June 2014
COMS PLC
Report and Accounts for the year 
ended 31 January 2014 2
Contents
©2014 Coms PLC | www.coms.com
Contents
Contents 2
Financial highlights 3
Chairman’s statement 4
Chief executive’s statement 5
Strategic report 11
Directors  18
Company information 19
Company advisers 20
Directors’ report 21
Auditors’ report 26
Consolidated income statement 28
Consolidated statement of financial position 29
Consolidated statement of cash flows 30
Consolidated statement of changes in equity 31
Company income statement 32
Company statement of financial position 33
Company statement of cash flows 34
Company statement of changes in equity  35
Notes to the consolidated financial statements 36 3
Financial highlights
©2014 Coms PLC | www.coms.com
Financial highlights
2014 2013
Continuing operations
Revenue 14,002,866 1,621,960
Gross profit 4,755,050 929,576
EBITDA/(LBITDA) 1,495,958 (797,421)
Profit/(loss) before taxation 1,241,455 (936,415)
Loss on discontinued operations (344,731) (291,104)
Taxation 117,330 -
Total Profit for year 1,014,054 (1,227,519)
Net cash balances 998,947 171,962
Consolidated net assets 15,990,716 2,070,880
Earnings per share - basic 0.24p (0.40p)
Earnings per share - diluted 0.22p (0.40p)
Earnings per share on discontinued operations - basic (0.06p) (0.12p)
Earnings per share on discontinued operations - diluted (0.05p) (0.12p)
Income from continuing operations increased by 863%
Gross profit from continuing operations increased by 511%
CORPORATE HIGHLIGHTS
n  New Board –Iain Ross as Independent Non-Executive Chairman, Stephen Foster and Diana Dyer Bartlett as 
Independent Non –Executive Directors.
n New Advisers – Charles Stanley Securities appointed as the Company’s Nominated Adviser and Joint Broker.
n Major Acquisitions: - ADLS 24 (May 2013), Premium O (May 2013) and Redstone (November 2013).
n £1.5m issue of equity and warrants in May 2013.
n £3m through the exercise of shareholder warrants.
n £4.8m via issue of equity in October 2013.
Post-Period Events
n  February 2014 - Comp plc acquires certain subsidiaries of Actimax Acquisitions Limited, trading as Cloud XL and raises 
£8.3m through a placing to new and existing investors.
n March 2014 - Coms plc acquires entire share issue of Smarter Mobile UK Limited.
n April 2014 – Coms plc appoints Brendan Loughrey as COO 4
Chairman’s statement
©2014 Coms PLC | www.coms.com
CHAIRMAN’S STATEMENT
Dear Shareholder,
2013/14 was a pivotal year for Coms plc. In early January 2013 with the investment by, 
and appointment of, Dave Breith as CEO the Company secured the leadership and 
vision it so desperately needed. The turnaround in the Company’s prospects since 
his appointment has been remarkable. Early on Dave developed, implemented and 
communicated his ‘blueprint’ for the Company and through structural re-organisation, 
an aggressive M&A strategy coupled with numerous initiatives designed to promote 
significant organic growth, he has created the foundations upon which he and his 
professional management team can build a truly outstanding company.
During the year the Company has made good progress in developing a sound 
technology platform and through its acquisition of third party companies including 
Redstone and more recently Cloud XL it has ensured an ever increasing revenue base 
which will provide the funding required to build a sustainable long term business. 
As a consequence in 2014 and beyond, whilst we will continue to manage the business 
on a financially prudent basis your Board and management we will continue to strive 
to achieve our goal of building substantial shareholder value in the medium and long 
term. We will continue to assess both organic growth as well as M&A opportunities.
Corporate Governance
The Directors remain committed to maintaining the highest standards of 
transparency, ethics and corporate governance, whilst also providing leadership, 
controls and strategic oversight to ensure we deliver sustainable value to all the 
Company’s shareholders. 
Each non-executive Director brings independence of character and judgement to the 
role. Board and Committee meetings are characterised by robust, constructive debate 
based upon reporting from management and the Board keeps its performance and 
core governance principles under regular review. The Company’s non-executive 
Directors have extensive experience and impressive track records in corporate 
development and we are very lucky to have been able to attract them to join the 
Company and the Board will continue to evaluate the balance of skills, knowledge 
and experience amongst its members.
With the first phase of our transformation completed, I want to thank the Board, the 
management and the staff for their tireless efforts during a challenging but rewarding 
12 months. As Chairman it has been a pleasure to work with Dave Breith and his team 
and I look forward to working with them on the next phase of the transformation as 
we build our revenue base and realise the value from our technology platform, which 
is of the highest quality.
Finally I would like to thank the shareholders for their support and I look forward to 
working more closely with you over the coming 12 months.
Iain G Ross 5
Chief Executive’s statement
©2014 Coms PLC | www.coms.com
Chief Executive’s statement
I am pleased and honoured to report on the company’s performance for my first full 
year as Chief Executive. Throughout the period my actions have been governed by 
several established mantras. 
Ensure financial viability….
The 2013/14 audited accounts are extremely positive in that during the year we 
generated revenues in excess of £14m (2013: £1.6m) which coupled with a significantly 
re-aligned cost base resulted in the Company starting the 2014/15 financial year with 
£0.98m of cash available to it (2013/14: £0.2m). The EBITDA for the year on continuing 
operations was £1.50m (2013: loss of £0.8m) and the profit before tax on continuing 
operations was £1.24m (2013: £0.9m). These numbers speak for themselves when 
compared to the previous year’s performance.
This business is now financial viable, substantive and sustainable.
Get the right people to focus on the hard decisions early on….
Following my appointment in early 2013 and supported by some truly robust 
managers we embarked upon a turnaround of the business, which has had an 
incredible impact. We were presented with some significant and serious challenges as 
early in my tenure it became apparent that the business was in need of “life support” 
and I cannot over emphasise the task that has been achieved to date. Whilst we had 
the intention and ambition to grow the business from day 1, in the early days we were 
hindered by a plethora of unresolved matters, which were a legacy from the past. 
As a result dealing with, and addressing issues from the past, has taken up more time 
this year than I had hoped. Having said this with careful planning and an eye on our 
strategic goals the Coms team has done an incredible job to get us to where we are 
now. As our business matures so will our people who have an unquenchable thirst for 
success and a ‘can do’ attitude which I intend to continue to harness.
I have my team in place.
Plan, implement, acquire and integrate… 
Some of the key highlights and challenges addressed in the year are outlined below: 
Whilst we have looked to develop and organically grow our core business I made it 
clear from the date of my appointment that I wanted to implement a comprehensive 
M&A strategy. As a consequence we have made 10 acquisitions of varying size during 
the year all of which have allowed us to significantly expand our technology offering 
and capabilities, broaden our business and customer base, and markedly increase our 
revenue generating capability.
However the key is not only identifying the right sort of business to acquire but also 
integrating the acquired business effectively and ensuring there is no duplication 
in the on-going cost base. Easier said than done I can assure you and although I 
am pleased to report that the Coms team has dealt well with all the integration 
challenges of the acquired businesses I would just like to highlight some of the 
challenges with which we have had to deal.
Cont. 6
Chief Executive’s statement
©2014 Coms PLC | www.coms.com
Systems – The Company was running various billing platforms and multiple servers 
for email, domain control, different versions of software and finance products. So for 
each business that we have acquired, we have and continue to ensure they are moved 
onto the Company’s billing and telecom ERP platform known as AskMerlin. Bespoke 
finance products are being rolled out throughout the Group companies and an 
internal secure wide area network across our locations has been installed and is being 
utilised. Video conferencing will also be adopted across our locations in due course. 
All the ‘acquired businesses’ now share the same infrastructure and where possible 
software, platforms etc. This has created a “one company, one ethos” attitude 
amongst our people and has assured our internal communication and processes are 
aligned throughout  
the organisation.
Personnel – The Company now has circa 400 staff and as a consequence it has 
undergone substantive restructuring with us adopting a centralised departmental 
approach whereby now all HR, Marketing, Media, Internal Networks and the majority 
of Operations fall under a single head of department. Bringing this many people 
together and working as “One Company” has been challenging but also good fun 
and rewarding by seeing the positive attitude within our people, pulling in the same 
direction and the enthusiasm they have to succeed.
Location, Location, Location. – As a result of our aggressive acquisition 
strategy we have acquired numerous offices and warehouses in a variety of locations 
throughout the country and we have actively sought to rationalise these quickly 
and efficiently. During the year we have closed our old headquarters in Cannon Street, 
London, three further offices in the West End of London and a small office in Oldham. 
There have been, further office closures in Loudwater, Elstree and Spalding plus 
warehouses closed in Basildon and Watford. In total we have closed 10 locations as 
part of our M&A integration programme. 
At the time of writing the Company has 4 main locations, - Head office (Stokenchurch, 
Buckinghamshire), Old Broad Street (London), Basildon and a Warehouse (Becton). In 
late 2013 we moved into our new state of the art 22,000 square foot Head office for 
which we have negotiated a lease, paying 3.5 years rent over a 5-year period. 
In July 2014 we will close our 5,500 square foot offices in Old Broad Street, London, 
which we have outgrown and we will open a new 12,500 square foot office in High 
Holborn, which will be our “Coms London Showcase” and will incorporate a media 
studio in order that live broadcasts can be achieved. We anticipate renting the 
facility out to BBC and other large broadcasters. In addition in June 2014 we will close 
down our 5,000 square foot offices in Basildon in favour of a new 10,500 square foot 
office in Brentwood which will predominantly house direct sales, NOC and network 
personnel, project management, pre-sales and some aspects of the finance function. 
The Company has also opened a new 12,000 square foot warehouse in Becton.
Creating the right working environment and motivation for our 
people – All staff across the organisation have been, and are being aligned through 
the provision of pension schemes, death in service benefits and private health care 
as appropriate in contrast to the past where 80% of the staff had no benefits at all. 
These additional benefits are worth the investment not only because it demonstrates 
how the Company feels about its staff and recognises how valuable they are but also 
this benefit is easily measured in the enthusiasm and drive into which it translates.  
We adopted a staff incentive scheme early 2013, which has helped further motivate 
our team and I am pleased to report that this scheme will be rolled out over the next 
3 years where every member of staff will be given the option to participate. This will 
increase the motivation throughout the Group.
Cont. 7
Chief Executive’s statement
©2014 Coms PLC | www.coms.com
New Initiatives – We don’t intend to rest on our laurels and new initiatives are 
being introduced to drive our business and our people forward. A “Coms Academy” 
will be launched whereby every member of staff will undergo training for all products 
and services across the Group. The Company believes that this investment in its 
people will further drive more ambassadors in the business, which will have long term 
benefits for both the Company and the individuals.
Cash Management and Finance – Dealing with multiple businesses, 
different systems and cash management has needed close attention to detail. I am 
pleased to report that the hard work done implementing strict process from the day I 
started in the business has paid off as the business runs on a single reporting structure 
and is moving towards a single instance of Sage 1000. This will align all of the various 
elements of the business and drive all reports throughout our AskMerlin platform. 
Cash balances in the Group have remained positive throughout the year and tight 
controls on cash and credit-control continue to be adhered to. During the year the 
Company had to work with 6 separate banks and a move to a lead and sole Bank is 
underway; this is expected to be completed within the first half of the 2014/15 year.
We have integrated our businesses.
Focus on the Business…..
During the year the Company signed up numerous deals and contracts, raised 
new funding and made some significant acquisitions. As with any rapidly growing 
organisation there were some initiatives which surpassed our expectations and there 
were others that did work out as originally intended. A brief overview including the 
pluses and minuses is as follows:
In February 2013 the Company agreed through a related party transaction to acquire 
the database and customers of World Telecom. This database was acquired from a 
company that belongs to me and had a list of nearly 50,000 large corporate customers 
including Virgin Atlantic, Xerox, BOC Gases, Thermo Electron, Bank of New York, 
American Express, British American Tobacco and Rio Tinto and was already generating 
£50,000 per annum. The acquisition has proven to be a success and has provided Coms 
with an increased blue chip customer base into which it is selling its telephony services.
Concurrently through another related party transaction the Company licensed the 
software “AskMerlin” from AskMerlin Limited, which is owned by me, for an initial period 
of six months. Subsequently this licence was extended on an exclusive basis. The 
AskMerlin platform is a fully automated piece of telecoms software that has zero 
touch capability for all products and services that the Company is deploying. It has been 
utilised as an integration tool to support the Company’s ongoing acquisition strategy.
For both these transactions the independent directors, having consulted with the 
Company’s nominated adviser, considered that the terms of the transactions were fair 
and reasonable insofar as the Company’s shareholders are concerned.
In March 2013 the Company signed a 24 Month partner contract with Worldstone to 
commit to add an additional 400 hosted seats per month, for a minimum period of 
24 months, selling across the international reseller base of Worldstone. By the end of 
the term it was intended that the additional seats would effectively double the size of 
the existing Coms core business. Unfortunately this project has not been a success and 
whilst there has been an on-going dialogue in respect of the contract, I am very sad to 
report that during the period the MD of Worldstone became terminally ill and died. 
This has resulted in a restructuring of Worldstone (which is part of Jersey Telecom) 
and the contract has been terminated by mutual consent on compassionate grounds.
Cont. 8
Chief Executive’s statement
©2014 Coms PLC | www.coms.com
In April 2013 the Company announced that it had signed a contract to sell broadband 
and lines to an outsourcing company with turnover of over £2.0 billion. At the time 
for reasons of confidentiality, we were restricted from providing more detail on the 
contract or the client company. Subsequently in June we were able to provide an 
update to the market and to identify the client as MITIE Property Services Limited 
(“MITIE”). MITIE, whose clients include Local Authorities, Housing Associations 
and Registered Social Landlords has been working with Coms to deliver low cost, 
sustainable broadband services to tenants as part of a digital inclusion and energy 
monitoring initiative across the social housing ‘estate’. Coms is providing an end 
to end managed broadband solution on 24 month individual contracts, on behalf 
of MITIE to its respective clients. Since this contract was first announced, Coms 
has commenced the installation of lines, whilst establishing the initial processes 
and workflows of the project with MITIE and its respective third parties. Together 
we have been securing the resources to deliver a best in class service across the 
social housing sector. However the roll out of this project has been a lot slower 
than anticipated and aspects of the project had to be delayed due to general roll 
out process. As a result the Company saw very little revenue during the year from 
this project with only some £60k being billed. Having said this as a result of intense 
discussions we have been able to sort out all the teething problems and remain 
confident we will start to see a major impact in the 2014/15 and 2015/16 financial years.
In May 2013 the Company announced it had acquired the broadband customers and 
certain other assets of So Purple Tech Limited trading as “ADSL24” . This included 
almost 4,000 broadband customers as well as cloud based mail and hosting. This 
acquisition has proven a great success and has provided the Company with further 
upsell opportunities on the broader range of services that we offer. As well as 
acquiring the entire issued share capital of Premium-O Limited.
Also in May the Company announced that it had raised £1.5m before expenses, 
through the issue of 81,081,081 new ordinary shares of 0.1 pence each (“Ordinary 
Shares”) at a price of 1.85 pence. Under the terms of the deal, each new Ordinary 
Share had a warrant attached, entitling its holder to subscribe for additional 
Ordinary Shares at an agreed exercise price of 3.7 pence per share. Under specified 
circumstances, these warrants were able to be exercised at any time up to 24 months 
from the date of the agreement and subsequently a further £3m was raised in  
August 2013 and the warrants exercise totalled 157k. 
In addition in May 2013 the Company announced that it had successfully been 
added to the Government framework procurement “G-Cloud III” , being services 
accessible through the Cloudstore. Cloud computing and Cloud based services have 
brought stepped changes in the economics and procurement of such services. The 
Government Cloud strategy is aiming to achieve large, cross government economies 
of scale, to take advantage of new technologies in order to deliver faster business 
benefits and reduce cost; meet environmental and sustainability targets; and allows 
the government to procure in a way that encourages a dynamic and responsive 
supplier marketplace and supports emerging suppliers. Coms plc was successful in 
submitting 5 services: Hosted telephony; SIP trunking; Lync 2010 Enterprise Voice; 
Integrated Mobile and Hosted Openscape Unified Coms. Concurrently the Cabinet 
Office announced that Government departments buying IT products and services 
are now obliged to consider solutions offered by G-Cloud providers before they can 
consider alternatives.
Cont. 9
Chief Executive’s statement
©2014 Coms PLC | www.coms.com
In June 2013 the Company announced that via a related party transaction it had 
acquired two sets of telecoms and IT hardware used in providing data networks. The 
Company acquired one set of assets from me and a further set of assets from TFM 
Networks Limited. This equipment provides Coms with a proprietary platform that 
has enabled the Company to offer a wide range of voice and data services. Having 
its own hardware has reduced the Company’s costs, given additional flexibility and 
enhanced resilience. The independent directors, having consulted with the Company’s 
nominated adviser, considered that the terms of the transaction were fair and 
reasonable insofar as the Company’s shareholders are concerned.
In October 2013 the Company announced that it had raised some £4.8m before 
expenses through the placing of 167,586,000 new ordinary shares at 3 pence per share, 
with certain institutional and other investors. The placing was undertaken in response 
to institutional demand to support the Company’s stated strategy of building a full 
service telecommunications business via organic growth and acquisition. 
In November 2013 the Company announced that it had conditionally agreed to 
acquire from Redstone plc, its subsidiary, Comunica Holdings Limited and its wholly 
owned subsidiaries Comunica Group Limited and Redstone Converged Solutions 
Limited (together “Redstone”), a significant player in the UK Information Technology 
and Communications sector. Redstone is a leader in infrastructure, smart buildings 
and support services with a strong financial services client base. Founded in 1995, 
Redstone has a strong recognisable brand and has grown to an over £30 million annual 
revenue base with 300 staff. In the year ended 31 March 2013, Redstone reported 
revenue of £30.8 million and EBITDA of £2.5 million. Redstone has a list of blue chip 
clients and partners including Cisco, IBM and HP, and Coms has identified potential 
for growth in new markets and industries for the enlarged Coms Group. 
Although the true impact of the Redstone acquisition is yet to be realised in financial 
terms, this acquisition is earnings enhancing and provides Coms with the scale needed 
to further build the Coms group of companies. It provides a significant increase 
in income generation to fund the enlarged business and also establishes a sound 
infrastructure, which allows the Coms group to provide an integrated service for 
our customers from “telecoms connectivity through to telecoms solutions” . Whilst 
Redstone continues to operate as a subsidiary of Coms plc we have already gained 
significant commercial synergies and cost savings by bringing these two businesses 
together under the Coms umbrella. As a result in 2014/15 and beyond we will achieve 
a significant uplift in operating profit, access to European markets currently served 
by Redstone and a significant ‘value add’ to customers of both businesses. This 
acquisition fundamentally changed the dynamics of our business and positioned us 
for the next phase of growth.
In December 2013 the Company announced the formation of a new subsidiary,  
Coms Media Ltd, following the acquisition of the media, design and animation 
specialist companies, Clicks Media Studios Ltd and Darkside Animations Ltd. Through 
these acquisitions the Company established a unique in-house capability, which has 
further strengthened Coms’ abilities to produce new, exciting and dynamic content 
in its established markets of cloud based solutions, hosted telephony, broadband and 
mobile. Both Clicks Media Studios Ltd and Darkside Animations Ltd have established 
a successful track record in delivering cutting edge content for digital and non-digital 
environments to a wide client base which includes BBC, ITV, Virgin Media, Discovery 
Channel, National Geographic, Saatchi, Google, Warner Brothers, Channel 5, Universal 
Studios, Disney and Rolls Royce.
Cont. 10
Chief Executive’s statement
©2014 Coms PLC | www.coms.com
Through Coms Media these companies provide Coms and its customers with a 
unique in-house creative capability, including branding, video production, media 
services, radio and TV advertising expertise, digital applications, merchandise 
implementation and presentation production. In addition, they offer commercial 
benefits to clients and channel partners - prospective and current - by providing a full 
suite of communications products and services from managed services to hardware 
to creative output. As an example this might include provision of everything from 
broadband, VOIP telephony and mobile to websites, apps and customer engagement 
campaigns using cutting edge digital technology. Through these acquisitions, multiple 
‘touch points’ have been created to buy and engage with the Coms.
Focus on the Brand...
Whilst we have been very active in terms of acquisitions, organic growth will remain 
the key to our success going forward. As a result during the latter part of the year 
under review we implemented a “Back to Basics” look at how we market the business 
and help drive sales. This has resulted in the recently announced rebranding of the 
business including new websites, new marketing material etc. 
The Future and Outlook… 
I remain very excited and committed to building Coms plc. The recent appointment 
of Brendan Loughrey as Chief Operating Officer confirms our intent on ensuring that 
we consider every aspect of the business whether that be servicing clients, delivering 
new deals or ensuring through our branding campaign that we enhance our profile 
in the market place. The pipeline of sales opportunities is expanding and as the year 
progressed we saw our teams close more than our fair share of contracts.
With additional management support the Company is able to research a global model 
and opportunities. I intend to make Coms a global household brand over the coming 
years and accordingly we intend to employ the services of Gartner Inc to help us 
refine our value proposition and ‘go to market’ strategy over the coming months. I 
believe that this investment will be invaluable in the medium to long term and we will 
report on our progress in due course.
In conclusion 2013/14 has been a year of change with several acquisitions and we 
have successfully integrated these new businesses both operationally and financially 
ensuring where possible we immediately remove duplicated costs. However, 
inevitably as the organisation integrates and becomes more efficient, additional 
savings will be identified.
Having reviewed current trading, commercial prospects and the cost of on-going 
integration initiatives I am pleased to report that the Board remains confident that 
the current 2014/15 market estimates revenue and profit before tax remain valid. 
However it is anticipated there will be a carry over of one–off re-organisation costs, 
which may impact performance in the first half of 2014/15 but which will be fully 
recovered in the second half of 2014/15 ensuring we perform in line with current 
market expectations 
Whilst I see the year ahead as presenting many challenges, these are all borne out of 
our success to date and I know I have now got the team in place to ensure the business 
continues to grow, that I will continue to have sleepless nights BUT that I will jump 
out of bed every morning through pure excitement of going to work at Coms.
Finally I want to thank the Board, all my staff at Coms and the shareholders for  
their support. 
David Breith
CEO 11
Strategic review
©2014 Coms PLC | www.coms.com
STRATEGIC REVIEW
Business model and overview
The Coms business model is to operate as a provider of telecommunications and infrastructure. Our goal is to establish 
Coms as an end-to-end provider of choice whereby the Company from start to finish can service a customer’s needs by 
providing both voice and data connectivity to a customer’s premises and the infrastructure within those premises directly 
to the phone or device and keyboard. Thereafter, once installed Coms will provide support to manage the services either 
remotely or place members of our workforce on site. As a consequence Coms has a unique hybrid business model. 
Traditionally a ‘telecom provider’ such as BT installs the connectivity and an ‘infrastructure partner or systems integrator’, 
such as Computacenter, installs and manages the servers and devices. Coms has established a hybrid model which sets it 
apart from the major players in this sector in that customers can enjoy a “one stop shop” and through our product and 
service menu system can take as little or as many services as they wish.
The story
Coms is establishing an ever increasing profile for the Coms brand and benefits of that brand. The Coms name and 
domain names state exactly what we do. In addition, the Company owns the Redstone brand, which over many years has 
established a reputation for delivering high quality services to its customers. Redstone delivers a “better than bought” 
portfolio. The Company’s brands individually are both extremely powerful and by combining the services while at the 
same time retaining both identities the Company is fast becoming a major force within the sector.
Short, medium and long term drivers
Our short-term strategic goal is to align the ‘customer facing’ elements of our proposition, networks, websites etc. 
whilst streamlining the non-customer facing elements such as internal networks, software and systems. By concurrently 
communicating within our own environment, we aim to be 100% efficient internally which will then translate externally. 
The medium term strategic goal, upon which there is an increasing focus within the organisation, is to ensure that 
our proposition is established internally throughout the Company and that consistent, precise and clear messages 
are promoted externally. Our goal is to ensure that our existing customer base and potential new customers clearly 
understand with ease our message and immediately recognise the products and services we offer and that they can 
purchase them with the same amount of simplicity. By establishing this position the Company will be looking to reward 
its shareholders through dividend payments during the next phase of our strategy.
The long-term strategy is to ensure we grow the business through continuous improvement on everything we offer. 
In addition internally we will continue to invest in our people in order that they able to promote with confidence 
everything that the Company does as well keeping the flexibility to bespoke our services as necessary in a seamless and 
trouble free manner for our customers. 
n  Short term strategy is to complete the integration of the recent acquisitions and to complete the foundation of a 
successful hybrid telecoms and infrastructure business in the UK
n Medium term strategy is to become a more profitable business in the UK and start to pay dividends
n  Longer term strategy is to replicate the business model in other suitable parts of the world to provide a world-class 
global telecoms and infrastructure business serving clients ranging from individuals to small businesses to  
multi-national corporations… 12
Strategic review
©2014 Coms PLC | www.coms.com
Investment case
Coms is an innovator of business communications. Our approach has seen us grow rapidly into a technology leader 
across multiple channels. Our business strategy targets our strengths which are delivering unique solutions via a bespoke 
telecoms ERP platform. It is this platform that makes us the envy of many. It allows us to scale our business exponentially, 
reaping further growth and further returns for our investors.
Coms recognises the importance of consistency. This is why we are steadfast in our vision to deliver solutions that bring 
greater efficiency, productivity and profitability to our customers. It’s this approach which stands us apart from our 
competitors and is what drives the delivery of organic growth alongside acquisition. We never lose sight of the detail and 
this is why the strides we have taken to date, will appear tiny in years to come.
We have exciting plans for the future and we have identified key growth areas which include expansion into new 
territories, investment into new solutions and development of our key asset – our staff. Our passion, talent and proven 
strategy for growth present a unique and exceptionally valuable long term investment for our stakeholders.
How strategy will help achieve corporate objectives
Delivery and execution of the strategy is and will continue to be the key to our success. The Company is focused on its 
targets and goals as outlined within the strategy. The Company’s standard operating procedures and key performance 
indicators, coupled with the professional disciplines that have been established means we are set to continue “to achieve, 
and exceed” .
How strategy builds on business model
The company’s business model is set with the ‘end in mind’ whilst our strategy is the foundation upon which the 
execution is built.
How strategy reflects what is happening in the market
It is critical that we are able to try and foresee what is happening in our market place and to have the foresight to predict, 
envisage, imagine and create the future evolution of technology. This is key within our strategy so that we understand 
the services delivered today are as future proof as possible, and that they can be upgraded if required in order that the 
our business is evolving to meet the changing needs of our customers and staff.
How performance throughout the year demonstrates strategy in action
The business only succeeds through continuous improvement and delivery of the required strategic performance, which 
is measured on a regular basis. Through objective assessment, employing the ability to see good and bad within it and by 
setting and monitoring challenging but achievable performance criteria, the overall strategy can evolve and change by 
diversification whilst keeping full focus. The “end in mind strategy” does not change and remains constant.
KPI’s
The strategy is set with key performance indicators at all levels throughout the organisation and departments within it, 
whilst delivering constant bonus and incentive rewards for success for all of our staff. 
Key parameters include:
n Sales – through driven target plans creating behaviour to succeed.
n Marketing – aligning our plan to co-exist with our sales plans and delivering our core values internally and externally.
n  Finance – to deliver a return on investment for our shareholders by implementing strong financial discipline and 
controls throughout the Group.
n  Technical – ensuring measurement of uptime and speed of internal and external networks creating trouble  
free communication. 
n  Support – focus solely on activity that supports our customers and clients whilst rewards discourage churn.
Cont. 13
Strategic review
©2014 Coms PLC | www.coms.com
n  Legal – ensure ease of dealing with the Company is quick and painless, creating customer initial contact good feeling 
that will last throughout the customer’s contract.
n  HR – to ensure that all staff members are happy, are fully engaged and understand the Company’s vision and values as 
well as its policies and procedures.
n  Operations – ensuring that our products and services are at the forefront of the industry through knowledge and 
constant research.
n  Management – by delivery of the overall strategy and exceeding targets and expectations of Company’s financial  
and customer expectation.
n  All – through delivering customer excellence with quality of product and service whilst implementing a  
“happy customer” policy.
n  Revenue gross profit and EBITDA indicate our financial success and KPI’s for the year are shown in the table below, 
along with prior year comparatives.
Revenue, gross profit and EBITDA indicate our financial success and KPI’s for the year are shown in the table below, along 
with prior year comparatives. As the business matures, we will introduce further KPI’s against which we will report.
KPI’s 2014 2013 % change in the year
Turnover 14,002,866 1,621,960 863%
Gross profit 4,834,868 929,576 512%
EBITDA 1,495,958 (797,421) 198%
Our four pillars of values
n Passion for all our stakeholders
n Pride in everything we do
n Lead don’t follow
n Driven by performance
Risks
The senior management is aware of its responsibility for 
managing risk and how this might prevent the company from 
delivering its strategy. Risk is reviewed at Board level to ensure 
risk management is monitored and implemented effectively. 
The policy is to enable risk mitigation through a carefully 
thought process with insight into cause and effect within 
our own actions as well as predictions on elements outside 
of our control, whilst also regularly reviewing insurance 
policies where risks of a high nature may occur. Standard form 
contracts are delivered to help achieve this with elements 
of approved parameters and delegated authority levels 
distributed throughout the business.
The group could potentially be affected by a number of 
uncertain risks that are not wholly all within its control.  
Some of the key risks are as follows:-
n  Potential further deterioration of the global and  
UK economy
n Regulatory changes
n  Maintaining and ensuring that we continue to attract  
the right calibre of staff
Performance
Risk
Business
overview
Strategy
Business
model
KPIs
Markets and
trends
Objectives 14
Strategic review
©2014 Coms PLC | www.coms.com
OPERATIONAL REVIEW
Introduction
Having completed the ISO9001 accreditation in November 2013 there has been a concentrated effort in ensuring that 
business processes are monitored and managed ensuring their relevance and effectiveness in running the everyday 
organisational activities. Although the accreditation was awarded in November, the Company adopted the process during 
the whole year to ensure that it was streamlined in a regimental manner so that the Company was prepared for the fast 
paced activity throughout the year.
Following the acquisition of Redstone in November 2013 the Operational teams were integrated and aligned which 
importantly provided Coms a sustainable foundation and structure which will support core activities in the coming 
financial years. With the fundamentals in place, key appointments have been made throughout the year to drive quality 
in the key operational areas: Software, Networks, IT, Support, Product & Project Management. The teams contain high 
calibre subject matter experts owning the day to day running who input into the strategic direction and development.
Routes to Market
Coms has traditionally sold its core communications offering of VoIP (Voice over Internet Protocol), WLR and Managed 
xDSL to small & medium corporate customers. In line with the completed build of the xDSL network along with the 
Ethernet, Coms had clear and defined routes to market throughout the year which included, Direct/Retail sales,  
In-direct sales (wholesale), Public sector, and Financial Services whilst the Company also explored other routes to  
market such as Residential.
Services
Coms’ products and services offering continued to be extended throughout the year in line with market demands and 
changes in technology and to align with the Company’s strategic direction and overall roadmap. Continual research into 
technologies and the competitor space was achieved throughout the year and this helped shape the product and service 
roadmap along with customer based research and feedback which ultimately drives our offerings.
Our core product offering around complete communications offering throughout the year was constantly evolving and 
has been integrated into the Coms owned infrastructure. 
The product portfolio consists of: Data with EFM & Ethernet as well as ADSL & FTTC, Mobile, Voice which includes SIP,  
TDM Calls, NTS, Conferencing and Global Calling Card, Services such as WLR, Professional services with Project Management 
and Engineering, Cloud which now includes Hosted PBX, Back up/Storage, Virtualised Machines, SaaS and IaaS. The Company 
also sells hardware and management of these such as traditional PBX and CPE – Routers. Further extension of the portfolio 
in November with the acquisition of Redstone added Infrastructure, Smart Building, ICT Management and Support 
Services. This also gave the Company an engineering force to help manage and install the complete product portfolio.
Customer Growth 
Growth has been driven by M&A activity, organic growth via the Company’s marketing plan as well as upsell/cross sell to 
the large customer base that increased throughout the year. The focus was to increase the average number of products 
taken by each customer by more than double from which will increase customer entanglement supplied with a long term, 
contracted, service & support agreement which will in turn increase customer engagement. The Company’s networks and 
staff have all been increased throughout the year and in line with the Company’s growth plans.
The Company will continually look to enhance service delivery options as well as an enhanced Professional Services 
portfolio to compliment the leading range of technology already provided by Coms. It will also look to further extend its 
product portfolio particularly in the cloud based services sector as demand increases.
Financial review
The 2013/2014 financial year has been a year of transformation for Coms’ financial position and prospects, with  
10 acquisitions being completed. This has moved the Group from a simple VOIP telecommunications business to a 
diversified end-to-end provider of telecommunications and infrastructure. At the same time we grew the revenue of the 
original Coms businesses. The contribution to reported consolidated revenue made by the acquired businesses can be 
seen in the table below:
Cont. 15
Strategic review
©2014 Coms PLC | www.coms.com
2014 2013
(1)
£ £
Original Coms businesses 2,916,000 1,621,960
Acquisitions:
Redstone (acquired November 2013) 8,020,381 -
Premium O (acquired May 2013) 2,988,000 -
Other 79,000 -
11,087,000 -
Revenue 14,002,381 1,621,960
Increase in continuing businesses
(1)
96%
Increase in total revenue 863%
Note: The 2013 revenue included £131,000 revenue from businesses which were discontinued during the 2014.
Redstone forms the basis of the new infrastructure division and the other services are included in telephony services:
2014 2013
£ £
Telephony services 5,982,485 1,621,960
Infrastructure 8,020,381 -
14,002,866 1,621,960
The reported gross profit performance of each of the two divisions is summarised below:
2014 % of revenue 2013 % of revenue
£ £
Telephony services 2,513,681 42% 929,576 57%
Infrastructure 2,241,369 28% -
4,755,050 35% 929,576 57%
Infrastructure revenue includes supply of cabling and equipment purchased from third parties and accordingly that 
element of revenue generates lower margins than the supply of services.
Operating performance
The Group’s reported operating profit on continuing operations is £1,241,455 compared with a loss on continuing 
operations of £936,351 in 2013. The 2014 operating profit benefits from a number of credits such as provision releases and 
profit on the sale of fixed assets but is also after deducting an element of reorganisation costs and double-running costs 
associated with the acquisitions. Importantly, the Group has moved to generating operating profits and for a year of 
transition the Board considers this to be a very good result.
Finance costs/income
The Group had a positive contribution from finance costs and finance income of £416,536 (2013: cost of £2,064). The main 
component was the £478,338 release of an accrual in respect of interest payable by Redstone in December 2013 following 
negotiations concerning the payment of a deferred consideration instalment. This was in part offset by an interest cost of 
£63,173 on the unwinding of the discount of the deferred consideration due in relation to the acquisition of Redstone.
Cont. 16
Strategic review
©2014 Coms PLC | www.coms.com
Taxation
The Group reported a tax credit of £117,330 in respect of 2014 (2013: £nil). The credit arose on the recognition of a deferred 
tax asset of £204,167 which represents tax losses which the Group expects to utilise in the short term offset by a £62,906 
corporation tax charge and a deferred tax liability on accelerated capital allowances of £23,931. At the balance sheet date 
the Group had tax losses available to carry forward of £5,227,997 (2013: £4,973,000) 
Cash flow and cash balances
The key cash flow movements during the year were as follows:
2014 2013
£ £
Net cash inflow/(outflow) from operations (375,909) (656,962)
Cash flows from investing activities (8,091,562) (2,826)
Cash flows from financing activities 9,294,456 737,011
Net increase in cash 826,985 77,223
Cash at end of year 998,947 171,962
As expected in this year of transition, the Group cash flow statement reflects the substantial share issues completed 
during the year and the investment of those funds raised in the acquisition of subsidiaries and other assets to grow  
the Coms business.
The Group has the benefit of a £2.5m uncommitted overdraft facility. At the year end this facility was undrawn. 
Given the early stage in the Group’s transition to a larger, diversified and acquisitive business, the Group currently 
maintains a net cash balance. Once the integration of the various companies is complete and the Group reaches a more 
mature position, this policy will be reviewed.
Acquisitions
During the year the Group made 10 acquisitions as follows:
Investment in subsidiaries £
Premium O 1,914,676
Redstone 8,724,463
Clicks Media 99,069
Darkside 229,848
Investment In Intangibles 1,530,000
12,498,056
The consideration for the above investments comprised:-
Shares issued 3,455,000
Cash net of cash acquired 8,956,142
12,411,142 17
Strategic review
©2014 Coms PLC | www.coms.com
Share capital
The shares issued during the year can be summarised as follows:
£
Cash placings net of expenses 6,199,011
Exercise of options and warrants 3,224,792
Allotted in relation to acquisition of subsidiaries 1,975,000
Allotted in relation to acquisition of assets 1,480,000
12,878,803
The outlook of the Company is truly exciting and I anticipate further considerable growth for the Company over the 
coming years.
The Strategic Review was approved by the Board and signed on its behalf on 10 June 2014 by:
David Breith 
Chief Executive Officer 18
Directors
©2014 Coms PLC | www.coms.com
DIRECTORS
Iain Ross (Chairman)
Iain Ross, who was appointed on 5 February 2013, is an experienced businessman with more than 35 years’ experience 
largely in the international life sciences sector. Following a career with multi-national companies for the last 20 years he 
has undertaken a number of company turnarounds and technology start-ups as a board member on behalf of banks 
and private equity groups. His track record includes multiple financing transactions having raised in excess of £250m, 
both publicly and privately and has extensive experience of divestments and strategic restructurings and cross-border 
management as a Chairman and CEO. He is Chairman and Director of a number of technology companies, a qualified 
Chartered Director and Vice Chairman of the Council of Royal Holloway, London University.
David Breith (Chief Executive Officer)
David Breith is an entrepreneur with a wealth of experience in all aspects of a business from the ground up. Among 
Dave’s many business ventures was O-bit Telecom, which he established in early 2002 and was sold to Daisy Group PLC 
in February 2011. Dave joined Coms on 9th January 2013 after buying a significant stake in the business. Dave also has 
interests in other companies where he holds a significant stake, Verdes plc where he saved it from administration, a 50% 
holding in an IT reseller, 100% owner of a software company called AskMerlin that has created a bespoke telecom ERP 
platform as well as a large property portfolio in both commercial and residential in the UK and overseas.
Sue Alexander (Finance Director)
Sue was appointed Finance Director in October 2013. Sue joined the telecommunications industry in 2000 and has 
successfully held Finance Director roles within Pipex, Tiscali, TalkTalk, O-Bit (part of Daisy Group) and Coms. She has been 
involved in numerous acquisitions and business integration programmes.
Diana Dyer Bartlett (Non-executive Director)
Diana was appointed to the Board in October 2013 and is Chairman of the Audit Committee and a member of the 
Remuneration and Nomination Committees. With nearly 30 years’ experience in accountancy, investment banking 
and finance, Diana has an impressive track record in investments, mergers and acquisitions, corporate governance and 
business transformation in publicly quoted, venture capital and private equity backed companies. Her recent roles include 
Company Secretary for Tullett Prebon plc, Finance Director of Pelamis Wave Power Limited and Chairman and Honorary 
Treasurer for Breast Cancer Haven.
Stephen Foster (Non-executive Director)
Stephen has an outstanding 35-year commercial and management track record in large businesses in international IT and 
Telephony sales and until his recent retirement was Vice President Sales for Siemens in the UK and Northern Europe. His 
contacts and experience will be invaluable to Coms as it builds the business going forward. His major expertise lies in 
driving profitable revenue growth whilst building a business and has much experience in operations, systems, marketing, 
business development, sales and general management. Stephen is Chairman of the Remuneration Committee and a 
member of the Audit and Nomination Committees. 19
Company information
©2014 Coms PLC | www.coms.com
Company information
Secretary and Registered Office
International Registrars Limited
Finsgate
5-7 Cranwood Street
London EC1V 9EE
Coms plc Company Number
5332126 20
Company advisers
©2014 Coms PLC | www.coms.com
Company advisers
Nominated Adviser 
Charles Stanley
131 Finsbury Square
London
EC2A 1NT
Brokers
Charles Stanley
131 Finsbury Square
London
EC2A 1NT
Solicitors
MLaw
3a Montagu Row
London
W1U 6DZ
Blaser Mills
Park House
31, London End
High Wycombe
Buckinghamshire
HP11 1BZ
Auditors
Jeffreys Henry LLP
Chartered Accountants & Statutory Auditors
Finsgate
5-7 Cranwood Street
London EC1V 9EE
Registrars
Share Registrars Ltd
Craven House
West Street
Farnham 
Surrey GU9 7EN
Bankers
Barclays Bank plc
1 Churchill Place 
London 
E14 5HP
HSBC Bank plc
Corporate Banking Centre
Level 6
Metropolitan House
321 Avebury Boulevard
Milton Keynes
MK9 2GA 21
Directors’ report
©2014 Coms PLC | www.coms.com
DIRECTORS’ REPORT
The Directors have pleasure in submitting this report together with the accounts of Coms plc (‘the Company’) and its 
subsidiary undertakings (together ‘the Group’) for the year ended 31 January 2014.
Principal Activities 
The Group’s principal activities are the development and commercialisation of telecommunication services, the sale of 
associated equipment and infrastructure. The end to end service for data and voice connectivity and the infrastructure 
within premises, provides for flexible working and lower operating costs. 
Results and dividend
The results for the year are set out in the Consolidated Income Statement on page 28. The Directors do not recommend 
a dividend.
Review of the business
A review of the business of the Group, together with comments on future developments is given in the Chief Executive’s 
Statement on page 6 (and the Operational and Financial Review) on pages 14 and 15. 
Directors and their interests
The directors who held office during the year are as follows:
I G Ross Chairman (appointed 5 February 2013)
D Breith Chief Executive Officer
S Alexander Finance Director (appointed 11 October 2013)
D Dyer Bartlett Non-executive Director (appointed 11 October 2013)
S Foster Non-executive Director (appointed 10 June 2013)
A N Branson Finance Director (resigned 10 June 2013)
G Herring Non-executive Director (appointed 11 October 2013, resigned 16 April 2014)
G Wheeldon Non-executive Director (appointed 10 June 2013, resigned 19 July 2013)
The remuneration of the directors who held office during the year is as follows:
Year ended  
31 Jan 2014
Year ended  
31 Jan 2013
Year ended 31 Jan 2014
Share Based Payment Charge
£ £ £
I G Ross 39,000 - 1,211
D Breith 200,769 10,000 1,921
S Alexander 53,333 - 3,010
D Dyer Bartlett 7,414 - 4,041
S Foster 61,996 - 31
G Herring 8,333 - -
R A Bennett - 112,346 -
A N Branson 58,077 76,665 9,706
P M Cook - 3,500 -
J K Drummond - 180,859 -
J P Drummond - 8,750 -
G Wheeldon - - -
Cont. 22
Directors’ report
©2014 Coms PLC | www.coms.com
No benefits in kind were received.
The interests of those directors serving during the year ended 31 January 2014, as at the year end or the date of 
resignation, all of which are beneficial, in the share capital of the Company, were as follows:
At 31 January 2014 
Ordinary Shares  
of 0.1p each
% At 31 January 2013 
Ordinary Shares  
of 0.1p each
%
I G Ross 2,331,550 0.28% - -
D Breith 138,856,455 16.90% 89,613,121 25.44%
S Alexander - - - -
D Dyer Bartlett - - - -
S Foster - - - -
A N Branson (resigned 10 June 2013) 4,076,667 0.49% 743,334 0.23%
G Herring - - - -
G Wheeldon (resigned 19 July 2013) 2,000,000 0.24% - -
The beneficial holdings include, where applicable, the holdings of connected parties.
There have been no changes to Directors’ interests between the year end and the date of these accounts.
Directors’ share warrants and options
As at 31 January 2014 the Company had granted the following warrants and share options to directors and past directors 
of the Company.
Option holder Exercise price per 
ordinary share
Number of 
ordinary shares 
subject to warrant
Instrument Grant date
I G Ross 0.84p 2,380,952 Warrants 25/02/2013
I G Ross 5p 4,000,000 Warrants 10/06/13
D Breith 0.84p 4,000,000 Options 20/03/2013
S Alexander 0.84p 4,000,000 Options 20/03/2013
D Dyer Bartlett 5p 2,000,000 Warrants 30/09/2013
S Foster 5p 1,000,000 Warrants 10/06/2013
G Herring 5p 2,000,000 Warrants 30/09/2013
R Bennett 0.75p 5,000,000 Warrants 18/01/2013
A N Branson 50p 40,000 Options 20/05/2008
A N Branson 5p 362,937 Warrants 14/09/2009
A N Branson 2.81p 5,000,000 Warrants 12/06/2013
The interests of Directors in significant contracts undertaken by the Group are set out in the related parties note to the 
financial statements. None of the Directors had any beneficial interest in the shares of any subsidiary companies.
Cont. 23
Directors’ report
©2014 Coms PLC | www.coms.com
Share capital
Details of the Company’s share capital are disclosed in note 19 to the financial statements. 
Financial instruments
Details of the use of financial instruments by the Company and its subsidiary undertakings are disclosed in note 23 to the 
financial statements.
Principal risks and uncertainties
The Group operates in an uncertain environment that may result in increased risk, cost pressures and schedule delays. The 
following are the key risks that face the Group:
- Financing risks
The Group’s financing risk has been significantly reduced due to share issues undertaken during the year. The Group will 
nevertheless continue to focus on prudent financial management.
- Development risks
There is no assurance that the Group’s product development activities will be successful. Accordingly, the Group seeks 
to reduce this risk by reviewing the level of investment made in each project, as well as engaging qualified personnel to 
undertake detailed assessments of the products under development. 
- Market and other regulatory requirements
Existing and possible future legislation, regulations and actions could cause additional expense, capital expenditures, delay 
and further product development work, the extent of which cannot be predicted. The Group takes a responsibility for 
ensuring that all relevant legislation is met.
- Operational risks
These include equipment failure and failures in errors in the delivery of the Company’s services. The Group seeks  
to minimise these risks by investing in current technology and by adopting appropriate policies and procedures in  
all disciplines. 
Statement to Auditors
So far as the Directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 
2006) of which the Company’s auditors are unaware, and each Director has taken all the steps that he ought to have 
taken as a director in order to make himself aware of any relevant audit information and to establish that the Company’s 
auditors are aware of that information. 
Corporate governance
Achieving good governance is key to the long term success of the business. It ensures we remain a responsible Company 
and underpins our culture and reputation as an organisation. Coms plc are fortunate to have Non-executive Board 
members with extensive experience in areas critical to the long term future success of the Company, covering a deep 
understanding of our industry, technology, corporate strategy, finance and investment.
This experience enables the Non-executive Directors to add entrepreneurial leadership, with open and rigorous debate 
that provides a valuable external and balanced perspective to the proceedings. We believe that our Board members 
complement each other, delivering a broad and appropriate balance of skills.
Consideration of the significant risks that affect the Company, both internal and external, their mitigation and the 
effectiveness of internal control is an essential component of corporate governance and these issues are reviewed  
by the Board.
Board of Directors
The Board consists of a Chairman, two Executive Directors and two Non-executive Directors. The Board meets on a 
regular basis and the agenda of matters discussed and approved consists of matters concerned with the future direction 
of the business.
Cont. 24
Directors’ report
©2014 Coms PLC | www.coms.com
Remuneration Committee
The Remuneration Committee agrees the terms and conditions, including annual remuneration, of Executive Directors 
and reviews such matters for other senior personnel including their participation in long term incentive schemes.
Audit Committee
The Audit Committee recommends the appointment, scope, planning and fees of external auditors, discusses issues that 
arise from the audit, reviews reports of the external auditors and internal control procedures and considers any financial 
statements before their publication. The auditors also attend meetings of the Audit Committee as required by the 
Committee to consider any issues arising from the audit and their work.
Nomination Committee
The Nomination Committee makes recommendations to the Board for all Board appointments and succession planning.
Employees
The Group has continued to give full and fair consideration to applications made by disabled persons, having regard 
to their respective aptitudes and abilities, and to ensure that they benefit from training and career development 
programmes in common with all employees. The Group has continued its policy of employee involvement by making 
information available to employees through the medium of frequent staff meetings, together with personal appraisals 
and feedback sessions.
Share incentives
The Company’s policy is to reward and provide long-term incentives to employees by granting them share options. 
Substantial shareholdings
As at 28th May 2014, the following interests in 3% or more of the issued ordinary share capital appear in the register:
Shareholder Number of shares Percentage of issued share capital
D Breith 138,856,455 14.46%
Hargreaves Lansdown 113,005,458 11.77%
Helium SP Sit Fund 95,500,000 9.95%
Halifax Share Dealing 81,559,449 8.49%
Barclays Stockbrokers Ltd 73,868,221 7.69%
Post Balance Sheet Events
Details of post-balance sheet events are disclosed in note 25 to the financial statements.
Directors’ responsibilities
The directors are responsible for preparing the Annual Report and financial statements in accordance with applicable law 
and regulations. 
Company law requires the directors to prepare financial statements for each financial year.  Under that law the directors 
have elected to prepare the financial statements in accordance with International Financial Reporting Standards as 
adopted for use in the European Union. The financial statements are required by law to give a true and fair view of the 
state of affairs of the Company and the Group and of the profit or loss of the Group for that year.  In preparing these 
financial statements, the directors are required to:
Cont. 25
Directors’ report
©2014 Coms PLC | www.coms.com
n select suitable accounting policies and then apply them consistently; 
n make judgements and estimates that are reasonable and prudent; 
n  prepare the Financial statements on the going concern basis unless it is inappropriate to presume that the Company 
will continue in business.
n  state whether applicable accounting standards have been followed, subject to any material departures disclosed and 
explained in the financial statements.
The directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any 
time the financial position of the Company and the Group and to enable them to ensure that the financial statements 
comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the 
Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 
Listing
The Company’s ordinary shares have been traded on London’s AIM Market since 6 September 2006. Charles Stanley are 
the Company’s Nominated Advisor and Charles Stanley and Simple Investments are the Company’s Brokers. The closing 
mid market share price at 31 January 2014 was 9.5p (31 January 2013: 0.94p).
Publication of financial statements
The Company’s financial statements will be made available on the Company’s website, www.coms.com. The maintenance 
and integrity of the website is the responsibility of the Directors. The Directors’ responsibility also extends to the 
financial statements contained therein.
Going concern
After making appropriate enquiries, the Directors consider that the Company and the Group have adequate resources to 
continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern 
basis in preparing the financial statements. 
Auditors
In accordance with Section 485 of the Companies Act 2006, a resolution proposing that Jeffreys Henry LLP be  
re-appointed as auditors will be put to the Annual General Meeting.
The Report of the Directors was approved by the Board on 10 June 2014 and signed on its behalf by:
David Breith 
Chief Executive
10 June 2014 26
©2014 Coms PLC | www.coms.com
AUDITORS’ REPORT
Report of the independent auditor to the members of Coms PLC
We have audited the group and parent company financial statements of Coms Plc for the year ended 31 January 2014 
which comprise the summary of significant accounting policies, the consolidated and company income statement of 
comprehensive income, the consolidated and company statement of financial position, the consolidated and company 
statement of cash flows, the consolidated and company statements of changes in equity and notes 1 to 27. The financial 
reporting framework that has been applied in their preparation is applicable law and International Financial Reporting 
Standards (IFRSs) as adopted by the European Union.
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the 
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those 
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted 
by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a 
body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the Directors’ Responsibilities Statement set out on page 24, the directors are responsible for 
the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is 
to audit and express an opinion on the financial statements in accordance with applicable law and International Standards 
on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical 
Standards for Auditors.
Scope of the audit of the financial statements 
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give 
reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. 
This included an assessment of: whether the accounting policies are appropriate to the Group and parent company’s 
circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting 
estimates made by the directors; and the overall presentation of the financial statements. In addition we read all financial 
and non-financial information in the Chairman’s Statement, CEO’s Statement, Directors’ Report and Strategic Review 
Report and Corporate Governance Strategy to identify material inconsistencies with the audited financial statements. If 
we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. 27
©2014 Coms PLC | www.coms.com
Independent auditor’s report (continued)
Opinion on financial statements
In our opinion:
n  the financial statements give a true and fair view of the state of the group’s and of the company’s affairs as at  
31 January 2014 and of the group’s profit and the parent company’s loss for the year then ended; 
n  the financial statements have been properly prepared in accordance with IFRSs as adopted by the  
European Union; and
n the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Strategic Review Report and Directors’ Report for the financial year for which 
the financial statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report  
to you if, in our opinion:
n  adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not 
been received from branches not visited by us; or
n the parent company financial statements are not in agreement with the accounting records and returns; or
n certain disclosures of directors’ remuneration specified by law are not made; or
n we have not received all the information and explanations we require for our audit.
David Warren 
Senior Statutory Auditor
for and on behalf of Jeffreys Henry LLP 
Statutory Auditor, Chartered Accountants, London
Date: 10 June 2014 28
©2014 Coms PLC | www.coms.com
Consolidated income statement
NOTE Year ended 
Friday,  
31 January 2014
Year ended  
Thursday, 
31 January 2013
Continuing operations £ £
Revenue 4 14,002,866 1,621,960
Cost of Sales (9,247,816) (692,384)
Gross Profit 4,755,050 929,576
Administrative expenses (3,930,130) (1,863,927)
Operating profit/(loss) 5 824,920 (934,351)
Finance costs 8 415,176 (2,064)
Finance Income 8 1,360 -
Profit/(loss) before income tax 1,241,455 (936,415)
Taxation 9 117,330 -
Profit for the year after tax from continuing operations 1,358,785 (936,415)
Discontinued operations 6 (344,731) (291,104)
Profit/(loss) for the period 1,014,054 (1,227,519)
Attributable to:
 - Owners of the parent 1,014,054 (1,227,519)
Basic and diluted earnings/(loss) per share 10
Continuing operations - Basic 0.24p (0.40p)
Discontinued operations - Basic (0.06p) (0.12p)
Total 0.18p (0.52p)
Continuing operations - Diluted 0.21p (0.40p)
Discontinued operations - Diluted (0.05p) (0.12p)
Total 0.16p (0.52p)
The profit for the period equates to the Comprehensive Income/(expense) for the year.
The notes on pages 36 to 63 are an integral part of these consolidated financial statements. 29
©2014 Coms PLC | www.coms.com
Consolidated statement of financial position
NOTE 31 January 2014 31 January 2013
£ £
ASSETS
Non-current assets
Goodwill  11 12,884,440 1,951,884
Other intangible assets 12 1,850,833 169,662
Property, plant and equipment  13 1,031,266 30,597
15,766,539 2,152,143
Current assets 
Inventories 14 363,973 4,791
Trade and other receivables  15 8,703,889 392,838
Deferred tax asset 204,167 -
Cash and cash equivalents  16 998,947 171,962
10,270,977 569,591
Total assets 26,037,515 2,721,734
EQUITY and LIABILITIES 
Capital and reserves attributable to equity shareholders
Share capital 19 2,863,944 2,363,292
Share premium 19,964,275 9,497,234
Merger Relief reserve 1,911,111 -
Reverse acquisition reserve (4,236,239) (4,236,239)
Share based payment reserve 70,490 43,513
Accumulated deficit (4,582,867) (5,596,920)
Total equity 15,990,714 2,070,880
Current liabilities
Financial liabilities - borrowings 17 - 1,860
Trade and other payables  18 10,046,801 648,994
10,046,801 650,854
Non-current liabilities
Financial liabilities - borrowings 17 - -
- -
Total equity and liabilities 26,037,515 2,721,734
The notes on pages 36 to 63 are an integral part of these consolidated financial statements.
The financial statements were approved by the Board of Directors and authorised for issue on 10 June 2014.  
They were signed on its behalf by:
David Breith 
Chief Executive
10 June 2014 
Company Number: 5332126 30
©2014 Coms PLC | www.coms.com
Consolidated statement of cash flows
NOTE Year ended 
31 January 2014
Year ended 
31 January 2013
£ £
Cash flows from operating activities
Profit before taxation 896,724 (1,227,519)
Depreciation and amortisation 227,524 95,482
Loss on disposal of subsidiary - 257,227
Share based payment charge 26,977 43,513
Finance costs (478,338) 2,064 
Finance charges 63,173 -
Movement in provisions (593,990) -
Write off of intangible asset 35,500 -
Profit on sale of fixed assets (225,096) -
Increase in inventories (62,678) (84,047)
Increase in receivables (940,327) (115,331)
Increase in payables 674,622 371,649
Taxation - -
Net cash outflow from operating activities (375,909) (656,962)
Cash flows from investing activities 
Acquisition of subsidiaries (7,308,836) (146,543)
Acquisition of intangible assets (312,480) -
Acquisition of property, plant and equipment (470,246) (15,152)
Net proceeds from disposal of subsidiary - 158,869
Net proceeds from disposal of fixed assets - -
Net cash from investing activities (8,091,562) (2,826)
Cash flows from financing activities 
Proceeds from issues of share capital 9,358,117 739,075
Finance costs 8 (63,173) (2,064)
Repayment of finance leases (1,860) -
Finance income 1,371 -
Net cash from financing activities 9,294,455 737,011
Net increase in cash and cash equivalents 826,984 77,223
Cash and cash equivalents at start of year 171,962 94,739
Cash and cash equivalents at end of year 998,946 171,962
Year end cash difference -
Cash and cash equivalents (which are presented as a single class of assets on the face of the balance sheet) comprise  
cash at bank and other short-term highly liquid investments with maturity of three months or less, as adjusted for any 
bank overdrafts.
The notes on pages 36 to 63 are an integral part of these consolidated financial statements. 31
©2014 Coms PLC | www.coms.com
Consolidated statement of changes in equity
Attributable to equity shareholders of the Company
NOTE Share  
capital
Share  
premium/ 
Merger relief
Reverse 
acquisition 
reserve
Share 
based 
payment 
reserve
Accumulated 
deficit
Total
£ £ £ £ £
At 1 February 2012 2,227,789 8,893,662 (4,236,239) - (4,369,401) 2,515,811
Loss for the year - - - (1,227,519) (1,227,519)
Total comprehensive  
income for the year
- - - (1,227,519) (1,227,519)
Transactions with Owners
Proceeds from shares issued 19 135,503 617,322 - - 752,825
-
Share issue costs 19 - (13,750) - - - (13,750)
Share based payments - - - 43,513 - 43,513
At 31 January 2013 2,363,292 9,497,234 (4,236,239) 43,513 (5,596,920) 2,070,880
At 1 February 2013 2,363,292 9,497,234 (4,236,239) 43,513 (5,596,920) 2,070,880
Profit for the year - - - 1,014,054 1,014,054
Total comprehensive income  
for the year
- - - 1,014,054 1,014,054
-
Transactions with Owners
Proceeds from shares issued/
merger relief
19 500,652 12,876,721 - - 13,377,373
-
Share issue costs 19 - (498,569) - - - (498,569)
Share based payments - - - 26,977 - 26,977
At 31 January 2014 2,863,944 21,875,386 (4,236,239) 70,490 (4,582,866) 15,990,714
The notes on pages 36 to 63 form part of the financial statements 32
©2014 Coms PLC | www.coms.com
Company income statement
NOTE Year ended 
31 January 2014
Year ended 
31 January 2013
£ £
Continuing operations
Revenue 63,000 47,029
Administrative expenses (649,013) (623,889)
Loss from operations (586,013) (576,860)
Finance costs 8 (63,173) (2,064)
Loss on disposal of subsidiary - (91,153)
Loss before income tax (649,186) (670,077)
Income tax expense 9 - -
Loss for the year (649,186) (670,077)
Attributable to:
 - Owners of the parent (649,186) (670,077)
The profit for the period equates to the Comprehensive Income/(expense) for the year.
The notes on pages 36 to 63 form part of the financial statements. 33
©2014 Coms PLC | www.coms.com
Company statement of financial position
NOTE Year ended 
31 January 2014
Year ended 
31 January 2013
£ £
ASSETS
Non-current assets
Investment in subsidiaries 24 11,947,406 2,700,100
Intangible assets 12 57,503 103,503
Amounts due from subsidiaries 15 5,063,586 227,233
17,068,495 3,030,836
Current assets
Trade and other receivables 15 60,171 120,566
Cash and cash equivalents 16 84,750 123,852
144,921 244,418
Total assets 17,213,416 3,275,254
EQUITY AND LIABILITIES 
Capital and reserves attributable to equity shareholders
Share capital 19 2,863,944 2,363,293
Share premium 19,964,275 9,497,234
Merger equity reserve 1,911,111 - 
Share based payment reserve 70,490 43,513
Accumulated deficit (9,435,763) (8,786,577)
Total equity 15,374,056 3,117,463
Current liabilities
Trade and other payables 18 1,839,360 157,791
1,839,360 157,791
Total equity and liabilities 17,213,416 3,275,254
The notes on pages 36 to 63 form part of the financial statements.
The financial statements were approved by the Board of directors and authorised for issue on 10 June 2014.  
They were signed on its behalf by:
David Breith 
Chief Executive
10 June 2014 
Company Number: 5332126 34
©2014 Coms PLC | www.coms.com
Company statement of cash flows
NOTE Year ended 
31 January 2014
Year ended 
31 January 2013
£ £
Cash flows from operating activities
Loss before taxation (649,186) (670,077)
Depreciation and amortisation 46,000 34,497
Impairment provision - - 
Non cash investing and finance activities - -
Amount due from subsidiary written off on disposal  
(net of impairment provision)
- (89,889)
Loss on disposal of subsidiary - 91,153
Share based payment charge 26,977 43,513
Finance costs 63,173 2,064
Increase in receivables (2,864,846) (112,747)
Increase in payables 1,682,475 51,734
Net cash outflow from operating activities (1,695,406) (649,752)
Cash flows from investing activities 
Acquisition of subsidiary (7,650,000) (100)
Acquisition of intangible assets 12 - (138,000)
Sale proceeds from disposal of subsidiary  
(net of costs of disposal) 
- 152,418
Net cash (outflow)/inflow from investing activities (7,650,000) 14,318
Cash flows from financing activities 
Proceeds from issues of share capital (net of issue costs) 19 9,358,117 739,075
Finance costs 8 (63,173) (2,064)
Finance Income 1,360 -
Repayment of loan 10,000 -
Net cash from financing activities 9,306,304 737,011
Net decrease in cash and cash equivalents (39,102) 101,577
Cash and cash equivalents at start of year 123,852 22,275
Cash and cash equivalents at end of year 84,750 123,852
The notes on pages 36 to 63 form part of the financial statements 35
©2014 Coms PLC | www.coms.com
Company statement of changes in equity 
NOTE Share  
capital
Share  
premium
Share 
Based 
Payment 
reserve
Accumulated 
deficit
Total
£ £ £ £ £
At 1 February 2012 2,227,789 8,893,662 - (8,116,499) 3,004,952
Loss for the year - - - (670,077) (670,077)
Total comprehensive  
expense for the year
- - - (670,077) (670,077)
Transactions with owners
Shares issued in the year 135,503 617,322 - - 752,825
Share issue costs - (13,750) - - (13,750)
Share option movement - - 43,513 - 43,513
At 31 January 2013 2,363,292 9,497,234 43,513 (8,786,576) 3,117,463
At 1 February 2013 2,363,292 9,497,234 43,513 (8,786,576) 3,117,463
Loss for the year - - - (649,186) (649,186)
Total comprehensive income  
expense for the year
- - (649,186) (649,186)
Shares issued in the year 19 500,652 12,876,721 - - 13,377,373
Share issue costs 19 - (498,569) - - (498,569)
Share option movement - - 26,977 - 26,977
At 31 January 2014 2,863,944 21,875,386 70,490 (9,435,762) 15,374,056
The notes on pages 36 to 63 form part of the financial statements. 36
©2014 Coms PLC | www.coms.com
Notes to the consolidated financial statements
1) General information
Coms plc is a company incorporated in England and Wales under the Companies Act 2006 and listed on the AIM market. 
The address of the registered office is given on page 19. The nature of the Group’s operations and its principal activities 
are set out in the Chief Executive’s Statement on page 6 and in the Operational Review on page 14. 
These financial statements are presented in pounds sterling as that is the currency of the primary economic environment 
in which the Group operates. There are no foreign subsidiaries in the Group. 
As detailed in the Directors’ Report, the Directors consider that the Company and the Group have adequate resources to 
continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern 
basis in preparing the financial statements.
2) Basis of preparation and significant accounting policies
The consolidated financial statements of Coms plc have been prepared in accordance with International Financial 
Reporting Standards as adopted by the European Union (IFRS’s as adopted by the EU), IFRS Interpretations Committee 
and the Companies Act 2006 applicable to companies reporting under IFRS. The consolidated financial statements have 
been prepared under the historical cost convention, as modified by the revaluation of land and buildings, available-for-sale 
financial assets, and financial assets and financial liabilities (including derivative instruments) at fair value through profit  
or loss.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates.  
It also requires management to exercise its judgement in the process of applying the group’s accounting policies. The 
areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to 
the consolidated financial statements are disclosed in note 3.
Except as described below, the accounting policies applied are consistent with those of the annual financial statements 
for the period ended 1 February 2013, as described in those annual financial statements. 37
©2014 Coms PLC | www.coms.com
New and amended standards adopted by the company
The Group has adopted the following new and amended IFRS and IFRIC interpretations as of 1 February 2013:
Reference Title Summary Application 
date of standard
Application 
date of group
Amendments 
to IFRS 7
Amendments related 
to the offsetting of 
assets and liabilities
Guidance on offsetting  
of financial assets and 
financial liabilities
Annual periods 
beginning on or after 
1 January 2013
Friday, 
February 01, 2013
IFRS 10 Consolidated 
Financial Statements
Replaces IAS 27 section 
that addressed accounting 
for consolidated financial 
statements. Establishes 
a single control model 
applicable to all entities
Periods commencing 
on or after  
1 January 2013
Friday, 
February 01, 2013
IFRS 11 Joint Arrangements Replaces IAS 31 Interests in 
Joint Ventures. Requires a 
party to a joint arrangement 
to determine the type of 
joint arrangement in which 
it is involved by assessing its 
rights and obligations.
Periods commencing 
on or after  
1 January 2013
Friday, 
February 01, 2013
IFRS 12 Disclosure of Interests 
in Other Entities
Increases disclosure 
requirements in relation 
to an entity’s interests 
in subsidiaries, joint 
arrangements, associates and 
structured entities
Periods commencing 
on or after  
1 January 2013
Friday, 
February 01, 2013
IFRS 13 Fair Value 
Measurement
Guidance on how to 
measure fair value when  
fair value is required  
or permitted
Periods commencing 
on or after  
1 January 2013
Friday, 
February 01, 2013
Amendments 
to IAS 1
Presentation of 
Financial Statements
Presentation of items  
within other  
comprehensive income
Periods commencing 
on or after 1 July 2012
Friday, 
February 01, 2013
IAS 28 (revised) Investments in 
Associates and  
Joint Ventures
Sets out the requirements 
for the application of 
the equity method when 
accounting for investments 
in associates and  
joint ventures.
Periods commencing 
on or after  
1 January 2013
Friday, 
February 01, 2013 38
©2014 Coms PLC | www.coms.com
The impact of adopting the above amendments had no material impact on the financial statements of the Group.
Standards, interpretations and amendments to published standards that are not yet effective.
The following standards, amendments and interpretations applicable to the Group are in issue but are not yet 
effective and have not been early adopted in these financial statements. They may result in consequential changes 
to the accounting policies and other note disclosures. We do not expect the impact of such changes on the financial 
statements to be material. These are outlined in the table below:
Reference Title Summary Application 
date of standard
Application 
date of group
IFRS 9 Financial Instruments Revised standard  
for accounting for  
financial instruments
Periods commencing 
on or after  
1 January 2015
Thursday,  
February 01, 2015
The Directors anticipate that the adoption of these standards and the interpretations in future periods will have no 
material impact on the financial statements of the Group.
There are no IFRS or IFRS IC interpretations that are effective for the first time in this financial year that have had a 
material impact on the Group.
There are no other IFRS or IFRS IC interpretations that are not yet effective that would be expected to have a material 
impact on the Group
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by 
the Company (its subsidiaries) made up to 31st January each year. Control is achieved where the Company has the power 
to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.
On acquisition, the assets and liabilities and contingent liabilities of a subsidiary are measured at their fair values at the 
date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is 
recognised as goodwill. Any deficiency of the cost of acquisition below the fair values of the identifiable net assets 
acquired (i.e. discount on acquisition) is credited to profit and loss in the year of acquisition. The interest of minority 
shareholders is stated at the minority’s proportion of the fair values of the assets and liabilities recognised. Subsequently, 
any losses applicable to the minority interest in excess of the minority interest are allocated against the interests of the 
Parent Company. 
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used 
into line with those used by the Group. 
Reverse acquisition accounting
The acquisition of Coms Limited in the year ended 31 January 2007 was accounted for as a reverse acquisition of Coms plc 
by Coms Limited. 
The consolidated financial statements prepared following the reverse takeover were issued in the name of Coms plc, but 
they are a continuance of the financial statements of Coms.Com Limited. Therefore the assets and liabilities of Coms.
Com Limited were recognised and measured in the consolidated financial statements at their pre-combination carrying 
values. The financial statements reflect the continuance of the financial statements of Coms Limited.
Cont. 39
©2014 Coms PLC | www.coms.com
The retained earnings and other equity balances recognised in these consolidated financial statements at the time of  
the acquisition were the retained earnings and other equity balances of Coms.Com Limited immediately before the 
business combination.
Under reverse acquisition accounting:
n  an adjustment within shareholders funds is required to eliminate the cost of acquisition in the issuing Company’s 
books, and introduce a notional cost of acquiring the smaller issuing Company based on the fair value of its shares.
n  an adjustment is required to show the share capital of the legal parent in the consolidated balance sheet rather than 
that of the deemed acquirer.
Both adjustments have been included in the reverse acquisition reserve.
Goodwill
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest in the  
fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date  
of acquisition. 
Goodwill is recognised as an asset, reviewed for impairment at least annually and carried at cost less accumulated 
impairment losses. Any impairment is recognised immediately in profit or loss and is not subsequently reversed.
Merger Relief Reserve
The conditions for merger relief are when the consideration for shares in another company includes issued shares of 
the acquirer and on completion of the transaction, the company issuing the shares will have secured at least 90% equity 
holding in acquiree.
Revenue recognition 
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for 
goods and services provided in the normal course of business, net of discounts, VAT and other sales related taxes. 
Sales of goods are recognised when goods are delivered and title has passed. Sales of services are recognised when the 
service has been performed. 
Revenue from fixed price construction contracts is recognised on the percentage of completion method, to the extent 
that the level of completion for a contract can be reliably measured. Revenue includes expenses to the extent that they 
are recoverable. Where the percentage of completion cannot be reliably measured, turnover is recognised when specified 
contractual milestones are met or on project completion. When it is probable that total contract costs will exceed total 
revenue, the expected loss is recognised immediately. Revenue relating to contracted maintenance is recognised evenly 
over the period of the agreement.
Where costs incurred plus recognised profits less recognised losses exceed progress billings, the balance is shown as 
“amounts recoverable on contracts” within debtors. Where progress billings exceed costs incurred plus recognised profits 
less recognised losses, the balance is shown as deferred income within creditors.
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate 
applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the 
financial asset to that asset’s net carrying amount. 
Operating Profit
Operating Profit is stated before investment income and finance costs. 40
©2014 Coms PLC | www.coms.com
Property, plant and equipment
Property, plant and equipment are stated at cost of acquisition less accumulated depreciation and impairment losses. 
Depreciation is provided on a straight-line basis at rates calculated to write off the cost less the estimated residual value 
of each asset over its expected useful economic life. The residual value is the estimated amount that would currently be 
obtained from disposal of the asset if the asset were already of the age and in the condition expected at the end of its 
useful life.
Buildings, plant and equipment unrelated to production are depreciated using the straight-line method based on 
estimated useful lives.
The annual rates of depreciation for each class of depreciable asset across the company are::
n Fixtures and fittings – 20-25% straight line
n Office equipment – 25-33.3% straight line
n Leasehold improvements – 20% straight line
The carrying value of tangible fixed assets is assessed annually and any impairment is charged to the income statement.
Financial instruments
A financial instrument is recognised when the Group becomes a party to the contractual provisions of the instrument. 
Financial assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets expire or if 
the Group transfers the financial assets to another party without retaining control or substantially all risks and rewards 
of the asset. Regular purchases and sales of financial assets are accounted for at trade date, i.e. the date that the Group 
commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Group’s obligations specified in the 
contract expire or are discharged or cancelled. 
Fair values 
The carrying amounts of the financial assets and liabilities such as cash and cash equivalents, receivables and payables 
of the Group at the balance sheet date approximated their fair values, due to the relatively short term nature of these 
financial instruments.
The Company provides financial guarantees to licensed banks for credit facilities extended to a subsidiary company.  
The fair value of such financial guarantees is not expected to be significantly different as the probability of the subsidiary 
company defaulting on the credit lines is remote.
Financial assets
The Group classifies its financial assets into one of the categories discussed below, depending on the purpose for which 
the asset was acquired.
Trade receivables and other debtors: These are non-derivative financial assets with fixed or determinable payments 
that are not quoted in an active market. They arise principally through the provision of goods and services but also 
incorporate other types of contractual monetary assets. They are initially recognised at fair value plus transaction costs 
that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the 
effective interest rate method, less provision for impairment. A provision for impairment is established when there  
is objective evidence that the Group will not be able to collect all amounts due according to the original terms of  
the receivables.
Cash and cash equivalents: These include cash in hand, deposits held at call with banks and bank overdrafts.  
The Company has an overdraft facility of £2.5 million with its main bank.
Financial liabilities
The Group classifies its financial liabilities as:
Financial liabilities at amortised cost: Group’s financial liabilities at amortised cost include trade payables and other 
financial liabilities. These are initially recognised at fair value and subsequently carried at amortised cost using the 
effective interest rate method. 41
©2014 Coms PLC | www.coms.com
Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result 
of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the 
effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects 
the current market assessment of the time value of money and, where appropriate, the risks specific to the liability.
Taxation 
The tax expense represents the sum of the tax currently payable and deferred tax. 
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the 
income statement because it excludes items of income or expense that are taxable or deductible in other years and it 
further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax 
rates that have been enacted or substantively enacted by the balance sheet date. 
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets 
and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and 
is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable 
temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be 
available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if 
the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of 
other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. 
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and 
associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary 
difference and it is probable that the temporary difference will not reverse in the foreseeable future. 
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no 
longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. 
Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset is 
realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited 
directly to equity, in which case the deferred tax is also dealt with in equity.
Internally-generated Intangible Assets – Research and Development Expenditure 
Expenditure on research activities is recognised as an expense in the year in which it is incurred. 
An internally-generated intangible asset arising from the development of the Group’s VOIP system, the Company’s core 
technology, is recognised only if all of the following conditions are met: 
n an asset is created that can be identified (such as software and new processes);
n it is probable that the asset created will generate future economic benefits; and
n the development cost of the asset can be measured reliably. 
Internally-generated intangible assets are amortised on a straight-line basis over their estimated useful lives of 5 years. 
Where no internally-generated intangible asset can be recognised, development expenditure is recognised as an expense 
in the year in which it is incurred.
Impairment of tangible and intangible assets excluding goodwill 
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets 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 the impairment loss (if any). Where the 
asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount 
of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for 
impairment annually and whenever there is an indication that the asset may be impaired.
Cont. 42
©2014 Coms PLC | www.coms.com
Recoverable amount is the higher of fair value less costs to sell 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 for which the estimates of future cash flows 
have not been adjusted. 
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 (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised 
as an expense immediately, unless the relevant asset is carried at a re-valued 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 (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 had no impairment loss been recognised for the asset (cash-generating unit) in 
prior years. A reversal of an impairment loss is recognised as income immediately, 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. 
Inventories 
Inventories are stated at the lower of cost and net realisable value. Cost comprises materials and, where applicable, 
direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and 
condition. Cost is calculated using the weighted average method. Net realisable value represents the estimated selling 
price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the 
income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the 
number of equity instruments expected to vest at the balance sheet date so that, ultimately, the cumulative amount 
recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are 
factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made 
irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to 
achieve a market vesting condition.
Fair value is measured using an appropriate option pricing model. The expected life used in the model has been adjusted, 
based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural 
considerations.
Where equity instruments are granted to persons other than employees, the consolidated income statement is charged 
with the fair value of goods and services received.
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 proceeds.
Foreign currency
The individual financial statements of each group entity are presented in the currency of the primary economic 
environment in which the entity operates (its functional currency). For the purpose of the consolidated financial 
statements, the results and financial position of each entity are expressed in Pounds Sterling which is also the 
presentation currency for the consolidated and Company financial statements. The functional currency of the Company 
is Pounds Sterling.
In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional 
currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each 
balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the 
balance sheet date. 
Exchange differences arising on the settlement of monetary items and on the retranslation of monetary items is included 
in the income statement for the period. 43
©2014 Coms PLC | www.coms.com
Investments in subsidiaries
Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.  
Leases
Assets held under finance leases are initially recognised as assets of the Group at their fair value at the inception of 
the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is 
included in the statement of financial position as a finance lease obligation. Lease payments are treated as reduction of 
the lease obligation on the remaining balance of the liability. Finance expenses are recognised immediately in profit or 
loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the 
Group’s general policy on borrowing costs. Contingent rentals are recognised as expenses in the periods in which they  
are incurred.
Rental leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified 
as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to 
the income statement.
3) Critical accounting estimates and judgements
The Group makes estimates and assumptions concerning the future, which by definition will seldom result in actual 
results that match the accounting estimate. The estimates and assumptions that have a significant risk of causing a 
material adjustment to the carrying amount of assets and liabilities within the next financial year are discussed below.
Revenue Recognition
Revenue and expenses on construction contracts are recognised using the percentage-of-completion method. Revenue, 
expenses, and ultimately profit are therefore recognised over the life of the activity of the contract. When the outcome 
of a contract cannot be reliably estimated then revenue can only be recognised to the extent that it is recoverable. When 
total expected costs exceed the total contract value the expected loss is required to be recognised immediately.
As revenue is therefore recognised on a percentage-of-completion basis which will be based on management’s best 
estimate of expected total contract revenue and expected total contract costs it is an area that requires critical 
estimation and judgement.
Plant and equipment, intangible assets & impairment of goodwill
Intangible assets excluding goodwill and plant and equipment are amortised or depreciated over their useful lives. Useful lives 
are based on management’s estimates of the period that the assets will generate revenue, which are periodically reviewed 
for continued appropriateness. Changes to the estimates used can result in significant variations in the carrying value.
The Group assesses the impairment of plant and equipment and intangible assets subject to amortisation or depreciation 
whenever events or changes in circumstances indicate that the carrying value may not be recoverable. 
Additionally, goodwill arising on acquisitions is subject to impairment review. The Group’s management undertakes 
an impairment review of goodwill annually or more frequently if events or changes in circumstances indicate that the 
carrying value may not be recoverable. 
The complexity of the estimation process and issues related to the assumptions, risks and uncertainties inherent in 
the application of the Group’s accounting estimates in relation to plant and equipment and intangible assets affect 
the amounts reported in the financial statements, especially the estimates of the expected useful economic lives and 
the carrying values of those assets. If business conditions were different, or if different assumptions were used in the 
application of this and other accounting estimates, it is likely that materially different amounts could be reported in the 
Group’s financial statements.
The directors have carried out a detailed impairment review in respect of goodwill. The Group assesses at each reporting 
date whether there is an indication that an asset may be impaired, by considering the net present value of discounted 
cash flows forecasts which have been discounted at a pre-tax discount rate for each CGU , telephony being 13.71% and 
Infrastucture being 15.82%. The cash flow projections are based on the assumption that the Group can realise projected 
sales. A prudent approach has been applied with no residual value being factored. At the period end, based on these 
assumptions there was no indication of impairment of the value of goodwill. 
However, if the projected sales do not materialise there is a risk that the value of the intangible assets shown above 
would be impaired. 44
©2014 Coms PLC | www.coms.com
Business combinations
The fair value of instruments which may be issued in a business combination are determined on the basis of their 
published prices.
Share based payments
The Group has made awards of options over its un-issued share capital to certain directors and employees as part of 
their remuneration package.
The valuation of these options involved making a number of critical estimates relating to price volatility, future dividend 
yields, expected life of the options and forfeiture rates.   These assumptions have been described in more detail in  
note 27. Award of options is dependent on personal and company targets being met.
4) Segmental reporting
In the opinion of the directors the Group’s core activities comprise two material business segments which reflect the 
profiles of the risks, rewards and internal reporting structures within the Group.
These are as follows:
n Provision of telephony and VOIP services and equipment
n Infrastructure
All activities were conducted within the United Kingdom and it is the opinion of the directors that this represents one 
geographical segment.
Revenue Year ended 31 January 2014 Year ended 31 January 2013
Continuing operations Continuing operations
£ £
Telephony services:
- General VOIP telephony services 4,716,324 1,379,268
- PSTN - 131,085
- Recurring Service Charges 462,542 -
- Equipment 175,696 111,607
- Data 627,923 -
Infrastructure:
- Infrastructure 8,020,381 -
Consolidated 14,002,866 1,621,960
Profit & Loss for the year Year ended 31 January 2014 Year ended 31 January 2013
£ £
Telephony services 470,908 (310,462)
Infrastructure 1,537,063 -
Central administration costs (649,186) (623,889)
Finance costs - (2,064)
Income tax charge - -
Discontinued operations (344,731) (291,104)
Consolidated 1,014,054 (1,227,519)
Within Infrastructure Revenue and profit and loss for the period, Contract Revenue accounted for  £4,972,679, costs of 
£2,950,970 with a profit of £2,021,709 45
©2014 Coms PLC | www.coms.com
Balance sheet analysis by segment 
31 January 2014 31 January 2013
Assets Liabilities Assets Liabilities
£ £ £ £
Telephony services 9,044,839 (1,800,444) 2,373,811 (493,061)
Infrastructure 8,053,470 (6,350,621) - - 
Central administration costs 8,926,888 (1,839,360) 347,923 (157,793)
Discontinued Operations 12,318 (56,376) - - 
26,037,515 (10,046,801) 2,721,734 (650,854)
Capital additions, depreciation and amortisation by segment
31 January 2014 31 January 2013
Capital 
additions
Intangible 
Additions
Depreciation  
& amortisation
Amortisation Capital 
additions
Intangible 
Additions
Depreciation  
& amortisation
Amortisation
£ £ £ £ £ £ £ £
Telephony services 196,223 1,792,480 35,800 146,809 161,695 - 85,240 -
Infrastructure 667,423 - 44,915 - - - - -
Telephony equipment  
and related services 
(Discontinued operation)
- - - - 483 - 10,242 -
863,646 1,792,480 80,715 146,809 162,178 - 95,482 -
5) Operating Profit/(loss)
Operating profit/(loss) from continuing operations is arrived at after charging:
Group Company
Year ended  
31 January 2014
Year ended  
31 January 2013
Year ended  
31 January 2014
Year ended  
31 January 2013
£ £ £ £
Amortisation of intangibles 146,809 69,869 46,000 34,497
Depreciation of property, 
plant and equipment
80,715 15,371 - -
Profit on disposal of  
tangible assets
(225,096) - - -
Loss in disposal of intangible 
asset
35,500 - - -
Staff costs (see note 7) 4,616,401 899,836 - 123,366
Loss on foreign exchange (477) 122 - -
Rentals under  
operating leases
232,919 42,000 106,788 42,000
Auditors’ remuneration for 
audit services 
45,000 17,900 9,000 7,500
Auditors’ remuneration for 
other services 
- 6,900 - 5,100
Cont. 46
©2014 Coms PLC | www.coms.com
Construction Contracts Year ended  
31 January 2014
Year ended  
31 January 2013
Contract Revenue recognised in period 4,972,679 -
Contract Costs recognised in period 2,950,970 -
Recognised profit 2,021,709 -
The analysis of administrative expenses in the Consolidated Income Statement by nature of expense is as follows:-
n Personnel expenses - £2,363,824 (2013: £899,836)
n Operating Leases - £232,919 (2013: £42,000)
n Travel and Entertainment - £115,371 (2013: £36,049)
n Depreciation and Amortisation - £227,524 (2013; £85,240)
n Other operating expenses - £990,492 (2013: £800,802)
6) Discontinued operations
The Group made the decision to cease its PSTN operations with effect from 31 January 2014.
NOTE Year ended  
31 Jan 2014
Year ended  
31 Jan 2013
£ £
Revenue 104,558 1,980,959
Cost of Sales (24,739) (1,699,599)
Gross Profit 79,819 281,360
Administrative expenses (424,550) (307,175)
Operating loss (see below) (344,731) (25,815)
Finance costs 8 - (8,062)
Loss on disposal of subsidiary 25 - (257,227)
Loss before income tax (344,731) (291,104)
Income tax expense - -
Loss for the year after tax for  
discontinued operations 
(344,731) (291,104)
Operating loss from discontinued operations is arrived at after charging:
NOTE Year ended  
31 Jan 2014
Year ended  
31 Jan 2013
£ £
Amortisation of intangibles - 3,507
Depreciation of property, plant and equipment - 6,735
Staff costs 7 - 165,423
(Profit)/loss on foreign exchange 13 (1,951)
Rentals under operating leases - 13,708
Auditors’ remuneration for audit services  3,000 4,500
Auditors’ remuneration for other services  - 2,208
Cont. 47
©2014 Coms PLC | www.coms.com
Cashflow for Discontinued Operations
Year ended  
31 Jan 2014
Year ended  
31 Jan 2013
Operating activities £ £
Loss before taxation (344,731) (83,955)
Depreciation and amortisation - 258
Finance costs - -
Decrease in receivables 4,087 6,226
Increase in payables 338,286 75,842
Net cash outflow from operating activities (2,358) (1,629)
Investing activities 
Acquisition of property, plant and equipment - -
Net cash from investing activities - -
Financing activities 
Finance costs - -
Net cash from financing activities - -
Net decrease in cash and cash equivalents (2,358) (1,629)
Cash and cash equivalents at start of year 5,591 7,220
Cash and cash equivalents at end of year 3,232 5,591
7) Staff costs
The average monthly number of employees was:
Group Company
Year ended  
31 Jan 2014
Year ended  
31 Jan 2013
Year ended 
31 Jan 2014
Year ended 
31 Jan 2013
Continuing 
operations
Discontinued 
operations
Continuing 
operations
Discontinued 
operations
Sales 23 - 5 3 - -
Technical support 216 - 6 1 - -
Administrative 44 - 5 1 1 1
283 - 16 5 1 1
Their aggregate 
remuneration comprised:
£ £ £ £ £ £
Wages and salaries 4,075,012 - 807,782 149,261 - 112,346
Social security costs 485,155 - 92,054 16,162 - 11,020
Pension costs 56,234 - - - - -
4,616,401 - 899,836 165,423 - 123,366
Within Staff costs, £2,252,577 were attributed to cost of sales in the accounts within Infrastructure (2013:£nil). 48
©2014 Coms PLC | www.coms.com
8) Finance costs
Group Company
Year ended  
31 Jan 2014
Year ended  
31 Jan 2013
Year ended 
31 Jan 2014
Year ended 
31 Jan 2013
Continuing 
operations
Discontinued 
operations
Continuing 
operations
Discontinued 
operations
£ £ £ £ £ £
Finance Costs 415,176 - (2,064) (8,062) - (2,064)
Finance Income 1,360 - - - 1,360 -
Included within finance costs is a write back of an interest accrual in relation to Comunica acquisition - £478,338 (2013:£0) 
and an amount of £63,173 (2013: Nil) relating to the unwinding of the discount of the deferred consideration for Redstone 
Converged Solutions Limited.
9) Taxation 
As a result of accumulated tax losses , group relief and capital allowances there is atax charge for the year of £62,906 
(2012: £Nil) for both continuing and discontinued operations.  
There is no tax charge for the year (2013: £Nil) for  discontinued operations.  
The Group and Company tax charge for the year can be reconciled to the profit as disclosed in the statement of 
comprehensive income as follows:
Group Company
Year ended  
31 Jan 2014
Year ended  
31 Jan 2013
Year ended 
31 Jan 2014
Year ended 
31 Jan 2013
£ £ £ £
Profit/(loss)Loss before taxation 1,241,455 (936,415) (622,209) (670,077)
Tax at the UK corporation tax rate of 
23.75% (2013: 20%)
294,846 (187,283) (147,775) (134,015)
Dicountinued operations (81,874) (58,221) - -
Depreciation and amortisation 54,037 18,475 10,925 6,899
Disallowed 19,523 1,285 2,969 155
Capital Allowances/Profit on disposal (175,603) - - -
Surrendered for group relief - - 100,411 -
Losses brought forward (108,674) - - -
Losses carried forward 60,651 225,744 33,470 126,961
Tax charge for period 62,906 - - -
Deferred taxation 180,236 - - -
Taxation 117,330 - - -
At 31 January 2014 the Group had estimated tax losses of £5,227,997 (2013: £4,973,000) to carry forward against future 
profits. The Group recognised £204,167 of deferred tax assets  calculated at 23.75% based on use of these losses against 
future year profits.Within the period the Group also recognised £47,927 of deferred tax liabilities in regard to accelerated 
capital allowances.
Cont. 49
©2014 Coms PLC | www.coms.com
The analysis of deferred tax assets and deferred tax liabilities is as follows:-
Group Company
Year ended  
31 Jan 2014
Year ended  
31 Jan 2013
Year ended 
31 Jan 2014
Year ended 
31 Jan 2013
£ £ £ £
Deferred tax assets to be recovered 
within 12 months
204,167 - - -
Deferred tax assets to be recovered 
greater than 12 months
- - - -
204,167 - - -
Deferred tax liabilities to be payable 
within 12 months
49,601 - - -
Deferred tax liabilities to be payable 
greater than 12 months
- - - -
49,601 - - -
Deferred tax asset (net) 154,566
Gross amount on the deferred income 
tax is as follows:-
Accelerated capital allowances 23,931 - - -
Trade losses carried forward & recognised 
against profits within 1 year
204,167 - - -
180,236 - - -
10) Earnings per share
Earnings per share data is based on the Group profit for the year and the weighted average number of ordinary shares  
in issue.
Year ended Jan 2014 Year ended Jan 2013
Continuing 
operations
Discontinued 
operations
Total Continuing 
operations
Discontinued 
operations
Total
Basic profit/loss per share 0.24p (0.06p) 0.18p (0.40p) (0.12p) (0.52p)
Diluted profit/loss per share 0.22p (0.05p) 0.17p (0.40p) (0.12p) (0.52p)
Profit for the year 
attributable to owners of the 
parent company 
£1,358,785 (£344,731) £1,014,054 (£936,415) (£291,104) (£1,227,519)
Year ended Jan 2014 Year ended Jan 2013
Number of shares No. No.
Weighted average number of ordinary shares  
in issue
559,408,855 235,690,291
Weighted average number of diluted ordinary 
shares in issue
612,427,892 235,690,291 50
©2014 Coms PLC | www.coms.com
11) Goodwill
£
Cost at 31 January 2013 1,951,884
Additions 10,968,056
Disposal (35,500)
At 31 January 2014 12,884,440
Accumulated impairment losses at 31 January  2013 and 31 January 2014 -
Carrying value at 31 January 2014 12,884,440
Carrying value at 31 January 2013 1,951,884
Carrying value of goodwill is allocated as follows: 2014 2013
£ £
Telephony Services 4,159,977 1,951,884
Infrastructure 8,724,463 -
12,884,440 1,951,884
In May 2013 the Company acquired the entire issued share capital of Premium-O Limited, a company which  
provides premium rate telephony services for a consideration of £1,800,000 satisfied through the issue of 60,000,000 
ordinary shares. A consideration of £285,027 in cash was also paid.
In November 2013 the Company acquired Comunica Holdings Limited, the ICT infrastructure, data centre and smart 
building solutions business for a consideration of £9.5 million, to be settled by a payment of £7.65 million and a deferred 
consideration of £1.85 million. The fair value of the deferred consideration, discounted at a discount factor of 15.82%  
is £1,597,306.
In December 2013 the Company acquired Clicks Media Studios and Darkside Animations Limited for a combined 
consideration price of £167,000 cash and a consideration of £175,000 satisfied through the issue of 3,888,885  
ordinary shares.
The Group assesses at each reporting date whether there is an indication that an asset may be impaired, by considering 
the net present value of discounted cash flow forecasts. 
Fair Value
In November 2013 the Group acquired 100% of the issued share capital of Comunica Holdings (Redstone), an  
ICT infrastructure, data centre and smart building solutions business to diversify its telecoms and infrastructure  
product offering. The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are  
as set out below:
Acquisition Costs Fair Value Carrying Value
Premium-O Limited 2,085,027 170,351 1,914,676
RCS Limited 9,247,306 522,843 8,724,463
Darkside Animations 242,676 12,828 229,848
Clicks Media Limited 99,324 255 99,069
Cont. 51
©2014 Coms PLC | www.coms.com
Goodwill on consolidation has been allocated for impairment testing purposes to two cash-generating units (“CGU”). The 
CGU being the Telephony provision & services, and Infrastructure. The recoverable amount of a CGU is determined based 
on value in use calculations using cash flow projections based on financial budgets approved by the Directors covering 
a three year period. The projections are based on the assumption that the Group can realise projected sales. A prudent 
approach has been applied with no residual value being factored into these calculations. If the projected sales do not 
materialise there is a risk that the total value of the intangible assets shown above would be impaired. The company, 
in its prudent approach has based its projections on annualised incremental growth in revenue and costs of 2% with 1% 
attributed to administrative costs.
Each CGU will have its own pre-tax discount rate of 13.71% for the telephony companies and 15.82% for the Infrastructure 
company. The same rates were applied to the cash flow projections, after taking into consideration the Group’s cost of 
capital, the expected rate of return and various risks relating to the CGU.
At the year end, based on these assumptions there is no indication of impairment of the value of goodwill.
Included within Redstone Converged Solutions Limited’s fair value of net assets at acquisition is a provision of £593,990 
relating to accounts receivable on contracts that were at the time deemed irrecoverable. Subsequent to that, work was 
conducted to significantly improve recoverability on construction contracts and this provision was then reversed at the 
year end.
12) Other intangible assets 
Group Company
Development 
costs
Other 
intangible 
assets
Total Other 
intangible 
assets
£ £ £ £
Cost or valuation 
At 31 January 2012 221,834 - 221,834 -
Additions 8,543 138,000 146,543 138,000
Disposals (14,582) - (14,582) -
At 31 January 2013 215,795 138,000 353,795 138,000
Additions 222,480 1,570,000 1,792,480 -
At 31 January 2014 438,275 1,708,000 2,146,275 138,000
Accumulated amortisation  
and impairment 
At 31 January 2012 125,537 - 125,537 -
Charge for the year 38,879 34,497 73,376 34,497
Disposals (14,780) - (14,780) -
At 31 January 2013 149,636 34,497 184,133 34,497
Charge for the year 55,142 56,167 111,309 46,000
At 31 January 2014 204,778 90,664 295,442 80,497
Carrying value 
At 31 January 2014 233,497 1,617,336 1,850,833 57,503
At 31 January 2013 66,159 103,503 169,662 103,503
At 31 January 2012 96,297 - 96,297 -
Cont. 52
©2014 Coms PLC | www.coms.com
Within the year the company acquired Intangible assets totalling £1,570,000, comprising the following:-
n  In February 2013 the Company acquired the World Telecom database of approximately 50,000 corporate customers  
from Epicco Limited, a company controlled by Dave Breith, for a consideration of £50,000 satisfied through the issue  
of 5,000,000 ordinary shares.
n  In May 2013 the Company acquired the broadband customers and certain other assets of So Purple Tech Limited 
trading as ADSL24 for a consideration of £800,000, satisfied by £50,000 in cash and the issue of 41,666,667  
ordinary shares.
n  In June 2013 the Company acquired a set of assets from the CEO, Dave Breith for a consideration of £200,000,  
satisfied by the issue of 6,666,666 ordinary shares, and another set of network assets from TFM Networks limited  
for a consideration of £480,000 satisfied by the issue of 17,777,777 ordinary shares.
n In August the Company paid for a licence for Your Forum (G-Cloud accreditation) for the sum of £40,000
The above intangible acquisitions are being amortised over their useful estimated economic life of 10 years.  
The remaining intangible assets are being amortised over their estimated economic life of 5 years.
On 1 May 2012 the Group entered into an outsource agreement with Obsidian Support Services Limited (Obsidian) using 
a newly formed wholly owned subsidiary, Coms Enterprise Limited. Under the agreement Coms Enterprise Limited 
recruited a sales and management team and will provide a range of new telephony services to the customers of Obsidian 
and to new customers in the corporate and public sectors. The consideration payable under the agreement of £138,000 
has been treated as an intangible asset and will be amortised over the estimated useful life of three years.
13) Property, plant and equipment
Group Plant & 
Machinery
Leasehold 
Improvements 
Fixtures & 
Fittings
Computer 
Equipment
Total
£ £ £ £ £
Cost
At 31 January 2012 159,127 - 26,051 86,157 271,335
Additions 12,519 - 2,633 - 15,152
Disposals (36,127) - - - (36,127)
At 31 January 2013 135,519 - 28,684 86,157 250,360
Acquisition of subsidiaries 13,066 633,416 86,551 1,722,400 2,455,433
Additions 84,436 33,439 84,448 661,323 863,646
Disposals - - (488,314) (488,314)
At 31 January 2014 233,021 666,855 199,683 1,981,566 3,081,125
Accumulated depreciation  
and impairment 
At 31 January 2012 117,207 - 21,762 85,899 224,868
Charge for the year 18,736 - 3,112 258 22,106
Disposals (27,211) - - - (27,211)
At 31 January 2013 108,732 - 24,874 86,157 219,763
Acquisition of subsidiaries 9,556 598,321 62,156 1,567,663 2,237,696
Charge for the year 22,723 19,897 12,520 25,575 80,715
Disposals (488,314) (488,314)
At 31 January 2014 141,011 618,218 99,550 1,191,081 2,049,860
Carrying value 
At 31 January 2014 92,010 48,637 100,133 790,485 1,031,266
At 31 January 2013 26,787 - 3,810 - 30,598
At 31 January 2012 41,920 - 4,289 258 46,467 53
©2014 Coms PLC | www.coms.com
14) Inventories
Group 31 January 2014 31 January 2013
Finished goods £ £
363,973 4,791
15) Trade and other receivables
Group Company
31 January 2014 31 January 2013 31 January 2014 31 January 2013
Current £ £ £ £
Trade receivables 4,254,692 139,332 - -
Accounts receivable  
under contract
2,980,949 - - -
Other receivables 568,057 83,241 13,814 82,812
Taxes and social  
security costs
41,647 14,758 41,316 12,660
Prepayments and  
accrued income
858,544 155,507 5,042 25,094
8,703,889 392,838 60,171 120,566
Non-current 
Amounts due  
from subsidiaries
- - 8,100,917 3,264,624
Less impairment provision - - (3,037,331) (3,037,391)
- - 5,063,586 227,233
The Directors consider that the carrying amount of trade and other receivables approximates their fair value. 
Included within other debtors is an amount of £400,813 (2013: £13,813) that is secured against monies due under an 
operating lease.
Included within Accounts receivable under contract is an amount of £2,212,895 (2013: £NIL) relating to construction 
contracts in progress at the balance sheet date.
16) Cash and cash equivalents
Group Company
31 January 2014 31 January 2013 31 January 2014 31 January 2013
£ £ £ £
Bank current account 998,947 171,962 84,750 123,852
The carrying amount of these assets approximates their fair value. The Company has a parent company guarantee for 
Redstone Converged Solutions Limited. 54
©2014 Coms PLC | www.coms.com
17) Finance leases
Minimum lease payments under finance leases fall due as follows:
31 January 2014 31 January 2013
£ £ 
Not later than one year - 1,983
Later than one year but not more than five - -
- 1,983
Future finance charges on finance leases - (123)
- 1,860
18) Trade and other payables
Group Company
31 January 2014 31 January 2013 31 January 2014 31 January 2013
£ £ £ £
Trade payables 3,148,257 269,079 - -
Social Security and  
other taxes
1,295,745 91,398 - -
Other payables 706,884 80,379 1,660,979 74,280
Accruals and  
deferred income
3,235,435 208,138 178,381 83,511
Deferred consideration 1,660,480
Amounts due to subsidiaries - - - -
10,046,801 648,994 1,839,360 157,791
Included within the Accruals and deferred income total are the following provisions:-
n Onerous lease commitment relating to an office no longer in use of £28,105 (2013: £0)
n  HMRC PAYE Settlement of £27,322 (2013:£0) in relation to a pre-acquisition investigation. The Company has accounted 
for the maximum liability.
n  A dilapidation charge of £125,335 relating to the closure of an office building, based on management’s best estimates 
(2013£Nil). 55
©2014 Coms PLC | www.coms.com
19) Share capital and reserves
Details of the Company’s share capital are set out in the following table:
31 January 2014 31 January 2013 31 January 2014 31 January 2013
Number Number £ £ 
Allotted, called up and  
fully paid:
Ordinary shares of 0.1p each 821,789,864 321,138,227 821,790 321,138
Deferred shares of 1p each 127,144,044 127,144,044 1,271,440 1,271,440
Deferred shares of 0.1p each 770,714,046 770,714,046 770,714 770,714
Total 2,863,944 2,363,292
Cont. 56
©2014 Coms PLC | www.coms.com
Movements in issued, allotted and fully paid ordinary share capital Number Issue 
price
Share 
Capital 
Share 
Premium 
Merger 
Relief 
Reserve
Total
£ £ £
Ordinary shares issued:
Ordinary Share issue as part of settlement payment to former director 
March 13
8,232,375 0.8p 8,232 57,627 65,859 
Ordinary Share issue in connection of acquisition from current director 
March 13
5,000,000 1p 5,000 45,000 50,000 
Ordinary Share issue in connection with trading licence from current 
director March 13
6,300,000 1p 6,300 56,700 63,000 
Ordinary Share issue in connection of acquisition May 13 41,666,667 1.8p 41,667 708,333 750,000 
Ordinary Shares issues in connection with placing May 13 2,777,778 1.8p 2,778 47,222 50,000
Ordinary Shares issues in connection with placing May 13 81,081,081 1.85p 81,081 1,418,919 1,500,000
less : Issue costs (98,975) (98,975)
Ordinary Share issue in connection of acquisition from current director 
June 13
48,000,000 3p 48,000 1,392,000 1,440,000
Ordinary Share issue in connection of acquisition from current director 
June 13
17,777,777 2.7p 17,778 462,222 480,000
Ordinary Share issue in connection of acquisition from current director 
June 13
6,666,666 3p 6,667 193,333 200,000
Ordinary share issue on exercise of warrants August 13 6,237,332 1p 6,237 56,136 62,373
Ordinary share issue on exercise of warrants August 13 9,355,998 1p 9,356 84,204 93,560
Ordinary Shares issues in connection with placing August 13 47,085,181 3.7p 47,085 1,695,067 1,742,152
less : Issue costs (69,686) (69,686)
Ordinary Shares issues in connection with placing September 13 6,554,700 3.7p 6,555 235,969 242,524
less : Issue costs (9,701) (9,701)
Ordinary Share issue in connection of acquisition from current director 
September 13
12,000,000 3p 12,000 348,000 360,000
Ordinary share issue on exercise of warrants October 13 2,346,800 3.7p 2,347 84,485 86,832
less : Issue costs (3,473) (3,473)
Ordinary Shares issues in connection with placing October 13 137,300,000 3p 137,300 3,981,700 4,119,000
less : Issue costs (234,165) (234,165)
Ordinary Shares issues in connection with placing October 13 30,285,997 3p 30,286 878,294 908,580
less : Issue costs (45,429) (45429)
Ordinary share issue on exercise of warrants December 13 3,000,000 2p 3,000 57,000 60,000
Ordinary share issue on exercise of warrants December 13 539,750 3.7p 540 19,431 19,971
less : Issue costs (799) (799)
Ordinary Share issue in connection of acquisition December 13 3,888,885 4.5p 3,889 171,111 175,000
Ordinary share issue on exercise of warrants January 14 9,473,950 3.7p 9,474 341,062 350,536
less : Issue costs (14,021) (14,021)
Ordinary share issue on exercise of warrants January 14 15,080,700 3.7p 15,081 542,905 557,986
less : Issue costs (22,319) (22,319)
Total movement in the year 500,651,637 500,652 10,467,041 1,911,111 12,878,805
At 31 January 2013 321,138,227 321,138 9,497,234 - 9,818,372
At 31 January 2014 821,789,864 821,790 19,964,275 1,911,111 22,697,177
Cont. 57
©2014 Coms PLC | www.coms.com
Share premium account comprises the amount subscribed for share capital in excess of nominal value. The total amount 
of placing costs in the period were £498,569. The total proceeds from issued shares within the period were £9,793,513.
The merger relief reserve arose where equity shares were allotted on the acquisition of subsidiaries and represents the 
difference between the fair value attributed to the share allotment in excess of the nominal value of the shares allotted. 
The reverse acquisition reserve arose on the acquisition of Coms Limited which was accounted for as a reverse acquisition. 
Under IFRS the consolidated accounts of Coms plc are treated as though they are a continuation of the consolidated 
accounts of Coms Limited. The reverse acquisition reserve represents the difference between the initial equity share 
capital of Coms plc and the share capital and share premium of Coms Limited at the date of acquisition.
The share based payment reserve represents the accumulated charges made to the income statement in respect of share 
based payments.
The accumulated deficit represents the cumulative loss of the Group attributable to equity shareholders of Coms plc.
20) Retirement benefit schemes
The Group operates a defined contribution company pension scheme for the directors and employees. The assets of 
the scheme are held separately from those of the Company. The annual contributions payable are charged to the income 
statement. For the period, pension costs incurred were £56,234 with £35,012 (2013: £ NIL) being included in cost of sales.
21) Related-party transactions 
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation 
and are not disclosed in this note.
Remuneration of key management personnel
During the year there were a number of transactions between the Company and its Directors. 
Directors’ fees
Director’s fees of £39,000 (2013: Nil) were paid to Gladstone Consultancy Partnership, of which Iain Ross is a partner, in 
respect of services provided by Iain Ross; £9,200 (2013: Nil) was outstanding at the year end. Director’s fees of £7,414 (2013: 
Nil) were paid to Warspite Limited, a company connected to Diana Dyer Bartlett, in respect of services provided by Diana 
Dyer Bartlett; £2,083 (2013: Nil) was outstanding at the year end. Director’s fees of £61,996 (2013: Nil) were paid to Iridian 
Consulting Services Limited, a company connected to Stephen Foster, in respect of services provided by Stephen Foster; 
£1,500 (2013: Nil) was outstanding at the year end.
Directors’ transactions -
During the year purchases of goods and services were made from companies in which D Breith is a director as follows:
Acquisitions of companies and assets from Directors
The following companies and assets were acquired by the Company from Dave Breith:
In February 2013 the Company acquired the World Telecom database of approximately 50,000 corporate customers  
from Epicco Limited, a company controlled by Dave Breith, for a consideration of £50,000 satisfied through the issue  
of 5,000,000 ordinary shares.
In May 2013 the Company acquired the entire issued share capital of Premium-O Limited, a company which provides 
premium rate telephony services for a consideration of £1,800,000 satisfied through the issue of 60,000,000 ordinary 
shares. A total of 35,700,000 shares were attributed to Dave Breith as part of this acquisition. A further cash consideration 
of £285,027 was payable (£169,591 to Dave Breith).
In June 2013 the Company acquired one set of asset from CEO, Dave Breith for a consideration of £200,000, satisfied by 
the issue of 6,666,666 ordinary shares.
Cont. 58
©2014 Coms PLC | www.coms.com
Products and services
During the year the Company entered into the following trading activities with companies or partnerships connected 
with Dave Breith:
n  The Group sourced hardware for internal use from Vitrx Limited on arms-length terms. During the year, purchases 
amounting to £118,177 (2013: 3,090) were made and the balance outstanding at 31 January 2014 to Vitrx was £1,717  
(2013: 3,708).
n  The Group occupied the offices of Jedbull LLP at no cost between January and December 2013. The rateable value of 
the property occupied was £72,000.
n  The Group purchased marketing and website services from Blabbermouth Limited on arm’s length terms. During the 
year services provided amounted to £52,866 (2013: £3,000) and the amount due to Blabbermouth at the period end 
was £1,800 (2013: nil)
n  Coms licenses its billing platform from AskMerlin Limited at a monthly charge of £10,500 per month. The licence is  
on arm’s length terms and expires on 31 July 2014. The cost of the licence during the year was £63,000 (2013: nil) and the 
amount owed to AskMerlin at the year end was nil (2013: nil).
22) Commitments
a) Capital commitments
There were no capital commitments at 31 January 2014.
b) Operating lease commitments
The Company leases office buildings and warehousing under a licence/lease to occupy. 
Lease 1 – has a life of 5 years terminating on 21 June 2014. This building was vacated in February 2014
Lease 2 – has a life of 57 months terminating in September 2018. This building is fully occupied.
Lease 3 – has a life of six month lease terminates in June 2014. This building will be vacated in June 2014
Lease 4 – has a life of 5 years terminating in September 2018. 
Future minimum lease 
payments under non-
cancellable operating leases at 
31 January 2014 are as follows:
2014 
Property
2014 
Vehicles
2013 
Property
2013 
Vehicles
£ £ £ £
Within one year 244,679 73,194 42,000 -
Between one and two years 325,592 58,826 17,500 -
Between two and five years 1,375,150 - - -
1,945,421 132,020 59,500 - 59
©2014 Coms PLC | www.coms.com
23) Financial instruments
Financial instruments 
In common with other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note 
describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure 
them. Further quantitative information in respect of these risks is presented throughout these financial statements.
The significant accounting policies regarding financial instruments are disclosed in the section ‘Financial Instruments’ in  
note 2.
There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and 
processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated  
in this note.
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
Group 31 Jan 2014 31 Jan 2013
£ £
Trade receivables 4,254,692 139,332
Other receivables 609,704 83,241
Cash and cash equivalents 998,947 171,962
Trade payables (3,148,257) (269,079)
Other payables (6,898,543) (397,915)
There were no material differences between the fair value and the carrying amounts of the Group’s financial instruments.
Financial risk management objectives and policies
The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and, 
while retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that 
ensure the effective implementation of the objectives and policies to the Group’s finance function. The Board receives 
regular reports from the Finance director through which it reviews the effectiveness of the processes put in place and the 
appropriateness of the objectives and policies it sets.
The overall objective of the Board is to set polices that seek to reduce risk as far as possible without unduly affecting the 
Group’s competitiveness and flexibility. Further details regarding these policies are set out below:
Credit risk
Credit risk arises principally from the Group’s trade receivables. It is the risk that the counterparty fails to discharge its 
obligation in respect of the instrument. The maximum exposure to credit risk equals the carrying value of these items in  
the financial statements.
As at 31 January 2014 the ageing analysis of trade receivables of the Group is as follows:
Past due but not impaired
Total Neither past due 
nor impaired
<30 days 30-60 days 60-90 days >90 days
£ £ £ £ £ £
2014 4,254,692 1,906,576 - 1,456,997 432,071 459,047
2013 139,332 31,754 - 39,556 35,399 32,623
Credit risk with cash and cash equivalents is reduced by placing funds with banks with high credit ratings. 60
©2014 Coms PLC | www.coms.com
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the amount of funding committed to its 
product development programme. It is the risk that the Group will encounter difficulty in meeting its financial obligations 
as they fall due. 
The Board receives cash flow projections on a monthly basis as well as information on cash balances. The Group’s policy  
is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due.
Further discussion of the Group’s liquidity position is set out in the Directors’ Report.  
The Board will not commit to material expenditure in respect of its ongoing development work prior to being satisfied 
that sufficient funding is available to the Group to finance the planned programmes. 
All of the Group’s financial instruments are due for repayment in less than one year.
Interest rate risk
The Group has no interest-bearing liabilities in the form of long-term bank borrowings and accordingly there is no 
associated interest rate risk. 
There is no significant interest rate risk in respect of temporary surplus funds invested in deposits and other interest-
bearing accounts with financial institutions as the operations of the Group are not dependent on the finance income 
received. However it is the Group’s policy to manage the interest rate risk over the cash flows on its invested surplus 
funds by using only substantial financial institutions when such funds are invested.
Capital
The Group considers its capital to comprise its ordinary share capital, deferred share capital, share premium, merger 
relief reserve, reverse acquisition reserve, share based payment reserve and accumulated retained earnings as its capital 
reserves. A summary of the amounts of capital in each of these categories is shown in the consolidated statement of 
changes in equity on page 24. 
In managing its capital, the Group’s primary objective is to provide a return for its equity shareholders through capital 
growth. Going forward the Group will seek to maintain a gearing ratio that balances risks and returns at an acceptable 
level and also to maintain a sufficient funding base to enable the Group to meet its working capital and strategic 
investment needs. In making decisions to adjust to adjust its capital structure to achieve these aims, either through new 
share issues or the issue of debt, the Group considers not only its short-term position but also its long-term operational 
and strategic objectives. 
There have been no other significant changes to the Group’s management objectives, policies and processes in the year 
nor has there been any change in what the Group considers to be capital.
Currency risk
The Group operates throughout the world, however mainly with the UK. All material equity and financial liabilities are 
contracted in Sterling and hence there is no significant currency risk. 61
©2014 Coms PLC | www.coms.com
24) Fixed asset investments
Details of the Company’s subsidiaries at 31 January 2014 are as follows:
Place of 
incorporation 
and operation
Proportion  
of ownership 
interest
Proportion  
of voting  
power held
Method used 
to account for 
investment
Nature of business Date of 
acquisition
Subsidiary % % 
Coms Mobile Ltd (formerly 
ExchangeXT Limited)
England 100 100 equity method Telecommunications
Superline Telecommunications 
Limited 
1
England 100 100 equity method Telecommunications
Coms.Com Limited England 100 100 equity method Telecommunications
Coms Enterprise Limited England 100 100 equity method Telecommunications
Premium O Limited England 100 100 equity method Telecommunications 12 June 2013
Coms Media Limited England 100 100 equity method Media 16 December 2013
Darkside Animation Limited 
2
England 100 100 equity method Media 16 December 2013
Clicks Media Limited 
2
England 100 100 equity method Media 16 December 2013
Comunica Holdings Limited England 100 100 equity method Holding company 21 November 2013
Redstone Converged Solutions 
Limited 
3
England 100 100 equity method Infrastructure 21 November 2013
Cominica Group Limited 
4
England 100 100 equity method Dormant 21 November 2013
1
  Superline Telecommunications Limited is a wholly-owned subsidiary of Coms Mobile Limited  
(formerly ExchangeXT Limited)
2
 Darkside Animation Limited and Clicks Media Limited are wholly-owned subsidiaries of Coms Media Limited
3
 Redstone Converged Solutions Limited is a wholly-owned subsidiary of Comunica Holdings Limited
4
 Comunica Group Limited is a wholly-owned subsidiary of Redstone Converged Solutions Limited
Premium-O Limited and Coms Media Limited are wholly owned by Coms.com Limited
The registered office of each of the subsidiaries is Beacon House, Stokenchurch Business Park, Ibstone Road, 
Stokenchurch, Bucks, HP14 3FE.
Cont. 62
©2014 Coms PLC | www.coms.com
Investment in subsidiaries Total
£
Cost 
At 31 January 2013 5,988,754
Additions 9,247,306
At 31 January 2014 15,236,060
Accumulated amortisation and impairment 
At 31 January 2013 3,288,654
Charge for the year -
At 31 January 2014 3,288,654
Carrying value 
At 31 January 2014 11,947,406
At 31 January 2013 2,700,100
The investment addition in the Company is for Comunica Holdings Limited of which Redstone Converged Solutions 
Limited is a wholly owned subsidiary.
25) Post-balance sheet events
On 7 February 2014 the Company acquired Actimax Acquisitions Limited for an initial consideration of £2.4 million payable 
in cash and a deferred consideration of £1 million conditional on revenues for the 12 months following completion 
exceeding £7.6 million.
On 7 February 2014 the Company issued by way of a cash placing 138,333,333 ordinary shares at a price of 6 pence per 
share, raising £8.3 million pounds before expenses.
On 10 March the Company acquired Smarter Mobile UK Limited for a total consideration of £225,000 payable in cash.
The Company has settled £559,766 in May 2014 being one third of the Redstone acquisition deferred payment.
26) Options and Warrants
The Company has the following share warrants and options outstanding at 31 January 2014
Number Date granted Price Period of Exercise
Warrants 100,000 20/5/08 50p 20 May 08 – 20 May 18
Unapproved options 260,000 20/5/08 50p 20 May 08 – 20 May 18
Warrants 1,088,813 14/9/09 5p 14 Sep 10 – 11 Sep 14
EMI options 725,876 14/9/09 5p 14 Sep 10 – 11 Sep 14
Warrants 5,000,000 18/1/13 0.75p 18 Jan 13 – 18 Jan 15
Warrants 2,380,952 25/2/13 0.84p 25 Feb 13-25 Feb 18
EMI options 21,750,000 20/3/13 0.825p 20 Mar 13 - 20 Mar 15
Warrants 1,000,000 10/6/13 5p 10 Jun 14 - 10 Jun 16
EMI options 500,000 12/6/13 2.7p 12 Jun 13 - 12 Jun 15
Warrants 4,000,000 12/6/13 5p 12 Jun 13 - 12 Jun 16
Warrants 5,000,000 12/6/13 2.81 12 Jun 13 - 12 Jun 16
Warrants 4,000,000 30/9/13 5p 30 Sep 13 - 30 Sep 15
EMI options 23,625,000 1/10/13 3p 01 Oct 13 - 01 Oct 15
EMI options 4,000,000 1/11/13 3.5p 01 Nov 13 - 01 Nov 15
Unapproved options 36,000,000 1/11/13 3.5p 01 Nov 13 - 01 Nov 15
Unapproved options 1,000,000 15/11/13 3.5p 15 Nov 13 -15 Nov 15
Unapproved options 375,000 29/11/13 3.88p 29 Nov 13 - 29 Nov 15 63
©2014 Coms PLC | www.coms.com
27) Share based payments
Since incorporation the Company has issued warrants and options enabling the holders to subscribe for ordinary shares 
of 0.1p each.
31 January 2014 31 January 2013
Number Weighted average 
exercise price
Number Weighted average 
exercise price
Outstanding 29,450,876 1.80p 2,274,689 12.4p
Restated EMI Options (6,682,857) 1.80p - -
Granted during the year 187,712,033 2.86p 27,276,187 0.95p
Lapsed during the year - - (100,000) 10.00p
Exercised during the year (99,674,411) 3.22p - -
Outstanding 110,805,841 1.80p 29,450,876 1.80p
Exercisable 17,269,927 3.9p 7,274,689 4.29p
In April 2013 3,000,000 warrants were issued to Simple Investments and these were fully exercised within the year at an 
exercise price of 2p.
In May 2013 81,081,081 warrants were issued to Novum Securities and these were fully exercised within the year at an 
exercise price of 3.7p.
In August 2013, 15,593,330 options granted to employees in the prior year were exercised at an exercise price of 1p per share.
The fair value of share options and warrants granted during the year was measured using the Black-Scholes method with 
the following inputs:
Grant date Share Price at 
Grant date
Exercise 
price
Risk Free rate Expected 
Volatility
Fair value 
of option
Expected 
life
25/02/2013 8p 0.84p 3.38% 11% 0.46p 2 years
20/03/2013 0.86p 0.825p 3.34% 6% 0.48p 2 years
10/06/2013 2.56p 5p 3.38% 19% 0.03p 2 years
12/06/2013 2.67p 2.7p 3.34% 19% 0.23p 2 years
12/06/2013 2.56p 5p 3.38% 19% 0.03p 2 years
12/06/2013 2.56p 2.81 3.38% 19% 0.19p 2 years
30/09/2013 3.82p 5p 3% 25% 0.2p 2 years
01/10/2013 2.89p 3p 3.34% 11% 0.12p 2 years
01/11/2013 3.5p 3.5p 3.34% 23% 0.38p 2 years
01/11/2013 3.5p 3.5p 3.34% 23 % 0.39p 2 years
15/11/2013 3.81p 3.5p 3.34% 11% 0.36p 2 years
29/11/2013 4.17p 3.88p 3% 10% 0.34p 2 years
Expected volatility was determined by calculating the historical volatility of the Company’s share price over the last one 
year. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of 
non-transferability, exercise restrictions, and behavioural considerations.
A charge of £26,977 (2013:£43,513) has been made for the share based payments. 
All employee share based payments are target driven by personal and company specified results.
The weighted average remaining contractual life of outstanding share options is 608 days (2013:801).  64
©2014 Coms PLC | www.coms.com
If you would like to find out more.
Contact us:
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e: hello@coms.com
w: coms.com