Financial statements
For the year ended 31 December 2012 Totally Plc is listed on London’s Alternative Investment Market
(ticker “TLY”).
Totally comprises of two business units:
Totally Communications are leading experts in the online industry. They specialise
in Software Development, Creative Web Design and Search Marketing.
They work with a range of clients across many different sectors: Global enterprises,
Charities, SMEs or new business startups.
Totally Health is a wholly owned subsidiary of Totally plc, established in 2011
to provide digital solutions to the healthcare sector.
Totally Health is made up of a highly experienced team, offering bespoke
healthcare solutions, focussing on the provision of Professional Health Coaching
which promotes self care and long term behaviour changes to enable people
to live longer and more independently.
Contents
Performance highlights 01
Chairman’s statement 02
Chief Executive’s review 03
Totally’s market 05
Business review 07
Directors’ report 09
Board report on Corporate Governance 13
Statement of Directors’ Responsibilities 15
Independent auditor’s report 16
Consolidated income statement 18
Consolidated statement of changes in equity 19
Consolidated statement of financial position 20
Company statement of financial position 21
Consolidated cash flow statement 22
Notes to the financial statements 23
Company information 44 PERFORMANCE HIGHLIGHTS
01
Revenues from continuing operations £1.62m up 86 per cent. (2011: £0.87m)
Gross profit from continuing operations £0.63m up 33 per cent. (2011: £0.48m)
Total EBITDA from continuing operations £(0.52)m (2011: £(0.06)m)
Operating loss from continuing operations before tax £(0.55)m (2011: £(0.08)m)
Cash utilised from operating activities £(0.14)m (2011: £(0.01)m)
Basic loss per share (0.6)p (2011: (0.2)p per share)
Commencement of sales of digital solutions to healthcare sector
Entry into Shared Decision Making contract with the NHS
Sale of the UK publishing business Key events included the signing of the important Shared Decision Making
(SDM) contract with the NHS in January and the sale of our print media
business in May. However, more important even than these significant
milestones, was the assembly of a strong team of expert professionals
and corporate partners.
During the latter part of 2012 and early 2013, we raised approximately
£1.1 million (net of expenses) of capital for the Company through the
placing and exercise of warrants. This fundraising will help us to meet the
ongoing challenges of our enhanced contractual responsibilities. As we win
new contracts we will seek to ensure that the strength of our balance sheet
keeps pace with the strength of our market success. We expect the real
benefits of the repositioning of Totally Plc to be reflected in earnings
performance from 2014 onwards.
Our management team, expertly led by Wendy Lawrence as CEO, is currently
submitting proposals for a number of contracts which, if awarded, will
enable us to leverage our SDM experience. Wendy was formally appointed
to the Board on 2 May 2013. With her previous NHS and private sector
experience we are very pleased to have her as our CEO. With healthcare
systems throughout the world battling to adapt to serious financial
constraints, we believe that the cost savings and enhanced health
outcomes we have demonstrated through our programmes to date, will
mean our solutions will not only be in demand by Clinical Commissioning
Groups (CCGs) and other health organisations in the UK, but also by
healthcare providers internationally. We hope to be able to make positive
announcements in this regard over the summer months.
By providing patients with clear and accurate information to support them
through their care pathways, we intend to make an important contribution to
society. We believe that by empowering patients with timely and trusted
information, Totally’s healthcare solutions can play an important part in the
therapeutic process. Our success in these endeavours will, I believe, lead to
significant increases in value for shareholders and stakeholders alike. 
Dr. Michael Sinclair
Non-Executive Chairman
21 June 2013
CHAIRMAN’S STATEMENT
02
2012 marked the transformation of Totally Plc into a serious participant in the Healthcare
IT market, maximising the digital expertise within our Totally Communications business
to extend and strengthen the capabilities of Totally Health. CHIEF EXECUTIVE’S REVIEW
03
Totally Health
At the end of January 2012, Totally Plc signed its first NHS contract to
provide 36 disease-specific Personal Decision Aids (PDAs) and associated
Mobile Apps for iPhone and Android handsets. It was also commissioned
to provide a CRM database to underpin the Shared Decision Making
programme and health coaching for all users of the service. This was an
initial one-year contract that ran through to mid-March 2013 for all
deliverables. Excellent progress was made during 2012, with the formation
of our Medical Advisory Groups, comprising national clinical leaders across
specific disease areas. Work continues with NHS England to secure a way
forward with their Shared Decision Making Programme
2012 also saw us sign of our first NHS contract for the Management of
Long Term Conditions, a critical issue and a major priority for the UK’s health
service. The initial programme has seen us begin work with a group of COPD
(Chronic Obstructive Pulmonary Disease) patients, to provide them with
telecare (via another supplier) together with Health Coaching services
from Totally Health. Early results from this programme are very positive.
Evidence shows that the initiative has not only yielded significant cost-
savings for the Clinical Commissioning Groups (CCGs), but it has also had
a tremendously positive impact on the health outcomes of the patients
involved. Unplanned/emergency admissions to hospital have reduced
significantly for this group of patients and their condition has been much
better managed, even through the winter months, which are traditionally
when COPD patients struggle most.
Totally Communications
Totally Communications delivered services to more than 50 clients,
many of them with multiple contracts for diverse services.
Key highlights include:
NHS Shared Decision Making Programme
36 Mobile Apps for both iPhone and Android handsets
Shared decision making application and associated services
Interactive Website for all Personal Decision Aids (36 in total for 2012)
SANDY CRM system
Health Foundation
Website redesign
Design and delivery of mobile website
Research scan database integration
Totally Plc entered 2012 with two clear aims; to continue its development and growth
in the healthcare sector, and to build upon its established reputation as a leading
provider of digital technologies. Throughout the year, these two individual Group
companies, Totally Health and Totally Communications (with Rise Digital), worked
collaboratively to deliver innovative solutions to NHS and private sector organisations,
not-for-profit organisations and charities. Website build for self-management support resource centre 
Website build for Shared Decision Making resource centre 
Email marketing services integration
United Synagogue 
Update to membership system to integrate child/teen
membership services
Development of a front end, self-service portal for adult,
child/teen members
Development of back-end events/trip management system,
fully integrated reporting and communications tools to service
adult and child/teen members
Operations
2012 was also about building capacity and extending capability. Throughout
the year, we continued to expand our team of experts to support sustainable
growth across the Group and to ensure we consistently provide the optimal
team to deliver a top quality offering to the markets in which we operate.
We have strengthened our management teams:
Andrew Margolis is now Chief Operating Officer for Totally Plc
Ben Gritz is Managing Director for Totally Communications
Donald Baladasan is our Finance Director
Our clinical team continues to grow in strength as new service models
are planned and developed.
Our Bids team has gone from strength to strength and processes are in
place to ensure we are able to respond to all queries efficiently and
effectively. This work has continued into 2013.
2012 was certainly an exciting year for all concerned - but I believe that this
was only the beginning of what promises to be an exciting phase of growth
and development for the Company.
Financial Review
The Company’s strategic repositioning translated into revenue growth of
86% in 2012 to £1.62m (2011:£0.87m). Totally Health contributed
£0.77m of which £0.71m related to delivery of the NHS SDM contract
and £0.06m related to the pilot COPD health coaching contract for
NHS Leicester. Totally Communications contributed £0.85m (net of
intra-group revenue).
The operating loss for the year was £(0.56)m and the contribution split
across the Group was Totally Communications £0.03m, Totally Health
£(0.26)m and Totally Plc £(0.33)m. The losses in Totally Health reflected the
infrastructure improvement costs including ISO accreditation and business
development. These costs were incurred to strengthen the Group’s ability to
win and deliver further contracts.
Group operating cash utilised during the year was £0.14m this included the
covering of all Plc costs. In addition the Group undertook a warrant
conversion funding round which generated net cash of £0.5m in December
2012. The second part of this funding generated a further £0.5m in January
2013. The funding proceeds were used to finance the costs incurred in
repositioning the Company and to provide working capital. The current cash
balance is approximately £0.15m and there are no bank borrowings.
As referred to above we are pleased that there are a number of significant
new business opportunities under negotiation, certain of which we hope to
be able to announce in the near term. The recent transition from Primary
Care Trusts (PCTs) to CCGs in April has resulted in considerable internal
reorganisation within the NHS. In particular for Totally this has affected the
management of budgets and the contract decision making process with the
new NHS bodies.
Totally is confident that, as the new CCGs and other NHS bodies bed down,
the award of contracts will accelerate in the second half of 2013. In the
short term this has resulted in a reduction in expected revenues for the
Group in the current financial year but the Board is confident that it has
sufficient working capital at present to operate the business going forward
should the expected contracts and contracted revenue crystallise in line
with internal projections. Having said that, the Board is exploring options to
strengthen the Company’s balance sheet over the next few months, one of
which may be through the issue of new equity to ensure that the Company
has adequate resources to implement its business plan in full and fully
capitalise on the exciting opportunities that the Company has ahead of it.
I would like to thank everyone involved with the delivery of every aspect
of every area of the Company and for their dedication and commitment
during 2012.
Wendy Lawrence
Chief Executive Officer
21 June 2013
CHIEF EXECUTIVE’S REVIEW
04 TOTALLY’S MARKET
05
The Totally portfolio
Totally Plc comprises two business units; Totally Health and Totally
Communications. The two businesses have been developed in recognition of
the increasingly important role that digital and interactive technologies are
playing in the evolution of business strategies across all sectors. 
Totally services set out to optimise the value of data and deliver customised
solutions that can improve engagement, streamline processes, drive
innovation and provide robust business intelligence to inform strategy.
Digital technology is changing the business paradigm. Totally takes a
collaborative approach to the development of customised solutions –
bringing together multidisciplinary stakeholders from targeted communities
to create holistic and interactive communications tools and services,
underpinned by robust and reliable data.
Our markets
Healthcare
The healthcare environment in the UK is undergoing significant change.
The introduction of the Health & Social Care Act (2012) has led to a
wholesale reorganisation of the NHS in England and a transformation in
the way healthcare services are commissioned. This radical overhaul,
which finally became a reality in April 2013, is being played out against
the wider backdrop of a sustained drive to reduce healthcare spending and
find more than £20 billion in efficiency savings – as well as improve the
quality of care and deliver better patient outcomes.
Faced with an ageing population, increased demand on the system and
an ongoing reduction in healthcare budgets, health and social care in the
UK is fast approaching a tipping point. The call to establish a new model
is reaching fever pitch.
National policy continues to point towards the development of integrated
care – bringing together previously disparate health and social care systems
to create a whole system approach to care. The establishment of integrated
care pathways, where patients sit at the centre and are empowered to make
a significant contribution to all decisions about their care, has therefore
become the long-term strategic goal in the UK.
But it is widely acknowledged that a successful move towards integrated
care will depend upon health and social care professionals ability to
harness the power of information.  The development of new and sustainable
models of electronic healthcare, where critical information can be securely
shared amongst patients and appropriate professionals across all settings,
will require a collective will to seize the opportunities that innovative
technologies currently present.
Totally Plc believes that digital solutions can play a major role in building
the health and social care services of the future. Used optimally, digital
technology can revolutionise care, accelerate treatment pathways and drive
health outcomes. The aggregation, communication and interpretation of
critical data can provide clinicians, care professionals and patients with the
ability to make informed decisions and improve the quality of care and
quality of life for the UK population.
Totally Health provides digital solutions to the UK healthcare sector.
These include tools to support shared decision making within the NHS,
customised electronic patient record systems for local healthcare
organisations, and bespoke long-term condition management programmes
that integrate health coaching, telehealth and case management. 
Totally Health works closely and collaboratively with NHS policymakers
to ensure its services meet the needs of all healthcare stakeholders;
Health Authorities, Clinical Commissioning Groups, Community Services,
Acute and Foundation Trusts, GP practices and, of course, patients.
Totally Health solutions are underpinned by leading edge digital
technologies developed by its sister company, Totally Communications.
Commercial and Not-for-Profit Organisations
The optimisation of digital technology has become one of the global
business community’s biggest priorities in recent years. As organisations
seek to reduce costs and increase operational efficiency, digital media – as
part of an integrated multichannel strategy – is widely regarded as a vital
engine for long-term growth. The proliferation of digital channels is helping
companies build interactivity with customers, extend core business and
identify new and emerging market opportunities.
Totally Plc comprises two business units; Totally Health and Totally Communications.
The two businesses have been developed in recognition of the increasingly important
role that digital and interactive technologies are playing in the evolution of business
strategies across all sectors. But the rapid evolution of digital media has coincided with a variability in
uptake across different market sectors. Whereas some industries have
reaped significant benefits from the early adoption of digital innovation,
others have been more cautious and taken an incremental approach to the
implementation of new technologies and communications platforms. Across
the board, businesses have sought to learn the lessons from the dotcom
boom of the early 2000s, where companies invested quickly and heavily in
web development, only for projects to fail to deliver the anticipated returns. 
Strategic multichannel planning as part of a fully-integrated communications
plan has therefore become a business-critical activity across all commercial
and not-for-profit organisations. Companies are increasingly recognising that
only the optimal balance of both traditional and digital media can deliver
cost-effective, efficient and productive communications that engage
customers, increase conversion and drive growth.
The interactive nature of digital technologies is helping to transform
organisations’ approach to the development of digital tools. As businesses
endeavour to become more customer-focused, many are beginning to
capture the insights of end-users and key stakeholders during the
development process – to ensure that digital products and services align
with customer needs and expectations. This growing trend is dramatically
changing the landscape of digital development. Companies are moving
away from a reliance on off-the-shelf digital solutions and are instead
opting to build bespoke products that tailor functionality to the needs
of their users. Businesses are increasingly deploying ‘Agile project
management’ techniques and taking an iterative and collaborative
approach to planning and delivery.
Adoption of Agile development methodology is steadily rising. There is
growing recognition that taking an iterative approach to the development of
digital tools – where iterations are tested and critiqued by key user groups,
and evaluations are used to inform the next phases of development – is
helping companies mitigate the risk of project failure, increase productivity,
reduce costs and accelerate speed to market. Moreover, Agile methodology
is helping organisations ensure that final iterations are built around the
robust alignment of business, IT and customer needs.
Although the move towards Agile project management is a global one,
in the UK alone it is growing in prominence. In the past two years, the UK
government has indicated its preference for all government digital services
to be developed using Agile techniques. Many of its pilot sites have been
tested by UK citizens using crowdsourcing, in the process, helping to inform
development and improve the user experience based on real-world evidence. 
Totally Communications is a full-service digital agency that creates intelligent,
bespoke solutions for commercial and not-for-profit organisations. Its
philosophy is built around taking the Agile approach to project management,
developing personalised digital and mobile solutions based on a full
understanding of clients’ customer environments and cultures.
Totally Communications is helping to transform the digital landscape for its
clients by developing bespoke solutions that optimise how they interact and
engage with customers. These solutions are developed collaboratively with
both internal and external stakeholders – across the full spectrum of
business executives and target users – to create personalised tools that
meet customer needs and expectations.
In the past decade, it has worked with a broad mix of commercial and not-
for-profit organisations – ranging from start-ups and SMEs to multinational
corporations and international charities.
Services encompass web development, content management systems and
social media integration, as well as mobile and web application development.
It also includes creative marketing solutions, software design, SEO and
analytics, support and hosting services. 
Totally Communications works in partnership with its clients, and walks hand-
in-hand with them along their ongoing journey towards digital optimisation. 
TOTALLY’S MARKET
06 BUSINESS REVIEW
07
Digital Marketing: Totally Communications
2012 saw another strong year of top line sales with year on year growth
of 13% per cent, despite tough conditions within the marketplace.
Performance highlights
Revenues £988,000 (2011: £871,000)
EBITDA £62,000 (2011: £152,000)
Operating profit £33,000 (2011: £130,000)
During the period under review, there was sustainable organic top line
revenue growth across each of Totally Communications’ three core business
activities of website & bespoke software development, online marketing and
hosting maintenance & support.
2012 saw close collaboration with Totally Health to deliver the significant
technical components to underpin the NHS Shared Decision Making project.
Totally Communications constructed the interactive website to house the 36
Patient Decision Aids (PDA) and integrated its Content Management System
Pelorous to ensure the PDAs can be updated. Mobile App versions of each
PDA were constructed for both Android and iPhone platforms.
Additionally, Totally Communications constructed a generic bespoke CRM
and patient-centric Case Management System to support the workflows of
Totally Health’s health coaches. This platform integrated web and telephony,
enabling both data secured via the web, as well as phone conversations via
Totally Health’s disparate virtual call centre to be stored securely on the
NHS secure N3 network.
During the period under review, Totally Communications strengthened its
market share of work within the not-for profit sector, with significant new
projects secured for both new as well as existing clients, highlights include:
A project for the War Memorials Trust where Totally Communications
constructed a online interactive website (www.warmemorialsonline.org.uk)
and supporting database system to track and manage all of the war
memorials across the UK. This project was secured following an open
tender and multi-agency pitch. 
A number of projects for the Health Foundation where Totally
Communications delivered a mobile version of their website; created
a new research database and self-support centre and integrated
email marketing capabilities
Extension to the United Synagogue’s bespoke membership system
to incorporate integrated events management and youth
membership functionality
Public Interest Law Alliance (Ireland), Totally Communications created
a database of case law as well as a mobile version of their online
propositions
Crisis, for their Crisis at Christmas campaign, where Totally Communications
created a mobile attendance app for their volunteers at their homeless
centres across London
Coram Children’s Legal Centre where Totally Communications delivered
a new website for the charity
British Group Inter-Parliamentary Union (BGIPU) where Totally
Communications delivered a new website
Totally Communications also secured significant projects from a number of
private and public organisations including one of Europe’s largest broadcasters
where Totally Communications was introduced by its partner Layer3 Systems
and created a new web-enabled system to monitor and track viewing figures
across the network; web-based propositions were also created for
Bioceuticals, Get Paid, Teliqo and Union Income Benefit.
Additionally, Rise Digital, launched in 2010 as a dedicated Online
Marketing division, saw revenues nearly double during the period under
review. Rise Digital specialises in the delivery of Search Engine
Optimisation, Pay per Click and Social Media campaigns, and revenues
now represent over 25% of Totally Communications’ annual revenues. 
Andrew Margolis
Managing Director (during the period under review)
Totally Communications Limited
The Business Review should be read in conjunction with the Chairman’s Statement
which includes information about the Group’s business performance during the year
and an indication of the Group’s future prospects. A review of the Group’s financial
position is included in the Directors’ report. Totally Health
The company’s principal activity is providing digital solutions to the healthcare
sector. The company started business activities in February 2012.
Performance highlights (2012)
Revenues £769,000
EBITDA -£253,000 (loss)
Operating loss -£261,000
During late 2011, Totally announced that it had secured Lot 1 of the NHS
Midlands and East Shared Decision Making contract, worth £1.595m
(inc VAT), with a contract initiation date of February 2012. Shared Decision
Making is an evidenced-based method to empower people to take control of
their healthcare decisions. The concept is written into the Health and Social
Care Bill and aims to empower patients to take control of decisions involved
in their long-term health. Since many of these decisions are based within the
management of long-term conditions, this is seen as a key part of the
strategy to aid the £20bn reduction of NHS costs over the next five years. 
For the majority of 2012, Totally Health focussed a significant amount of
resources in delivering this Shared Decision Making contract, which resulted
in the creation of 36 Patient Decision Aids (PDAs), available online via an
interactive website, as well as via mobile apps), delivered under extremely
challenging timescales. The project involved the formation of Medical Advisory
Groups for each PDA, which comprised of a total of 350 senior healthcare
professionals including many national clinical leads and senior surgeons
across specific disease areas. The project also included the coordination of
a number of third-party suppliers including the British Medical Journal
Evidence Centre, Primal Pictures, and MC Saatchi Mobile and Kindling
Strategies to help create patient facing evidence based content.
During the period under review, Totally Health created a virtual call centre,
a secure web-enabled patient-centric case management system, and
recruited a team of experienced clinical health coaches. 
Totally Health’s health coaches were used as an integral part of the Shared
Decision Making project to support patients in helping them make the right
decisions for themselves.
Also during the period under review, Totally Health signed an initial prototype
contract with the NHS in Leicester to provide our health coaching services
to the most acute 50 patients with Chronic Obstructive Pulmonary Disease.
The health coaches augmented existing telecare services. The initial results
were extremely positive, showing significant savings, resulting in further
discussions to extend the service provision.
Post event reporting period
During Q2 2013, the initial results of the prototype contract with Leicester were
announced, with in excess of £350,000 being directly saved by the use of
Totally Health’s health coaches. These savings were achieved by supporting only
an extremely small number of patients, and over only a 26 week period. Totally
Health subsequently announced an extension to the contract, to provide health
coaching to additional patients in the same disease area.
Andrew Margolis
Director, Totally Health
Jewish News and Media Group
The Group’s UK publishing business was sold in May 2012 – for details
see note 23 to the financial statements.
BUSINESS REVIEW
CONTINUED
08 DIRECTORS’ REPORT
09
Principal activities
The Group’s principal activities are the provision of digital marketing and
software development services (through Totally Communications) and
innovative solutions to the healthcare sector (through Totally Health).
Totally Communications Limited is a digital marketing agency and software
development company which has provided website design and development
services, bespoke software development, consultancy, and internet
marketing services to the not-for-profit and commercial sectors.
Totally Health Limited provides bespoke healthcare solutions for the
management of long term conditions. Solutions offered include clinical
health coaching, innovative software solutions and supporting shared
decision making. Totally Health developed 36 patient decision aids (Web,
Mobile & Print) for the NHS as part of the National SDM programme. Patient
decision aids are evidence-based, clinically relevant resources to supplement
clinical consultations; supported by Health Coaching they help patients
make informed decisions about their treatment options. Totally Health has a
clinical health coaching team who have a pivotal role in managing long term
conditions. Our health coaches educate and encourage patients to take an
active role in their own health, building confidence and skills to become
better informed about their condition.
The Group’s niche community media division was sold in 2012 –
for details see note 23 to the financial statements.
Business review and future developments
The review of the year’s operations, trading outlook and future developments
is contained in the Chairman’s statement and the Business Review on
page 2 and 7 to 8 respectively.
Results and dividends
The results for the year are set out on page 18. No interim dividend has
been paid and the Directors do not recommend a final dividend.
Share capital
Details of the changes in the authorised and the issued share capital are
set out in note 18 to the financial statements.
Financial summary
Group turnover from continuing operations in the year to 31 December 2012
increased year on year by 86 per cent. to £1.62 million (2011: £0.87 million).
Group EBITDA from continuing operations for the period was £(0.52) million
(2011: £(0.06) million).
Group operating loss from continuing operations for the period was £0.55
million (2011: loss of £0.08 million).
Cash flow and net debt
The Group cash flow statement is set out on page 22. Highlights include
cash utilised by operations of £144k (2011: £14k utilised), cash inflow
from disposal of subsidiaries of £210k (2011: £nil), net proceeds of
shares issued of £515k (2011: £nil) and £506k improvement in the
Group’s net funds position at 31 December 2012 to £50k in hand from
£456k net debt.
Liquidity and funding
At 31 December 2012 the Group had net current liabilities of £497k down
from £508k in the prior year. The Group maintains liquidity through the
careful management of the working capital cycle the use of working capital
generated through normal business activities.
The recent transition from Primary Care Trusts (PCTs) to CCGs in April 2013
has resulted in considerable internal reorganisation within the NHS. In
particular for Totally this has affected the management of budgets and the
contract decision making process with the new NHS bodies.
Totally is confident that, as the new CCGs and other NHS bodies bed down,
the award of contracts will accelerate in the second half of 2013. However
in the short term this has resulted in a reduction in expected revenues for
the Group in the current financial year. As a result of this the Board is
exploring options to strengthen the Company’s balance sheet, one of which
is likely to be the issue of new equity to ensure that the Company has
adequate resources to implement its business plan.
The Directors present their report and the financial statements for the year to
31 December 2012. The Group is in discussions with finance providers to ensure that the Group
has sufficient funding to meet its working capital requirements. As at the
date of this announcement none of these facilities have yet been agreed.
The Directors have prepared projected cash flow information for the period
ending 12 months from the date of their approval of these financial
statements as part of a three year business plan. Some of the items of
expenditure included within the forecasts are discretionary, and are under
the control of the Directors. Including these items of expenditure, the
forecasts indicate that additional funding of approximately £600,000 will
be required within the next six months to deliver the business plans.
The Directors are in discussions with current and potential new investors to
raise new equity to provide the necessary funding. The Directors believe that
the trading forecasts are realistic and that a fundraising will be able to be
completed, and accordingly, the financial statements have been prepared
on a going concern basis. However due to the need to identify investors and
complete a placing successfully, there is an uncertainty which may cast
doubt about the ability of the Group and the Company to continue as a
going concern. Inherently, there can be no certainty in these matters, but
the Directors believe that the going concern basis of preparation continues
to be appropriate.
Financial position
Overall the net liabilities position of the Group has increased by £6k during
the year to a position of £462k at 31 December 2012.
Employee matters
Quality and integrity of personnel
The Group has a core of key employees with strong market and product
knowledge but has always sought to position itself as not reliant on
individuals but ensuring that the knowledge and responsibilities are shared.
Our business still depends however on the quality of our staff and this
involves risks of retention and of being able to recruit at our current high
standards. We mitigate this risk by seeking to provide the environment and
assistance that will aid the development of our employees and improve the
retention prospects, which we also seek to do through employee benefits,
incentive schemes, share plans and career opportunities where possible.
Disabled persons
The Group is committed to equal opportunity of employment and all
employment decisions are based on merit, qualifications and abilities.
The Group is committed to providing a working environment that is free from
all forms of discrimination and harassment. The Group will employ disabled
persons where they appear to be suitable for a particular vacancy and every
effort is made to ensure that they are given full and fair consideration when
such vacancies arise. The number of disabled persons employed by the
Group was Nil (2011: Nil).
Health and safety
It is the objective of the Group to ensure the health and safety of its
employees and of any other persons who could be affected by its
operations. It is the Group’s policy to provide working environments which
are safe and without risk to health and provide information, instruction,
training and supervision to ensure the health and safety of its employees.
As a minimum, all Group companies are required to comply with all
applicable local legislation in employment matters.
Environmental matters
The Group is committed to supporting best practice and complying with
all relevant legislation in relation to the production of its products and to
environmental issues. The Group is in regular dialogue with suppliers in
relation to new products and processes, and environmental issues are
considered in the decision-making process.
Directors
Dr Michael Sinclair (Non-executive Chairman)
Andrew Margolis
Donald Baladasan (Finance Director, appointed 28 Nov 2012)
Daniel Assor (Resigned 30 Nov 2012)
Clare Wexler (Appointed 15 May 2012; Resigned 15 Feb 2013)
Wendy Lawrence (Chief Executive, appointed 2 May 2013)
George Rolls (Non-executive director, appointed 3 June 2013)
DIRECTORS’ REPORT
CONTINUED
10 DIRECTORS’ REPORT
CONTINUED
11
Directors and their interests
The interests of the Directors who held office during the year in the share capital of the Company were as follows:
Warrants to subscribe Warrants to subscribe 
for Ordinary shares Ordinary shares for Ordinary shares Ordinary shares
of 1p each held of 1p each held of 1p each held of 1p each held
31 December 2012 31 December 2012 31 December 2011 31 December 2011
Dr Michael Sinclair (non-executive Chairman)* – 14,509,791 35,000,000 14,509,791
Andrew Margolis – 2,772,102 25,171,905 2,772,102
Daniel Assor (resigned 30/11/2012) – 1,576,436 41,504,776 2,554,214
*Dr Sinclair’s interests are held by him personally (both directly and through various pension arrangements) and by Sinclair Montrose Trust Limited. Sinclair Montrose Trust
Limited is a company in which Dr Sinclair and his immediate family have a controlling interest.
Clare Wexler and Donald Baladasan held no shares or warrants during 2012.
According to the register of Directors’ interests, no rights to subscribe for shares in or debentures of the Company or any other Group company were
granted to any of the Directors or their immediate families, or exercised by them, during the financial year (except as indicated below):
Number of options
Granted/ Exercise price Date from which
At start of year (surrendered) At end of year Pence Exercisable
Daniel Assor (resigned 30/11/2012) 5,450,000 – 5,450,000 1.0 27/07/2009
Andrew Margolis 5,125,000 – 5,125,000 1.0 08/10/2009
Substantial interests
The Company has been notified, as at 30 May 2013, of the following interests in 3 per cent or more of the 205,624,615 ordinary shares in issue:
Ordinary shares Percentage
JIM Nominees Limited 96,728,843 47.04
Chase Nominees Limited 9,872,656 4.80
TD Direct Investing Nominees (Europe) Limited 8,804,239 4.28
HSBC Client Holdings Nominee (UK) Limited 7,024,205 3.42
Forest Nominees Limited 7,018,000 3.41
Mr Leopold Noe 6,666,666 3.24
Grand Rabbi Yitzchok Aharon Korff of Boston 6,514,000 3.17
Creditor payment policy
It is the Company’s policy to abide by terms of payment agreed with suppliers. In many cases the terms of payment are as stated in the supplier’s own
literature. In other cases the terms of payment are determined by specific written or oral agreement. The number of supplier days represented by trade
creditors at 31 December 2012 was 60 days (2011: 55 days). Financial instruments
The Group’s financial instruments principally comprised of bank borrowings.
It is the Group’s policy that no trading in financial instruments shall be
undertaken. The bank borrowings have been repaid by the group at December
2012 and as at 31 December 2012 the Group had no bank borrowings.
Principal risks and uncertainties
The main risks arising from the Group’s financial instruments are interest rate
risk, supply risk, credit risk liquidity risk and cash flow risk. The Board reviews
and agrees policies for managing each of these risks and they are summarised
below. These policies have remained unchanged throughout the year.
Interest rate risk
The Group financed its operations during 2012 through a mixture of
shareholders’ funds and borrowings. The Group borrowed principally in Sterling
at floating rates of interest. At the year end the Group had no bank borrowings.
Credit risk
The Group’s credit risk primarily relates to trade and other receivables and
accrued income. The amounts presented in the statement of financial
position are net of allowances for doubtful receivables, estimated by the
Group’s management.
Customer credit risk is managed by each business unit subject to the
Group’s established policy, procedures and controls relating to customer
credit management. Credit limits are established for all customers and are
based inter alia on credit checks. Outstanding customer receivables are
regularly monitored.
Concentration of credit risk with respect to trade receivables is limited in
Totally Communications due to its customer base being large and unrelated.
Totally Health does trade with a small number of NHS Trust customers but
the Directors consider that the credit risk is minimised by contractual
arrangements which require customers to make stage payments as service
delivery progresses, Totally Health’s experience of on time payments
received so far and the government backing being given to these initiatives.
Liquidity risk and cash flow risk
Cash balances and the working capital cycle are managed so as to
maximise interest earned and minimise interest paid, while maintaining
the liquidity requirement of the business. When seeking borrowings, the
Directors consider the commercial terms available and, in consultation
with their advisors, consider whether such terms should be fixed or
variable and are appropriate to the business.
The Group would normally expect that sufficient cash is generated in the
operating cycle to meet contractual cash flows through effective cash
management. However as mentioned earlier the reorganisation in the NHS has
affected the Group’s working capital cycle. The Directors continually monitor the
situation through the careful management of creditors and working capital.
Research and development
Totally Communications Limited is engaged in ongoing research and
development aimed at website and software development.
Post balance sheet events
After the end of the reporting period holders of 56,838,340 Warrants
subscribed for 56,838,340 ordinary shares of 1p each on 14 January 2013
at an exercise price of 1p per share. The net consideration received by the
company from this issue of shares was £539,000.
Political and charitable contributions
The Company made neither political contributions, nor donations to
charities, during the year.
Disclosure of information to the auditor
The directors who held office at the date of approval of this Directors’ Report
confirm that, so far as they are each aware, there is no relevant audit
information of which the Company’s auditors are unaware; and each
director has taken all the steps that they ought to have taken as a director
to make themselves aware of any relevant audit information and to
establish that the Company’s auditors are aware of that information.
Auditors
On 21 December 2012, the auditor Royce Peeling Green Limited, transferred
the trade and assets of its London business to a newly formed entity RPG
Crouch Chapman LLP , which was established for this purpose and to acquire
the business and assets of Crouch Chapman, another firm of Chartered
Accountants. On 16 May 2013 Royce Peeling Green Limited resigned as
auditor to the company and the directors appointed RPG Crouch Chapman
LLP to fill the vacancy. A resolution to re-appoint RPG Crouch Chapman LLP
as auditor will be proposed at the Annual General Meeting.
By order of the Board
Donald Baladasan
Director
DIRECTORS’ REPORT
CONTINUED
12 BOARD REPORT ON CORPORATE GOVERNANCE
FOR THE YEAR ENDED 31 DECEMBER 2012
13
As an AIM listed company, Totally PLC is not required to comply with the
Corporate Governance Code of June 2010 (the Code) or the updated 2012
Code. The Board is accountable to the Company’s shareholders for good
corporate governance. This statement describes how the principles of
corporate governance considered by the Board to be appropriate to a
group of this size have been applied.
The workings of the Board and its committees
During the year the Board comprised Dr Michael Sinclair (the non-executive
Chairman), Mr Daniel Assor (Resigned 30 Nov 2012), Mr Andrew Margolis,
the managing director of Totally Communications, Mrs Clare Wexler
(Appointed 15 May 2012 and resigned 15 Feb 2013) and Mr Donald
Baladasan (Appointed 28 Nov 2012). The Board is responsible to
shareholders for the proper management of the Group. A statement of the
Directors’ responsibilities in respect of the accounts is set out on page 15.
The Board has a formal schedule of matters specifically reserved to it for
decision. It meets at least ten times a year, reviewing trading performance,
ensuring adequate funding, setting and monitoring strategy, examining
acquisition opportunities and reporting to shareholders. The non-executive
Chairman has a particular responsibility to ensure that the strategies
proposed by the executive directors are fully considered and also ensures
that the directors take independent professional advice as required.
The Remuneration Committee and the Audit Committee are comprised
exclusively of the non-executive Chairman and Company Secretary.
During the period they were as follows:
Dr Michael Sinclair
Paul Stacey
Remuneration Committee
The Remuneration Committee is responsible for making recommendations to
the Board, within agreed terms of reference, on the Company’s framework of
executive remuneration and its cost. The Committee determines the contract
terms, remuneration and other benefits for each of the executive directors,
including performance-related bonus schemes, grant of share options,
pension rights and compensation payments. The Board itself determines the
remuneration of the non-executive directors and Company Secretary.
Further details of the Company’s policies on remuneration and service
contracts are set out on page 14.
Audit Committee
The Audit Committee provides a forum for reporting by the Group’s external
auditors. The Committee is responsible for reviewing a wide range of
matters, including half year and annual results before their submission to
the Board and for monitoring the internal controls that are in force to
safeguard shareholders’ investment and the Group’s assets. 
The Committee advises the Board on the appointment of external auditors
and on their remuneration for both audit and non-audit work, and reviews
the nature, scope, results and cost effectiveness of the audit and the
independence and objectivity of the external auditors.
Nominations Committee
There is no formal nominations committee but the Board controls and
approves all senior appointments based on standard recruitment practices
and recommendations from the non-executive directors.
Internal control and risk management
The Board is responsible for establishing and maintaining the Group’s
financial and non-financial controls. Internal control systems are designed
to meet the particular needs of the Group and the risks to which it is
exposed and by their nature can provide reasonable but not absolute
assurance against material misstatement or loss.
Each executive director has responsibility for specific aspects of the Group’s
affairs. The executive directors constitute the management committee which
meets regularly to discuss day-to-day operational matters. 
The key procedures which the Directors have established with a view to
providing effective internal control are set out below.
Corporate accounting and procedures
Responsibility levels are communicated throughout the Group, setting out
the ethos of the Group, delegation of authority and authorisation levels,
segregation of duties and other control procedures together with accounting
policies and procedures.
Quality and integrity of personnel
The competence and integrity of personnel are ensured through high
recruitment standards and subsequent training. High quality of personnel is
seen as an essential part of the control environment. Identification of business risks
The Board is responsible for identifying the major business risks faced
by the Group and for determining the appropriate course of action to
manage those risks.
Budgetary process
Each year the Board approves the annual budget and key risk areas are
identified. Performance is monitored and relevant action taken throughout
the year through the monthly reporting to the Board of variances from
budget, updated forecasts for the year and information on the key risk areas.
Investment appraisal
Capital expenditure is regulated by the budgetary process and
authorisation levels.
Going concern
The Directors have prepared the financial statements on a going concern
basis, as explained in Note 3.
Directors’ remuneration
The Board is responsible for an overall remuneration package for executive
directors and other senior executives capable of achieving the Group’s
objectives and approved by the remuneration committee. The remuneration
package is designed to attract, retain and motivate executive directors of
the right calibre.
Fees
The fees for non-executive directors are determined by the Board within the
limits stipulated in the Articles of Association. The non-executive directors
are not involved in any discussions or decisions about their own
remuneration. Details of amounts received by the Directors during the year
ended 31 December 2012 are set out in note 7 to the financial statements.
Contracts of service
The current executive directors, Andrew Margolis, Wendy Lawrence and
Donald Baladasan, have a service contract with the Company which can be
terminated with a notice period of one year (Andrew Margolis) and with a
notice period of six months (Wendy Lawrence and Donald Baladasan) by
either party. The Company considers that this is appropriate for the
executive directors.
Share options
Details regarding share options are set out in notes 18 and 19 to the
financial statements.
BOARD REPORT ON CORPORATE GOVERNANCE
CONTINUED
14 STATEMENT OF DIRECTORS’ RESPONSIBILITIES
15
The Directors are responsible for preparing the Annual Report and the
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 group
financial statements in accordance with International Financial Reporting
Standards (IFRSs) as adopted by the European Union and the company
financial statements in accordance with applicable law and United Kingdom
Accounting Standards (United Kingdom Generally Accepted Accounting
Practice). Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of the
state of affairs of the group and company and of the profit or loss of the
group for that period. The Directors are also required to prepare financial
statements in accordance with the rules of the London Stock Exchange for
companies trading securities on the Alternative Investment Market.
In preparing these financial statements, the Directors are required to: 
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable
and prudent;
state whether they have been prepared in accordance with IFRSs as
adopted by the European Union, subject to any material departures
disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The Directors are responsible for keeping adequate accounting records that
are sufficient to show and explain the company’s transactions and disclose
with reasonable accuracy at any time the financial position of the company
and the group and enable them to ensure that the financial statements
comply with the requirements of 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.
Website publication
The Directors are responsible for ensuring the annual report and the
financial statements are made available on a website. Financial statements
are published on the company’s website in accordance with legislation in
the United Kingdom governing the preparation and dissemination of
financial statements, which may vary from legislation in other jurisdictions.
The maintenance and integrity of the company’s website is the responsibility
of the Directors. The Directors’ responsibility also extends to the ongoing
integrity of the financial statements contained therein.
Andrew Margolis
Director We have audited the financial statements of Totally PLC for the year ended
31 December 2012, which comprise the Consolidated income statement,
the Consolidated statement of changes in equity, the Consolidated
statement of financial position, the Company statement of financial
position, the Consolidated statement of cash flows and the related notes.
The financial reporting framework that has been applied in the preparation
of the group financial statements is applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the European Union.
The financial reporting framework that has been applied in preparation of
the parent company financial statements is applicable law and United
Kingdom Accounting Standards (United Kingdom Generally Accepted
Accounting Practice).
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 and our
engagement letter. 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 statement of directors’ responsibilities set out
on page 15, 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 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 includes an assessment of: whether the accounting policies
are appropriate to the group’s and the 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 the financial
and non-financial information in the Annual Report and Financial Statements
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.
Opinion on financial statements
In our opinion:
the financial statements give a true and fair view of the state of the
group’s and the parent company’s affairs as at 31 December 2012 and
of the group’s loss for the year then ended;
the group financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union;
the parent company financial statements have been properly prepared
in accordance with UK GAAP and as applied in accordance with the
provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the
provisions of the Companies Act 2006.
Emphasis of matter – going concern
In forming our opinion on the financial statements, which is not modified,
we have considered the adequacy of the disclosures made in note 3 to the
financial statements concerning the uncertainty as to the adequacy of the
future funding of the Company and Group. The Group has identified a
requirement to raise additional funds through the issue of new equity to
existing and potential investors, the issue of which requires the Directors to
identify investors and complete a placing successfully which will require the
consent of shareholders in general meeting. These conditions, along with
the other matters explained in note 3 to the financial statements, indicate
the existence of a material uncertainty which may cast significant doubt
about the Group’s and the Company’s ability to continue as a going concern.
The financial statements do not include the adjustments that would result if
the Group and the Company were unable to continue as a going concern.
Opinion on other matters prescribed by the
Companies Act 2006
In our opinion the information given in the directors’ report for the financial
year for which the financial statements are prepared is consistent with the
financial statements.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TOTALLY PLC
16 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TOTALLY PLC
CONTINUED
17
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:
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
the parent company’s financial statements are not in agreement with the
accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not
made; or
we have not received all of the information and explanations we require
for our audit.
Paul Randall (Senior Statutory Auditor)
for and on behalf of RPG Crouch Chapman LLP
Chartered Accountants
Statutory Auditor
62 Wilson Street
London
EC2A 2BU CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2012
18
2012 2011
Continuing operations Note £000 £000
Revenue 5 1,619 871
Cost of sales (986) (395)
Gross profit 633 476
Administrative expenses (1,150) (539)
Loss before interest, tax, depreciation and amortisation (517) (63)
Depreciation 11 (13) (4)
Amortisation 10 (25) (18)
Operating loss 6 (555) (85)
Share issue costs 18 (54) –
Finance costs 9 (38) (25)
Loss before taxation (647) (110)
Income tax 8 – –
Loss for the year from continuing operations (647) (110)
Profit/(loss) for the year from discontinued operations 23b 59 (39)
Loss for the year attributable to the equity shareholders of the parent company (588) (149)
All comprehensive income for continuing operations is shown above, equivalent information for discontinued activities is shown in note 23.
Comparative results have been restated to re-analyse the results of discontinued activities.
2012 2011
Earnings per share Note Pence Pence
Basic and diluted
Continuing operations 18 (0.69) (0.12)
Discontinued operations 18 0.07 (0.04)
Total (0.62) (0.16)
The accompanying notes on pages 23 to 43 form part of the financial statements. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2012
19
Share
Share premium Profit and Equity share-
capital account loss account holders’ deficit
£000 £000 £000 £000
At 1 January 2011 1,124 3,353 (4,798) (321)
Total comprehensive loss for the year – – (149) (149)
Credit on issue of warrants – – 14 14
At 1 January 2012 1,124 3,353 (4,933) (456)
Total comprehensive loss for the year – – (534) (534)
Issue of share capital 569 – (54) 515
Credit on issue of warrants – – 13 13
At 31 December 2012 1,693 3,353 (5,508) (462)
The accompanying notes on pages 23 to 43 form part of the financial statements. CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2012
20
2012 2011
Note £000 £000 £000 £000
Non current assets
Intangible fixed assets 10 11 29
Property, plant and equipment 11 24 23
35 52
Current assets
Amounts recoverable on contracts 13 154 –
Trade and other receivables 14 363 606
Cash and cash equivalents 50 134
567 740
602 792
Current liabilities
Trade and other payables 15 (1,064) (658)
Financial liabilities 16 – (590)
(1,064) (1,248)
Net current liabilities (497) (508)
Net liabilities (462) (456)
Shareholders’ equity
Called up share capital 18 1,693 1,124
Share premium account 18 3,353 3,353
Retained earnings 18 (5,508) (4,933)
Equity shareholders’ deficit (462) (456)
These financial statements were approved by the Board of Directors on 21 June 2013 and were signed on its behalf by:
Andrew Margolis Donald Baladasan
Director Director
Totally PLC
Company registration No: 3780101 (England and Wales)
The accompanying notes on pages 23 to 43 form part of the financial statements. COMPANY STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2012
21
2012 2011
Note £000 £000 £000 £000
Non current assets
Investments 12 155 –
Property, plant and equipment 11 1 1
156 1
Current assets
Trade and other receivables 14 85 2
Cash and cash equivalents 15 22
100 24
Current liabilities
Trade and other payables 15 (1,909) (1,580)
Short term borrowings 16 – (590)
Total current liabilities (1,909) (2,170)
Net liabilities (1,653) (2,145)
Shareholders’ equity
Called up share capital 20 1,693 1,124
Share premium account 20 3,353 3,353
Retained earnings 20 (6,699) (6,622)
Equity shareholders’ deficit 20 (1,653) (2,145)
These financial statements were approved by the Board of Directors on 21 June 2013 and were signed on its behalf by:
Andrew Margolis Donald Baladasan
Director Director
Totally PLC
Company registration No: 3780101 (England and Wales)
The accompanying notes on pages 23 to 43 form part of the financial statements CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2012
22
2012 2011
Note £000 £000
Cash flows from operating activities
Operating loss (555) (85)
Option and warrants charge 19 13 14
Amortisation and depreciation 10/11 35 22
Movement in amounts recoverable on contracts (154) –
Movement in trade and other receivables (211) 5
Movement in trade and other payables 798 74
Cash (utilised)/generated from continuing operations (74) 30
Cash utilised by discontinued operations 25 (70) (44)
Net cash flows from operating activities (144) (14)
Cash flow from investing activities
Purchase of intangible fixed assets 10 (9) –
Purchase of property, plant and equipment 11 (28) (15)
Cash received from disposal of subsidiary net of costs 23c 210 –
Net cash flows from investing activities 173 (15)
Cash inflow/(outflow) before financing 29 (29)
Cash flow from financing activities
Interest paid (38) (25)
Issue of share capital, net 515 –
Net cash flows from financing activities 477 (25)
Net increase/(decrease) in cash and cash equivalents 506 (54)
Cash and cash equivalents at beginning of year (456) (402)
Cash and cash equivalents at end of year 16 50 (456)
Cash and cash equivalents comprise:
Cash at bank 50 134
Bank overdrafts – (590)
50 (456)
Comparative cash flows have been restated to re-analyse the cash flows of discontinued activities.
The accompanying notes on pages 23 to 43 form part of the financial statements. 23
General information 1.
Totally PLC is a public limited company (“Company”) incorporated in the
United Kingdom under the Companies Act 2006 (registration number
3870101). The Company is domiciled in the United Kingdom and its
registered address is Unit 800 Highgate Studios, 53-79 Highgate Road,
London NW5 1TL. The Company’s Ordinary Shares are traded on the
AlM Market of the London Stock Exchange (“AIM”)
The Group’s principal activities have been the provision of software
development and digital marketing services, provided by the subsidiary
Totally Communication. At the beginning of 2012 the group established
a new subsidiary, Totally Health, which provides digital solutions to the
healthcare sector. The Group had activities of niche community media
activities until the Jewish News was sold in May 2012. The Company’s
principal activity is to act as a holding company for its subsidiaries.
2. Authorisation of financial statements and
statement of compliance with IFRS
The Group’s financial statements for the period ended 31 December 2012
were authorised for issue by the Board of Directors and the balance sheets
were signed on the Board’s behalf by Andrew Margolis on 21 June 2013.
The Group’s financial statements have been prepared with IFRS and
International Financial Reporting Interpretations Committee (“IFRIC”)
interpretations as endorsed by the European Union, and with those parts
of the Companies Act 2006 applicable to companies reporting under
IFRS. The Company’s financial statements have been prepared under UK
GAAP and as permitted by Section 408 of the Companies Act 2006 no
income statement or cash flow statement is presented for the Company.
The Company made a loss of £90,000 for the year ended 31 December
2012 (2011: loss £240,000).
3. Basis of preparation
The financial year represents the 365 days to 31 December 2012, and
the prior financial year, 365 days to 31 December 2011. The financial
statements are presented in sterling and all values are rounded to the
nearest thousand pounds (£000) except when otherwise indicated.
The accounting policies set out in note 4 have been applied consistently
to all periods presented in these consolidated financial statements.
The financial statements are prepared on a going concern basis which
the Directors believe to be appropriate for the following reasons.
The Group is in discussions with finance providers to ensure that the
Group has sufficient funding to meet its working capital requirements.
As at the date of this announcement none of these facilities have yet
been agreed.
The Directors have prepared projected cash flow information for the period
ending 12 months from the date of their approval of these financial
statements as part of a three year business plan. Some of the items of
expenditure included within the forecasts are discretionary, and are under
the control of the Directors. Including these items of expenditure, the
forecasts indicate that additional funding of approximately £600,000 will
be required within the next six months to deliver the business plans.
The Directors are in discussions with current and potential new investors
to raise new equity to provide the necessary funding.
The Directors believe that the trading forecasts are realistic and that a
fundraising will be able to be completed, and accordingly, the financial
statements have been prepared on a going concern basis. However due to
the need to identify investors and complete a placing successfully, there is
an uncertainty which may cast doubt about the ability of the Group and
the Company to continue as a going concern.
Inherently, there can be no certainty in these matters, but the Directors
believe that the going concern basis of preparation continues to be
appropriate.
4. Summary of significant accounting policies
Basis of consolidation
The Group’s financial statements include the results of the Company and
all its subsidiaries, all of which are prepared up to the same date as the
parent company. Uniform accounting policies are adopted by all
companies in the Group.
Subsidiaries
Subsidiaries are all entities over which the Group has the power to govern
the financial and operating policies generally accompanying a shareholding
of more than one half of the voting rights. The results of subsidiaries are
included in the Group income statement from the date of acquisition until
the date that such control ceases. Intercompany transactions and balances
between Group companies are eliminated upon consolidation.
Revenue recognition – Totally Communications
Revenue is recognised to the extent that it is probable that the economic
benefits will flow to the Group and the revenue can be reliably measured.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2012 4. Accounting policies continued
Revenue represents the amounts, excluding valued added tax, derived from
advertising, marketing and technical services. Revenue is recognised in the
profit and loss account on the accruals basis.
Revenue from technical services is recognised as contract activity
progresses to the extent that revenue can be reliably measured. Hosting and
maintenance income within technical services is spread on a straight line
basis over the period to which the hosting or maintenance period relates.
Revenue recognition – UK publishing
Revenue from advertising is recognised on the date of the specific
publication in which the advert is included.
Where advertising revenue is generated both via magazine advertising
(print media) and online advertising, the accounting policy is to recognise
revenue on the latest publication date, whether this is online or published
via print media.
Revenue recognition – Digital solutions for Healthcare
Turnover is generated by providing digital services and solutions to the
healthcare sector. The revenue is generated through services that are
provided on short term and long term contracts.
Profit is recognised on long-term contracts, if the final outcome can be
assessed with reasonable certainty, by including in the income statement
turnover and related costs as contract activity progresses. Turnover is
calculated as that proportion of total contract value which costs to date
bear to total expected costs for that contract.
Finance costs
Finance costs comprise interest payable on the bank overdrafts and are
recognised on an accruals basis.
Intangible fixed assets
Computer software is carried at cost less accumulated amortisation and any
impairment loss. Externally acquired computer software and software licences
are capitalised at the costs incurred to acquire and bring into use the specific
software. These assets are considered to have finite useful lives and are
amortised on a straight line basis over the estimated useful economic lives of
each of the assets, considered to be between three and five years. Computer
software is carried at cost less accumulated amortisation and any impairment
loss. Costs relating to development of computer software are capitalised once
the recognition criteria are met. When the software is available for its intended
use, these costs are amortised over the estimated useful life of the software.
The amortisation of intangible fixed assets is shown as a separate line in the
consolidated income statement.
The carrying values of intangible assets are reviewed for impairment
whenever events or changes in circumstances indicate the carrying value
may not be recoverable.
Property, plant and equipment
Furniture and equipment is carried at cost less accumulated depreciation
and any recognised impairment in value. Cost comprises the aggregate
amount paid to acquire asset and includes costs directly attributable to
making the asset capable of operating as intended
Depreciation is calculated to write down the cost of the assets to their
residual values by equal instalments over the estimated useful economic
lives as follows:
Computer equipment – 2 and 5 years
Fixtures and fittings – 2 and 3 years
Short leasehold property – lease term
The assets’ residual values, useful lives and methods of depreciation are
reviewed, and adjusted if appropriate on an annual basis. An item of
furniture and equipment is de-recognised upon disposal or when no future
economic benefits are expected from its use or disposal. Any gain or loss
arising on de-recognition of the asset (calculated as the difference between
the net disposal proceeds and the carrying amount of the asset) is included
in the income statement in the period that the asset is derecognised.
Impairment of non current assets
At each balance sheet date, the Company reviews amounts of its intangible
fixed assets and property, plant and equipment to determine whether there
is any indication that these assets have suffered an impairment loss. If any
such indication exists, the recoverable amount of the assets, which is the
higher of its fair value less costs to sell and its value in use, is estimated in
order to determine the extent of the impairment loss. Where the asset does
not generate cash flows that are independent from other assets, the
company estimates the recoverable amount of the cash-generating unit
(“CGU”) to which the asset belongs. For non current assets excluding
goodwill, the CGU is deemed to be cash generating asset or the trading
company whichever is the smaller CGU. For goodwill, the CGU is deemed
to be the business acquired.
An impairment charge is recognised in the income statement in the period
in which it occurs. Where an impairment loss subsequently reverses due to
a change in its original estimate, the carrying amount of the asset is
increased to the revised estimate of its recoverable amount. The increased
amount cannot exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised
for the asset in prior periods.
24
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED 25
4. Accounting policies continued
Amounts recoverable on contracts
Amounts recoverable on contracts represent the costs of Totally Health
contracts in progress at the balance sheet date, less progress billings to date.
Trade and other receivables
Trade receivables, which are generally received on end of month following
terms, are recognised and carried at the lower of their original invoiced
value and recoverable amount. Provision is made when it is likely that the
balance will not be recovered in full. Balances are written off when the
probability of recovery is considered remote.
Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at bank and
short-term deposits with an original maturity of three months or less. Bank
overdrafts that are repayable on demand and form an integral part of the
Company’s cash management are included as components of cash and
cash equivalents for the purposes of the cash flow statement.
Trade and other payables
Trade and other payables are recognised at original cost.
Foreign currencies transactions
Transactions denominated in foreign currencies are translated at the
exchange rate at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies at the balance sheet date are translated
at the exchange rate ruling at that date. Foreign exchange differences
arising on translation are recognised in the income statement.
Leased assets
Leases are classified as finance leases when the terms of the lease transfer
substantially all the risks and rewards of ownership to the Group. All other
leases are classified as operating leases.
The Company has a short lease on its premises. This is accounted for as an
‘operating lease’ and the rental charges are charged to the income
statement on a straight line basis over the life of the lease. Other operating
leases are treated in the same manner.
Internally generated intangible assets – research and
development expenditure
Expenditure on research activities is recognised as an expense in the
period in which it is incurred. An internally-generated intangible asset
arising from the Group’s technology development is recognised only if all
of the following conditions are met:
An asset is created that can be identified;
It is probable that the asset created will generate future economic
benefits; and
The development cost of the asset can be measured reliably.
Internally generated intangible assets are amortised on a straight-line basis
over their useful economic lives. Where no internally-generated intangible
asset can be recognised, development expenditure is recognised as an
expense in the period in which it is incurred.
Share-based payments
The Group provides benefits to employees (including Directors) of the Group
in the form of share-based payment transactions, whereby employees render
services in exchange for shares or rights over shares (‘equity-settled
transactions’).The fair value of the employee services rendered is determined
by reference to the fair value of the shares awarded or options granted,
excluding the impact of any non-market vesting conditions. All share options
are valued using an option-pricing model (Black-Scholes). This fair value is
charged to the income statement over the vesting period of the share-based
payment scheme, with the corresponding increase in equity.
The value of the charge is adjusted in the income statement over the
remainder of the vesting period to reflect expected and actual levels of
options vesting, with the corresponding adjustment made in equity.
Income taxes
Current income tax assets and liabilities are measured at the amount
expected to be recovered or paid to the taxation authorities based on tax
rates and laws that are enacted or substantively enacted by the balance
sheet date. Deferred income tax is recognised using the balance sheet
liability method, providing for temporary differences between the tax bases
and the accounting bases of assets and liabilities. Deferred income tax is
calculated on an undiscounted basis at the tax rates that are expected to
applying the period when the liability is settled of the asset is realised,
based on tax rates and laws enacted or substantively enacted at the
year end date.
Deferred income tax liabilities are recognised for all temporary differences,
except for an asset or liability in a transaction that is not a business
combination and at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.
Deferred income tax is charged or credited to the income statement, except
when it relates to items charged or credited to equity, in which case the
deferred tax is also dealt with in equity. Deferred income tax assets and
liabilities are offset against each other only when the Company has a
legally enforceable right to do so.
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED 4. Accounting policies continued
Deferred income tax assets are recognised to the extent that it is probable
that future taxable profits will be available against which the deductible
temporary differences can be utilised.
Use of assumptions and estimates
The Company makes judgements, estimates and assumptions that affect
the application of policies and reported amounts of assets and liabilities,
income and expenses. The resulting accounting estimates calculated using
these judgements and assumptions will, by definition, seldom equal the
related actual results but are based on historical experience and
expectations of future events. The estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision
effects only that period, or in the period of revision and future periods if the
revision affects both current and future periods.
The estimates and assumption that have a significant effect on the amounts
recognised in the financial statements are those related to establishing
depreciation and amortisation periods for the Company and the estimates
in relation to future cash flows and discount rates utilised in the impairment
testing of intangible and tangible fixed assets.
Change in accounting policies
a) New standards and interpretations effective from 1 January 2012
The following new standards, amendments to standards and interpretations
are mandatory for the first time in this accounting period:
Amendments to IFRS 7 – Financial Instruments Disclosures.
Amendments to IAS 12 – Deferred Tax: Recovery of Underlying Assets.
Amendments to IAS 1 – Severe Hyperinflation and Removal of Fixed dates
for First Time Adopters.
As of the date of authorisation of these financial statements, the following
Standards and Interpretations which have not been applied in these
financial statements were in issue but not yet effective.
IFRS 9; Financial Instruments was issued in November 2009. The standard
is effective for annual periods, beginning on or after 1st January 2015,
with earlier application permitted. The adoption of this standard is
expected to have limited impact on the classification and measurement
of financial statements.
Amendment to IAS 32 (Dec 2011) – Offsetting Financial Liabilities.
Effective 1st January 2014. The adoption of this standard in future
periods is not expected to have a material impact on the financial
statements of the Company.
Amendment to IFRS 7 (Dec 2011) – Disclosures – Offsetting Financial
Assets and Financial Liabilities. Effective 1st January 2013. The adoption
of this standard in future periods is not expected to have a material
impact on the financial statements of the Company.
IAS 19 (revised June 2011) – Employee Benefits. Effective 1st January
2013. The adoption of this standard in future periods is not expected to
have a material impact on the financial statements of the Company.
IFRS 13 – Fair Value Measurement Effective on 1st January 2013.
The adoption of this standard may impact on disclosures in the financial
statements in future periods.
IFRS 12 – Disclosure of Interest in Other Entities. Effective 1st January
2013. The adoption of this standard may impact on disclosures in the
financial statements in future periods.
IFRS 11 – Joint Arrangements. Effective on 1st January 2013. The
adoption of this standard may impact on disclosures in the financial
statements in future periods.
IFRS 10 – Consolidated Financial Statements. Effective on 1st January
2013. The adoption of this standard may impact on disclosures in the
financial statements in future periods.
IAS 28 – (revised May 2011) – Investments in Associated and Joint
Ventures. Effective on 1st January 2013. The adoption of this standard in
future periods is not expected to have a material impact on the financial
statements of the Company.
IAS 27 – (revised May 2011) – Separate Financial Statements. Effective
on 1st January 2013. The adoption of this standard in future periods is
not expected to have a material impact on the financial statements of
the Company.
IFIC 20 – Stripping Costs in the Production Phase of a Surface Mine.
Effective on 1st January 2013. The adoption of this standard in future
periods is not expected to have a material impact on the financial
statements of the Company.
IFRS 10, IFRS 12 and IAS 27 (amended) – Investment Entities. Effective
on 1st January 2014. The adoption of this standard in future periods
could have a material impact on the financial statements of the Company
in respect of the consolidation of the Company’s subsidiaries. The
Company has not yet fully assessed the impact that adoption of
Investment Entities will have on the financial statements.
Consolidated Financial Statements, Joint Arrangements and Disclosure of
Interests in Other Entities: Transition Guidance (effective 1 January 2013).
Annual Improvements 2009-2011 cycle (effective 1 January 2013).
The adoption of the above standards is not expected to have a material
effect on Totally PLC consolidated financial statements.
26
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED 27
5. Segmental analysis – operating segments
The chief operating decision maker (“CODM”) for the purpose of IFRS 8 is
the executive management team – The Group Chief Executive Officer and the
Directors of subsidiary undertakings. The Group operates in a number of
different markets and considers that the presentation of financial results on
a goods and services basis is the most appropriate way to demonstrate the
performance of the Group. For the purpose of resource allocation and
assessment of performance, the CODM regularly reviews information based
on the goods and services at a revenue and EBITDA level.
The Group considers there to be the following reportable operating
segments organised around goods and services:
Digital marketing – consists of Totally Communications’ activities which
have three main service sectors being website and software design &
development, consultancy & systems integration and online marketing.
Digital solutions to the healthcare sector – consists of Totally
Health’s activities.
Head office costs – these are central costs that are offset by internal cost
recoveries from the Group’s operating businesses and by sundry income
which is not attributable to any of the Group’s operations.
The UK publishing operation was discontinued in 2012. The UK publishing
business consisted of the Jewish News & Media Group which publishes on and
offline media for the UK’s Jewish community including a weekly newspaper
‘Jewish News’, quarterly lifestyle and Celebrations magazines, ‘Pulse’ and
‘TotallyJewishSimchas, a community portal, ‘www.TotallyJewish.com’ and an
annual Wedding exhibition, TotallyJewishSimchas Live. This operating segment
was sold in May 2012. The segmental information reported in this note does
not include any amounts for this discontinued operation which is described
in more details in note 23.
No operating segments have been aggregated to form the above reportable
segments. The Group’s management reporting and controlling systems use
the accounting policies that are the same as those referred to in Note 4.
Segmental analysis – segment measures
The Group measures the performance of its operating segments through a
measure of segment profit or loss which is referred to as EBITDA. This
measure is reported to the CODM for the purposes of resource allocation
and assessment of performance.
Interest income, interest expense and income tax expense are not included
in the EBITDA profit measure which is reviewed by the CODM. Tax and
treasury balances are managed centrally.
Segment assets and liabilities are not regularly provided to the CODM.
The Group has elected, as provided under IFRS 8 “Operating Segments”
(amended 2009) not to disclose a measure of segment assets or liabilities
where these amounts are not regularly provided to the CODM.
Intersegment revenue is recorded at values that represent estimated
third-party selling prices.
With respect to geographical regions, revenue is generally allocated to
countries based on the location where the goods and services are provided.
Non-current assets are disclosed according to the location of the
businesses to which the assets relate. In 2012 and 2011, all segments
operated solely in the UK, and as a result no secondary format is provided
in the financial statements.
Primary reporting format – business segments
The table below sets out information for the Group’s business segments for
the years ended 31 December 2012 and 2011. Segment revenue represents
revenue from external customers arising from the sale of goods and services.
The type of products sold by each segment is detailed in the Business Review.
Segment results include items directly attributable to a segment as well as
those that can be allocated on a reasonable basis.
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
28
5. Segmental analysis – operating segments continued
Analysis by business segment 2012
Digital Total 
Digital solutions for Head Intra-group continued Discontinued 
marketing healthcare Office adjustments operations operations Total
£000 £000 £000 £000 £000 £000 £000
Revenue 988 769 – (138) 1,619 550 2,169
EBITDA 62 (253) (326) – (517) (12) (529)
Depreciation (4) (8) (1) – (13) (3) (16)
Amortisation (25) – – – (25) – (25)
Operating (loss)/profit 33 (261) (327) – (555) (15) (570)
Profit on disposal of UK publishing ––––– 74 74
Share issues costs – – (54) – (54) – (54)
Finance costs (1) – (37) – (38) – (38)
(Loss)/profit before tax 32 (261) (418) – (647) 59 (588)
Income tax –––––––
(Loss)/profit after tax 32 (261) (418) – (647) 59 (588)
Segment assets 235 267 100 – 602 – 602
Segment liabilities (448) (237) (379) – (1,064) – (1,064)
Analysis by business segment 2011
Total 
Digital Head continued Discontinued 
marketing Office operations operations Total
£000 £000 £000 £000 £000
Revenue 871 – 871 974 1,845
EBITDA 152 (215) (63) (43) (106)
Depreciation (4) – (4) (5) (9)
Amortisation (18) – (18) – (18)
Operating (loss)/profit 130 (215) (85) (48) (133)
Finance costs – (25) (25) – (25)
(Loss)/profit before tax 130 (240) (110) (48) (158)
Income tax – – – 9 9
(Loss)/profit after tax 130 (240) (110) (39) (149)
Segment assets 282 25 307 485 792
Segment liabilities (144) (737) (881) (367) (1,248) NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
29
6. Loss on operating activities before taxation
2012 2011
£000 £000
Loss on ordinary activities before and after taxation is stated after charging:
Auditors’ remuneration for audit services 19 21
Auditors’ remuneration for non-audit services – tax services 2 –
Directors’ and employees’ share-based payments 13 13
Impairment charge for provisions in relation to irrecoverability of trade receivables 4 6
Operating lease charges – land and buildings 90 52
Operating lease charges – other assets – 8
Depreciation 16 9
Amortisation 15 18
Auditors’ remuneration includes fees of £6,000 (2011: £6,000) for the Company.
7. Employee information
The average number of persons employed by the Group (including Directors) during the year, analysed by category, was as follows:
Number of employees
2012 2011
Management and finance 6 2
Technical and production 11 9
Editorial 2 5
Sales and marketing 2 5
Administrative 1 1
Health coaches and project managers 8 1
30 23
Staff costs for the above employees during the year amounted to:
2012 2011
£000 £000
Wages and salaries 1,043 1,061
Social security costs 119 100
1,162 1,161 NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
30
7. Employee information continued
Directors’ emoluments
2012
Salaries & fees Bonus Benefits in kind 2012 2011
£000 £000 £000 £000 £000
Executive directors
A Margolis 119 22 – 141 117
D Assor 168 100 5 273 125
D Baladason 52 – – 52 –
C Wexler 128 – – 128 –
Non-Executive directors
M J Sinclair 50 – – 50 –
517 122 5 644 242
During 2012 and 2011 no warrants and no share options were issued to directors.
Included in the directors’ emoluments above is a charge of £50,000 in the year to the Company and Group by Senate Consulting Ltd (2011: £nil charge)
of which Dr M J Sinclair and his immediate family have a controlling interest.
Included in the directors’ emoluments above is a charge of £52,190 in the year to the Company and Group by Mataxis Ltd (2011: £nil charge) of which
Donald Baladasan has a controlling interest.
Included in the directors’ emoluments above is a charge of £128,000 in the year to the Company and the Group by Clare Wexler (2011: £nil) who was the
former Chief Executive Officer of Totally PLC.
Not included in the directors’ emoluments above is a charge of £36,000 in the year to the Company and Group for services provided by Wendy Lawrence
(2011: £nil) who was subsequently appointed as the Chief Executive Officer of Totally PLC on 18 February 2013.
As at the date of the authorisation of the financial statements, £90,000 of the £100,000 bonus included within D Assor emoluments was not paid.
Other remuneration and benefits in kind for the year for the non-executive Directors amounted to £nil (2011: £nil).
Employee benefits
Share based compensation
The Group operates an equity-settled share based compensation plan for Directors and executives. In accordance with IFRS 1, the Group has elected to implement
the measurement requirements of IFRS 2 in respect of only those equity-settled share options that were granted after 7 November 2002 and that had not vested
as at 1 January 2005. The fair value of the employee services received in exchange for the grant of options is recognised as an expense over the vesting period. The
total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted at the grant date. At each balance sheet
date, the Group revises its estimate of the number of options that are expected to vest. It recognises the impact of the revision of original estimates, if any, in the
Statement of Consolidated Income, and a corresponding adjustment to equity over the remaining vesting period. When share options are cancelled the Group
accounts for the cancellation as an acceleration of vesting and therefore recognises immediately the amount that otherwise would have been recognised for
services received over the remainder of the vesting period. The proceeds received net of any directly attributable transaction costs are credited to share capital
(nominal value) and share premium when the options are exercised. The fair value of share options has been assessed using the Black Scholes Model. NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
31
7. Employee information continued
Termination benefits
Termination benefits are payable when employment is terminated before normal retirement date, or whenever an employee is expected to accept voluntary
redundancy in exchange for these benefits. The Group recognises these benefits when it is demonstrably committed to terminating the employment of
current employees in line with a formal plan, or providing termination benefits as a result of the expected take up of an offer for voluntary redundancy.
Included in wages and salaries is a total charge for share based payments of £13,000 (2011: £14,000) which in both years arises wholly from
transactions accounted for as equity settled share based payments.
8. Taxation
a) Taxation charge
2012 2011
£000 £000
Research and development tax credit – (9)
Total current income tax credit charged in the income statement – (9)
b) Taxation reconciliation
The current income tax credit for the period is explained below:
2012 2011
£000 £000
Loss before tax (588) (149)
Taxation at the standard UK income tax rate of 24.5 per cent (2011: 26.5 per cent) (144) (39)
Research and development tax credit – (9)
Utilisation of brought forward tax losses – –
Losses carried forward 144 39
Total income tax credited in the income statement – (9)
b) Deferred tax
Estimated tax losses of approximately £750,000 (2011: £3,600,000) are available to relieve future profits of the Group. A deferred tax asset has not been
recognised in respect of these losses due to uncertainty as to the timing and tax rate at which these losses will be utilised against future taxable profit streams.
9. Finance costs
2012 2011
£000 £000
On bank overdrafts 38 25 NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
32
10. Intangible fixed assets
Software Total
Group £000 £000
Cost
At 1 January 2012 518 518
Additions 99
On disposal of subsidiary (446) (446)
At 31 December 2012 81 81
Amortisation
At 1 January 2012 489 489
Provided in the year 25 25
On disposal of subsidiary (444) (444)
At 31 December 2012 70 70
Net carrying value
At 31 December 2012 11 11
At 31 December 2011 29 29
11. Property, plant and equipment
Short
leasehold Computer Fixtures 
property equipment and fittings Total
Group £000 £000 £000 £000
Cost
At 1 January 2012 65 132 73 270
Additions 28 1 – 29
On disposal of subsidiary – (120) (58) (178)
At 31 December 2012 93 13 15 121
Depreciation
At 1 January 2012 58 132 55 245
Provided in the year 12 – 1 13
On disposal of subsidiary – (120) (41) (161)
At 31 December 2012 70 12 15 97
Net book value
At 31 December 2012 23 1 – 24
At 31 December 2011 5 – 18 23
All property, plant and equipment was pledged as security for the Group’s overdraft facilities, all of which were repaid during the year. NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
33
11. Property, plant and equipment continued
Short
leasehold Computer Fixtures 
property equipment and fittings Total
Company £000 £000 £000 £000
Cost
At 1 January and 31 December 2012 54 7 12 73
Depreciation
At 1 January and 31 December 2012 54 7 11 72
Net book value
At 31 December 2012 –– 1 1
At 31 December 2011 – – 1 1
12. Investments
Company
Investments in share capital of wholly owned subsidiaries
Total
£000
Cost
At beginning of year 155
Additions –
At end of year 155
Provision for impairment
At beginning of year 155
Reversal in year (155)
At end of year –
Net book value
At 31 December 2012 155
At 31 December 2011 –
The subsidiary companies, all of which have been consolidated, at 31 December 2012 are as follows. All shares are held directly by the company.
Percentage of 
Subsidiary undertakings held directly Country of incorporation equity capital held Nature of business
Totally Communications Limited England and Wales 100% Technical and marketing services
Totally Health Limited England and Wales 100% Bespoke IT healthcare solutions
London Jewish News Limited England and Wales 100% Dormant NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
34
12. Investments continued
The subsidiary companies, all of which had been consolidated at 31 December 2011 and were sold during 2012 are as follows. All shares were held
directly by the company.
Percentage of 
Subsidiary undertakings held directly Country of incorporation equity capital held Nature of business
Totally Jewish.com Limited England and Wales 100% Online media
The Jewish News Limited England and Wales 100% Print media
Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of
more than one half of the voting rights. The results of subsidiaries are included in the Group income statement from the date of acquisition until the date
that such control ceases. Intercompany transactions and balances between Group companies are eliminated upon consolidation.
13. Amounts recoverable on contracts
Group Group Company Company
2012 2011 2012 2011
£000 £000 £000 £000
Amounts recoverable on contracts 154 – – –
Amounts recoverable on contracts represent the costs of Totally Health contracts in progress at the balance sheet date, less progress billings to date.
14. Trade and other receivables
Group Group Company Company
2012 2011 2012 2011
£000 £000 £000 £000
Trade receivables 173 443 66 –
Less: provision for impairment on receivables (4) (6) – –
Trade receivables – net 169 437 66 –
Directors’ loans 20 – 8 –
Prepayments and accrued income 174 169 11 2
363 606 85 2
Movement on the Group and Company provision for impairment of trade receivables are as follows:
Group Group Company Company
2012 2011 2012 2011
£000 £000 £000 £000
At 1 January 6 7 – –
Receivables written off during the year as uncollectable (6) (7) – –
Provisions made in the year 4 6 –
At 31 December 4 6 – – NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
35
14. Trade and other receivables continued
The creation of provision for impaired trade receivables has been included in administration costs in the income statement. Amounts charged to the
allowance account are generally written off when there is no expectation of recovering additional cash. There is no provision for other receivables.
As of 31 December 2012 the following trade receivables were past due but not impaired. These relate to a number of independent customers for whom
there is no recent history of default. The ageing analysis of these trade receivables is as follows:
Group Group Company Company
2012 2011 2012 2011
£000 £000 £000 £000
Under three months 134 322 57 –
Three to six months 20 89 9 –
Over six months 15 26 – –
169 437 66 –
The group holds no collateral against these receivables at the balance sheet date and does not charge interest on its overdue receivables.
The other classes within trade and other receivables do not contain impaired assets.
Directors’ loans of £20,000 (2011: £nil) have been granted during the year. The loans are interest free and have been repaid since 31 December 2012.
15. Trade and other payables
Group Group Company Company
2012 2011 2012 2011
£000 £000 £000 £000
Current
Trade payables 351 176 104 20
Amounts owed to group undertakings – – 1,559 1,433
Other taxes and social security 325 152 62 91
Other creditors 76 6 77 –
Accruals and deferred income 312 324 107 36
1,064 658 1,909 1,580
Trade payables and accruals principally comprise amounts outstanding from purchases and ongoing costs. The directors consider that the carrying
amount of trade payables approximates to their fair value. NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
36
16. Financial liabilities – borrowings
Group Group Company Company
2012 2011 2012 2011
£000 £000 £000 £000
Repayable within one year: – 590 – 590
Secured borrowings – 590 – 590
Undrawn facilities
The undrawn overdraft facilities available to the Group at the year end in respect of which all conditions precedent have been met at that date were as follows:
2012 2011
£000 £000
Expiring in less than one year –10
Secured liabilities
The Group’s financial liabilities during the year ended 31 December 2011 were comprised of two overdraft facilities, both repayable in less than one year.
One overdraft was secured by a debenture over the Group’s trade debtors aged below 90 days, with a limit of £50,000 charging interest at 3.75 per cent
above bank base rate per annum. This facility expired during 2012.
The second facility had a limit of £600,000 charging interest at 2 per cent above bank base rate per annum. As security for the second facility, the bank
had obtained the unlimited Joint and Several Guarantees of Dr Michael J. Sinclair (non-executive Chairman), and Mr Leo Noe. At 31 December 2011 there
was no difference between the book and fair value of the Group’s financial liabilities. There were no fixed rate liabilities during the year. This facility had
formally expired on 30 June 2011, but had remained in place until 8 May 2012. The facility has now been repaid by the Group.
All monetary assets and liabilities at the balance sheet date are held in Sterling, the Group’s functional currency.
17. Financial instruments
The Group’s financial instruments comprise cash and various items, such as trade receivables and trade payables that arise directly from its operations.
The main purpose of these financial instruments is to raise finance for the Group’s operation.
Fair values of financial instruments
For the following financial assets and liabilities: long-term borrowings, short-term borrowings, trade and other payables, trade and other receivables and
cash at bank and in hand, the carrying amount approximates the fair value of the instrument due to the instrument bearing interest at market rates and/or
the short-term nature of the instrument.
Maturity of financial liabilities
Group Group Company Company
2012 2011 2012 2011
£000 £000 £000 £000
Amounts payable:
Within one year – 590 – 590 NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
37
17. Financial instruments continued
The Group’s activities expose the Group to a number of risks including capital management risk, interest rate risk, foreign exchange risk, credit risk and
liquidity risk. The policies for managing these risks are regularly reviewed and agreed by the Board.
It is, and has been throughout the year under review, the Group’s policy that no trading in financial instruments should be undertaken.
Capital management risk
The Group’s main objective when managing capital is to protect returns to shareholders by ensuring the Group will continue to trade in the foreseeable
future. The Group also aims to optimise its capital structure of debt and equity so as to minimise its cost of capital. The Group in particular reviews its
levels of borrowing and the repayment dates, setting these out against forecast cash flows and reviewing the level of available funds.
The capital structure of the Group consists of debt, cash and cash equivalents and equity attributable to holders of the parent, comprising issued share
capital, reserves and retained earnings. Consistent with others in the industry, the Group reviews the gearing ratio to monitor the capital. This ratio is
calculated as the net debt divided by total capital. Net debt is calculated as total borrowings less cash and cash equivalents. Total capital is calculated as
equity (including capital, reserves and retained earnings). This gearing ratio will be considered in the wider macroeconomic environment. With the current
restraints on availability of finance and economic pressures the Group has lowered its gearing ratio expectations and has continued to reduce its debt in
the year to 31 December 2012.
Interest rate risk
The Group and Company’s interest rate exposure arises mainly from the interest bearing borrowings as disclosed in note 16. Currently all of the Group’s
facilities are at floating rates, which expose the entity to cash flow risk.
Foreign exchange risk
The Group and Company operates principally in the United Kingdom and as such the majority of the Group and Company’s financial assets and liabilities
are denominated in sterling, and there is no material exposure to exchange risks.
Credit risk
The Group’s credit risk primarily relates to trade and other receivables and accrued income. The amounts presented in the statement of financial position
are net of allowances for doubtful receivables, estimated by the Group’s management.
Customer credit risk is managed by each business unit subject to the Group’s established policy, procedures and controls relating to customer credit management.
Credit limits are established for all customers and are based inter alia on credit checks. Outstanding customer receivables are regularly monitored.
Concentration of credit risk with respect to trade receivables is limited in Totally Communications due to its customer base being large and unrelated.
Totally Health does trade with a small number of NHS Trust customers but the Directors consider that the credit risk is minimised by contractual
arrangements which require customers to make stage payments as service delivery progresses, Totally Health’s experience of on time payments received
so far and the government backing being given to these initiatives.
Liquidity risk
Cash balances and borrowings are managed so as to maximise interest earned and minimise interest paid, while maintaining the liquidity requirement of
the business. When seeking borrowings, the directors’ consider the commercial terms available and, in consultation with their advisors, consider whether
such terms should be fixed or variable and are appropriate to the business
The Group would normally expect that sufficient cash is generated in the operating cycle to meet the contractual cash flows through effective cash
management. At 31 December 2011 the Group had borrowings in the form of bank overdrafts of £590K compared to available facilities of £600K,
which could be accessed as considered necessary. These facilities were repaid during 2012. NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
38
18. Share capital and reserves
31 December 2012 31 December 2011
£000 £000
Authorised
148,786,275 ordinary shares of 1p each (2011: 125,000,000) 1,488 1,250
20,500,000 deferred shares of 1p each (2011: 20,500,000) 205 205
1,693 1,455
Allotted, called up and fully paid
148,786,275 ordinary shares of 1p each (2011: 91,947,934) 1,488 919
20,500,000 deferred shares of 1p each (2011: 20,500,000) 205 205
1,693 1,124
The Deferred Shares carry no voting rights, no rights to attend general meetings of the Company, and no rights to receive dividends. The Deferred Shares
do carry a right to participate in any return of capital to the extent of 0.01 pence per Deferred Share but only after each Ordinary Share has received in
aggregate capital repayments totalling £1,000,000 per Ordinary Share.
Number of ordinary shares 2012 2011
Balance 1 January 91,947,934 91,947,934
Issue of shares (see below) 56,838,341 –
Balance 31 December 148,786,275 91,947,934
During December 2012 existing warrant holders agreed to sell 113,676,681 warrants to subscribe for 113,676,681 new Ordinary Shares of 1p each in
the Company to investors at a purchase price of 0.2p per warrant.
Under the terms of the Agreement, holders of 56,838,341 warrants subscribed for 56,838,341 Ordinary Shares of 1p each on 17 December 2012. The
net consideration after costs for the Company from this issue of shares was £515,000.
After the end of the reporting period holders of 56,838,340 warrants subscribed for 56,838,340 Ordinary Shares of 1p each on 14 January 2013 at an
exercise price of 1p per share. The net consideration for the Company from this issue of shares was £539,000
Earnings per share 2012 2011
Basic and diluted earnings (continuing operations) (£000) (647) (110)
Basic and diluted earnings (discontinued operations) (£000) 59 (38)
Weighted average number of shares used in basic and diluted earnings
per share calculations (continuing operations) (000) 94,122 91,948
Weighted average number of shares used in basic and diluted earnings
per share calculations (discontinued operations) (000) 94,122 91,948
Basic earnings per share (continuing operations) (Pence) (0.69) (0.12)
Basic earnings per share (discontinued operations) (Pence) 0.07 (0.04)
Diluted earnings per share (continuing operations) (Pence) (0.69) (0.12)
Diluted earnings per share (discontinued operations) (Pence) 0.07 (0.04)
Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of Ordinary Shares
in issue during the year.
None of the share options or warrants in issue had a dilutive effect on earnings per share in 2012 and 2011. NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
39
18. Share capital and reserves continued
Share options
Details of all options in issue at 31 December 2012 are as follows:
Outstanding at Expired Residual at
Grant date Exercise price start of year Issued in year in year 31 December 2012
17 December 2002 1.5p 10,000 – (10,000) –
22 December 2004 2.88p 25,000 – – 25,000
16 May 2005 2.375p 1,000,000 – – 1,000,000
1 January 2006 2.38p 150,000 – – 150,000
29 March 2007 2.25p 1,033,333 – – 1,033,333
10 April 2007 2.88p 100,000 – – 100,000
1 January 2008 1p 1,000,000 – – 1,000,000
27 July 2009 1p 10,575,000 – – 10,575,000
8 October 2009 1p 3,050,000 – – 3,050,000
22 April 2010 1p 500,000 – – 500,000
17,443,333 – (10,000) 17,433,333
All options granted and outstanding as shown above may be exercised from the date of grant for a period of 10 years.
Warrants currently in issue
No warrants were issued in the year.
Details of all warrants in issue at 31 December 2012 are as follows:
Outstanding at Converted* Residual at 31
Grant date Exercise period Exercise price start of year Expired in year to equity December 2012
21 May 2002 Within 10 years from grant date 5p 1,916,665 (1,916,665) – –
18 June 2004 Within 7 years from grant date 5p 4,287,143 (4,287,143) – –
4 November 2005 Within 7 years from grant date 2p 2,500,000 (2,500,000) – –
2 July 2008 Within 10 years from grant date 1.25p 4,500,000 – (4,500,000) –
30 September 2008 No expiry date 1p 70,000,000 – (35,000,000) 35,000,000
27 July 2009 Within 10 years from grant date 1p 16,752,528 – (16,752,528) –
8 October 2009 Within 10 years from grant date 1p 166,666 – – 166,666
13 April 2010 Within 10 years from grant date 1p 32,424,153 – (32,424,153) –
22 April 2010 Within 10 years from grant date 1p 25,000,000 – (25,000,000) –
157,547,155 (8,703,808) (113,676,681) 35,166,666
*As noted on page 38 these warrants were sold to a broker in December 2012 and by the year end 56,838,341 Ordinary Shares had been subscribed for by investors.
The balance was placed with investors in January 2013. No breakdown of the warrants subscribed pre and post year end is readily available to provide the analysis required
above and hence all the relevant warrants are shown as converted.
Share premium account
The share premium account represents the amounts received by the Company on the issue of Ordinary Shares that are in excess of the nominal value of
the issued shares. Directly chargeable issue costs are charged to the share premium account. NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
40
19. Share-based payment
During the year ended ending 31 December 2012 the Group and Company had two share based payment arrangements as described below.
a) Employee Share Options
Totally PLC Enterprise Management Incentive Plan – 10 year limit
The estimated fair value of each option has been calculated using the Black Scholes option pricing model for different options granted between
17 December 2002 and 22 April 2010. The estimated fair value of options varies between 0.7 pence and 0.04 pence. The model inputs are share price
at grant date, exercise price, expected volatility of 29 per cent, no expected dividends, contractual life of three years, and a risk free interest rate of four
per cent. A reconciliation of option movements over the year is shown below.
The volatility of the Company’s share price on each date of grant was calculated as the average of the standard deviations of daily continuously
compounded returns on the stock of the company, calculated back over a period commensurate with the expected life of the option. The risk-free rate
used is the yield to maturity on the date of grant, with term to maturity equal to the expected life of the option. It was assumed that options would be
exercised within two years of the date on which they vest.
2012 2012 weighted 2011 2011 weighted 
Number average price Number average price
‘000s Pence ‘000s Pence
Outstanding at 1 January 17,443 1.17 17,443 1.17
Granted –– ––
Surrendered –– ––
Exercised –– ––
Expired (10) – ––
Outstanding at 31 December 17,433 1.17 17,443 1.17
2012 2011
Range of exercise price (Pence) 1.00 – 5.00 1.00 – 5.00
Weighted average exercise price (Pence) 1.17 1.17
Number of shares (000’s) 17,443 17,443
Weighted average remaining life years – Expected 7 8
Weighted average remaining life years – Contractual 8 9
b) Warrants
The estimated fair value of each warrant has been calculated using the Black Scholes option pricing model for different warrants granted as outlined in Note 18.
The estimated fair value of warrants varies between 0.8 pence and 0.01 pence. The model inputs are share price at grant date, exercise price, expected volatility
of 29 per cent, no expected dividends, contractual life of three years, and a risk free interest rate of four per cent. A three year contractual life has been used to
reflect the non-tradability of the warrants compared to the actual contractual life of seven years. The full cost of the warrants is recognised at the date of grant.
Expenses charged to the profit and loss in the year in respect of share based payments are as follows for the Group and Company:
2012 2011
£000 £000
Expense arising from issue of share option warrants – equity settled 13 14 NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
41
20. Company changes in equity
Share premium Profit and loss Equity share-
Share capital account account holders’ deficit
Company £000 £000 £000 £000
At 1 January 2011 1,124 3,353 (6,396) (1,919)
Loss for the year – – (240) (240)
Credit on issue of warrants – – 14 14
At 31 December 2011 1,124 3,353 (6,622) (2,145)
Loss for the year – – (36) (36)
Issue of share capital 569 – (54) 515
Credit on issue of warrants – – 13 13
At 31 December 2012 1,693 3,353 (6,699) (1,653)
21. Commitments
a) Capital expenditure commitments
At 31 December 2012 and 2011 the Group had no capital commitments.
b) Operating leases agreements
At 31 December 2012 the Group had the following aggregate minimum lease payments under non-cancellable operating lease rentals:
Group Company
2012 2011 2012 2011
£000 £000 £000 £000
Land and buildings
Within one year 63 55 – –
Between two and five years 59 94 – –
After more than five years – – –
122 149 – –
Other assets
Within one year – 8 – –
Between two and five years – 3 – –
After more than five years – – –
– 11 – –
22. Related party transactions
The Group has taken advantage of the exemption available under IAS 24, “Related Party Disclosures”, not to disclose details of transactions between
Group undertakings which are eliminated on consolidation.
Included within current liabilities in the Company statement of financial position are amounts owed to 100% subsidiary undertakings of £1.56m (2011:
£1.43m). The movement in the Company’s balances with its subsidiaries reflects the Group’s banking facilities and arrangements operating during the year. NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
42
22. Related party transactions continued
The following related party transactions are required to be disclosed in accordance with IAS24.
In 2012, no purchases (2011: £8,625), were made from K Margolis, wife of A Margolis who is a director of both Totally Communications Limited and
Totally PLC. The purchases were made on an arm’s length basis. A balance of £nil (2011: £1,000) is included in trade creditors at the year end.
23. Discontinued operations – UK publishing group
a) On the 15 May, Totally PLC announced the sale of its UK publishing business to JN News and Media Group Limited. The net consideration receivable
was £211,000. The proceeds of the disposal has been used to reduce the Group’s indebtedness and to fund the working capital requirement of
Totally Communications and Totally Health.
b) Profit and Loss from discontinued operations
2012 2011
£000 £000
Revenue 550 975
Expenses (565) (1,023)
Operating loss (15) (48)
Income tax credit – 9
Loss for the year from operating activities (15) (39)
Profit on disposal of subsidiary (see note 23c) 74 –
Profit/(loss) from discontinued operations 59 (39)
The 2012 trading results include operating activities from 1 January 2012 to 15 May 2012.
c) Profit on disposal of subsidiary
2012
£000
Sale proceeds (after net assets based price adjustments) 211
Less: Legal and professional fees (68)
Less: Director’s bonus in respect of sale (100)
Net consideration receivable 43
Net assets/liabilities disposed of:
Property plant and equipment 17
Cash at bank 12
Working capital – inventories, receivables and payables (60)
Net liabilities disposed of (31)
Profit on disposal of subsidiary 74
At 31 December 2012 the Group had not paid £90,000 of the director’s bonus and £77,000 of the consideration that was payable to the purchaser
in respect of the disposal. Therefore the net cash received from the disposal in the year was £210,000 as disclosed in the consolidated cash flow
statement on page 22.
The Group has sufficient current year tax losses to offset the profit on disposal of subsidiary. Therefore, no income tax change or credit is expected in
respect of the disposal. NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
43
24. Post balance sheet events
After the end of the reporting period holders of 56,838,340 of the warrants subscribed for 56,838,340 Ordinary Shares of 1p each on 14 January 2013
at an exercise price of 1p per share. The net consideration received by the Company from this issue of shares was £539,000.
Following the end of the reporting period Clare Wexler resigned as CEO of Totally Plc and was replaced by Wendy Lawrence. The Company is currently in
dialogue with Mrs Wexler and her representatives regarding an appropriate compromise package. The Directors believe this will be settled at a level
commensurate to the circumstances of Mrs Wexler’s resignation.
25. Notes to the cash flow statement – cash flows relating to discontinued operations
2012 2011
£000 £000
Cash flows from operating activities
Operating loss (15) (48)
Amortisation and depreciation 3 5
Movement in working capital balances (45) 12
Net cash utilised by operating activities (57) (31)
Research and development tax credit – 9
Cash flows from investing activities
Purchase of non-current assets (1) (22)
Cash disposed with subsidiary (12) –
Net cash utilised by investing activities (13) (22)
Net decrease in cash and cash equivalents (70) (44)
Cash and cash equivalents at beginning of year 70 114
Cash and cash equivalents at 31 December – 70
The above operations are up to the 15th May 2012. Directors
Dr. Michael Sinclair (Non-Executive Chairman)
Wendy Lawrence (CEO)
Andrew Margolis (Executive Director)
Donald Baladasan (Finance Director)
George Rolls (Non-Executive Director)
Company Secretary
Filex Services Limited
Registered Office
Unit 800 Highgate Studios
53-79 Highgate Road
London
NW5 1TL
Registration Number
03780101 (England and Wales)
Auditors
RPG Crouch Chapman LLP
62 Wilson Street
London
EC2A 2BU
Nominated Adviser and Joint Broker
Allenby Capital Limited
Claridge House
32 Davies street
Mayfair
London
W1K 4ND
Joint Broker
Optiva Securities Limited
2 Mill Street
Mayfair
London
W1S 2AT
Bankers
National Westminster Bank Plc
9th Floor
3 Shortlands
Hammersmith
London
W6 8DA
Registrars
Share Registrars Ltd
Suite E
First Floor
9 Lion and Lamb Yard
Farnham
Surrey
GU9 7LL
COMPANY INFORMATION
44 Designed and produced by fourthquarter Unit 800 Highgate Studios
53-79 Highgate Road
Kentish Town
London
NW5 1TL
info@totallyplc.com
www.totallyplc.com