of the
outstanding amounts as follows:
31 Mar 2020 31 Mar 2019
GBP GBP
Trade and other receivables* 279,920 25,952
Cash and cash equivalents 387,616 43,504
* Excludes prepayments and accruals
Credit risk on cash and cash equivalents is considered to be
acceptable as the counterparties are substantial banks with high
credit ratings. All receivables are current assets and due within
12 months. The Group has assessed the expected credit losses as GBP
Nil for the year ended 31 March 2020.
18. CAPITAL MANAGEMENT
For the purposes of the Group's capital management, capital
includes called up share capital, share-based payments for options,
share-based payments for warrants and equity reserves attributable
to the equity holders of the Company as reflected in the Statement
of Financial Position.
The Group's capital management objectives are to ensure that the
Group's ability to continue as a going concern, and to provide an
adequate return to shareholders.
The Group manages the capital structure through a process of
constant review and makes adjustments to it in the light of changes
in economic conditions and the risk characteristics of the
underlying assets. In order to maintain or adjust the capital
structure, the Group may issue new shares, adjust dividends paid to
shareholders, return capital to shareholders, or seek additional
debt finance.
The nature of the Group's equity reserves is:
-- Reserves - cumulative gains and losses on translating the net
assets of overseas operations to the presentation currency,
including warrants reserve;
-- Unissued share capital - this reflects the value of equity
that management has agreed to issue for settlement of remuneration
and funding provided;
-- Retained surplus / accumulated losses - comprise the Group's
cumulative accounting profits and losses since inception.
18.1 Reserves
31 Mar 2020 31 Mar 2019
(Re-stated)
GBP GBP
------------------------------- ------------ -------------
Translation reserve 78,698 33,335
Share options reserve 859,779 756,635
Warrants reserve 89,733 89,733
Shares to be issued reserve* 246,937 -
------------------------------- ------------ -------------
Balance at end of period 1,275,147 879,703
------------------------------- ------------ -------------
* On 29 June 2020 the Group announced that 11,584,077 ordinary
shares were issued to settle all outstanding liabilities to Pouncer
shareholders related to the purchase of BigDish UK Ltd.
19. SHARE CAPITAL
19.1 Share Capital
31 Mar 2020 31 Mar 2019
Number* GBP Number* GBP
Opening balance 285,847,519 3,239,914 2 2
Ordinary shares - pre-admission - - 159,547,651 -
Ordinary shares - new shares issued during 63,102,836
2,881,831
49,391,796 1,037,076 the period
Ordinary shares - conversions - - 76,908,070 2,463,229
Less: cost of issuance - (148,765) - (260,393)
Balance at end of period 348,950,355 5,972,980 285,847,519
3,239,914
* Number of shares issued and fully paid
The shares have no par value. At 31 March 2020 the Group holds
11,000,000 treasury shares.
19.2 Earnings Per Share
31 Mar 2020 31 Mar 2020
(Re-stated)
GBP GBP
-------------------------------------------- -------------------------- -------------
Basic and diluted loss per share (0.0044) (0.0324)
Loss used to calculate basic and diluted
earnings per share (1,455,457) (4,129,863)
Weighted average number of shares used
in calculating basic and diluted and loss
per share 331,542,594 127,636,675
--------------------------------------------- ------------------------- -------------
Basic loss per share is calculated by dividing the loss
attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding and shares to be issued
during the period.
In 2020 and 2019, the potential ordinary shares were
anti-dilutive as the Group was in a loss making position and
therefore the conversion of potential ordinary shares would serve
to decrease the loss per share from continuing operations. Where
potential ordinary share are anti-dilutive a diluted earnings per
share is not calculated and is deemed to be equal to the basic
earnings per share.
The warrants and options noted in note 22 could potentially
dilute EPS in the future.
20. RELATED PARTY TRANSACTIONS
The Group owed GBP 48,500 to Aidan Bishop at 31 March 2020 (2019
- GBP 196,532). The Directors agreed that this balance due would be
converted to equity using the same mechanism as the Company's
Salary Sacrifice scheme - this was actioned in July 2020.
The Group owed GBP 14,596 to Joost Boer at 31 March 2020 (2019 -
GBP 106,685). The Directors agreed that this balance due would be
converted to equity using the same mechanism as the Company's
Salary Sacrifice scheme - this was actioned in July 2020.
The Group owes GBP1,550 to Jonathan Morley-Kirk and GBP 15,000
to Mr Simon Perrée, respectively at 31 March 2020 (2019 - GBP
13,333 each). These debts are unsecured and interest free. The
Directors agreed that these balances due would be converted to
equity using the same mechanism as the Company's Salary Sacrifice
scheme - this was actioned in July 2020.
For the period ended 31 March 2019 the debts were unsecured and
interest free. The Directors agreed that these balances due would
be converted to equity using the same mechanism as the Company's
Salary Sacrifice scheme - this was actioned in June 2019.
21. LEASE COMMITMENTS
The Group had minimum lease payments under operating leases as
set out below.
31 Mar 2020 31 Mar 2019
GBP GBP
Less than one year 32,619 30,952
Between one year and five years - 20,628
Balance at end of period 32,619 51,580
22. SHARE OPTIONS AND WARRANTS
22.1 Share Warrants
Warrants are denominated in Sterling and are issued for services
provided to the group or as part of the acquisition of a
subsidiary.
There were 34,151,130 warrants issued in connection with the IPO
in July 2018. The Company issued 6,851,116 warrants, in relation to
the acquisition of BigDish UK Ltd, at a strike price of 4.156p in
August 2019 with an exercise date of February 2021. The Company
announced in June 2019 that 500,000 warrants had been converted at
4.5p.
The warrants outstanding and exercisable at 31 March 2020
are:
No. outstanding
Exercise No. issued No. exercised No. lapsed and exercisable Expiry date
price
--------------- ------------- ---------------- ------------- ----------------- ----------------
Issued in the period
ended 31 Mar 2019
02 August
4.50p 3,154,585 (500,000) - 2,654,585 2021
02 August
9.00p 11,111,111 - - 11,111,111 2020
02 August
4.50p 444,444 - - 444,444 2020
01 February
6.75p 597,695 (597,695) - 2020
02 August
9.00p 18,843,295 - (18,843,295) - 2019
--------------- ------------- ---------------- ------------- ----------------- ----------------
34,151,130 (500,000) (19,440,990) 14,210,140
--------------- ------------- ---------------- ------------- ----------------- ----------------
Issued in the year
ended 31 Mar 2020
02 February
4.156p 6,851,116 - - 6,851,116 2021
--------------- ------------- ---------------- ------------- ----------------- ----------------
Balance at
end of period 41,002,246 (500,000) (19,440,990) 21,061,256
--------------- ------------- ---------------- ------------- ----------------- ---------------- ----
22.2 Share Options
On 31 July 2018 and 19 February 2019 share options
were granted by the group to an employee, non-executive
directors, executive directors and senior managers
within the Group.
Under the provisions of IFRS 2 a charge is recognised
for those share options and awards under the share
plan issued. The estimate of the fair value of
the services received is measured based on the
Black-Scholes model for share options granted under
the executive and discretionary share option schemes.
The Monte-Carlo model is used to calculate the
fair value of the performance share plan awards.
The contractual life of the share options is used
as an input into this model. Expectations of early
exercise are incorporated into the model.
The vesting period reflects the terms and conditions
of the contracts.
Executive directors share options issued to Aidan
Bishop and Joost Boer on 31 July 2018 :
The options are equity-settled share-based payments,
in recognition of market performance.
Terms and conditions of the arrangement include:
* Market Performance based conditions; and
* No service condition attached meaning a vesting date
is equal to the grant date.
Employee Share options issued on 31 July 2018 :
The options are equity-settled share-based payments,
in recognition of goods and services provided by
the employee.
Terms and conditions of the arrangement include:
* No market-based conditions; and
* Vesting period of 2 years from the date of Grant
Non-Executive directors share options issued on
31 July 2018 :
The options are equity-settled share-based payments,
in recognition of goods and services provided by
the employee.
Terms and conditions of the arrangement include:
* No market-based conditions; and
* No service condition attached meaning a vesting date
is equal to the grant date
Senior manager share options were issued to the
Chief Executive Officer on 19 February 201 9:
These options are equity-settled share-based payments,
in recognition of goods and services provided by
the employee.
Terms and conditions of the arrangement include:
* Half with no market-based conditions and half with
market performance-based conditions; and
* Service condition attached.
The fair value per share of the awards under the
share plan granted in the year was determined using
the following assumptions:
31 Mar 2020
19 February 2019 Award
Senior Managers 19 February 2019 Award
Senior Managers 31 July 2018 Award
NED 31 July 2018 Award
Employee 31 July 2018 Award
Directors
Number of Shares 7,150,000 7,150,000 888,888 444,444
32,534,924
Share price at grant date 3.7p 3.7p 4.4p 4.4p 4.4p
Exercise price 2p 4.5p 4.5p 4.5p 4.5p
Exercise Period 5 5 10 10 10
Expected Volatility 54% 54% 54% 54% 54%
Expected dividend yield 0.00% 0.00% 0.00% 0.00%
0.00%
Risk free rate of return 1.21% 1.21% 1.46% 1.46%
1.46%
The performance share plan award issued on 31 July
2018 is split into two performance conditions.
Half of the awards are based on performance if
the group achieves a share valuation of 9 pence
per ordinary shares over a 10-day period. The remaining
half of the awards are based on performance if
the group achieves a share valuation of 18 pence
per ordinary shares over a 10-day period.
The performance share plan award issued on 19 February
2019 is split into two performance conditions.
Half of the awards are based on performance if
the group achieves a share valuation of 6 pence
per ordinary shares. The remaining half of the
awards are based on performance if the group achieves
a share valuation of 10 pence per ordinary shares.
None of the 19 February 2019 share awards may be
exercised within the first 12 months of employment.
The expected volatility is based on a similar listed
company adjusted for any expected changes to future
volatility due to publicly available information.
Details of the share options outstanding during
the year are as follows:
31 Mar 2020 31 Mar 2019
Number of share options Weighted Average Exercise
Price (WAEP) (p) Number of share options Weighted
Average Exercise Price (WAEP) (p)
Outstanding at beginning of period 48,168,256 3.76
- -
Granted during the period - - 48,168,256 3.76
Outstanding at the end of the period
48,168,256
3.76
48,168,256
3.76
Exercisable at the end of the period - - - -
The Group recognised total expenses of GBP 94,000
(2019: GBP 756,635) related to equity-settled share-based
payment transactions during the period.
------------------------------------------------------------------------------------ --------------
23. PRIOR PERIOD ADJUSTMENT
Since the approval of the previous consolidated financial
statements, Management identified two prior period errors, for
which adjustments have been made, related to deferred consideration
due to the shareholders of Table Pouncer on the acquisition of
BigDish UK Ltd and to shareholders of LooLoo on the acquisition of
LooLoo as at 31 March 2019 which had not been accounted for in the
prior period.
Management also noted an additional error, for which adjustments
have been made, regarding the period in which the acquisition of
LooLoo was accounted for. The acquisition took place in the year
ended 31 December 2017 but was accounted for in the period ended 31
March 2019.
The deferred consideration in respect of the two acquisitions
was fair valued at GBP 462,871 and GBP 32,052 respectively and
should have been included in the goodwill arising from the
acquisitions in the period ended 31 March 2019 and the year ended
31 December 2017 respectively. Additionally, both elements of
deferred consideration were subsequently fully impaired in the
period ended 31 March 2019 in accordance with the accounting
policies adopted in the period (refer note 7). The deferred
consideration should also have been recorded in current liabilities
as at 31 March 2019.
In respect of the timing of the LooLoo acquisition, the goodwill
arising from the acquisition and the relating deferred
consideration payable should have been accounted for in the year
ended 31 December 2017. As this impacts the opening position of the
period ended 31 March 2019, in accordance with IAS 8, the restated
opening consolidated statement of financial position as at 1
January 2018 has been included on page 16.
The prior period adjustments processed have had the following
impacts on the prior periods' consolidated statement of
comprehensive incomes and consolidated statement of financial
positions:
-- The impairment loss for the period ended 31 March 2019 was
increased by GBP494,923 to GBP1,818,096;
-- The loss for the period ended 31 March 2019 was increased by GBP494,923 to GBP4,129,863;
-- Goodwill as at 31 December 2017 was increased by GBP193,817 to GBP460,325;
-- Current liabilities as at 31 March 2019 were increased by GBP494,923 to GBP1,264,384;
-- Current liabilities as at 31 December 2017 were increased by GBP193,817 to GBP1,997,020;
-- Net current liabilities as at 31 March 2019 were increased by GBP494,923 to GBP1,197,056;
-- Net current liabilities as at 31 December 2017 were increased by GBP193,817 to GBP1,935,474;
-- Total equity as at 31 March 2019 decreased by GBP494,923 to (GBP1,241,118); and
The amounts due to the previous owners of LooLoo were settled in
the year ended 31 March 2020. The amounts due to the shareholders
of Table Pouncer were partly settled in the year ended 31 March
2020, with the remaining balance settled in June 2020 (refer note
24).
24. EVENTS AFTER THE REPORTING PERIOD
On 29 June 2020 the Company announced the issuance of 15,220,440
shares - 3,636,363 related to a service provider in lieu of fees
and 11,584,077 deferred consideration shares to clear liabilities
to Pouncer shareholders related to the acquisition on BigDish UK
Ltd.
On 6 July 2020 the Company announced a migration to a
Software-as-a-Service (SaaS) model, BigDIsh-to-GO, which will be
available to restaurants with no commissions or transaction fees
charged to restaurants. Further updates were announced in the
period up to the signing of the Annual report and Accounts.
On 17 July 2020 the Company announced the issuance of 9,450,028
Ordinary Shares - 5,803,177 were issued to Directors and PDMRs as
part of the Company's Salary Sacrifice scheme and 3,646,851 were
issued to other employees and consultants on the same basis.
On 2 August 2020 11,555,555 warrants lapsed - 444,444 at 4.50p
and 11,111,111 at 9.00p.
On 24 September 2020 the Company announced that it had has
secured a short term loan from an investment company of GBP
540,000, a signed a Letter of Intent for USD 5,000,000 investment
subject to key Conditions Precedent, as noted in the RNS, and that
Mr Simon Perrée resigned as Non-executive Director in order to
launch a new business venture.
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END
FR FIFSSASIIVII
(END) Dow Jones Newswires
September 30, 2020 02:00 ET (06:00 GMT)
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