Certain
information contained within this Announcement is deemed by the
Company to constitute inside information as stipulated under the
Market Abuse Regulation (EU) No. 596/2014 ("MAR") as applied in the
United Kingdom. Upon publication
of this Announcement, this information is now considered to be in
the public domain.
20 December 2024
Tap
Global Group PLC
Final
Results for the Year Ended 30 June
2024,
Trading
Update
&
Notice
of Annual General Meeting
Revenues up with strong momentum carried into current
financial year
Tap Global
Group Plc (AQSE: TAP), the FinTech company bridging the gap between
traditional finance and blockchain technology, announces its
financial results for the year ended 30 June
2024 (“FY24”).
References
herein to “Tap Group”, the “Group” or the “Company” refer to Tap
Global Group Plc. References to “Tap” or “Tap Global” refer to Tap
Global Limited and/or Tap Technologies Limited which are wholly
owned operating subsidiaries of Tap Global Group
Plc.
FY24
Highlights
-
Revenues
up 31.2% to £2.65 million compared to Group revenues in the prior
year
-
Revenues
up 5.6% compared to Tap Global Limited revenues in the prior
year*
-
Strong
gross profit margin of 58%
-
Accelerated
growth and market expansion
- Registered
users up 130% to 368,844 at year-end (now over 380,000)
- 48
cryptocurrency assets available across 45 countries
-
USA market entry through partnership with Zero Hash,
positioning the business for future growth in this significant
cryptocurrency market
-
Implemented
strategic cost optimisation initiatives while sustaining
growth
-
Appointed
founder Arsen Torosian as Group CEO,
Steven Borg as CFO, and (post
year-end) Peter Wall (former CEO of
Argo Blockchain plc) as Non-Executive Chairman
*Tap
Global Limited was acquired by the Group in January 2023
Current
Year Trading Update July - November
2024
-
Average
revenue in first five months of current financial year (July to
November 2024) up 24% compared to
FY24 average, reflecting product improvements, market sentiment,
and fee calibration
-
Each
month’s revenue stronger than the prior month’s revenue
-
Month 5
(November 2024) revenue up 77%
compared to Month 1 (July
2024)
Peter Wall, Chairman of Tap Group,
commented:
“Tap
Group has expanded its geographical footprint to the United States, increased the number of
tokens our clients can trade, and maintained the functionality of
the Tap app in areas such as fiat deposits and payments, pre-paid
Mastercard provision, and best execution on crypto trading.
Critically, these achievements have been delivered by an
exceptionally lean and motivated team.
The
recovery of our share price has been welcomed by investors, and it
is clear there is significant interest in the Tap Group
proposition. The continued rally of crypto assets is driving
increased trading volumes, and we are rapidly developing additional
revenue opportunities. The foundations laid are extremely strong
and my priority is focused on scaling effectively from this
base.”
The full annual report is available on the Company’s website
at:
https://investor.tap.global/investors/financial-reports-documents.
The Directors of the Company accept responsibility for the contents
of this announcement.
Enquiries:
|
Tap Global Group Plc
Arsen Torosian, Chief Executive Officer
|
via Vigo Consulting
|
|
Peterhouse Capital Limited
(Aquis Growth Market Corporate Advisor)
|
+44 (0)20 7220 9795
|
|
Tennyson Securities
(Broker)
Peter Krens
Alan Howard
|
+44 (0)20 7186 9030
|
|
Vigo Consulting
(Investor Relations)
Ben Simons
Kendall Hill
Peter Jacob
|
+44 (0)20 7390 0230
tapglobal@vigoconsulting.com
|
About
Tap Global Group Plc
Tap Global Group Plc (“Tap Group”) bridges the gap between
traditional finance and blockchain technology. It offers over
380,000 individual and business customers an innovative and fully
integrated fiat payments and cryptocurrency settlement service
including access to several major cryptocurrency exchanges. Through
the Tap app, customers can trade up to 48 cryptocurrencies and
store them directly in their customer wallet, while benefiting from
proprietary AI middleware for real-time best-execution and
pricing.
Tap Group’s European business, Tap Global Limited, was the first
cryptocurrency FinTech company to be approved by Mastercard in
Europe. Through the Tap card,
European users can convert their cryptocurrencies to fiat and spend
at more than 37 million merchant locations worldwide.
Investor website:
www.investor.tap.global
Tap
Group’s operating subsidiaries
Tap Global Limited serves the European customer base and is
registered in Gibraltar and
licensed and regulated by the Gibraltar Financial Services
Commission under the DLT with licence No. 25532.
Tap Americas LLC serves the US customer base and is a limited
liability company organised under the laws of the state of
Florida. Cryptocurrency services
are provided by Zero Hash, a Chicago-based B2B2C crypto infrastructure
platform.
Learn more:
www.withtap.com
Follow
us on social media:
LinkedIn:
https://www.linkedin.com/company/tapglobal/
X (formerly Twitter):
https://twitter.com/TapGlobalPlc
Chairman’s Statement
It is my great pleasure to address you in our annual report having
only recently assumed the role of Chairman of Tap Global Group Plc
in November 2024.
The 12 months under review have been marked by continued growth in
registered user numbers and ongoing development of the Tap
platform. The regulatory environment has posed significant
challenges for Tap Group and other participants in the sector, but
I have been deeply impressed by the agility the Company has shown
in addressing these challenges head-on while continuing to provide
a best-in-class solution to our customers. I would like to extend
my gratitude to David Hunter, my
predecessor as Chairman, for guiding Tap Group through this
tumultuous period with his characteristic pragmatism and
wisdom.
Despite
these challenges, Tap Group has expanded its geographical footprint
to the United States, increased
the number of tokens our clients can trade, and maintained the
functionality of the Tap app in areas such as fiat deposits and
payments, pre-paid Mastercard provision, and best execution on
crypto trading through our relationships with crypto exchanges.
Critically, these achievements have been delivered by an
exceptionally lean and motivated team. The current Group CEO has
implemented a number of cost-saving initiatives that ensure we
continue to operate with an optimal overhead structure. The
foundations laid are extremely strong, and, as I highlighted at the
time of my appointment, my priority is focused on scaling
effectively from this base.
The
recovery of our share price has been welcomed by investors, and it
is clear there is significant interest in the Tap Group
proposition. The incentivisation linked to share price appreciation
announced for the Company’s Directors underscores where we believe
Tap Group can go in terms of growth and returns for shareholders.
The continued rally of crypto assets is driving increased trading
volumes, which, in turn, have boosted revenues over the first five
months of the current financial year. Trading revenue remains our
largest contributor to earnings, but we are rapidly developing
additional revenue opportunities, including the provision of our
‘Cards-as-a-Service’ capability to other organisations, most
notably Bitfinex.
In
addition to scaling the business, my priorities include improving
how we communicate our investment proposition to the wider market
and fostering a culture of operational excellence within the
internal team. I believe these initiatives will set the stage for
continued innovation in our product offering and expansion into
deeper and broader consumer markets.
Forward,
together.
Peter Wall
Non-Executive Chairman
CEO's
Review: Transforming Digital Finance Through
Innovation
I am
pleased to share my first set of results as Group CEO following a
year of transformation, cost rationalisation and growth that has
consolidated our position at the forefront of digital finance
innovation. Our journey to date has been defined by strategic
expansion, technological advancement, and an unwavering commitment
to regulatory compliance. While other less prudent operators have
fallen away, Tap Group has managed to enhance its product and
customer offering, and deliver revenue growth organically against a
challenging operating environment. We are now poised to reap the
benefits as sustained energy returns to cryptocurrency markets and
other Tap Group revenue streams are activated.
Accelerated
Growth
The growth
in our registered user base tells a compelling story of market
confidence in Tap Group and our range of cutting-edge products and
services. From 160,547 registered users at the beginning of the
financial year, we grew by 130% by the financial year-end and, as
of today, we have over 380,000 registered users. Not only does this
solid growth trajectory demonstrate that customers worldwide are
continuing to trust Tap Group to provide sophisticated, regulated
financial solutions, this also
represents a significant database to be activated with the right
resources.
Importantly,
this growth was achieved while we maintained strong operational
discipline and invested strategically in our future
capabilities.
Product
Innovation and Customer Value
We have
expanded our product offering, increasing our available crypto
assets to 48 across 45 countries. This
expansion represents our commitment to providing comprehensive,
accessible financial solutions while ensuring we continue to adhere
to the highest standards of security and compliance. The growth in
our platform capabilities has been matched by substantial
improvements in operational efficiency, with chat resolution times
reduced to one-third of previous levels.
Strategic
Market Entry and Global Expansion
Our entry
into the United States market, in
partnership with Zero Hash LLC (“Zero Hash”), marked a pivotal
moment in our growth story. The US represents 48% of global market
growth between 2022 and 2027, with 17% of adults having invested in
cryptocurrencies. This strategic move has provided Tap Group with
access to a vast market of 45 million active cryptocurrency users.
The US has the potential to become a cryptocurrency superpower with
the right regulation under the new administration. To date we have
soft-launched with a limited product, but the infrastructure is
there. With product enhancements in the works, I believe when we
push harder into the US with the requisite resources, we will be
positioned for significant expansion in that market.
Tap Group
is also evaluating opportunities to launch in other key
cryptocurrency markets to further broaden our global
presence.
Operational
Excellence and Regulatory Leadership
Our
regulation-first approach continues to differentiate us in the
market. The appointment of key strategic hires, including a new
Money Laundering Reporting Officer, further strengthens our
commitment to regulatory excellence.
During the
financial year, we implemented additional technical solutions to
strengthen our cybersecurity and fraud protection capabilities,
which has further reduced fraud and scam risks for customers. This
includes the launch of a new anti-scam account takeover prevention
functionality that is directly in line with Tap Group’s focus in
this area.
The
regulatory environment in the cryptocurrency sector continues to
evolve, and we have worked hard in the year to ensure that we are
well positioned to proactively respond to new regulatory
requirements in a timely manner so as to not disrupt our
operations. Accordingly, in October
2023 we
implemented changes to ensure we adhered to new regulation on how
cryptoasset firms promote their services to UK consumers
in accordance with the FCA’s Cryptoassets Financial Promotion
Regime.
Financial
Performance and Strategic Resource Management
For the
financial year ended 30 June 2024,
the Company achieved a revenue of £2.65 million, reflecting a 31%
increase from £2.02 million the prior financial year. It is
important to note that the prior financial year included only a
partial contribution from Tap Global Limited which was acquired by
the Group in January 2023. The
revenue of Tap Global Limited in the financial year ended
30 June 2023 was £2.49 million and
therefore revenue growth in the year ended 30 June 2024 was 5.6% when compared to this
figure. The revenue growth has been driven by higher trading
revenue and diversified income streams. The Company recorded a
gross profit of £1.56 million after deducting the cost of sales.
Strategic investments in growth initiatives contributed to
operating expenses of £4.07 million. The largest components of
operating expenses were staff costs of £1.1 million, marketing
costs of £505k, legal and professional fees of £593k, IT costs of
£384k, compliance costs of £326k, accounting and audit fees of
£121k, regulatory fees of £108k, and depreciation and amortisation
of £660k.
The
predominantly non-cash loss before tax of £18.2 million was
primarily due to an accounting impairment charge on goodwill of
£15.8 million, arising from the revaluation of goodwill in respect
of the 2023 investment in the Company’s subsidiaries. The loss
before impairment, depreciation and amortisation was £1.67
million.
Beginning
January 2024, we implemented
comprehensive measures to reduce our burn rate while sustaining our
growth trajectory. These strategic cost optimisation initiatives
have already yielded positive results, demonstrating our ability to
scale efficiently. As we continue to expand our global footprint,
we remain focused on optimising internal costs and maintaining
operational discipline, ensuring that every investment directly
contributes to our growth and customer value creation.
With a
strong gross profit margin of 58% and strategic cost optimisation
initiatives, we are well positioned to build on our solid
foundation and continue to drive sustainable growth in the
future.
Post-Year
End
In
July 2024, we announced a commercial
agreement between Tap N Go Limited and the Company’s wholly owned
subsidiary, Tap Global Limited (“Tap Global”), for the launch of an
XTP cashback programme. XTP is a token available for trading via
Tap’s exchange services, and this cashback model is another example
of the innovative initiatives we are looking to develop to reward
customer loyalty and incentivise individuals to register with Tap,
further driving customer growth and boosting revenue from card
spend.
Last
month, seasoned executive Peter Wall
joined Tap Group as Non-Executive Chairman. Given Peter’s strong
fintech and crypto know-how, as well as his vast experience leading
listed tech companies through important periods of growth, this is
an incredibly exciting appointment for Tap Group, and I look
forward to working alongside Peter to deliver accelerated business
growth, improved operational efficiencies, and enhanced investor
engagement.
Outlook
– Trading Update
As we
continue to grow, we are focused on the following strategic
priorities:
-
Accelerating
our US market penetration through our Zero Hash
partnership
-
Activating
our Cards-as-a-Service product line
-
Strengthening
our operational hub in Greece to
support European expansion
-
Enhancing
our security and compliance frameworks
-
Developing
innovative solutions that further simplify digital
finance
Our first
Cards-as-a-Service client has been gearing up for release of a
card. The potential to add materially to Tap Group’s revenues
through the addition of a new revenue stream is
significant.
Establishing
operations in Greece has created
the strong foundations for European growth and positions us
strategically for upcoming MICA Regulations in 2025. This
operational hub will be crucial in supporting our expansion
objectives.
As we look
to the future, our vision remains clear: to bridge the gap between
traditional finance and blockchain technology while maintaining the
highest standards of security and regulatory compliance. We want to
be the only app that you'll ever need to do anything financially
related on your phone. We want to give customers the ability and
the freedom to do what they want with their own money. With strong
foundations, clear strategic direction, a talented team, and crypto
market sentiment on our side, we are well-positioned to capture the
enormous opportunities that lie ahead.
We are
already seeing the benefits flow through. Each of the first five
months of the current financial year (i.e. July through
November 2024) have produced
increasing revenue figures, reflecting product improvements, market
sentiment, and fee calibration.
|
|
Jul-24
£
|
Aug-24
£
|
Sep-24
£
|
Oct-24
£
|
Nov-24
£
|
|
Revenue
(Unaudited)
|
219,573
|
226,693
|
249,466
|
275,687
|
389,631
|
The
average monthly revenue in the year ended 30
June 2024 was £220k compared to the average monthly revenue
in the first five months of the current financial year of £272k.
Notably the revenue in November 2024
was over 77% higher than that recorded in July 2024. This sustained improvement gives me
great confidence in our prospects for the current year and
beyond.
Thank you
for your continued support on this extraordinary journey, and I
look forward to keeping shareholders updated on Tap Group’s
activities.
Arsen Torosian
Group
CEO
Tap
Global Group Plc
Consolidated
Statement of Comprehensive Income
For
the year ended 30 June
2024
|
|
Notes
|
|
2024
|
|
2023
|
|
|
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
REVENUE
|
|
|
|
|
|
|
Revenue
|
|
|
2,646,574
|
|
2,016,086
|
|
|
|
|
|
|
|
|
Cost of
sales
|
|
|
(1,083,965)
|
|
(494,488)
|
|
|
|
|
|
|
|
|
GROSS
PROFIT
|
|
|
1,562,609
|
|
1,521,598
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(4,070,783)
|
|
(2,596,680)
|
|
|
|
|
|
|
|
|
Impairment
loss on goodwill
|
|
|
(15,862,070)
|
|
-
|
|
|
|
|
|
|
|
|
Exchange
difference
|
|
|
(19,390)
|
|
(21,941)
|
|
|
|
|
|
|
|
|
Gain on
disposal of investment
|
5
|
|
3,885
|
|
-
|
|
|
|
|
|
|
|
|
Fair value
adjustments
|
5
|
|
-
|
|
(300,795)
|
|
|
|
|
|
|
|
|
Gain on
sale of cryptoassets
|
5
|
|
211,824
|
|
323,178
|
|
|
|
|
|
|
|
|
Loss
before income tax
|
|
|
(18,173,925)
|
|
(1,074,640)
|
|
|
|
|
|
|
|
|
Tax on
loss
|
9
|
|
(15,629)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive loss for the year
|
|
|
(18,189,554)
|
|
(1,074,640)
|
|
|
|
|
|
|
|
|
Loss per
shares
|
|
|
|
|
|
|
Basic and
diluted (Pence)
|
20
|
|
(0.0262)
|
|
(0.248)
|
|
|
|
|
|
|
|
Group
operations are classed as continuing.
The
exemption under section 408 of the Companies Act 2006 from
presenting the Parent Company’s income statement has been taken.
The parent company’s loss for the year was £18,310,593 (2023:
£1,494,142).
The notes
form part of these consolidated financial statements.
Tap
Global Group Plc
Consolidated
Statement of Financial Position
For
the year ended 30 June
2024
|
|
|
Notes
|
2024
|
|
2023
|
|
ASSETS
|
|
|
£
|
|
£
|
|
Non-current
assets
|
|
|
|
|
|
|
Tangible
assets, including right-of-use assets
|
|
10
|
70,789
|
|
103,873
|
|
Investments
|
|
12
|
1,987
|
|
16,512
|
|
Intangible
assets - cryptoassets held for investment
|
|
13
|
747,893
|
|
1,221,451
|
|
Intangible
assets - website domains
|
|
14
|
1,309,844
|
|
1,234,389
|
|
Goodwill
|
|
14
|
5,988,877
|
|
21,850,947
|
|
Deferred
tax asset
|
|
9
|
-
|
|
12,517
|
|
|
|
|
8,119,390
|
|
24,439,689
|
|
Current
assets
|
|
|
|
|
|
|
Cash and
cash equivalents
|
|
16
|
565,281
|
|
2,335,375
|
|
Trade and
other receivables
|
|
15
|
378,585
|
|
115,523
|
|
|
|
|
943,866
|
|
2,450,898
|
|
Total
assets
|
|
|
9,063,256
|
|
26,890,587
|
|
|
|
|
|
|
|
|
LIABILITIES
AND EQUITY
|
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
|
|
Lease
liability
|
|
11
|
26,328
|
|
61,925
|
|
Director's
loan
|
|
18
|
900,109
|
|
-
|
|
|
|
|
926,437
|
|
61,925
|
|
Current
liabilities
|
|
|
|
|
|
|
Trade
payables
|
|
17
|
383,008
|
|
237,343
|
|
Accruals
|
|
|
226,339
|
|
197,250
|
|
Director's
current account
|
|
18
|
-
|
|
679,451
|
|
Lease
liability
|
|
11
|
34,184
|
|
31,776
|
|
|
|
|
643,531
|
|
1,145,820
|
|
Equity
|
|
|
|
|
|
|
Capital
and reserves
|
|
|
|
|
|
|
Called up
share capital
|
|
23
|
2,223,466
|
|
2,223,466
|
|
Share
premium
|
|
|
27,685,458
|
|
27,685,458
|
|
Option
& warrant reserve
|
|
|
374,898
|
|
374,898
|
|
Profit and
loss account
|
|
|
(22,790,534)
|
|
(4,600,980)
|
|
Equity
shareholders' funds
|
|
|
7,493,288
|
|
25,682,842
|
|
|
|
|
|
|
|
|
Total
liabilities and equity
|
|
|
9,063,256
|
|
26,890,587
|
|
|
|
|
|
|
|
The
consolidated financial statements were approved and authorised for
issue by the Board and were signed on its behalf by:
Arsen Torosian
Group
CEO
Date:
19 December 2024
The notes
form part of these consolidated financial statements.
Tap
Global Group Plc
Consolidated
Statement of Changes in Equity
For
the year ended 30 June
2024
|
|
Called
up Share Capital
|
Share
Premium
|
Option
& Warrant Reserve
|
Profit
and Loss Account
|
Total
|
|
|
£
|
£
|
£
|
£
|
£
|
|
As at 1
July 2023
|
2,223,466
|
27,685,458
|
374,898
|
(4,600,980)
|
25,682,842
|
|
|
|
|
|
|
|
|
Total
comprehensive loss for the year
|
|
|
|
(18,189,554)
|
(18,189,554)
|
|
|
|
|
|
|
|
|
As at 30
June 2024
|
2,223,466
|
27,685,458
|
374,898
|
(22,790,534)
|
7,493,288
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Called
up Share Capital
|
Share
Premium
|
Option
& Warrant Reserve
|
Profit
and Loss Account
|
Total
|
|
|
£
|
£
|
£
|
£
|
£
|
|
As at 1
July 2022
|
1,701,243
|
4,687,681
|
14,099
|
(3,544,173)
|
2,858,850
|
|
|
|
|
|
|
|
|
Total
comprehensive loss for the year
|
|
|
|
(1,074,640)
|
(1,074,640)
|
|
|
|
|
|
|
|
|
Issue of
shares
|
72,223
|
3,197,777
|
-
|
-
|
3,270,000
|
|
Acquisition
of subsidiaries
|
450,000
|
19,800,000
|
-
|
-
|
20,250,000
|
|
Forfeiture
of share options
|
-
|
-
|
(17,833)
|
17,833
|
-
|
|
Option
& warrant reserve
|
-
|
-
|
378,632
|
-
|
378,632
|
|
|
|
|
|
|
|
|
As at 30
June 2023
|
2,223,466
|
27,685,458
|
374,898
|
(4,600,980)
|
25,682,842
|
The
following describes the nature and purpose of each reserve within
owners’ equity:
|
Reserve
|
Description
and purpose
|
|
Called Up
Share Capital
|
This
represents the nominal value of shares issued.
|
|
Share
Premium
|
Amount
subscribed for share capital in excess of nominal value.
|
|
Profit
& Loss Account
|
Cumulative
net gains and losses recognised in the statement of comprehensive
income.
|
|
Other
Reserve
|
Cumulative
fair value of options granted
|
The notes
form part of these consolidated financial statements.
Tap
Global Group Plc
Consolidated
Statement of Cash Flows
For
the year ended 30 June
2024
|
|
|
2024
|
|
2023
|
|
|
|
£
|
|
£
|
|
Cash
flow from operating activities
|
|
|
|
|
|
Loss after
taxation for the year
|
|
(18,189,554)
|
|
(1,074,640)
|
|
|
|
|
|
|
|
Adjustment
for:
|
|
|
|
|
|
Depreciation
|
|
37,564
|
|
18,876
|
|
Amortisation
|
|
654,230
|
|
270,836
|
|
Financing
costs
|
|
2,811
|
|
1,892
|
|
Share
option charge
|
|
-
|
|
378,632
|
|
Fair value
change of investment
|
|
-
|
|
300,795
|
|
Gain on
disposal of investment
|
|
(3,885)
|
|
-
|
|
Gain on
sale of cryptoassets
|
|
(211,824)
|
|
(323,178)
|
|
Impairment
of goodwill
|
|
15,862,070
|
|
-
|
|
Loss on
derecognition of deferred tax assets
|
|
12,517
|
|
-
|
|
|
|
|
|
|
|
Change
in:
|
|
|
|
|
|
Trade and
other receivables
|
|
(263,062)
|
|
94,115
|
|
Trade and
other payables
|
|
395,413
|
|
(1,283,699)
|
|
Cash
generated from operations
|
|
(1,703,720)
|
|
(1,616,371)
|
|
Tax
paid
|
|
-
|
|
-
|
|
Net cash
used in operating activities
|
|
(1,703,720)
|
|
(1,616,371)
|
|
|
|
|
|
|
|
Cash
flow from investing activities
|
|
|
|
|
|
Acquisition
of subsidiaries
|
|
-
|
|
323,840
|
|
Proceeds
from cryptoassets
|
|
3,506,694
|
|
4,318,385
|
|
Additions
of cryptoassets
|
|
(2,821,312)
|
|
(4,660,607)
|
|
Purchase
of intangible assets
|
|
(729,685)
|
|
(338,558)
|
|
Purchase
of tangible assets
|
|
(4,481)
|
|
(11,726)
|
|
Disposals
of tangible assets - investment
|
|
18,410
|
|
-
|
|
Net cash
used in investing activities
|
|
(30,374)
|
|
(368,666)
|
|
|
|
|
|
|
|
Cash
flow from financing activities
|
|
|
|
|
|
Repayment
of lease liabilities
|
|
(36,000)
|
|
(16,500)
|
|
Issued
capital
|
|
-
|
|
3,270,000
|
|
Net cash
used in financing activities
|
|
(36,000)
|
|
3,253,500
|
|
|
|
|
|
|
|
Increase/(decrease)
in cash and cash equivalents
|
|
(1,770,094)
|
|
1,268,463
|
|
Cash and
cash equivalents at the beginning of the year
|
|
2,335,375
|
|
1,066,912
|
|
Cash and
cash equivalents at the end of the year
|
|
565,281
|
|
2,335,375
|
|
|
|
|
|
|
The notes
form part of these consolidated financial statements.
Tap
Global Group Plc
Notes
to Consolidated Financial Statements
For
the year ended 30 June
2024
1.
General Information
Tap Global
Group PLC (the “parent
company”) is a
public company limited by shares and incorporated in England and Wales. The parent company is domiciled in the
UK and its shares are admitted to trading on AQSE, a market
operated by The London Stock Exchange. These consolidated financial
statements comprise the parent company and its subsidiaries
(together referred to as the “group”). The group’s consolidated
financial statements for the year ended 30
June 2024 were authorised for issue by the Board of
Directors and were signed on its behalf by the group CEO on
19 December 2024.
2.
Summary of Significant Accounting
Policies
The
principal accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies
have been consistently applied to all the years presented unless
otherwise stated.
Statement
of Compliance
The
Consolidated group’s Financial Statements have been prepared in
accordance with UK-adopted international accounting standards (the
“IFRSs”) in accordance with the requirements of the Companies Act
2006.
In the
current year, the group has adopted all the new and revised IFRSs
that are relevant to its operations and effective for its
accounting year beginning on 1 July
2023.
IFRSs
comprise International Financial Reporting Standards (“IFRS”);
International Accounting Standards (“IAS”); and
Interpretations.
The parent
company financial statements of Tap Global Group Plc have been
prepared in compliance with United Kingdom Accounting Standards,
including Financial Reporting Standard 102, “The Financial
Reporting Standard applicable in the United Kingdom and the Republic of Ireland”
(“FRS 102”) and the Companies Act 2006.
Basis
of Preparation
The
consolidated financial statements have been prepared on the
historical cost basis, as modified by the revaluation of certain
financial assets and liabilities and investment properties measured
at fair value through profit or loss.
The
consolidated financial statements are prepared in sterling, which
is the functional currency of the parent company. All amounts have
been rounded to the nearest GBP.
Going
concern
Details of
the group’s business activities, results, cash flows and resources,
together with the risks it faces and other factors likely to affect
its future development, performance and position are set out in the
strategic report.
The group
incurred an operating cash outflow of £1,703,720. These conditions
indicate the existence of material uncertainty which may cast
significant doubt on the Group’s ability to continue as a going
concern. Therefore, the Group may be unable to realise its assets
and discharge its liabilities in the normal course of
business.
The
directors of the parent company are of the opinion that the group
will have sufficient working capital to meet its financial
liabilities as and when they fall due given that (i) the group will
be able to raise fund to meet a level sufficient to finance the
working capital requirements of the group; (ii) the validity of
which depends upon the group restructuring will be successfully
completed; and (iii) the group is actively implementing
cost-control measures to improve operating cash flows and its
financial position and the directors of the parent company believe
that the performance of the Group will be significantly improved in
the forthcoming year.
Accordingly,
the directors of the parent company are of the opinion that it is
appropriate to prepare the consolidated financial statements on the
going concern basis. Should the group be unable to continue as a
going concern, adjustments would have to be made to the
consolidated financial statements, to write down the value of
assets to their recoverable amounts, to provide for further
liabilities which might arise and to reclassify non-current assets
and non-current liabilities as current assets and current
liabilities, respectively. The effect of these adjustments has not
been reflected in the consolidated financial statements.
3.1
Basis of consolidation and significant accounting
policies
The
consolidated financial statements comprise the financial statements
of all group subsidiaries as at 30 June each year using consistent
accounting policies. Acquisition-related costs are expensed as
incurred unless they result from the issuance of shares, in which
case they are offset against the premium on those shares within
equity.
Where
considered appropriate, adjustments are made to the financial
information of subsidiaries to bring the accounting policies used
into line with those used by other members of the group. All
intercompany transactions and balances between group enterprises
are eliminated on consolidation.
Business
combinations
The
consolidated financial statements for business combinations using
the acquisition method when control is transferred to the group.
The consideration transferred in the acquisition is measured at
fair value, as are the identifiable net assets acquired. Any
goodwill that arises is tested annually for impairment. Any gain on
a bargain purchase is recognised in profit or loss immediately.
Transaction costs are expensed as incurred, except if related to
the issue of debt or equity securities. The consideration
transferred
does not include amounts related to the settlement of pre-existing
relationships. Such amounts are generally recognised in profit or
loss.
Any
contingent consideration is measured at fair value at the date of
acquisition. If an obligation to pay contingent consideration that
meets the definition of a financial instrument is classified as
equity, then it is not re-measured, and settlement is accounted for
within equity. Otherwise, other contingent consideration is
re-measured at fair value at each reporting date and subsequent
changes in the fair value of the contingent consideration are
recognised in profit or loss.
Subsidiaries
Subsidiaries
are entities controlled by the group. The group controls an entity
when it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those
returns through its power over the entity. In assessing control,
the group takes into consideration potential voting rights. The
acquisition date is the date on which control is transferred to the
acquirer. The financial statements of subsidiaries are included in
the consolidated financial statements from the date that control
commences until the date that control ceases. A non-controlling
interest is recognised, representing the interests of minority
shareholders in subsidiaries not wholly owned by the
group.
Transactions
eliminated on consolidation
Intra-group
balances and transactions and any unrealised income and expenses
arising from intra-group transactions are eliminated. On publishing
the parent company financial statements here, together with the
consolidated financial statements, the parent company is taking
advantage of exemption in section 408 of the Companies Act 2006 not
to present the individual income statement and related notes of the
parent company which form part of these approved financial
statements.
3.2
Foreign currency
In
preparing these financial statements, transactions in currencies
other than the parent company and group’s presentational currency
(“foreign currencies”) are recorded at the rates of exchange
prevailing on the dates of the transaction. At each statement of
financial position date, monetary items in foreign currencies are
translated into the presentational currency at the exchange rate
prevailing at statement of financial position date. Exchange
differences arising on the settlements of monetary items and on the
retranslation of monetary items are included in the consolidated
statement of comprehensive income for the year.
3.3
Revenue Recognition
Revenue
from contracts with customers
Revenue is
measured based on the consideration specified in a contract with a
customer with reference to the customary business practices and
excludes amounts collected on behalf of third
parties.
For a
contract where the period between the payment by the customer and
the transfer of the promised product or service exceeds one year,
the consideration is adjusted for the effect of a significant
financing component.
The group
recognises revenue when it satisfies a performance obligation by
transferring control over a product or service to a
customer.
Depending
on the terms of a contract and the laws that apply to that
contract, a performance obligation can be satisfied over time or at
a point in time.
A
performance obligation is satisfied over time if:
- the
customer simultaneously receives and consumes the benefits provided
by the group’s performance;
- the
group’s performance creates or enhances an asset that the customer
controls as the asset is created or enhanced; or
- the
group’s performance does not create an asset with an alternative
use to the group and the group has an enforceable right to payment
for performance completed to date.
If a
performance obligation is satisfied over time, revenue is
recognised by reference to the progress towards complete
satisfaction of that performance obligation.
Otherwise,
revenue is recognised at a point in time when the customer obtains
control of the product or service.
How the
group recognises revenue for its significant revenue streams is
described below:
Trading
fees
This
service relates to the facility to buy and sell currency, including
digital currency (crypto currency). A contract is identified when a
payment is approved by the group and the customer. Performance
obligations and transaction prices are set out in the contract.
Revenue is recognised on the transaction date.
Account
fees
This
service relates to the provision of account services. A contract is
identified when a customer enters an agreement with the group for
an account. Performance obligations and transaction prices are set
out in the contract. Revenue related to monthly account fees are
recognised during the month the account is provided.
Card
fees
A contract
is identified when it is approved by relevant parties and when the
card is issued to the customer. Performance obligations and
transaction prices are set out in the contract. Revenue from
provision of card services is recognised over period in which they
are provided. ATM transaction and out-of-currency variable fees are
constrained to the amount not expected to be reversed. Variable
revenue is recognised at the point at which it is unlikely to be
reversed, typically the transaction date.
3.4
Investments
(a)
Classification
Fair value
through profit and loss equity investments are classified in this
category if acquired principally for the purpose of trading or
selling in the short term.
Investments
in this category are classified as current assets if expected to be
settled within 12 months; otherwise, they are classified as
non-current.
(b)
Recognition
and Measurement
Regular
purchases and sales of fair value through profit and loss equity
investments are recognised on the trade date – the date on which
the group commits to purchasing or selling the
asset.
They
carried at fair value through profit or loss is initially
recognised at fair value, and transaction costs are expensed in the
Income Statement. They are measured at fair value using the fair
value hierarchy, as disclosed at note 24.
Fair value
through profit and loss equity investments are derecognised when
the rights to receive cash flows from the assets have expired or
have been transferred, and the group has transferred substantially
all of the risks and rewards of ownership.
Gains or
losses arising from changes in the fair value of fair value through
profit and loss equity investments at fair value through profit or
loss are presented in the Income Statement.
3.5
Financial Assets
(a)
Classification
The group classifies its financial assets in the following
categories: at amortised cost including trade receivables and other
financial assets at amortised cost, at fair value through other
comprehensive income and at fair value through profit or loss,
loans and receivables, and available-for-sale.
The classification depends on the purpose for which the financial
assets were acquired.
Management determines the classification of its financial assets at
initial recognition.
(b)
Recognition
and measurement
Amortised cost
Trade and other receivables are recognised initially at the amount
of consideration that is unconditional, unless they contain
significant financing components, in which case they are recognised
at fair value. The group
holds the trade and other receivables with the objective of
collecting the contractual cash flows, and so it measures them
subsequently at amortised cost using the effective interest
method.
The group classifies its financial assets as at amortised cost only
if both of the following criteria are met:
• the
asset is held within a business model whose objective is to collect
the contractual cash flows; and
• the
contractual terms give rise to cash flows that are solely payments
of principal and interest.
Fair value through profit or loss
The group classifies the following financial assets at fair value
through profit or loss (FVPL):
• debt
instruments that do not qualify for measurement at either amortised
cost (see above) or FVOCI;
• equity
investments that are held for trading; and
• equity
investments for which the entity has not elected to recognise fair
value gains and losses through OCI.
Information about the methods and assumptions used in determining
fair value is provided in note 24. For information about the
methods and assumptions used in determining fair value refer to
note 24. The group does not hold any financial assets that meet
conditions for subsequent recognition at fair value through other
comprehensive income (“FVTOCI”).
(c)
Impairment
of financial assets
The group
recognises an allowance for expected credit losses (“ECL”s) for all
debt instruments not held at fair value through profit or loss.
ECLs are based on the difference between the contractual cash flows
due in accordance with the contract and all the cash flows that the
group expects to receive, discounted at an approximation of the
original Effective Interest Rate (“EIR”). The expected cash flows
will include cash flows from the sale of collateral held or other
credit enhancements that are integral to the contractual
terms.
ECLs are
recognised in two stages. For credit exposures for which there has
not been a significant increase in credit risk since initial
recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12-months (a
12-month ECL). For those credit exposures for which there has been
a significant increase in credit risk since initial recognition, a
loss allowance is required for credit losses expected over the
remaining life of the exposure, irrespective of the timing of the
default (a lifetime ECL).
For trade
receivables and other receivables due in less than 12 months, the
group applies the simplified approach in calculating ECLs, as
permitted by IFRS 9. Therefore, the group does not track changes in
credit risk, but instead, recognises a loss allowance based on the
financial asset’s lifetime ECL at each reporting date.
The group
considers a financial asset to be in default when internal or
external information indicates that the group is unlikely to
receive the outstanding contractual amounts in full before taking
into account any credit enhancements held by the group. A financial
asset is written off when there is no reasonable expectation of
recovering the contractual cash flows and usually occurs when past
due for more than one year and not subject to enforcement
activity.
At each
reporting date, the group assesses whether financial assets carried
at amortised cost are credit impaired. A financial asset is
credit-impaired when one or more events that have a detrimental
impact on the estimated future cash flows of the financial asset
have occurred.
(d) Derecognition
The group
derecognises a financial asset only 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 entity.
On
derecognition of a financial asset measured at amortised cost, the
difference between the asset’s carrying amount and the sum of the
consideration received and receivable is recognised in profit or
loss.
3.6
Financial Liabilities
Financial
liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into and the
definitions of a financial liability and an equity instrument under
IFRSs.
An equity
instrument is any contract that evidences a residual interest in
the assets of the group after deducting all of its
liabilities.
The
accounting policies adopted for specific financial liabilities and
equity instruments are set out below.
All
financial liabilities are recognised initially at fair value, net
of directly attributable transaction costs. The group’s financial
liabilities include trade and other payables.
Subsequent
measurement
The
measurement of financial liabilities depends on their
classification, as described below:
Trade
and other payables
Trade and
other payables are classified as current liabilities if payment is
due within one year or less. If not, they are presented as
non-current liabilities.
Trade and
other payables are initially recognised at fair value and
subsequently measured at amortised cost using the effective
interest method unless the effect of discounting would be
immaterial, in which case they are stated at cost.
Equity
instruments
Equity
instruments issued by the parent company are recorded at the
proceeds received, net of direct issue costs.
Derecognition
A
financial liability is derecognised when the associated obligation
is discharged or cancelled or expires.
3.7
Expenditure
Expenses
are recognised on the accrual basis.
3.8
Tangible assets
Tangible
assets are stated at cost less accumulated depreciation and
accumulated impairment losses. Such costs include costs directly
attributable to making the asset capable of operating as intended.
Depreciation is calculated at the following annual rates so as to
write off the cost of fixed assets over their estimated useful
lives using the reducing balance method:
Computer
equipment 25%
Fixtures
and fittings
15%
On
disposal, the difference between the net disposal proceeds and the
carrying amount of the item sold is recognised in statement of
comprehensive income and included in other operating income. The
carrying values of the tangible assets are reviewed for impairment
when events or changes in circumstances indicate the carrying value
may not be recoverable. All subsequent repairs, renewals and
maintenance costs are charged to the statement of comprehensive
income when incurred.
3.9
Leases
At
inception of a contract, the group assesses whether a contract is,
or contains, a lease. A contract is, or contains, a lease if the
contract conveys the right to control the use of an identified
asset for a period of time in exchange for consideration. To assess
whether a contract conveys the right to control the use of an
identified asset, the group uses the definition of a lease in IFRS
16.
As
a lessee
At
commencement or on modification of a contract that contains a lease
component, the group allocates the consideration in the contract to
each lease component on the basis of its relative stand-alone
prices. However, for the leases of property the group has elected
not to separate non-lease components and account for the lease and
non-lease components as a single lease component.
The
right-of-use asset is subsequently depreciated using the
straight-line method from the commencement date to the end of the
lease term, unless the lease transfers ownership of the underlying
asset to the group by the end of the lease term or the cost of the
right-of-use asset reflects that the group will exercise a purchase
option. In that case the right-of-use asset will be depreciated
over the useful life of the underlying asset, which is determined
on the same basis as those of property and equipment. In addition,
the right-of-use asset is periodically reduced by impairment
losses, if any, and adjusted for certain remeasurements of the
lease liability. During the year, the right-of-use asset was
depreciated over 6 years, which represented the unexpired portion
of the lease.
The lease
liability is initially measured at the present value of the
expected future lease payments as at the commencement date of the
lease, discounted using the interest rate implicit in the lease or,
if that rate cannot be readily determined, the group’s incremental
borrowing rate. Generally, the group uses its incremental borrowing
rate as the discount rate. The group determines its incremental
borrowing rate by obtaining interest rates from various external
financing sources and makes certain adjustments to reflect the
terms of the lease and type of the asset leased.
Lease
payments included in the measurement of the lease liability
comprise the following: – fixed payments, including in-substance
fixed payments; – variable lease payments that depend on an index
or a rate, initially measured using the index or rate as at the
commencement date; – amounts expected to be payable under a
residual value guarantee; and – the exercise price under a purchase
option that the group is reasonably certain to exercise, lease
payments in an optional renewal period if the group is reasonably
certain to exercise an extension option, and penalties for early
termination of a lease unless the group is reasonably certain not
to terminate early.
When the
lease liability is remeasured in this way, a corresponding
adjustment is made to the carrying amount of the right-of-use asset
or is recorded in profit or loss if the carrying amount of the
right-of-use asset has been reduced to zero. The group presents
right-of-use assets that do not meet the definition of investment
property in 'property, plant and equipment, including right of use
assets’ and lease liabilities as disclosed on the face of the
statement of financial position.
Short-term
leases and leases of low-value assets
The group
has elected not to recognise right-of-use assets and lease
liabilities for leases of low-value assets and short-term leases.
The group recognises the lease payments associated with these
leases as an expense on a straight-line basis over the lease
term.
3.10
Intangible assets - Cryptoassets
Intangible
assets include cryptoassets held by the company. The directors
believes that the cryptoassets meet the definition of an intangible
asset under IAS 38, ‘Intangible Assets’, as they meet the
definition of an identifiable non-monetary asset without physical
substance.
Under IAS
38 there is an accounting policy choice as to whether the
cryptoassets should be recognised at fair value or cost less
impairment. The director is of the opinion that there is an active
market for the cryptoassets held by the company and therefore
decided to measure the cryptoassets at fair value.
The
directors intend to review this recognition policy on a regular
basis and whenever new standards, or guidance are
issued.
A single,
generally accepted framework for the classification of different
cryptoassets does not currently exist. There is consequently no
general applied definition of a cryptoasset. This reflects the
broad variety of features and bespoke nature of the transactions in
practice. Cryptoassets are initially measured at cost if purchased
in an ordinary transaction.
Under IAS
38 there is an accounting policy choice for the subsequent
measurement of these assets. The choice is whether to recognise the
assets at fair value or cost less impairment. The director deems
there to be an active market for the crypto assets held by the
company and has therefore made the decision to subsequently measure
these assets at fair value less accumulated amortisation and
impairment.
The
intangible assets held by the company have an indefinite useful
life as they have no expiration date, which means they can be used
by the company for an unlimited period of time and could have the
same use in the future as today.
3.11
Cash and cash equivalents
Cash and
cash equivalents comprise cash on hand and time, call and current
balances with banks and similar institutions, which are readily
convertible to known amounts of cash and which are subject to
insignificant risk of changes in value.
3.12
Provisions
Provisions
are recognised for liabilities of uncertain timing or amount when
the group has a present legal or constructive obligation arising as
a result of a past event, it is probable that an outflow of
economic benefits will be required to settle the obligation and a
reliable estimate can be made.
Where the
time value of money is material, provisions are stated at the
present value of the expenditures expected to settle the
obligation.
Where it
is not probable that an outflow of economic benefits will be
required, or the amount cannot be estimated reliably, the
obligation is disclosed as a contingent liability, unless the
probability of outflow is remote.
Possible
obligations, whose existence will only be confirmed by the
occurrence or non-occurrence of one or more future events are also
disclosed as contingent liabilities unless the probability of
outflow is remote.
3.13
Intangible assets – computer software and website
development
Computer
software development expenditure is capitalised only if the
expenditure can be measured reliably, the product or process is
technically and commercially feasible, future economic benefits are
probable, and the group intends to and has sufficient resources to
complete development and to use or sell the asset. Otherwise, it is
recognised in the statement of comprehensive income as incurred.
Subsequent to initial recognition, development expenditure is
measured at cost less accumulated amortisation and any accumulated
impairment losses.
Subsequent
expenditure is capitalised only when it increases the future
economic benefits embodied in the specific asset to which it
relates. All other expenditure is recognised in statement of
comprehensive income as incurred. Amortisation is calculated to
write off the cost of computer software less their estimated
residual values using the straight-line method over their estimated
useful lives and is generally recognised in the statement of
comprehensive income.
The
estimated useful lives for current and comparative periods are as
follows:
Computer
software - 4 years
Website
development - 4 years
Amortisation
methods, useful lives and residual values are reviewed at each
reporting date and adjusted if appropriate.
3.14
Impairment of assets
At the end
of each reporting period, the group reviews the carrying amounts of
its tangible and intangible assets except goodwill, investment
properties (fair value model only), deferred tax assets,
investments and receivables to determine whether there is any
indication that those assets have suffered an impairment
loss.
If any
such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of any impairment
loss.
Where it
is not possible to estimate the recoverable amount of an individual
asset, the group estimates the recoverable amount of the cash
generating unit to which the asset belongs.
Recoverable
amount is the higher of fair value less costs of disposal and value
in use.
In
assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money
and the risks specific to the asset.
If the
recoverable amount of an asset or cash-generating unit is estimated
to be less than its carrying amount, the carrying amount of the
asset or cash-generating unit is reduced to its recoverable
amount.
An
impairment loss is recognised immediately in profit or loss, unless
the relevant asset is carried at a revalued amount, in which case
the impairment loss is treated as a revaluation
decrease.
Where an
impairment loss subsequently reverses, the carrying amount of the
asset or cash-generating unit is increased to the revised estimate
of its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have been
determined (net of amortisation or depreciation) had no impairment
loss been recognised for the asset or cash-generating unit in prior
years.
A reversal
of an impairment loss is recognised immediately in profit or loss,
unless the relevant asset is carried at a revalued amount, in which
case the reversal of the impairment loss is treated as a
revaluation increase.
Goodwill
acquired in a business combination is allocated, at acquisition, to
the cash generating units (CGUs) that are expected to benefit from
that business combination. Where goodwill has been allocated to a
cash-generating unit (“CGU”) that CGU is tested for impairment
annually to determine whether the carrying amount of the CGU may
not be recoverable. An impairment loss in respect of goodwill is
not reversed.
The group
has recognised one CGU, called Crypto Asset Brokerage. This
represents the lowest level at which goodwill is monitored for
internal management purposes.
3.15
Share Capital
Ordinary
shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in
equity as a deduction, net of tax, from the proceeds.
3.16
Income Tax
Tax is
recognised in the profit and loss, except to the extent that it
relates to items recognised in other comprehensive income or
directly in equity. In this case, the tax is also recognised in
other comprehensive income or directly in equity,
respectively.
Deferred
income tax is recognised, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities
and their carrying amounts in the financial statements. Deferred
income tax is determined using tax rates (and laws) that have been
enacted, or substantially enacted, by the end of the reporting
period and are expected to apply when the related deferred income
tax asset is realised, or the deferred income tax liability is
settled.
Deferred
income tax assets are recognised only to the extent that it is
probable that future taxable profit will be available against which
the temporary differences can be utilised.
Deferred
income tax assets are recognised on deductible temporary
differences only to the extent that it is probable the temporary
difference will reverse in the future and there is sufficient
taxable profit available against which the temporary difference can
be utilised.
Deferred
income tax assets and liabilities are offset when there is a
legally enforceable right to offset current tax assets against
current tax liabilities, and when the deferred income tax assets
and liabilities relate to income taxes levied by the same taxation
authority on either the taxable entity or different taxable
entities where there is an intention to settle the balances on a
net basis.
3.17
Share Based Payments
The group
operates an equity-settled share-based scheme, under which the
entity receives services from employees or third-party suppliers as
consideration for equity instruments (shares, options and warrants)
of the group.
The group
may also issue warrants to share subscribers as part of a share
placing. The fair value of the equity-settled share based payments
is recognised as an expense in the income statement or charged to
equity depending on the nature of the service provided or
instrument issued.
The total
amount to be expensed or charged in the case of options is
determined by reference to the fair value of the options or
warrants granted:
• including
any market performance conditions;
• excluding
the impact of any service and non-market performance vesting
conditions (for example, profitability or sales growth targets, or
remaining an employee of the entity over a specified time period);
and
• including
the impact of any non-vesting conditions (for example, the
requirement for employees to save).
In the
case of shares and warrants the amount charged to the share premium
account is determined by reference to the fair value of the
services received if available. If the fair value of the services
received is not determinable the shares are valued by reference to
the market price and the warrants are valued by reference to the
fair value of the warrants granted as described
previously.
Non-market
vesting conditions are included in assumptions about the number of
options or warrants that are expected to vest. The total expense or
charge is recognised over the vesting period, which is the period
over which all of the specified vesting conditions are to be
satisfied.
At the end
of each reporting period, the entity revises its estimates of the
number of options that are expected to vest based on the non-market
vesting conditions. It recognises the impact of the revision to
original estimates, if any, in the income statement or equity as
appropriate, with a corresponding adjustment to another reserve in
equity.
When the
warrants or options are exercised, the group issues new
shares.
The
proceeds received, net of any directly attributable transaction
costs, are credited to share capital (nominal value) and share
premium when the warrants or options are exercised.
3.18
Related parties
(A)
A person
or a close member of that person’s family is related to the group
if that person:
(i)
has
control or joint control over the group;
(ii)
has
significant influence over the group; or
(iii)
is a
member of the key management personnel of the group or of a parent
of the group.
(B)
An entity
is related to the group if any of the following conditions
applies:
(i)
The entity
and the group are members of the same group (which means that each
parent, subsidiary and fellow subsidiary is related to the
others).
(ii)
One entity
is an associate or joint venture of the other entity (or an
associate or joint venture of a member of a group of which the
other entity is a member).
(iii)
Both
entities are joint ventures of the same third party.
(iv)
One entity
is a joint venture of a third entity and the other entity is an
associate of the third entity.
(v)
The entity
is a post-employment benefit plan for the benefit of employees of
either the group or an entity related to the
group.
If the
group is itself such a plan, the sponsoring employers are also
related to the group.
(vi)
The entity
is controlled or jointly controlled by a person identified in
(A).
(vii)
A person
identified in (A)(i) has significant influence over the entity or
is a member of the key management personnel of the entity (or of a
parent of the entity).
The
entity, or any member of a group of which it is a part, provides
key management personnel services to the group or to a parent of
the Company.
3.19
Employee benefits
(i)
Employee
leave entitlements
Employee
entitlements to annual leave and long service leave are recognised
when they accrue to employees.
A
provision is made for the estimated liability for annual leave and
long service leave as a result of services rendered by employees up
to the end of the reporting period.
Employee
entitlements to sick leave and maternity leave are not recognised
until the time of leave.
(ii)
Termination
benefits
Termination
benefits are recognised at the earlier of the dates when the group
can no longer withdraw the offer of those benefits and when the
group recognises restructuring costs and involves the payment of
termination benefits.
3.20
Events after the reporting period
Events
after the reporting period that provide additional information
about the group’s position at the end of the reporting period or
those that indicate the going concern assumption is not appropriate
are adjusting events and are reflected in the financial
statements.
Events
after the reporting period that are not adjusting events are
disclosed in the notes to the financial statements when
material.
4.
Judgements And Key Sources Of Estimation And
Uncertainty
In the
process of applying the accounting policies, the directors have
made the following judgements that have the most significant effect
on the amounts recognised in the consolidated financial
statements.
4.1
Going concern basis
These
consolidated financial statements have been prepared on a going
concern basis, the validity of which depends upon the financial
support of the controlling shareholder at a level sufficient to
finance the working capital requirements of the
group.
Details
are explained in note 2 to consolidated financial
statements.
The
preparation of the financial statements requires management to make
estimates and assumptions that affect the reported amounts of
revenues, expenses, assets and liabilities, and the disclosure of
contingent liabilities at the date of the financial
statements.
If in the
future such estimates and assumptions which are based on
management’s best judgement at the date of the financial
statements, deviate from the actual circumstances, the original
estimates and assumptions will be modified as appropriate in the
year in which the circumstances change. Where necessary, the
comparatives have been reclassified or extended from the previously
reported results to take into account presentational
changes.
4.2
Impairment of goodwill
Determining
whether goodwill is impaired requires an estimation of the value in
use of the CGU to which goodwill has been
allocated.
The value
in use calculation requires the group to estimate the future cash
flows expected to arise from the CGU and a suitable discount rate
in order to calculate the present value.
The
carrying amount of goodwill at the end of the reporting period was
£5,988,877 after an impairment loss of £15,862,070 was recognised
during 2024.
Management
estimates discount rates using pre-tax rate that reflects the
current market assessment of the time value of money and the
specific risks associated with the asset for which the future cash
flow estimates have not been adjusted. The rate used to discount
the forecast cash flows are based upon the CGU’s weighted average
cost of capital (WACC). The WACC for the Crypto Asset Brokerage CGU
was 14.0%, based on a WACC used by a listed business for a similar
business model.
The group
prepared cash flow forecasts derived from the most recent financial
budgets approved by management for the next five years. For the
purpose of the value in use calculation the management forecasts
were extrapolated into perpetuity using a growth rate of 2.0%,
representing the expected long-run rate of inflation in the UK. The
forecasts assume growth rates in acquisitions which in turn drive
the forecast collections and cost figures.
5.
Operating Profit
Operating
profit or loss is stated after charging/crediting:
|
|
|
|
Group
|
|
|
|
|
2024
|
|
2023
|
|
|
|
|
£
|
|
£
|
|
Fair value
adjustment of listed shares
|
|
|
-
|
|
(300,795)
|
|
Gain on
disposal of listed shares
|
|
|
3,885
|
|
-
|
|
Gains on
cryptocurrency assets
|
|
|
211,824
|
|
323,178
|
|
|
|
|
|
|
|
|
Total
|
|
|
215,709
|
|
22,383
|
6.
Auditors Remuneration
|
|
|
Group
|
|
|
|
2024
|
|
2023
|
|
|
|
£
|
|
£
|
|
Fees
payable for the audit of the financial statements
|
|
111,156
|
|
78,590
|
|
|
|
|
|
|
|
|
|
111,156
|
|
78,590
|
7.
Interest Payable And Similar Expenses
|
|
|
Group
|
|
|
|
2024
|
|
2023
|
|
|
|
£
|
|
£
|
|
Interest
on lease liability
|
|
2,811
|
|
1,892
|
|
|
|
|
|
|
|
|
|
2,811
|
|
1,892
|
8.
Employees And Directors
|
The
average monthly number of persons employed by the group during the
year was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
|
|
|
|
|
2024
|
|
2023
|
|
Directors
|
|
|
|
|
8
|
|
8
|
|
Employees
|
|
|
|
|
8
|
|
4
|
|
|
|
|
|
|
|
|
|
|
The
aggregate payroll costs
|
|
|
|
|
|
|
|
|
incurred
during the year, relating
|
|
|
|
|
Group
|
|
to the
above, were:
|
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
£
|
|
£
|
|
Directors
|
|
|
|
|
276,447
|
|
665,821
|
|
Employees
|
|
|
|
|
786,255
|
|
168,602
|
9.
Taxation
The
group’s taxation charge or credit is the composite of:
-
Corporation
tax credit arising on losses in the financial year; and
-
Deferred
taxation arising on temporary and permanent timing differences and
losses carried forward, to the extent that the group believes these
to be recoverable from future taxable profits.
|
Major
components of tax expense
|
|
|
|
|
Group
|
|
|
|
|
|
|
2024
|
|
2023
|
|
Current
tax
|
|
|
|
|
£
|
|
£
|
|
UK current
tax expense
|
|
|
|
|
-
|
|
-
|
|
Deferred
tax
|
|
|
|
|
15,629
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Deferred
tax
|
|
|
|
|
-
|
|
12,517
|
|
Revaluation
of listed investment
|
|
|
|
|
|
|
|
10.
Tangible Assets – Right-Of-Use Assets
|
|
Right-of-use
|
|
Computer
|
|
Fixtures
&
|
|
Total
|
|
|
asset
|
|
equipment
|
|
Fittings
|
|
|
|
Cost
|
£
|
|
£
|
|
£
|
|
£
|
|
As at 1
July 2023
|
190,650
|
|
22,854
|
|
5,489
|
|
218,993
|
|
Additions
|
-
|
|
4,481
|
|
-
|
|
4,481
|
|
Balance
as at 30 June 2024
|
190,650
|
|
27,335
|
|
5,489
|
|
223,474
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
As at 1
July 2023
|
103,269
|
|
10,105
|
|
1,747
|
|
115,121
|
|
Charge for
the period
|
31,775
|
|
4,919
|
|
870
|
|
37,564
|
|
At
30 June 2024
|
135,044
|
|
15,024
|
|
2,617
|
|
152,685
|
|
|
|
|
|
|
|
|
|
|
Net
book value
|
|
|
|
|
|
|
|
|
At 30 June
2023
|
87,381
|
|
12,749
|
|
3,743
|
|
103,873
|
|
At
30 June 2024
|
55,606
|
|
12,311
|
|
2,872
|
|
70,789
|
11.
Lease liability
|
|
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
£
|
|
£
|
|
Upon
acquisition
|
|
|
|
|
93,701
|
|
108,309
|
|
Interest
expense
|
|
|
|
|
2,811
|
|
1,892
|
|
Payments
|
|
|
|
|
(36,000)
|
|
(16,500)
|
|
|
|
|
|
|
|
|
|
|
At the end
of the year
|
|
|
|
|
60,512
|
|
93,701
|
|
Current
|
|
|
|
|
34,184
|
|
31,776
|
|
Non-current
|
|
|
|
|
26,328
|
|
61,925
|
12.
Tangible Assets - Investments
|
|
|
|
|
|
Group
|
|
|
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
Brought
forward
|
|
|
|
|
16,512
|
|
1,987
|
|
Disposals
|
|
|
|
|
(14,525)
|
|
-
|
|
Transfer
from financial assets
|
|
|
|
|
-
|
|
315,320
|
|
Revaluations
|
|
|
|
|
-
|
|
(300,795)
|
|
|
|
|
|
|
|
|
|
|
As
at the end of the year
|
|
|
|
|
1,987
|
|
16,512
|
13.
Intangible Assets – Cryptoassets Held for
Investment
|
|
|
|
|
|
Group
|
|
|
|
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
Cryptoassets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brought
forward
|
|
|
|
|
1,221,451
|
|
556,049
|
|
Additions
|
|
|
|
|
2,821,312
|
|
4,660,607
|
|
Disposals
|
|
|
|
|
(3,506,694)
|
|
(4,318,383)
|
|
Gain on
sale of cryptoassets
|
|
|
|
|
211,824
|
|
323,178
|
|
|
|
|
|
|
|
|
|
|
As at the
end of the year
|
|
|
|
|
747,893
|
|
1,221,451
|
|
|
|
|
|
|
|
|
|
14.
Intangibles – Other Intangibles
|
|
|
|
|
|
Group
|
|
|
|
|
|
|
2024
|
|
2023
|
|
Website
& software development
|
|
|
|
£
|
|
£
|
|
Brought
forward
|
|
|
|
|
1,234,389
|
|
1,166,667
|
|
Additions
|
|
|
|
|
729,685
|
|
338,558
|
|
Amortisation
|
|
|
|
|
(654,230)
|
|
(270,836)
|
|
|
|
|
|
|
|
|
|
|
As
at the end of the year
|
|
|
|
|
1,309,844
|
|
1,234,389
|
|
|
|
|
|
|
|
|
|
|
Intangible
assets - Goodwill
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
|
|
|
|
|
2024
|
|
2023
|
|
Goodwill
|
|
|
|
|
£
|
|
£
|
|
Brought
forward
|
|
|
|
|
21,850,947
|
|
21,850,947
|
|
Impairment
|
|
|
|
|
(15,862,070)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net
book value
|
|
|
|
|
5,988,877
|
|
21,850,947
|
The
impairment loss on goodwill arises mainly from the revaluation of
the 2023 investment in the Company’s subsidiaries.
15.
Trade And Other Receivables
|
|
|
|
|
|
Group
|
|
|
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
£
|
|
£
|
|
Prepayments
|
|
|
|
|
219,002
|
|
112,481
|
|
Other
debtors
|
|
|
|
|
159,583
|
|
3,042
|
|
|
|
|
|
|
|
|
|
|
As
at the end of the year
|
|
|
|
|
378,585
|
|
115,523
|
16.
Cash And Cash Equivalents
|
|
|
|
|
|
Group
|
|
|
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
£
|
|
£
|
|
Cash at
bank
|
|
|
|
|
565,281
|
|
2,335,375
|
17.
Trade Payables
|
|
|
|
|
|
Group
|
|
|
|
|
|
|
2024
|
|
2023
|
|
Trade
payables
|
|
|
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
Trade
creditors
|
|
|
|
|
383,008
|
|
237,343
|
|
As
at the end of the year
|
|
|
|
|
383,008
|
|
237,343
|
18.
Related Party Transactions
Director’s
loan account
|
|
|
|
|
|
Group
|
|
|
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
£
|
|
£
|
|
Brought
forward
|
|
|
|
|
679,451
|
|
1,994,975
|
|
Transactions
during the year
|
|
|
|
|
220,658
|
|
(1,315,524)
|
|
|
|
|
|
|
|
|
|
|
As
at the end of the year
|
|
|
|
|
900,109
|
|
679,451
|
|
|
|
|
|
|
|
|
|
During
the year, Director’s loan account has been reclassified from
current to non-current liabilities.
19.
Acquisitions
On 10
January 2023, the Group acquired Tap Global Limited and its
subsidiaries. The total consideration was £20.25m, satisfied by the
issue of shares. Tap Global Limited was providing an App and
trading platform that allow customers to hold and trade crypto
currencies and conduct fiat FX.
The fair
value of the identifiable assets and liabilities of the above
company as at its date of acquisition was as follows:
|
|
£
|
|
Cash and
cash equivalents
|
323,840
|
|
Trade and
other receivables
|
107,561
|
|
Tangible
Assets
|
111,023
|
|
Intangible
Assets
|
1,166,667
|
|
Crypto
Currency Assets
|
556,049
|
|
Trade
Payables
|
(195,782)
|
|
Accruals
|
(67,021)
|
|
Lease
liability
|
(108,309)
|
|
Investment
Quetzal Liability
|
(1,500,000)
|
|
Director's
current account
|
(1,994,975)
|
|
|
(1,600,947)
|
|
Share
consideration
|
20,250,000
|
|
Goodwill
|
(21,850,947)
|
20.
Loss Per Share
The
calculation of basic loss per share attributable to owners of the
parent company is based on the loss for the year of £18,189,554
(2023: £1,074,640) and the weighted average number of ordinary
shares of 693,409,624 (2023: 432,730,795) in issue during the
year.
The effect
of all potential ordinary shares are anti-dilutive for the year
ended 30 June 2024 and 2023.
21.
Subsidiary Undertakings
The parent
company holds the share capital of the following
companies:
|
Subsidiary
|
Country
of registration / incorporation
|
|
Class
|
|
Shares
Held %
|
|
Tap Global
Ltd
|
Gibraltar
|
|
|
|
Ordinary
|
|
100
|
|
Tap
Technologies Limited
|
Gibraltar
|
|
|
|
Ordinary
|
|
100
|
|
Tap
Americas LLC
|
United
States of America
|
|
Ordinary
|
|
100
|
|
Tap Greece
Single Member P.C.
|
Greece
|
|
|
|
Ordinary
|
|
100
|
|
|
|
|
|
|
|
|
|
22.
Share Options and Share Warrants
The group
grants share options to employees as part of the remuneration of
key management personnel and directors to enable them to purchase
ordinary shares in the group. Under the plan, 1,125,000 options
were granted for no cash consideration for a period of 2 years
expired on an extended date of 31 December
2023. The share options outstanding at 30 June 2023 had a weighted
average remaining contractual life of 0.5 years. Maximum term of
new options granted was 2 years from the grant date. The weighted
average exercise price of share options in 2023 was £0.00427. All
share options have lapsed in 2024.
|
Name
of grantee
|
Expiry
date
|
Exercise
price
|
Outstanding
as at 30 June 2023
|
Lapsed
during the year
|
Outstanding
as at 30 June 2024
|
|
John
Taylor
|
31
December 2023
|
GBP0.06
|
150,000
|
(150,000)
|
-
|
|
John
Taylor
|
31
December 2023
|
GBP0.08
|
150,000
|
(150,000)
|
-
|
|
John
Taylor
|
31
December 2023
|
GBP0.10
|
150,000
|
(150,000)
|
-
|
|
Fungai
Ndoro
|
31
December 2023
|
GBP0.06
|
112,500
|
(112,500)
|
-
|
|
Fungai
Ndoro
|
31
December 2023
|
GBP0.08
|
112,500
|
(112,500)
|
-
|
|
Fungai
Ndoro
|
31
December 2023
|
GBP0.10
|
112,500
|
(112,500)
|
-
|
|
Simon
Grant-Rennick
|
31
December 2023
|
GBP0.06
|
37,500
|
(37,500)
|
-
|
|
Simon
Grant-Rennick
|
31
December 2023
|
GBP0.08
|
37,500
|
(37,500)
|
-
|
|
Simon
Grant-Rennick
|
31
December 2023
|
GBP0.10
|
37,500
|
(37,500)
|
-
|
|
Anthony
Quirke
|
31
December 2023
|
GBP0.06
|
75,500
|
(75,500)
|
-
|
|
Anthony
Quirke
|
31
December 2023
|
GBP0.08
|
75,500
|
(75,500)
|
-
|
|
Anthony
Quirke
|
31
December 2023
|
GBP0.10
|
75,500
|
(75,500)
|
-
|
|
|
|
|
1,126,500
|
(1,126,500)
|
-
|
Share
Warrants
The group
has 39,444,445 share warrants with each warrant giving the holder
the right to subscribe for one ordinary share in the group at a
price of £0.08 per share and will expire on 10 January
2026.
Furthermore,
the group has an additional 1,000,000 share warrants with each
warrant giving the holder the right to subscribe for one ordinary
share in the group at a price of £0.045 per share and will expire
on 10 January 2028.
|
Name of grantee
|
Expiry date
|
Exercise price
|
Outstanding as at 30 June 2023
|
Granted/(lapsed) during the year
|
Outstanding as at 30 June 2024
|
|
John Taylor
|
9 January 2026
|
GBP0.08
|
34,444,445
|
-
|
34,444,445
|
|
John Taylor
|
9 January 2028
|
GBP0.045
|
1,000,000
|
-
|
1,000,000
|
|
Riverfort Global Capital Ltd
|
9 January 2026
|
GBP0.08
|
5,000,000
|
-
|
5,000,000
|
|
|
|
|
40,444,445
|
-
|
40,444,445
|
The fair
value of the share options expired during the year was £378,632
being the value of the options and warrants attributable to the
vesting periods to 30 June 2024. The volatility is set by reference
to the historic volatility of the share price of the
Company.
|
|
|
Share warrants
|
Share warrants
|
|
Share price as at grant date
|
|
GBP 0.0375
|
GBP 0.0375
|
|
Exercise price
|
|
GBP 0.045
|
GBP 0.08
|
|
Expected volatility
|
|
62.1%
|
62.1%
|
|
Expected life of warrants
|
|
5 years
|
3 years
|
|
Risk free rate
|
|
4.764%
|
4.875%
|
|
Expected dividend yield
|
|
0%
|
0%
|
Total
estimated fair value of the share warrants granted on the date was
£378,632.
23.
Called Up Share Capital
|
|
2024
|
2023
|
|
COMPANY
AND GROUP
|
No.
|
£
|
No.
|
£
|
|
|
|
|
|
|
|
Ordinary
shares of £0.001 each
|
693,409,624
|
693,410
|
693,409,624
|
693,410
|
|
Deferred
shares of £0.099 each
|
15,455,115
|
1,530,056
|
15,455,115
|
1,530,056
|
|
|
|
|
|
|
|
|
708,864,739
|
2,223,466
|
708,864,739
|
2,223,466
|
24.
Fair value measurements
Fair value
is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market
participants at the measurement date.
The
following disclosures of fair value measurements use a fair value
hierarchy that categorises into three levels the inputs to
valuation techniques used to measure fair value:
Level 1
inputs: quoted prices (unadjusted) in active markets for identical
assets or liabilities that the Group can access at the measurement
date.
Level 2
inputs: inputs other than quoted prices included within level 1
that are observable for the asset or liability, either directly or
indirectly.
Level 3
inputs: unobservable inputs for the asset or liability.
The
group’s policy is to recognise transfers into and transfers out of
any of the three levels as of the date of the event or change in
circumstances that caused the transfer.
Disclosures
of level in fair value hierarchy:
|
|
Fair
value measurements using:
|
Total
|
|
Description
|
Level
1
|
Level
2
|
Level
3
|
2024
|
|
|
£
|
£
|
£
|
£
|
|
Recurring
fair value measurements:
|
|
|
|
|
|
Investments
at fair value through profit or loss
|
-
|
-
|
1,987
|
1,987
|
|
Listed
securities
|
-
|
-
|
-
|
-
|
|
|
Fair value
measurements using:
|
Total
|
|
Description
|
Level
1
|
Level
2
|
Level
3
|
2023
|
|
|
£
|
£
|
£
|
£
|
|
Recurring
fair value measurements:
|
|
|
|
|
|
Investments
at fair value through profit or loss
|
-
|
-
|
-
|
-
|
|
Listed
securities
|
16,512
|
-
|
-
|
16,512
|
25.
Events After the End Of The Reporting Period
On 15
November 2024, it was announced that the Company’s revenue did not
meet the Milestone 1 performance hurdle, resulting in the
non-vesting of Milestone 1 LTIP Options. Additionally, Arsen
Torosian, Group CEO, relinquished his rights to the Milestone 2
LTIP Options, leading to the cancellation of the LTIP Plan and the
removal of up to 69.5 million potentially dilutive
instruments.
On 18
November 2024, the Board has granted 30,000,000 share options to
the following Directors:
|
Director
|
No.
of Options Granted
|
|
Arsen
Torosian, Group CEO
|
20,000,000
|
|
John
Taylor, Non-Executive Director
|
10,000,000
|
The
options are exercisable at a price of 3.0p per ordinary share for
up to 10 years.
Peter Wall
was appointed as a Non-Executive Director on 18 November 2024 and
was granted 30,000,000 share options exercisable for up to 10 years
at a price of 2.5p.
The
vesting schedule for these options is as follows:
-
25% will
vest six months after the date of grant.
-
25% will
vest when the share price reaches a bid price of 15p.
-
25% will
vest when the share price reaches a bid price of 25p.
-
25% will
vest when the share price reaches a bid price of 50p.
No other
matters or circumstances have arisen since the end of the financial
year which significantly affected or may significantly affect the
operations of the group, the results of those operations or the
state of affairs of the group in future financial years.
Tap
Global Group Plc
Parent
Company Statement of Financial Position
For
the year ended 30 June 2024
|
|
|
|
2024
|
2023
|
|
|
Note
|
|
£
|
£
|
|
Fixed
assets
|
|
|
|
|
|
Investments
|
6
|
|
1,987
|
16,512
|
|
Investments
in subsidiaries
|
6
|
|
2,511,403
|
20,250,000
|
|
|
|
|
2,513,390
|
20,266,512
|
|
Current
assets
|
|
|
|
|
|
Debtors
|
7
|
|
259,711
|
12,997
|
|
Cash and
cash equivalents
|
|
|
53,647
|
567,414
|
|
|
|
|
313,358
|
580,411
|
|
|
|
|
|
|
|
Creditors:
amounts falling due within one year
|
8
|
|
103,342
|
96,100
|
|
|
|
|
|
|
|
Net
current assets
|
|
|
210,016
|
484,311
|
|
|
|
|
|
|
|
Total
assets less current liabilities
|
|
|
2,723,406
|
20,750,823
|
|
|
|
|
|
|
|
Provisions
|
9
|
|
-
|
12,517
|
|
Director’s
loan
|
|
|
270,659
|
-
|
|
|
|
|
|
|
|
Net
assets
|
|
|
2,452,747
|
20,763,340
|
|
|
|
|
|
|
|
Capital
and reserves
|
|
|
|
|
|
Called up
share capital
|
11
|
|
2,223,466
|
2,223,466
|
|
Share
premium
|
|
|
27,685,458
|
27,685,458
|
|
Option
& warrant reserve
|
|
|
374,898
|
374,898
|
|
Capital
reserves
|
|
|
(4,500,000)
|
(4,500,000)
|
|
Profit
& loss accounts
|
|
|
(23,331,075)
|
(5,020,482)
|
|
|
|
|
|
|
|
Shareholders’
funds
|
|
|
2,452,747
|
20,763,340
|
The Parent
Company financial statements were approved and authorised for issue
by the Board and were signed on its behalf by:
Arsen
Torosian
Group
CEO
Date: 19
December 2024
The notes
form part of these Parent Company financial statements.
Tap
Global Group Plc
Parent
Company Statement of Changes in Equity
For
the year ended 30 June 2024
|
|
Called
up Share Capital
|
Share
Premium
|
Option
& Warrant Reserves
|
Capital
Reserves
|
Profit
& Loss Account
|
Total
|
|
|
£
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
|
|
As at 1
July 2023
|
2,223,466
|
27,685,458
|
374,898
|
(4,500,000)
|
(5,020,482)
|
20,763,340
|
|
|
|
|
|
|
|
|
|
Total
comprehensive loss for the year
|
-
|
-
|
-
|
-
|
(18,310,593)
|
(18,310,593)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at 30 June 2024
|
2,223,466
|
27,685,458
|
374,898
|
(4,500,000)
|
(23,331,075)
|
2,452,747
|
|
|
Called
up Share Capital
|
Share
Premium
|
Option
& Warrant Reserves
|
Capital
Reserves
|
Profit
& Loss Account
|
Total
|
|
|
£
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
|
|
As at 1
July 2022
|
1,701,243
|
4,687,681
|
14,099
|
-
|
(3,544,173)
|
2,858,850
|
|
|
|
|
|
|
|
|
|
Total
comprehensive loss for the year
|
-
|
-
|
-
|
-
|
(1,494,142)
|
(1,494,142)
|
|
|
|
|
|
|
|
|
|
Issue of
shares
|
522,223
|
3,177,777
|
-
|
-
|
-
|
3,700,000
|
|
Acquisition
of subsidiaries
|
-
|
19,820,000
|
-
|
|
-
|
19,820,000
|
|
Deemed
contribution
|
-
|
-
|
-
|
(4,500,000)
|
-
|
(4,500,000)
|
|
Forfeiture
of share option
|
-
|
-
|
(17,833)
|
-
|
17,833
|
-
|
|
Option
& warrant reserve
|
-
|
-
|
378,632
|
-
|
-
|
378,632
|
|
|
|
|
|
|
|
|
|
Balance
at 30 June 2023
|
2,223,466
|
27,685,458
|
374,898
|
(4,500,000)
|
(5,020,482)
|
20,763,340
|
The
following describes the nature and purpose of each reserve within
owners’ equity:
|
Reserve
|
Description
and purpose
|
|
Called Up
Share Capital
|
This
represents the nominal value of shares issued.
|
|
Share
Premium
|
Amount
subscribed for share capital in excess of nominal value.
|
|
Profit
& Loss Account
|
Cumulative
net gains and losses recognised in the statement of comprehensive
income.
|
|
Other
Reserve
|
Cumulative
fair value of options granted
|
The notes
form part of these Parent Company financial statements.
Tap
Global Group Plc
Parent
Company Statement of Cash Flows
For
the year ended 30 June 2024
|
|
|
|
|
|
|
|
|
|
|
|
2024
|
2023
|
|
|
|
|
|
£
|
£
|
|
Cash
flows from operating activities
|
|
|
|
|
|
|
Loss
after taxation for the financial year
|
|
|
|
(18,310,593)
|
(1,494,142)
|
|
Adjustments for:
|
|
|
|
|
|
|
Impairment
of a subsidiary
|
|
|
|
17,760,371
|
-
|
|
Share
option charge
|
|
|
|
-
|
378,632
|
|
Fair
value adjustment of listed shares
|
|
|
|
(3,885)
|
-
|
|
Loss
on derecognition of deferred tax assets
|
|
|
|
12,517
|
-
|
|
Loss
/ (profit) on disposal of investments
|
|
|
|
-
|
300,795
|
|
|
|
|
|
|
|
|
Changes in:
|
|
|
|
|
|
|
Trade
and other debtors
|
|
|
|
(246,715)
|
(2,910,919)
|
|
Trade
and other creditors
|
|
|
|
277,902
|
(43,864)
|
|
|
|
|
|
|
|
|
Net
cash used in operating activities
|
|
|
|
(510,403)
|
(3,769,498)
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities
|
|
|
|
|
|
|
Proceeds
from sale of investments
|
|
|
|
18,410
|
-
|
|
Investments
in subsidiaries
|
|
|
|
(21,774)
|
-
|
|
Net
cash used in investing activities
|
|
|
|
(3,364)
|
-
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
|
Share
issue
|
|
|
|
-
|
3,700,000
|
|
Share
issue expenses paid
|
|
|
|
-
|
(430,000)
|
|
Net
cash used in financing activities
|
|
|
|
-
|
3,270,000
|
|
|
|
|
|
|
|
|
Decrease
in cash and cash equivalents
|
|
|
|
(513,767)
|
(499,498)
|
|
Cash
and cash equivalents at beginning of the year
|
|
|
|
567,414
|
1,066,912
|
|
Cash
and cash equivalents at the end of the year
|
|
|
|
53,647
|
567,414
|
The notes
form part of these Parent Company financial statements.
Tap
Global Group Plc
Notes
to the Parent Company Financial Statements
For
the year ended 30 June 2024
1.
General information
The Parent
Company is a public company limited by shares, registered in
England and Wales. The address of the registered office is 6th
Floor, 60 Gracechurch Street, London, EC3V 0HR, United
Kingdom
2.
Statement of compliance
The Parent
Company financial statements of Tap Global Group Plc (formerly
Quetzal Capital Plc) have been prepared in compliance with United
Kingdom Accounting Standards, including Financial Reporting
Standard 102, “The Financial Reporting Standard applicable in the
United Kingdom and the Republic of Ireland” (“FRS 102”) and the
Companies Act 2006.
3.
Summary of significant accounting policies
The
significant accounting policies applied in the preparation of these
Parent Company financial statements are set out
below.
These
policies have been consistently applied to all years presented
unless otherwise stated.
Basis
of preparation
The Parent
Company financial statements have been prepared on the historical
cost basis, as modified by the revaluation of certain financial
assets and liabilities and investment properties measured at fair
value through profit or loss.
The Parent
Company financial statements are prepared in sterling, which is the
functional currency of the entity.
Going
Concern
The Parent
Company made a loss for the year of £18,310,593 (2023: £1,494,142)
and operating cash outflow of £510,403. These conditions indicate
the existence of material uncertainty which may cast significant
doubt on the Parent Company’s ability to continue as a going
concern. Therefore, the Parent Company may be unable to realise its
assets and discharge its liabilities in the normal course of
business.
The
directors of the parent company are of the opinion that the Parent
Company will have sufficient working capital to meet its financial
liabilities as and when they fall due given that (i) the Parent
Company will be able to raise fund to meet a level sufficient to
finance the working capital requirements of the Parent Company;
(ii) the validity of which depends upon the group restructuring
will be successfully completed; and (iii) the Parent Company and
the group are actively implementing cost-control measures to
improve operating cash flows and its financial position and the
directors of the parent company believe that the performance of the
group will be significantly improved in the forthcoming
year.
Accordingly,
the directors of the parent company are of the opinion that it is
appropriate to prepare the financial statements on the going
concern basis. Should the group be unable to continue as a going
concern, adjustments would have to be made to the financial
statements, to write down the value of assets to their recoverable
amounts, to provide for further liabilities which might arise and
to reclassify non-current assets and non-current liabilities as
current assets and current liabilities, respectively. The effect of
these adjustments has not been reflected in the financial
statements.
Judgements
and key sources of estimation uncertainty
The
preparation of the Parent Company financial statements requires
management to make judgements, estimates and assumptions that
affect the amounts reported. These estimates and judgements are
continually reviewed and are based on experience and other factors,
including expectations of future events that are believed to be
reasonable under the circumstances.
Significant
judgements
The are no
judgements (apart from those involving estimations) that management
has made in the process of applying the entity's accounting
policies and that have a significant effect on the amounts
recognised in the Parent Company financial statements.
Key
sources of estimation uncertainty
Accounting
estimates and assumptions are made concerning the future and, by
their nature, will rarely equal the related actual outcome. There
are no key assumptions and other sources of estimation uncertainty
that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next
financial year.
Investments
Fixed
asset investments are initially recorded at cost, and subsequently
stated at cost less any accumulated impairment losses.
Listed
investments are measured at fair value with changes in fair value
being recognised in profit or loss.
Impairment
of fixed assets
A review
for indicators of impairment is carried out at each reporting date,
with the recoverable amount being estimated where such indicators
exist. Where the carrying value exceeds the recoverable amount, the
asset is impaired accordingly. Prior impairments are also reviewed
for possible reversal at each reporting date.
For the
purposes of impairment testing, when it is not possible to estimate
the recoverable amount of an individual asset, an estimate is made
of the recoverable amount of the cash-generating unit to which the
asset belongs. The cash-generating unit is the smallest
identifiable group of assets that includes the asset and generates
cash inflows that largely independent of the cash inflows from
other assets or groups of assets.
For
impairment testing of goodwill, the goodwill acquired in a business
combination is, from the acquisition date, allocated to each of the
cash-generating units that are expected to benefit from the
synergies of the combination, irrespective of whether other assets
or liabilities of the Parent Company are assigned to those
units.
Financial
instruments
A
financial asset or a financial liability is recognised only when
the Parent Company becomes a party to the contractual provisions of
the instrument.
Basic
financial instruments are initially recognised at the transaction
price, unless the arrangement constitutes a financing transaction,
where it is recognised at the present value of the future payments
discounted at a market rate of interest for a similar debt
instrument.
Debt
instruments are subsequently measured at amortised cost.
Where
investments in non-convertible preference shares and non-puttable
ordinary shares or preference shares are publicly traded or their
fair value can otherwise be measured reliably, the investment is
subsequently measured at fair value with changes in fair value
recognised in profit or loss. All other such investments are
subsequently measured at cost less impairment.
Other
financial instruments, including derivatives, are initially
recognised at fair value, unless payment for an asset is deferred
beyond normal business terms or financed at a rate of interest that
is not a market rate, in which case the asset is measured at the
present value of the future payments discounted at a market rate of
interest for a similar debt instrument.
Other
financial instruments are subsequently measured at fair value, with
any changes recognised in profit or loss, with the exception of
hedging instruments in a designated hedging
relationship.
Financial
assets that are measured at cost or amortised cost are reviewed for
objective evidence of impairment at the end of each reporting date.
If there is objective evidence of impairment, an impairment loss is
recognised in profit or loss immediately.
For all
equity instruments regardless of significance, and other financial
assets that are individually significant, these are assessed
individually for impairment. Other financial assets are either
assessed individually or grouped on the basis of similar credit
risk characteristics.
Any
reversals of impairment are recognised in profit or loss
immediately, to the extent that the reversal does not result in a
carrying amount of the financial asset that exceeds what the
carrying amount would have been had the impairment not previously
been recognised.
4.
Auditors’ remuneration
|
|
2024
|
2023
|
|
|
£
|
£
|
|
|
|
|
|
Fees
payable for the audit of the Parent Company financial
statements
|
30,000
|
25,000
|
5.
Employees and directors
The
average monthly number of persons employed by the Parent Company
during the year was as follows:
|
|
|
|
2024
|
2023
|
|
|
|
|
|
|
|
Directors
|
|
|
4
|
5
|
|
Employees
|
|
|
1
|
1
|
The
aggregate payroll costs incurred during the year, relating to the
above, were:
|
|
|
|
2024
|
2023
|
|
|
|
|
£
|
£
|
|
|
|
|
|
|
|
Directors
|
|
|
250,910
|
269,007
|
|
Employees
|
|
|
50,000
|
33,333
|
Additional
social security costs amounted to an additional £29,770, (2023:
£19,595).
Currently
all employees and directors are opted-out of a workplace pension
and no pension contributions are made by the Parent Company on
their behalf.
6.
Investments
|
|
Shares
in group undertakings
|
Other
investments other than loans
|
Total
|
|
|
£
|
£
|
£
|
|
|
|
|
|
|
Cost
|
|
|
|
|
As at 1
July 2023
|
20,250,000
|
16,512
|
20,266,512
|
|
Additions
/ (Disposals)
|
21,774
|
(14,525)
|
7,249
|
|
Balance
at 30 June 2024
|
20,271,774
|
1,987
|
20,273,761
|
|
|
|
|
|
|
Accumulated
impairment
|
|
|
|
|
Impairment
|
17,760,371
|
-
|
17,760,371
|
|
Balance
at 30 June 2024
|
17,760,371
|
-
|
17,760,371
|
|
|
|
|
|
|
Carrying
amount
|
|
|
|
|
As at 30
June 2023
|
20,250,000
|
16,512
|
20,266,512
|
|
As
at 30 June 2024
|
2,511,403
|
1,987
|
2,513,390
|
6.
Investments
(continued)
|
The Parent
Company holds the share capital of the following
companies:
|
|
|
|
|
|
|
|
|
|
|
Subsidiary
|
Country
of registration / incorporation
|
|
Class
|
|
Shares
Held %
|
|
Tap Global
Ltd
|
Gibraltar
|
|
|
|
Ordinary
|
|
100
|
|
Tap
Technologies Limited
|
Gibraltar
|
|
|
|
Ordinary
|
|
100
|
|
Tap
Americas LLC
|
United
States of America
|
|
Ordinary
|
|
100
|
|
Tap Greece
Single Member P.C.
|
Greece
|
|
|
|
Ordinary
|
|
100
|
|
|
|
|
|
|
|
|
|
7.
Debtors
|
|
|
|
2024
|
2023
|
|
|
|
|
£
|
£
|
|
|
|
|
|
|
|
Prepayments
and accrued income
|
|
|
50,575
|
12,997
|
|
VAT / PAYE
liability
|
|
|
18,664
|
-
|
|
Amounts
owed from group undertakings
|
|
|
190,472
|
-
|
|
|
|
|
|
|
|
|
|
|
259,711
|
12,997
|
£4 (2023:
£296) of other debtors represent funds held as a cash balance in a
brokerage account.
8.
Creditors falling due within one year
|
|
|
|
2024
|
2023
|
|
|
|
|
£
|
£
|
|
|
|
|
|
|
|
Trade
creditors
|
|
|
58,768
|
7,450
|
|
Accruals
|
|
|
44,574
|
88,650
|
|
|
|
|
103,342
|
96,100
|
9.
Provisions
|
|
Deferred
tax
|
|
Carrying
amount
|
£
|
|
|
|
|
As at 1
July 2023
|
(12,517)
|
|
|
|
|
Movement
|
12,517
|
|
|
|
|
Balance
at 30 June 2024
|
-
|
10.
Deferred tax
The
deferred tax included in the statement of financial position is as
follows:
|
|
2024
|
2023
|
|
|
£
|
£
|
|
|
|
|
|
Included
in provision (note 10)
|
-
|
(12,517)
|
|
|
|
|
|
|
-
|
(12,517)
|
The
deferred tax account consists of the tax effect of timing
differences in respect of:
|
|
2024
|
2023
|
|
|
£
|
£
|
|
|
|
|
|
Revaluation
of listed investments / financial assets
|
-
|
(12,517)
|
|
|
|
|
|
|
-
|
(12,517)
|
11.
Called up share capital
|
|
2024
|
2023
|
|
COMPANY
AND GROUP
|
No.
|
£
|
No.
|
£
|
|
|
|
|
|
|
|
Ordinary
shares of £0.001 each
|
693,409,624
|
693,410
|
693,409,624
|
693,410
|
|
Deferred
shares of £0.099 each
|
15,455,115
|
1,530,056
|
15,455,115
|
1,530,056
|
|
|
|
|
|
|
|
|
708,864,739
|
2,223,466
|
708,864,739
|
2,223,466
|
12.
Share options and share warrants
The Parent
company grants share options to employees as part of the
remuneration of key management personnel and directors to enable
them to purchase ordinary shares in the Parent company. Under the
plan, 1,125,000 options were granted for no cash consideration for
a period of 2 years expired on an extended date of
31 December
2023. The share options outstanding at 30 June 2023 had a weighted
average remaining contractual life of 0.5 years. Maximum term of
new options granted was 2 years from the grant date. The weighted
average exercise price of share options in 2023 was £0.00427. All
share options have lapsed in 2024.
|
Name
of grantee
|
Expiry
date
|
Exercise
price
|
Outstanding
as at 30 June 2023
|
Lapsed
during the year
|
Outstanding
as at 30 June 2024
|
|
John
Taylor
|
31
December 2023
|
GBP0.06
|
150,000
|
(150,000)
|
-
|
|
John
Taylor
|
31
December 2023
|
GBP0.08
|
150,000
|
(150,000)
|
-
|
|
John
Taylor
|
31
December 2023
|
GBP0.10
|
150,000
|
(150,000)
|
-
|
|
Fungai
Ndoro
|
31
December 2023
|
GBP0.06
|
112,500
|
(112,500)
|
-
|
|
Fungai
Ndoro
|
31
December 2023
|
GBP0.08
|
112,500
|
(112,500)
|
-
|
|
Fungai
Ndoro
|
31
December 2023
|
GBP0.10
|
112,500
|
(112,500)
|
-
|
|
Simon
Grant-Rennick
|
31
December 2023
|
GBP0.06
|
37,500
|
(37,500)
|
-
|
|
Simon
Grant-Rennick
|
31
December 2023
|
GBP0.08
|
37,500
|
(37,500)
|
-
|
|
Simon
Grant-Rennick
|
31
December 2023
|
GBP0.10
|
37,500
|
(37,500)
|
-
|
|
Anthony
Quirke
|
31
December 2023
|
GBP0.06
|
75,500
|
(75,500)
|
-
|
|
Anthony
Quirke
|
31
December 2023
|
GBP0.08
|
75,500
|
(75,500)
|
-
|
|
Anthony
Quirke
|
31
December 2023
|
GBP0.10
|
75,500
|
(75,500)
|
-
|
|
|
|
|
1,126,500
|
(1,126,500)
|
-
|
Share
Warrants
The group
has 39,444,445 share warrants with each warrant giving the holder
the right to subscribe for one ordinary share in the group at a
price of £0.08 per share and will expire on 10 January
2026.
Furthermore,
the group has an additional 1,000,000 share warrants with each
warrant giving the holder the right to subscribe for one ordinary
share in the group at a price of £0.045 per share and will expire
on 10 January 2028.
|
Name of grantee
|
Expiry date
|
Exercise price
|
Outstanding as at 30 June 2023
|
Granted/(lapsed) during the year
|
Outstanding as at 30 June 2024
|
|
John Taylor
|
9 January 2026
|
GBP0.08
|
34,444,445
|
-
|
34,444,445
|
|
John Taylor
|
9 January 2028
|
GBP0.045
|
1,000,000
|
-
|
1,000,000
|
|
Riverfort Global Capital Ltd
|
9 January 2026
|
GBP0.08
|
5,000,000
|
-
|
5,000,000
|
|
|
|
|
40,444,445
|
-
|
40,444,445
|
The fair
value of the share options expired during the year was £378,632
being the value of the options and warrants attributable to the
vesting periods to 30 June 2024. The volatility is set by reference
to the historic volatility of the share price of the
Company.
|
|
|
Share warrants
|
Share warrants
|
|
Share price as at grant date
|
|
GBP 0.0375
|
GBP 0.0375
|
|
Exercise price
|
|
GBP 0.045
|
GBP 0.08
|
|
Expected volatility
|
|
62.1%
|
62.1%
|
|
Expected life of warrants
|
|
5 years
|
3 years
|
|
Risk free rate
|
|
4.764%
|
4.875%
|
|
Expected dividend yield
|
|
0%
|
0%
|
Total
estimated fair value of the share warrants granted on the date was
£378,632.
13.
Events after the end of the reporting period
On 15
November 2024, it was announced that the Company’s revenue did not
meet the Milestone 1 performance hurdle, resulting in the
non-vesting of Milestone 1 LTIP Options. Additionally, Arsen
Torosian, Group CEO, relinquished his rights to the Milestone 2
LTIP Options, leading to the cancellation of the LTIP Plan and the
removal of up to 69.5 million potentially dilutive
instruments.
On 18
November 2024, the Board has granted 30,000,000 share options to
the following Directors:
|
Director
|
No.
of Options Granted
|
|
Arsen
Torosian, Group CEO
|
20,000,000
|
|
John
Taylor, Non-Executive Director
|
10,000,000
|
The
options are exercisable at a price of 3.0p per ordinary share for
up to 10 years.
Peter Wall
was appointed as a Non-Executive Director on 18 November 2024 and
was granted 30,000,000 share options exercisable for up to 10 years
at a price of 2.5p.
-
The
vesting schedule for these options is as follows:25% will vest six
months after the date of grant.
-
25% will
vest when the share price reaches a bid price of 15p.
-
25% will
vest when the share price reaches a bid price of 25p.
-
25% will
vest when the share price reaches a bid price of 50p.
No other
matters or circumstances have arisen since the end of the financial
year which significantly affected or may significantly affect the
operations of the group, the results of those operations or the
state of affairs of the group in future financial years.
14.
Related party transactions
All
transactions with Directors are included within Notes 5 and
13.
15.
Controlling party
The
directors consider that there is no ultimate controlling
party.
Notice of Annual General Meeting
The Annual General Meeting of shareholders will be held at 10:00
a.m. (London Time) on 3 February 2025, at the offices of
Shakespeare Martineau LLP, 60 Gracechurch St, London EC3V 0HR.
Copies of the Notice of Annual General Meeting and Form of Proxy
will be sent to shareholders in due course. The Notice of Annual
General Meeting is available on the Company’s website at
https://investor.tap.global/investors/financial-reports-documents.
