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DELIVERING
EXCELLENCE
Annual Report
for the year ended 31 March 2021
.
DELIVERING
EXCELLENCE
Totally plc is a frontline healthcare delivery
business which has stood shoulder to shoulder
with the NHS and other healthcare providers
across the UK delivering care 24/7.
We make a difference to people’s lives by
ensuring they can access the most appropriate
healthcare quickly and efficiently.
RESPONSIVE
RESILIENT
SUSTAINABLE
Delivering healthcare services during
the global pandemic and responding to
the changing demands across the UK
whilst protecting our workforce
Maintaining high standards of care
delivery whilst responding to increased
demand for existing and new services
and investing in our workforce for
the future
Ensuring the safety of our workforce
whilst delivering high quality care to
every patient we see and ensuring a
platform for growth is developed
across the Group
Strategic Report
01 2020/21 highlights
02 At a glance
03 Our response to COVID-19
04 Chairman’s statement
05 Chief Executive Officer’s review
08 Our business model
12 Our divisions
15 Stakeholder engagement
18 Our strategy
20 KPIs
21 Clinical quality review
25 Financial review
27 Risk management
28 Principal risks and uncertainties
Governance
30 Board of Directors
32 Senior management
33 Chairman’s introduction to governance
34 Corporate governance report
38 Report of the Nomination Committee
39 Report of the Audit Committee
41 Directors’ remuneration report
44 Directors’ report
46 Energy and emissions report
48 Statement of Directors’ responsibilities
Financial Statements
49
Independent auditor’s report
53
Consolidated statement of profit or loss
and other comprehensive income
54 Consolidated statement of changes in equity
55
Consolidated and Company statements of
financial position
56 Consolidated cash flow statement
57 Notes to the financial statements
84 Company information
2020/21 highlights
STRONG PERFORMANCE DURING
AN UNPRECEDENTED YEAR
FINANCIAL HIGHLIGHTS
Revenue
Total of all revenue generated
by the Group.
£113.7m +7.4%
113.7
105.9
78.0
42.5
4.0
Underlying EBITDA
Adjusted for exceptional items as disclosed
in note 8 of the financial statements.
£5.0m +24.5%
Cash
Total of all cash held
across the Group.
£14.8m +65.8%
5.0
4.0
14.8
10.2
8.9
7.5
1.1
0.2
(1.2)
1.0
2016
20181
2019
2020
2021
2016
20181
2019
2020
2021
1. 15-month period.
2016
20181
2019
2020
2021
Profit before tax
£0.06m
2.02
Earnings per share
0.17p
3.64
(1.49)
(1.81)
(3.41)
0.06
(8.44)
(2.51)
(1.82)
0.17
2016
20181
2019
2020
2021
2016
20181
2019
2020
2021
OPERATIONAL HIGHLIGHTS
• All Care Quality Commission
registered services rated as “Good”.
• Exceptional year during times
of unprecedented pressure
supporting the NHS to manage
demand for services during the
COVID-19 pandemic.
• Numerous contract renewals
and new business models
delivered, many targeted to
manage demand during the
pandemic, which amounted to
an aggregate contract value
of c.£92.5.
01
Annual Report for the year ended 31 March 2021 Totally plcSTRATEGIC REPORT At a glance
PROVIDING ESSENTIAL
HEALTHCARE SERVICES ACROSS
THE UK AND IRELAND
OUR VISION
To be the partner of choice to
healthcare commissioners and
providers across the UK and Ireland,
helping them to manage demand
and ensure every patient can access
high quality care quickly and efficiently
and allowing the NHS and other
healthcare providers to treat those
patients that only they can treat.
KEY BUSINESS DRIVERS
• Highly regulated markets.
• Responsive to changes in
demands for services.
• Resilient to change and a
reliable partner.
• Deep understanding of our markets.
• Agile to deliver responsive
solutions to changes in demands
and new opportunities.
OUR BRANDS
PLANNED CARE
URGENT CARE
INSOURCING
02
Totally plc Annual Report for the year ended 31 March 2021STRATEGIC REPORT Our response to COVID-19
DELIVERING EXCELLENCE
ALWAYS RESPONSIVE
KEEPING ESSENTIAL SERVICES RUNNING 24/7 – 365 DAYS A YEAR
During the COVID-19 pandemic, Totally plc ensured its services continued
wherever possible and that our people were kept safe.
• Remote working was implemented where possible.
• Video consultations replaced face-to-face consultations where possible.
New COVID-19 safe processes implemented, including the provision of
Personal Protective Equipment (PPE).
KEEPING OUR PEOPLE SAFE
The wellbeing of our workforce has remained paramount across all business
activities this year and we were quick to ensure we had systems and processes
in place to ensure we were best placed to keep everyone safe whilst working
within national guidelines which continually evolved during the period.
✓
✓
Across our Urgent Care Division we adopted the NHS
Emergency Preparedness, Resilience and Response
Framework, ensuring systems and processes were
transparent and robust. Our Planned Care and
Insourcing Divisions were unable to work during much
of the year due to hospitals suspending all elective
care in order to protect their capacity and manage
the demands for COVID-19 services but also to keep
patients and staff safe.
We quickly implemented a new in-house service
for managing absence and sickness (our Sickness
Absence Management service (SAMs)), Using our own
clinical health coaches, national guidance for COVID-19
was included in our internal algorithms and every member
of staff who was either ill or impacted by the COVID-19
management guidance for shielding or isolating was
asked to contact the SAMs team and one to one
consultations were undertaken with a clinical health
coach to ensure every member of the team had a plan
that adhered to national guidance and that the Group
understood the health demographics and
requirements of its workforce.
✓
✓
✓
✓
✓
Every office/call centre and clinical location moved
to implementing national guidance with the use of
appropriate PPE and other cleaning routines to ensure
we operated in COVID-19 safe environments.
Guidance was issued to staff as soon as it was received
from government and cascaded using our tried and
tested communications channels to staff.
All locations were fully equipped with appropriate
PPE and processes to allow social distancing which
in some cases included the installation of personal
screening around workstations and additional
cleaning processes across all areas.
We held open staff engagement sessions regularly
across all divisions and at different times of the day
where the Group CEO and the Divisional Managing
Directors were present for briefings and questions.
Staff were asked to keep themselves safe when
outside of work to protect colleagues and family.
Across many locations staff were offered early
vaccination in conjunction with our NHS
commissioners which included our staff
on their vaccination programmes.
03
STRATEGIC REPORTAnnual Report for the year ended 31 March 2021 Totally plc Chairman’s statement
THE SAFETY AND WELLBEING OF
OUR STAFF HAVE BEEN PARAMOUNT
I am pleased to report record results for the year ended
31 March 2021.
Revenues were £113.7m (2020: £105.9m) with EBITDA before
exceptional items of £5.0m (2020: £4.0m). Net cash as at
31 March 2021 stood at £14.8m.
The year was impacted throughout by the COVID-19 pandemic
and as a trusted partner of the NHS the teams at Totally plc
were part of the frontline resource providing care. Demand
increased on an almost daily basis. Specific details of the
impact throughout the business are highlighted within the
Chief Executive Officer’s Review.
The NHS is faced with a continual and ongoing review of its
core services and we expect to continue to be involved in an
evolving appraisal of NHS national guidelines. The NHS 111
services, where we provide a significant part of the national
requirement, have overstretched capacity on a continuing
basis. I commend our staff who gave commitment way above
their normal working ethos to ensure that patients were given
a first-class response.
As ever the safety and wellbeing of our staff have been
paramount, and we continually review working practices and
ways that we can support staff who themselves face the daily
pressures of working in demanding environments. I would like
to place on record the Board’s thanks to our employees at all
levels who have given a huge commitment throughout the
period reported.
Our Insourcing business was successful in winning significant
new contracts, some of which were placed on hold due to the
inability to provide elective care in hospitals during the pandemic.
I am pleased to report that the service has restarted as we look
to reduce hospital waiting times throughout the UK and Ireland.
We look forward to a year of growth in a controlled manner.
Our buy and build strategy continues as we seek out earnings
enhancing opportunities in both organic and acquired growth.
With a strong balance sheet and growth opportunities I look
forward to bringing stakeholders news of future developments.
Bob Holt OBE
Chairman
21 July 2021
I would like to place on record the
Board’s thanks to our people at all
levels who have given a huge
commitment throughout the
period reported.
Bob Holt OBE
Chairman
04
Totally plc Annual Report for the year ended 31 March 2021STRATEGIC REPORT Chief Executive Officer’s review
RESPONSIVE, RESILIENT AND AGILE
DURING UNPRECEDENTED TIMES
Our staff have stood shoulder to
shoulder with the NHS and other
healthcare providers, delivering
frontline care to patients across the
UK whilst at the same time responding
to changing national guidance for
delivering care.
Wendy Lawrence
CEO
Introduction
I am pleased to report excellent results during a year of
unprecedented challenges as we all worked tirelessly through
the global pandemic battling COVID-19.
Our staff have stood shoulder to shoulder with the NHS and
other healthcare providers, delivering frontline care to patients
across the UK, whilst at the same time responding to changing
national guidance. Demand for our services throughout the
year increased beyond all our estimates.
Each of our divisions were impacted differently and all
responded professionally to the challenges and ensured they
protected their staff as well as the patients they were treating.
Our Urgent Care Division saw demand for NHS 111 services
increase beyond anything we planned for and responded
quickly to ensure continued delivery of the 24/7 service across
the UK. Every NHS 111 provider was asked to increase capacity
which was achieved by our in-house corporate services, such as
recruitment, who worked to bring people back into the service
who had recently retired or left for other roles. The response to
the NHS call for people to return to work helped us to respond
to the demands from the pandemic.
At the same time, it was imperative that we protected our staff.
National guidance was always adopted, personal protective
equipment (PPE) was provided and every step possible was
taken to ensure everyone was kept safe. All of our premises
implemented COVID-safe processes and where possible
people were asked to work from home but of course this was
not possible for many people, especially those in patient-facing
roles and some of our corporate support staff as our business
continued to rise to the challenges presented by the pandemic.
Trading performance
The Group made excellent progress with its operational
performance throughout the year and exceeded our internal
management expectations. We remain debt free and had
healthy cash balances throughout the period which reflects
our excellent approach to cash management.
The Group followed government guidelines and policy during
the COVID-19 pandemic, and this included access to applicable
financial support where appropriate to support the different
impacts across the Group. We ended the year with no deferred
payments and no debt.
A detailed update on our trading performance is of course
included further on in this report by our Chief Financial Officer,
Lisa Barter.
05
Annual Report for the year ended 31 March 2021 Totally plcSTRATEGIC REPORT Chief Executive Officer’s review continued
Growth
We believe that we are a leading provider of healthcare services
across the UK, supporting healthcare commissioners and
providers to respond proactively and robustly to changes in
demand for services and indeed to provide new models of care
as required, especially during the COVID-19 pandemic. We hold
long-term contracts for our services across the UK. Each of
our delivery divisions was impacted differently and this is
detailed on pages 12 to 14 within this report. We believe these
impacts allowed us to demonstrate the robustness of our
business delivery model and will continue to ensure we can
grow and expand our services in the coming years.
During the year we successfully retained contracts that were
due to expire and secured new work across the Group.
Our people
Our people are our greatest asset and what make Totally plc
unique in its flexibility to respond quickly and professionally
to every demand faced.
It would be remiss of me not to formally recognise the
excellent management of the pandemic by our clinical quality
and divisional management teams. Gloria Cooke is to be
commended for her leadership in establishing our Sickness
Absence Management service (SAMs) and responding to
the daily guidance issued by government. The SAMs supported
every vulnerable member of the team with 1:1 advice and
coaching in order to keep them safe. This will continue as a
permanent service for our staff to proactively manage
absence and support individuals to positively manage their own
health and wellbeing.
The Emergency Preparedness, Resilience and Response
(EPRR) systems established across our Urgent Care Division
should also be recognised for their robust approach to the
pandemic which in turn ensured all services continued to
operate 24/7 every day and throughout the period.
The overall approach proved that all the hard work that had
previously been undertaken as part of our business continuity
planning (BCP) was certainly worthwhile.
The future
Totally plc has a solid platform for growth, both organically
and with our agreed strategy to remain acquisitive.
During 2021 we are focused on making further progress with
our growth strategy whilst ensuring we maintain the delivery
of high-quality services. We strongly believe that our approach
of creating and supporting distinct delivery divisions will again
demonstrate the robustness of this approach as they all
develop further and support care delivery across the UK. We
expect Urgent Care to continue to lead the delivery of a range
of COVID-specific services to ensure patients can access the
most appropriate care quickly, efficiently and as close to home
as possible, whilst our Planned Care and Insourcing Divisions
focus on reducing the huge waiting lists which are a
consequence of elective care being paused whilst hospitals
battled to deliver services throughout the pandemic and
maintain capacity for patients requiring care for COVID-19.
We invested heavily in our infrastructure during the period
to improve the resilience and efficiencies of our technical
services. This included the implementation of a new telephony
system across our NHS 111 service, providing new kit to enable
remote working, as well as implementing new technology to
replace some face-to-face services with video technology.
We will continue to invest in our growing and increasingly skilled
workforce, ensuring we deliver the best care possible to every
patient we treat whilst growing the business and increasing our
coverage across the UK.
With the UK’s commitment to creating a zero-carbon
economy, we at Totally plc will also ensure that we reduce our
carbon footprint at every opportunity. Given the nature of our
business this will be by making sensible decisions regarding our
premises, how we travel to and from work and promoting the
use of technology where appropriate. We have already reduced
our fleet of emergency vehicles and promoted recycling across
the Group and the use of LED lighting across our premises.
Our vehicle sharing policy (sharing lifts to work) had to be
suspended during the pandemic in order to keep staff safe but
we will continue to operate flexible working policies which in
itself will reduce the journeys to and from work for a large
proportion of employees.
We will also ensure that we are well positioned to offer new
services that are required as a direct consequence of the
pandemic or resulting from new policies to promote wellbeing
and self-care services as part of employers’ responsibilities to
their workforce.
Wendy Lawrence
CEO
21 July 2021
06
Totally plc Annual Report for the year ended 31 March 2021STRATEGIC REPORT OUR INVESTMENT CASE
Our focus is on delivering responsive, high quality healthcare services
and solutions which create value for our stakeholders and long-term
relationships with our commissioners.
DIFFERENTIATED
We are differentiated by delivering responsive care in
highly regulated sectors via high quality care delivery
models. We will always strive for excellence in
everything we do, positioning ourselves for further
growth in a highly fragmented, growing market.
EXCELLENT LEADERSHIP
Our management team has extensive experience in
delivering high quality care across all healthcare
services and sectors. It has developed an effective
organisational structure and strengthened delivery
models with an ongoing focus on efficiencies,
excellence and cost savings.
ESTABLISHED STRONG REPUTATIONS
Not only do our leaders have personal reputations
for delivering against their own stated targets but
the brands we have developed are well respected
with commissioners and users of our services.
RESPECTED MARKET POSITIONS
ACROSS THE UK
We stood shoulder to shoulder with the NHS and
other healthcare providers during the COVID-19
pandemic. We responded to and delivered new
COVID-19 specific services, managing the huge
increase in demand for existing services whilst
ensuring our workforce was supported.
STRONG PERFORMANCE AND
OPERATIONAL EXCELLENCE
Overall Group performance was excellent against
the background of COVID-19 and demonstrates
the resilience of our business model and the quality
of the services delivered by our workforce.
0707
STRATEGIC REPORTAnnual Report for the year ended 31 March 2021 Totally plc Our business model
A SUSTAINABLE, RESPONSIVE
BUSINESS MODEL FOR
THE LONG TERM
OUR KEY RESOURCES
WHAT WE DO
Delivering diverse solutions
URGENT
CARE
PLANNED
CARE
INSOURCING
People
Our people are our greatest asset.
We aim to use our expertise and our
people’s passion and commitment to
delivering excellence in ways that help
individuals and support the businesses
we work with.
Services
We are perfectly positioned to
deliver market-leading services that
are responsive to changing demands
and sustainable. Everything we do is
focused on quality care outcomes
for those we treat.
Leadership
Our leadership teams have a vast
knowledge of all areas of healthcare
delivery. We ensure we always recruit
the best people to every role and
support them to develop and grow
with the organisation.
Relationships
We understand that solid, robust
and honest relationships are key to
our future growth and success – our
leadership teams ensure this remains
a priority during their everyday work.
ALL OF THIS IS UNDERPINNED BY...
Strategy
Supporting the delivery of efficient,
responsive services.
Human resources
Everyone who is part of the team
works with passion and commitment
to deliver excellence.
08
Totally plc Annual Report for the year ended 31 March 2021STRATEGIC REPORT Our long-term approach is reflected in the strength
and depth of our relationships, based on the quality
of the care and services we provide to patients.
With our highly experienced management and
exceptionally skilled workforce, we build our business
models and respond to the ever-changing demands
placed upon healthcare providers.
WHAT MAKES US DIFFERENT
1
2
3
4
Experienced leadership
Our management teams have extensive experience in our
sectors and an ability to design and deliver robust delivery models to
strengthen operational delivery with an ongoing focus on efficiency,
quality, safety and savings.
Commissioner needs
We pride ourselves on being responsive to the needs of our
commissioners and the patients we treat, along with a good contract
base across the UK with recurring revenues.
Strong brands
We are trusted to deliver services that are responsive, agile and
robust – evidenced by the numerous examples of new work
commissioned during the pandemic and delivered throughout
the period.
Differentiated
Resilient delivery of care even during times of unprecedented
demand through our service offerings in highly regulated sectors.
HOW WE CREATE VALUE
Clients
We deliver high quality, efficient
services all within complex, highly
regulated systems.
Patients
We provide our patients with
safe, high quality, quick access
to healthcare services.
People
We recruit the very best people
to roles in our businesses which are
growing continually and therefore
presenting opportunities for
development and progression.
Shareholders
For our shareholders we have
predictable recurring revenues and
good cash flows which are
underpinned by long-running,
stable contracts.
Finance
Financially sound with no debt and
good cash flow and well positioned
for further scale.
Quality and governance
Ensuring high quality delivery with
accountability and transparency
from “floor to Board”.
Stakeholders
Ensuring every decision we make is
taken with our stakeholders in mind and
what is best for them in the long term.
Read more about our stakeholders and
how we engage with them on page 15
09
Annual Report for the year ended 31 March 2021 Totally plcSTRATEGIC REPORT Our business model continued
A ROBUST BUSINESS MODEL
FOR THE LONG TERM –
A FOCUS FOR GROWTH
Our strategy remains to become the partner of choice for the
NHS and other healthcare bodies across the UK and Ireland.
Steadily over the years we have built a robust platform to
ensure we deliver relevant, high quality services and attract
the very best people to work as part of our team.
We have done this via acquisitions and organic growth and
transformed the Company to position ourselves to be able
to respond to the ever-changing demands placed upon the
healthcare sector.
2020/21 was no exception and back in February 2020 we began
to see the very beginnings of the impact of the COVID-19
pandemic and today, over a year later, we continue to face the
challenging demands placed upon us.
During 2020/21 we completely changed the way we work.
Not only in order to provide safe, reliable, accessible services
to our patients but also to keep our staff safe.
Every person in the UK and Ireland has been impacted by
COVID-19 either directly or with the changes required in
business and the community in order to keep everyone safe.
Totally plc was no different.
The first indicator that major changes were on their way was
the unprecedented increases in calls made to the NHS 111
service. Totally plc, like other 111 service providers, was asked
to increase capacity whilst NHS England continually reviewed
its care models and advice so that when people called 111
they were not only supported but also guided into the most
appropriate care setting for their condition. NHS 119 was
launched which was specifically designed for callers with
COVID-19 and everyone worked tirelessly to create more call
management capacity and to introduce new working practices
to keep our staff safe. New call centre capacity was created
quickly, training was continually updated to ensure everyone
involved in care delivery was up to date with the current
national guidance and our in-house Sickness Absence
Management service (SAMs) worked with every individual
member of staff to help them stay safe and take the most
appropriate action according to their own health needs.
A huge amount of new IT equipment was mobilised and
installed to facilitate home working for those roles that could
safely be undertaken remotely, and for those people who
needed to come into work we made every effort to ensure
they could follow social distancing advice and access personal
protective equipment (PPE) along with additional deep cleaning
processes and the installation of additional equipment to keep
them safe (such as perspex screening for workstations, hand
sanitiser and antibacterial routines). Emergency Preparedness,
Resilience and Response processes were implemented across
the business with daily Gold Command meetings and cascade
messaging to all staff established immediately and continuing.
URGENT CARE
Our Urgent Care Division was impacted with numerous
requests for new services throughout the period and
responded proactively.
We:
• Experienced 111 demand increases day upon day and
it remains high against all previous estimates;
• Assisted with the implementation of 111 online and 119
to support COVID-19 enquiries;
• Implemented care models across all of the Urgent
Treatment Centres to ensure that Accident and Emergency
Departments could focus on those requiring assistance
with immediate and life threatening conditions;
• Implementation of Think 111 First;
• Numerous additional COVID-19 specific services; and
• Video consultations to support delivery of patient care.
10
Totally plc Annual Report for the year ended 31 March 2021STRATEGIC REPORT PLANNED CARE
Our Planned Care Division saw almost the opposite impact
to our Urgent Care Division. Services were halted as GP
surgeries closed and all elective care was paused. Where
possible, urgent treatments continued and technology
enabled us to provide some services via video
consultations and via PhysiTrak which is our technology
for supporting physiotherapy consultations and pathway
delivery remotely and widely used across the division.
Where possible, services continued and from December
2020 onwards there has been a return to delivering
services directly to patients. We aim to continue
developing the use of technology which will include video
consultations and the use of apps to ensure disruptions
to patient care are kept to a minimum in the future.
During 2020 the mobilisation of new contracts secured
was paused but we are pleased to confirm that these have
now been mobilised.
New business opportunities continue to be pursued as
we are aware of new pressures placed upon the NHS with
increasing waiting lists along with new services as a result
of the pandemic such as Long COVID services.
INSOURCING
Our Insourcing Division had to pause all services for a short
time during 2020 due to the pandemic and all elective care
being suspended to allow hospitals to focus on managing
the many demands of COVID-19. All contracts were
retained and services restarted in Northern Ireland during
June 2020 with hospitals across England gradually
restarting elective care during the winter months.
There have been many reports referring to the increased
number of people waiting for treatment across the UK and
Totally Healthcare is responding proactively to requests
for help. It continues to work across the UK supporting
hospitals mainly at weekends but also providing some
services seven days a week in order to ensure patients are
treated as quickly as possible.
We expect the demand for high quality insourcing services
to continue to rise over future months.
Changes to commissioning processes – the White Paper
The Future of Health and Care published February 2021
On 11 February 2021, the Department of Health and Social
Care published the White Paper Integration and Innovation:
working together to improve health and social care for all.
The White Paper represents a shift away from the focus of
competition which underpinned the 2012 government
reforms. At the same time as removing some of the
competition and procurement rules, it gives the NHS and its
partners greater flexibility to deliver joined-up care to the
increasing number of people who rely on joined-up services.
At the heart of the changes is the proposal to establish
integrated care systems (ICS), which brings huge opportunities
for faster decisions to be made to deliver changes to care as
changes in demands are seen from the public. The new
systems should allow and enable flexibility for geographical
areas to determine the best arrangements for their
populations and to work with trusted, respected partners to
deliver targeted high-quality services without the need for
lengthy procurement processes.
This should result in a reduction in bureaucracy and recognise
quality partnerships where cooperation delivers improved care.
Partnership working has never been so important for the
success of care delivery businesses – an area where all of
Totally plc’s businesses shine.
Totally plc is already working in areas that have used the new
systems as defined within the White Paper and welcomes the
ongoing changes which mean services can quickly be mobilised
to deliver targeted local services – this was demonstrated
numerous times during the pandemic where all of our divisions
responded proactively when asked to mobilise new services.
The way that we have developed the business into our distinct
divisions has proven beyond doubt that the flexibility it provides
is not only robust but also ensures every division is well placed
to grow and continue to provide excellent services to patients
across the UK and support hospitals as they face the ever-
changing demands for services.
The Board at Totally plc will continue to refine its strategy to
ensure opportunities are identified to increase its customer
base and grow both organically and via acquisition.
11
Annual Report for the year ended 31 March 2021 Totally plcSTRATEGIC REPORT Urgent Care performs a critical role in keeping the population
healthy. During the last year our Urgent Care Division has stood
shoulder to shoulder with the NHS delivering frontline care to
patients during the COVID-19 pandemic. We saw huge
increases in demand for our 111 and GP out of hours services
and have been involved in the delivery of a range of specific
COVID-19 services aimed at helping people to manage their
own health and supporting them should they require
interventions from hospital services.
We continue to provide such services as the new “Think 111
First” services.
Our Urgent Care Division works shoulder to shoulder with the
NHS across England delivering the whole spectrum of urgent
care frontline patient services including:
• NHS Think 111 First;
• NHS 111;
• Urgent Treatment Centre Services; and
• Clinical Assessment Services (CAS).
During the COVID-19 pandemic our Urgent Care Division
delivered care 24/7 across the whole urgent care spectrum
and responded to requests for assistance from NHS England
to expand services, mobilise new services and respond to new
guidance at least daily.
The mobilisation of our Emergency Preparedness, Resilience
and Response (EPRR) systems ensured we could respond
quickly and robustly to the additional demands for services
whilst making every effort to keep our staff safe. Working
closely with NHS England and local commissioning groups
ensured that we were considered a key partner during such
unprecedented times and were able to continue with the
delivery of high-quality services throughout the period.
We harnessed new technology to enable, where possible, our
workforce to work remotely whilst supporting those frontline
workers to remain safe with the provision of personal protective
equipment, social distancing and a whole range of changes to
how we work. We also replaced some face-to-face services with
video services which were welcomed by our patients and our
workforce. This is an area that we plan to expand in the future.
We also welcomed new members to the Urgent Care Executive
team. Elizabeth Miller joined us from the NHS in her role as
Director of Nursing and Quality in the UCD along with Jules
Martin who again joined us from the NHS in her role as Director
of Operations for our UCD.
Our divisions
URGENT
CARE
Andy Gregory
Managing Director
Revenue
£105.4m +9.2%
105.4
96.5
69.7
2019
2020
2021
Gross margin
17.8%
(2020: 17.5%)
12
STRATEGIC REPORTTotally plc Annual Report for the year ended 31 March 2021 PLANNED
CARE
Richard Benson
Managing Director
Revenue
£5.2m -37.6%
8.4
8.4
5.2
2019
2020
2021
Gross margin
23.7%
(2020: 22.6%)
Planned care is also known as elective care. The services we
provide include:
• Outpatient services – About Health specialises in the
provision of dermatology services;
• Referral management services;
• Physiotherapy – including remote physiotherapy utilising our
PhysiTrak service;
• Podiatry; and
• A range of new service delivery models to support the
national COVID-19 recovery programme.
These services are provided in a variety of settings including
GP surgeries, health centres and prisons across the UK.
Our Planned Care Division was impacted during the pandemic
and not able to deliver its full range of services due to the
pause in delivering such services which are usually provided
from GP surgeries and community premises – these were of
course not accessible for much of 2020 due to the COVID-19
pandemic. A small number of urgent services did continue with
some face-to-face care but also via the increased use of
technology to facilitate video consultations and the delivery
of care via our physiotherapy app – PhysiTrak.
Some staff were furloughed when services were paused and
where possible home working was facilitated during the period.
Services began to restart during late 2020 and have continued
with a full return achieved by March 2021. Every service had to
change to ensure it is delivered using new care models designed
to ensure patients and our staff remain COVID-19 safe. Waiting
lists for all services within our Planned Care Division increased
during 2020 and are now being targeted across all services.
13
Annual Report for the year ended 31 March 2021 Totally plcSTRATEGIC REPORT Under an insourcing arrangement, NHS organisations and
hospitals across the UK contract with insourcing companies
to carry out medical services/procedures using the trust’s
facilities and equipment. Insourcing is increasingly popular in
secondary care as a way of reducing waiting lists and enhancing
patient experience, whilst maintaining clinical governance and
control. The services are typically delivered out of hours when
the trust’s facilities/equipment would otherwise be idle.
Totally Healthcare, Totally plc’s Insourcing company, provides
services across the UK working inside hospitals and providing
services targeted at reducing hospital waiting lists. During the
pandemic elective care was suspended whilst hospitals
focused on managing the huge demand from patients
impacted by COVID-19. This has resulted in long waiting lists
and waiting times across all specialties and across every
hospital in the UK.
Our Insourcing Division was impacted during the pandemic and
not able to deliver services for much of the period due to the
pausing of all elective care across the UK. Services were able
to restart in Northern Ireland during June 2020 when limited
capacity was created for us to implement COVID-19 safe
delivery models in conjunction with hospitals and start to
deliver care to urgent patients. Services have continued since
this time with a gradual increase in the number of hospitals able
to restart providing elective care.
Totally Healthcare ended the year providing services across
Northern Ireland, Scotland and England and with a healthy
pipeline of work going into the new financial year.
Waiting lists and the number of patients waiting for treatment
saw unprecedented increases during the period which has
resulted in a sharp increase in demand for insourcing services
across the UK and Ireland.
Our divisions continued
INSOURCING
Marie Lee
Managing Director
Revenue
£3.1m +207.1%
3.1
1.0
2020
2021
Gross margin
26.8%
(2020: 28.7%)
14
STRATEGIC REPORTTotally plc Annual Report for the year ended 31 March 2021 Stakeholder engagement
ENGAGING WITH
OUR STAKEHOLDERS
OUR COMMISSIONERS
NHS Clinical Commissioning Groups, Integrated Care
Systems, Primary Care Networks, hospitals, Health Boards
and Strategic commissioning services from our divisions to
ensure local populations can access the very best healthcare
locally and efficiently.
Outcomes during 2020/21
• Ensuring that all services rose to the new demands
presented during the pandemic and that our staff were
individually supported to stay safe whilst standing
shoulder to shoulder with the NHS throughout the period.
• Introducing strong business continuity plans and quickly
adopting the Emergency Preparedness, Resilience and
Response (EPRR) standards to work alongside NHS
England and adapting to new guidance as it emerged.
• Introducing our dedicated Sickness Absence Management
service for all employees to ensure they understood health
information advice and how it applied to them in the
context of COVID-19.
• Assessed every role in order to establish remote working
wherever possible and where people were required to
continue to attend the workplace that they had access to
appropriate Personal Protective Equipment (PPE) and that
every workplace adopted COVID-19 safe standards across
the country.
• Piloted new NHS Think 111 First services prior to
nationwide roll-outs.
We provided clarity and transparency in our regular
communications to demonstrate our versatility, agility
and responsiveness to the constantly changing demands
during the pandemic.
We engage and build strong client relationships through
exceptional contract delivery which is essential for financial
stability, continued growth and long-term strategy. Our
reputation as a partner of choice is hugely important to us
and to develop new opportunities.
We do this by:
• Building and maintaining strong relationships to ensure
access to senior decision makers;
• Regular review meetings with agreed agendas;
• Doing what we say we are going to do and never walking
away in difficult situations; and
• Ensuring we engage with local services to understand
what is needed from us and how we can best service local
people to deliver excellent care.
We influence new developments by engaging in strategic
dialogue and always looking to improve services. Using
patient feedback, audits and our own experiences,
embedding change into day-to-day service provision.
• Our operation and financial performance, along with brand
reputation, are indicators to new and existing clients as to
how we operate as a Group and determine the perceptions
of our divisions.
• Strong working relationships and effective leadership
underpin aspects of trust and confidence which have
proven to be invaluable during the pandemic.
• The quality of our people throughout the business is
ultimately responsible for the successful delivery of
high-quality care and ensuring patients access the most
appropriate service to meet their needs in an efficient,
timely manner.
15
Annual Report for the year ended 31 March 2021 Totally plcSTRATEGIC REPORT Stakeholder engagement continued
SHAREHOLDERS
OUR PEOPLE
We operate with secured contracts that should deliver
increasing revenues and profits. We remain committed
to our stated “Buy and Build” strategy.
We engage our shareholders to ensure they understand
our strategy and how through it we aim to deliver sustainable
growth and create long-term sustainable value.
We do this through:
• Investor meetings;
• Annual Reports and Accounts;
• Annual General Meetings;
• The Investor Relations section on the Group website;
• Results presentations including interim results; and
• Stock exchange announcements and press releases.
We influence:
• By engaging across the Group and ensuring all
committees are updated and all leaders are aware of
their roles and contributions to the wider organisation.
• By ongoing considerations concerning shareholders are
the Group’s financial performance, governance, clinical
quality and transparency, new contract wins and existing
contract extensions, innovation and of course reputation.
• Consistent and clear communications to our
shareholders throughout the year and especially around
key reporting periods are essential.
Outcomes during 2020/21
• The Chief Executive Officer and Chief Financial Officer
have attended investor meetings throughout the year.
• The Board has also worked closely with our advisers and
brokers throughout the year, ensuring they are aware of
our investors’ views.
• The Company has delivered publicly available
information to shareholders via the Group’s website,
regulatory news updates, and results presentations
as well as several video features and online investor
engagement meetings and other online resources
during the year.
• The Group continued to pay dividends to shareholders
during the year.
16
Our people remain key to Totally plc. We make sure that
wherever you work in any of our businesses it is an enjoyable
and motivating place to work. We listen to and learn from
opinions and the insights they can bring. During the pandemic
we created new COVID-19 bulletins which were sent to
everyone to ensure that they were up to date with all
guidance being received and how that was being applied
across the Company. The pandemic meant that we were
working through unprecedented times and learning all about
a new virus whilst ensuring we responded to the increased
demand from patients whilst keeping our people safe.
We quickly implemented changes to the way we interacted
with patients, provided personal protective equipment
to everyone in key roles and invested in our infrastructure
to ensure:
• Places of work were following new cleaning regimes
and social distancing protocols;
• Invested in the installation of screening between
workstations to protect individuals;
• Implemented one-way systems through buildings;
• Mobilised remote working where possible;
• Invested in new IT equipment to facilitate remote work
as well as moving as many face-to-face patient services
as possible to video consultations to ensure we could
continue to treat as many patients as possible;
• Replaced and upgraded our 111 telephone system
which meant we could accommodate increases in
demand efficiently without disruption; and
• Introduced our new programme for training Mental
Health First Aiders across the Company who support
colleagues with any mental health issues being faced.
Committed to supporting our people
Back in early 2020 we expedited the implementation of our
Sickness Absence Management service (SAMs) to ensure
every member of staff had access to their own clinician,
ensuring that they were supported one to one throughout
the pandemic.
Our SAMs team of trained Clinical Coaches not only
interpreted national guidelines regarding actions required
by individuals to protect themselves during the pandemic
but also were in contact with every individual who was
required to “shield” or take other steps to manage their
health during the period. Anyone who needed assistance
or was ill had access to a Clinical Coach to ensure that the
most up to date guidance was followed and that the Group
had a real-time overview of the impact of the disease on
their workforce.
This initiative has been so successful that it has been adopted
as part of our new “Business as Usual” and our Clinical
Coaches continue to support every member of staff to
proactively manage their own health and wellbeing.
Totally plc Annual Report for the year ended 31 March 2021STRATEGIC REPORT Section 172 statement
It is vital to our business that we build and maintain a strong
reputation as a reliable, trusted partner with all stakeholders.
Our stakeholders facilitate our strategy by enabling us to
continue developing and growing services that are responsive
to the needs of patients, reliable and high quality for our
commissioners and sustainable as a business model.
Moreover, we actively support our teams of people engaged in
delivery across the UK.
We also remain mindful of our impact on the environment as
we introduce new ways of working.
Recognising and understanding our stakeholders enables the
Group’s Directors to satisfy their duties under Section 172
of the Companies Act 2006, and to take into consideration
the interests of stakeholders and other matters in their
decision making.
When determining what is most likely to promote the success of
the Group and its constituent parts making decisions the Directors
consider the potential impact on these stakeholder groups,
communities, the environment and the Group’s reputation.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Environmental, social and corporate governance refers to
three central factors that Totally plc focuses upon in its
day-to-day operational delivery and decision making. We
are limited in what we can do in respect of the buildings we
work in as these are either leased as part of a bigger
building or shared with the NHS to deliver services.
However, we are always mindful of how we contribute to
and influence the ESG agenda.
What we do:
• Reviewed and reduced our fleet of emergency vehicles
across the business;
• Use energy saving technology wherever possible;
• Recycle products across all businesses within the Group;
• Reviewed travel policies to reduce the number of
journeys made and pre-pandemic we promoted car
sharing (this had to stop as part of our strategy for
managing COVID-19);
• Promoted the use of technology to replace travel to
meetings with the use of video conferencing – this also
applies to face-to-face clinical consultations;
• Supported “cycle to work” initiatives with the provision
of secure cycle shelters;
• Uniform review underway to not only update it but also
to ensure we use materials that follow infection
prevention and control guidance;
• Always ensure we employ the best people for the roles
that they have applied for – irrelevant of gender, race
or religion;
• Scaled down on premises requirements with an ongoing
estate management process;
• Promote flexible working for every role where this
is possible;
• Hold regular staff engagement forums where the Group
Chief Executive Officer meets staff;
• Ensure our Board Assurance Framework supports good
governance across all aspects of what we do;
• Deliver our Information security policies in line with
ISO 27001;
• Plans to launch the Totally Foundation to support our
charitable initiatives;
• Follow the QCA Code on good corporate governance;
and
• Proactively engage with the Care Quality Commission
(CQC), our national health regulator.
17
Annual Report for the year ended 31 March 2021 Totally plcSTRATEGIC REPORT Our strategy
OUR STRATEGY
FOR GROWTH
2020/21 saw the way we
do business completely
change. Three main
topics have resulted
in a “new normal” for
Totally plc as we return
to business as usual.
1
BREXIT
2
COVID-19
This dominated most headlines
during 2019 as the UK prepared to
exit the European Union. We
prepared systems and processes to
ensure a seamless transition and
contingency plans for the areas we
predicted would impact us most.
These included:
• Recruitment plans to continue to
attract the very best candidates
for the various roles across the
organisation and the geography of
the UK and Ireland. Understanding
new legislation as it emerged, and
ensuring our systems and
processes were ready; and
• Medicine management and
procurement of such were
reviewed to ensure the continued
supply of essential medicines to all
our staff and keep any supply chain
disruptions to a minimum.
During late 2019 and early 2020, the
world prepared for the pandemic of
COVID-19. You will read throughout
this document about the many ways
in which we responded to additional
demand and the need for new
services to be implemented quickly
and safely to support the population
as it responded to the impacts of the
new virus. Our three delivery divisions
were all impacted differently and
added to the resilience of our business
model, which allowed us to be agile,
responsive and resilient during the
whole period. Our new business as
usual model reflects the numerous
changes we have made to the way
services are accessed and delivered
to protect our staff and the patients
we provide services to. COVID-19 is
now factored into everything we do
and will continue to be.
Due to the unprecedented demand
for services the NHS and other
healthcare bodies halted all
non-urgent, non-essential services.
This included tenders for new work.
Our current contracts approaching
renewal dates were quickly
renegotiated and extended to secure
ongoing critical services throughout
the period. New COVID-19 specific
services were commissioned as new
ways of working were agreed, and
some of those continue now and for
the foreseeable future.
18
18
Totally plc Annual Report for the year ended 31 March 2021STRATEGIC REPORT 3
HOW WE GROW
Publication of the White Paper Working Together to Improve Health and Social Care for All on 11 February 2021
outlined a new way of commissioning health and social care services. Totally plc welcomed this paper which outlines an
increased emphasis on robust, reliable relationships and a quicker way of commissioning new services across the
NHS. It is still early days but Totally plc’s Urgent Care Division is working with current and new commissioners to
ensure we continue to thrive in the new market, and support the delivery of services. This allows us to ensure patients
can access the right service quickly and efficiently and receive the most appropriate care.
Our overall strategy for growth remains robust but with different emphasis, bearing in mind the topics already listed.
CORE MARKET GROWTH –
Our focus for 2021/22
•
Supporting the increased and continual
demand for healthcare services.
•
Responding to the new emerging
markets which have resulted from the
worldwide pandemic. These include:
•
•
•
•
Mental health services linked to
increased levels of anxiety and stress;
Wellness support to enable those
impacted directly by the pandemic
to support themselves in the future
avoidance of ill health;
Self-care to support the recovery
of those diagnosed with ‘long
COVID’; and
Supporting physical health
improvements to avoid future ill
health as we all learn to live with
COVID-19.
•
Increasing demographic populations.
•
Supporting the NHS and other
healthcare commissioners to
reduce the backlog of patients
waiting for treatment as a direct
result of the pandemic.
MARKET SHARE GAINS
•
Ensure our services remain accessible
and deliver the quality of service
expected by our commissioners and
patients. This will include the roll-out
of NHS Think 111 First.
•
•
•
Delivering bespoke solutions
alongside NHS commissioners to
ensure any increases in demand for
new services are managed proactively
and without unnecessary delay.
Ensure our delivery divisions are
equipped to expand and extend
services as required and have the
best leadership teams which can work
with commissioners proactively.
Supporting government bodies to
design and change services to ensure
they are resilient and reliable and able
to deliver the level of care required.
SYNERGIES
•
Through continual improvements
and commercial management, we
continually review and improve.
•
Diversifying between our delivery
divisions to exploit our unique
position of being able to support
healthcare commissioners across
the care pathway.
PARTNERSHIPS
•
Placing patient care at the heart of all
our decisions.
•
•
Demonstrating quality and agility
in every conversation with
commissioners and healthcare
policymakers.
Ensuring transparency and honesty
in all aspects of services delivery –
learning from feedback and continually
improving services as a result.
NEW ACQUISITIONS
• We remain acquisitive and will
ensure we make sensible earnings
enhancing decisions when faced
with opportunities.
•
Ensuring our “buy and build” activity is
not limited to the services currently
provided but wider to ensure
emerging markets are considered.
STRATEGIC RELATIONSHIPS
• We remain focused on:
•
•
Our shareholders and key
stakeholders;
NHS and healthcare providers
and commissioners across the
UK and Ireland; and
•
Patients and staff.
19
Annual Report for the year ended 31 March 2021 Totally plcSTRATEGIC REPORT KPIs
MONITORING
OUR PERFORMANCE
Each of our three divisions has KPIs that are closely monitored within the
organisation and with their individual commissioners – these are numerous
and linked to key NHS deliverables that are monitored throughout the
year. Due to the COVID-19 pandemic, all performance-related KPIs were
suspended by the NHS during the reporting period. This was because of
the unprecedented demand for access services.
At a corporate level we focus on three key indicators that all underpin
our continued success and have been monitored throughout the year.
Revenue
Total of all revenue generated
by the Group.
£113.7m +7.4%
Underlying EBITDA
Adjusted for items as disclosed
in note 8 of the financial statements.
£5.0m +24.5%
Cash
Total of all cash held
across the Group.
£14.8m +65.8%
113.7
105.9
78.0
5.0
4.0
14.8
10.2
8.9
7.5
42.5
4.0
1.1
0.2
(1.2)
1.0
2016
2018*
2019
2020
2021
2016
2018*
2019
2020
2021
* 15-month period.
2016
2018*
2019
2020
2021
20
Totally plc Annual Report for the year ended 31 March 2021STRATEGIC REPORT Clinical quality review
QUALITY AND
PATIENT SAFETY
Gloria Cooke
Clinical Quality Director
Collating information for this year’s report brought back into
focus what an intense, worrying and relentless year it had been.
As healthcare providers we can be proud of what has, despite
the challenges, been achieved by clinicians and the clinical
teams during the year. This year’s report, although dominated
inescapably by COVID-19, does also bring into focus some of
the continuous improvement and clinical development
successes that managed to thrive despite it all.
Our guiding principle remains to “get things right first time”
and this year was no different, but it took more energy and
creativity than ever to sustain services while achieving
change at speed.
Keeping patients safe through nimble, but safe
reorganisation of clinical activity
In our Urgent Care Division
The pressures hit our 111 services immediately: they were
significant and sustained at very high levels for many months
and, although reduced of late, are still demanding. In line with
our systems partners and central government we invoked our
Major Incident/EPRR procedures in order to respond. This
enabled swift decision making, fast communications and
subsequent action. From that point everything changed.
In our out of hours services, we faced enormous pressures
because of increasing demand while staff sickness was rising.
We successfully transferred care from face-to-face
consultations or home visits into video consultations wherever
it was safe and sensible to do so. Circa 5,000 consultations
were undertaken via video during 2020/21 by our remote
clinicians and having live images available to support their
clinical decision making avoided unnecessary home visits and/
or attendances to Urgent Treatment Centres or Emergency
Departments and therefore not only reduced the risks to
clinician and patient alike but also increased productivity.
To increase flexibility of the clinical workforce, advanced clinical
training modules were rolled out to enable more clinicians to
work remotely. This had the added benefit of keeping some
highly skilled but individually vulnerable clinicians in the
workforce when face-to-face would have exposed them to
too much risk.
We adapted many processes to limit patient “touch points”,
i.e., when patients are transferred from one service to another.
This sped up care and reduced the risk of infection and
contributed to a key aim which was to preserve hospital care
for only the most acute cases. Following assessment, some
patients could then be referred directly into primary care
appointments or, when it was right to do so, to a specialist
assessment area in acute care, thus avoiding Emergency
Department involvement entirely.
Shoulder to shoulder in the national crisis
Working in complete synchrony with partners is essential in a
crisis and again and again we worked shoulder to shoulder with
partners in primary and secondary care and Ambulance Trusts.
For instance, where our Urgent Treatment Centres are co-located
with Emergency Departments or Acute Assessment Units, we
redesigned whole care pathways with our acute colleagues to
deliver clear separation of hot and cold streams for patients.
This meant moving whole services or sharing spaces in a
controlled way to ensure that all our patients were kept safe.
Sometimes this meant that we converted our facilities to
provide “hot” services, seeing only symptomatic patients
streamed from 111 or other providers, thus protecting
vulnerable or other cases seen in “cold” services.
In partnership with the Home Office and in collaboration
across the eight CCGs in North West London, we were
commissioned to provide initial health screening assessments
to asylum seekers and register them with local GP surgeries.
From September 2020 to May 2021, we screened >4,600
patients, accommodated in 23 hotels in North West London.
These patients had several unmet health needs, may not have
accessed healthcare for several weeks, are prone to mental
health problems and often did not speak English. The Urgent
Care team for this project worked in partnership with GP
surgeries, mental health trusts and local authorities to manage
safeguarding concerns and other partners to support the
ongoing needs of the patients.
This team also provides a 24/7 remote GP support service to
an asylum seeker isolation facility in North West London. This is
an invaluable service for one of the most vulnerable groups in
the UK.
21
Annual Report for the year ended 31 March 2021 Totally plcSTRATEGIC REPORT Clinical quality review continued
Keeping patients safe through nimble, but safe
reorganisation of clinical activity continued
In the Planned Care Division
A rapid roll-out test, prove and deploy development cycle
established video consultation in our Planned Care Division
which meant that physiotherapists could assess patients
remotely and prescribe comprehensive rehabilitation
programmes, supported by high-definition video images,
delivered via either the patients’ smartphones or through an
online patient portal. Between April 2020 and March 2021, they
were able to undertake circa 20,000 virtual consultations
with 8,250 patients, assigning over 10,000 remote
rehabilitation programmes.
Overall, remote and face-to-face care achieved high levels of
patient satisfaction.
PATIENT SATISFACTION SURVEY RESULTS
1 October 2020 to 31 March 2021
99%
96%
97%
96%
99%
Overall
Would you recommend the physiotherapist
to friends or family if they needed similar
care or treatment?
Sample size = 133 patient contacts.
I was satisfied with the information that
I received prior to my appointment
Strongly Agree or Agree. Sample size = 213 patient contacts.
The clinic facilities were clean, accessible
and comfortable.
Strongly Agree or Agree. Sample size = 209.
My physio provided a thorough assessment
and clear explanation of my condition.
Strongly Agree or Agree. Sample size = 221 patient contacts.
I was satisfied with the quality of the
physiotherapy service.
Strongly Agree or Agree. Sample size = 223 patient contacts.
Protecting staff and maintaining services using
scientific, best-practice COVID-19 related guidance
for managing staff and patient safety
Resilience approach
A small team coordinated whole-Group workforce resilience
throughout the year. Early in the pandemic we established a
process for reviewing and interpreting all new government and
scientific guidance daily. As well as government websites we
searched for changes in Royal Colleges’ guidelines to ensure
that any measures we took to keep staff safe were sound.
We maintain this process now and will do so until complete
control is achieved.
22
Sickness Absence Management service
In March 2020 we swiftly repurposed a small cohort of nurses
to create the Sickness Absence Management service (SAMs),
to provide dedicated support for our employees’ health and
welfare. Keeping our staff safe and well was fundamental to our
being able to provide care to patients throughout the pandemic.
The team consisted of experienced nurses with specialist
health coaching training, redeployed from the Planned Care
Division. Using algorithms which we rapidly developed to
assess individual health vulnerabilities, the team was able to
provide support and guidance directly to staff members,
across a range of clinical conditions to keep them well. The
SAMs nurses assessed suspected COVID-19 symptoms as
they arose and advised appropriate management, logging
absence and isolation status when needed. As well as ensuring
that advice to staff was completely in line with government
guidelines this also gave us complete visibility of staff absence
and predicted duration.
One of the most impressive elements of this support service
was that it was conceived, modelled and implemented within
seven days, with staff being trained, internal systems
mobilised, clinical workflow algorithms created and validated,
and complementary support systems enabled. This set-up was
led by the clinical quality team but included divisional clinical
leaders, HR and IM&T working collaboratively towards a
common goal.
As the pandemic continued it became apparent that there
were other, previously unrecognised factors contributing to
the transmission and severity of COVID-19. Ethnicity, obesity
and gender sat outside the government’s initial definition of
“vulnerability” but were found to significantly contribute to
individual risk. As we learned more, we adapted our clinical risk
algorithms and matrices to help identify those individuals at
greater risk. Hundreds of staff members were assessed, and
those individuals identified at heightened risk were referred for
a workplace risk assessment to establish their cumulative
risk depending on where they worked. This led to effective
and targeted mitigating actions and adaptations being
made to protect individuals while keeping them at work
whenever possible.
Overtime, the SAMs team was also able to use anonymised
data to assist the organisation in identifying Company
locations or teams where increased incidence of COVID-19
symptoms was being reported. In essence this gave an early
warning system of hot spots, which prompted swift intervention
to improve employee safety and service continuation.
From its inception in March 2020, the SAMs team has
supported over 7,000 referrals and provided over 1,100
employee risk categorisations. At no point throughout the
pandemic did we need to close any service or centre due to
the pandemic.
Totally plc Annual Report for the year ended 31 March 2021STRATEGIC REPORT Our resilience team rapidly established a stock control system
and supply chain of PPE for the whole Group. A principle of
mutual aid was used as pressures were felt in varying locations
and settings. Close quality control was needed with some
supplies being found to be inadequate and therefore rejected.
Maintaining the supply chain required ingenuity and persistence
which paid off, and in the early days when supplies were
uncertain, we were grateful for PPE donations.
Maintaining the safety of staff in contact centres meant
opening up new areas for them so that we could space staff
out safely. Our teams sourced plastic screening, extra
equipment and deep cleaning regimes, changed one-way
systems, etc., all while implementing multiple NHS pathways
upgrades and changes which were required to cope with the
massive increase in demand.
As the pandemic continued, we recognised a need to re-energise
COVID-19 secure messages, so a short video was made, with an
introduction and ongoing narrative by the Urgent Care Medical
Director, and featuring some staff sharing their own COVID-19
stories, all designed for reminding staff of the importance of
maintaining vigilance and to comply with all the arrangements in
place designed to keep everyone safe and to simply keep going.
Maintaining quality through rigorous monitoring
and surveillance
Keeping oversight and scrutiny of care in a national crisis was
essential to forestall the risk of unintended consequence or
omissions when rapid and multiple changes were in play. To do
this we used a web-based remote audit tool in many services
to automate regular and routine audits and thereby allow
focused audits to be applied to new and emerging phenomena.
Using a web-based, remote audit tool that allows for audits to
be designed and completed quickly at any site and at any time.
Initially acquired to support the standardisation of clinical audit
activity across the Group, it quickly became apparent that this
method would be key in supporting the increased need for IPC
measures and checks at all sites brought about by the pandemic.
It was agreed that the initial roll-out and pilot period would be
focused on IPC walkabout checks in order to evidence that
staff were working in a COVID-19 safe environment.
23
Supporting clinicians
Clinicians suddenly found themselves having to work in new
ways, with a new disease which overwhelmed and changed
the whole profile of the case load they were familiar with.
Working for long periods wearing PPE or delivering care
virtually brought unfamiliarity and change to their daily work,
while coping with massively increased workloads. This
demanded huge professionalism. Add to that the constantly
changing government and clinical guidelines and, no doubt,
concerns for their own safety or that of their families and
some appreciation of what it took to carry on can be gained.
As described above we did our utmost to keep them physically
safe and well but supporting them to care safely was also vital.
So, to make sure that they were armed with the latest advice
and guidance a clinical COVID-19 bulletin was produced. We
used a distinctive header to signpost clinicians to the most
important messages quickly. This saved clinicians time and
kept updates current and to a minimum.
Infection Prevention and Control (IPC)
IPC requirements were quickly interpreted and translated to
our clinical and other working environments. Standards,
guidelines and environmental rules were issued to our services
nationally to ensure COVID-19 secure workspaces.
To underpin and further embed those changes audit tools
were designed and regularly completed by senior staff.
A decluttering exercise was carried out and executive
walkabouts commenced to provide leadership and to
maintain safety.
Annual Report for the year ended 31 March 2021 Totally plcSTRATEGIC REPORT Clinical quality review continued
Protecting staff and maintaining services using
scientific, best-practice COVID-19 related guidance
for managing staff and patient safety continued
Maintaining quality through rigorous monitoring
and surveillance continued
Our internal inspection and review team was unable to do
on-site inspections for most of the year because of lockdown
but a great deal of progress was made in overhauling and
improving our assessment tools in readiness for more normal
times. We developed for the first time a remote monitoring
tool which, although not as good as a physical inspection, is
helpful in identifying and flagging actions for local teams and
in prioritising services for inspection going forward.
We were, however, able to run two actual pilot inspections of
the new systems and they performed well. In the very near
future our schedule of inspections restarts, which will bring
an additional thrust to improvement following such a
challenging year.
The CQC too largely withdrew from actual inspections, but one
of our services was inspected: our 111 services in South West
London. I am delighted to say that even with the prevailing
pressures and challenges the service was rated as “Good”.
This completes the task of bringing all our services up to that
standard, a task we embarked upon when we first acquired
Vocare, which had severe challenges at that time. This progress,
of which I am very proud, is illustrated below and is a tribute to
our clinical and operational teams.
CQC improvement journey
Good
Requires improvement
Inadequate
20
22
9
2
3
10
2
2
2
2017
2018
2019
2020
24
Staff development
Assessment and Management of Minor Illness and Injuries
for Adults and Children
Our own bespoke training programme, which is taught at
degree level and accredited by Greenwich University, was
launched in September 2019 and to date 18 Urgent Care
Practitioners have successfully completed the programme.
We are now coming to the end of training our third cohort of
a further nine students.
We are overwhelmed with applicants for this programme
which allows us to be highly selective in our shortlisting
and appointments, and this ensures we are meeting the
challenging needs of our services. We are delighted to have
received exceptionally positive feedback in the programme
evaluation from our graduates, and work is ongoing to further
explore the potential of this training in providing for this
specific workforce need.
Advanced Clinical Practitioner apprenticeship
Health Education England has recently introduced an advanced
clinical practitioner (ACP) framework allowing healthcare
practitioners from a range of professional backgrounds,
including nurses and paramedics, who are educated to
master’s degree level to take on expanded roles and scope
of practice caring for patients.
First to embark upon this route to develop our professional
workforce is the Urgent Care Division which is in the process
of recruiting existing practitioners onto an ACP apprenticeship
and they will be supported to complete an MSc programme
covering the four pillars of: clinical practice, leadership and
management, education and research. This further enriches
our workforce and provides strong professional development
opportunities to skilled staff.
In summary
2020 taught us many things. It taught us that a microscopic
organism could impact the whole world and change everything.
For us, it took all the skill, experience, commitment, creativity
and innovation that we had to weather the storm and keep
ourselves on course.
We learned a lot about how we safely change clinical care at
speed, many times. We managed the complexity of multi-
system change. We saw whole new ways of delivering care and
learned where they worked well and importantly where they did
not. Everything has changed for all of us in healthcare but more
than anything else 2020 confirmed that as an organisation we
are robust and ready for whatever comes next.
Gloria Cooke
Clinical Quality Director
21 July 2021
Totally plc Annual Report for the year ended 31 March 2021STRATEGIC REPORT Financial review
STRONG PERFORMANCE IN
UNPRECEDENTED TIMES
The Group posted an EBITDA of
£5.0m and no exceptional items.
Lisa Barter ACA
Chief Financial Officer
2020 was undoubtedly a demanding year for healthcare
services and the Totally plc Group was no exception. The global
pandemic that shook healthcare services across the world has
had a significant impact on the demand and provision of our
services, bringing with it both opportunity and challenge.
The government response to the pandemic and proactive
initiatives to ensure patients were directed away from A&E
and from face-to-face primary care played to the strengths of
the Group and placed unprecedented demand on our services.
Funding to enable the response was well managed by the
Department of Health which allowed our services to respond
and grow without unreasonable financial restriction. Growth
in revenue was 7.4% year on year at £113.7m and the Group
generated a profit before tax of £0.1m (2020: £3.4m loss).
underlying EBITDA increased 24.5% to £5.0m, with no
exceptional items in the year (2020:£2.m).
The Group remains cash generative and accordingly made
the distribution of our interim dividend in February 2021.
The intention is to consider future dividend payments
based upon the trading performance of the Group.
Growth in revenues was primarily driven by the growth in
Urgent Care of 9.2%, bringing revenues to £105.4m. Planned
Care revenues reduced by £3.2m directly as a result of the
reduction in face-to-face consultations and considerable
disruption to services. Insourcing continued to grow, despite
travel restrictions preventing procedures from being performed
in April and May; the continued demand for services in this area
was the driver of the revenue growth from £1m to £3.1m.
Opportunities for new contract wins was understandably
limited during the year yet the Group was able to achieve
underlying growth in two of the three divisions. Urgent Care
provided new services relating specifically to COVID-19 support
as well as incremental contracts in services such as additional
Clinical Assessment Services (CAS). Insourcing increased the
number of contracts and its bank of staff. The new contract for
Planned Care in Manchester was postponed for 12 months and
mobilised on 1 April 2021. All divisions continue to tender for
relevant contracts where opportunity exists.
25
Annual Report for the year ended 31 March 2021 Totally plcSTRATEGIC REPORT Financial review continued
Margin improved to 18.3% from 18.1% (17.2% excluding
non-recurrent KPI provision release) largely as a result of
improved performance in the Urgent Care business. Furlough
funding claimed by the Group during the period was £0.8m; the
vast majority of staff were redeployed, worked from home or
were unaffected.
All of our businesses continually review service delivery models
and this approach has supported us through our response
to the global pandemic. By utilising additional technology,
reducing face-to-face contact, delivering 111 24/7 and flexing
our services, we have continued to deliver sustainable support
to our partners, the NHS.
The Group posted an EBITDA of £5.0m and no exceptional
items. The profit before tax of £0.1m is stated after an
amortisation charge of £2.5m relating to the intangible value of
contracts acquired.
Revenue
Gross profit
EBITDA
Exceptional items
Depreciation
Amortisation
PBT/(LBT)
Net assets
Cash
Exceptional items
Acquisition-related costs
Impairment of goodwill
Revaluation of contingent
consideration
Other exceptional costs
Total exceptional items
Tax credit attributable
to exceptional items
Total exceptional items after tax
31 March 2021
31 March 2020
£113.7m
£20.8m
£5.0m
—
(£2.0m)
(£2.8m)
£0.1m
£34.0m
£14.8m
£105.9m
£19.2m
£4.0m
(£2.0m)
(£1.9m)
(£3.1m)
(£3.4m)
£34.4m
£8.9m
12 months to
31 March 2021
£000
12 months to
31 March 2020
£000
—
—
—
—
—
—
—
528
1,500
—
—
2,028
(100)
1,928
Cash flow statement
Cash generated from operating activities is positive in the year
reflecting improved profitability of the Group.
31 March 2021
31 March 2020
Net cash flows from operating
activities
Net cash flows from investing
activities
Net cash flows from financing
activities
Net increase/(decrease) in cash
and cash equivalents
Cash and cash equivalents at the
beginning of the year
Cash and cash equivalents at the
end of the year
£9.2m
£2.9m
(£0.7m)
(£8.6m)
(£2.6m)
£7.1m
£5.9m
£1.4m
£8.9m
£7.5m
£14.8m
£8.9m
Dividend
We remain committed to the payment of dividends as we
believe this reflects our confidence in the Company’s future
prospects. The Board is therefore pleased to be recommending
to shareholders a final dividend of 0.25p per share. This, together
with the interim dividend of 0.25p paid in February 2021,
makes a total dividend for the year of 0.50p per share. Subject
to approval by shareholders at the Annual General Meeting to
be held on 6 September 2021, the final dividend will be paid on
13 October 2021 to shareholders on the register as at the
close of business on 10 September 2021. The shares will be
marked ex-dividend on 9 September 2021.
Lisa Barter ACA
Chief Financial Officer
21 July 2021
26
Totally plc Annual Report for the year ended 31 March 2021STRATEGIC REPORT
Risk management
OUR APPROACH TO RISK
Our process
The processes we use to identify, measure, manage, monitor
and report risks, including the use of our risk models, are
designed to enable dynamic risk-based decision making and
effective day-to-day risk management. Having identified and
measured the risks of our business, depending on our risk
appetite, we either accept these risks or take action to reduce,
transfer or mitigate them.
Risk management strategy and Board
Assurance Framework
The purpose of the strategy and Board Assurance Framework is
to define the Company’s policy and strategy for risk management.
It clearly defines the roles and responsibilities of key managers
and sets out the specific responsibilities for the Directors in
the effective management of risk. In line with good practice
the strategy is subject to annual review. A revised Risk
Management Strategy was developed in February 2020
and will now be reviewed again this year following the
review of new management arrangements.
Risk registers
Each division, as well as corporate functions, maintains a local
risk register, with staff evaluating identified risks using the
agreed risk matrix. Divisional Managers and Heads of Service
are responsible for reviewing the risks identified by their teams.
Over the year, the high-level corporate risk register has been
formally reported to the Board. Each month the corporate risk
register is reviewed locally and updated by the divisional senior
management teams to ensure appropriate actions are taken to
resolve risks and to remove resolved risks.
Our risk appetite framework
As set out in our Board Assurance Framework, this refers to
the risks that we select in pursuit of return on investment
deployed, the risks we accept but seek to minimise and the
risks we seek to avoid or transfer to third parties.
Types of risk inherent to our business model
Risks from our operations and other business risks:
• Operational risk is the risk of direct or indirect loss, arising
from inadequate or failed internal processes, people and
systems, or external events including changes in the
regulatory environment.
Risk and risk management
Totally plc (“the Company”) is committed to ensuring that risk
management forms an integral part of its philosophy, practices
and business plans rather than being viewed or practised as a
separate programme, and that responsibility for implementation
is accepted at all levels of the Company. The Company manages
risks across the full range of its services in line with its corporate
objectives and Board Assurance Framework. The Board
recognises that risk management is an integral part of good,
effective and efficient management practice and to be most
effective should become part of the Company’s culture and
strategic direction.
Risk management is key to Totally plc’s success. We accept the
risks inherent to our core business model and we diversify
these risks through our scale, our geographic spread, the
variety of the services we provide and the channels through
which we transact whilst providing a return to our stakeholders.
This year has seen a dramatic impact on the business due to
the global COVID-19 pandemic as well as other external risks:
climate change, cyber security and political risks following the
UK’s exit from the EU on 1 January 2021. This includes the risk
of failing to adapt our business model to take advantage of
these trends and their impact on the business, outlook and
how we manage these risks. How we manage risk and
consistent risk management are embedded across the Group
through our Risk Management Strategy and Board Assurance
Framework, comprising our systems of governance, risk
management processes and risk appetite framework.
Corporate responsibility for risk management
The Board takes corporate responsibility for the strategic
direction and activities of the business and is collectively
responsible for providing direction and strategic leadership
within a framework of reasonable and effective controls, which
enable risks to be identified, assessed, mitigated and managed
effectively. This includes development of systems for financial
control, organisational control, clinical governance and risk
management – and reviewing the effectiveness of internal
controls. The Chief Executive Officer is the Accountable
Officer for the business and has overall accountability and
responsibility for ensuring the Company meets its statutory
and legal requirements and adheres to best practice guidance
in respect of governance.
Our governance
This includes risk policies and business standards, risk oversight
and roles and responsibilities. Line management in the business
is accountable for risk management. Together with the risk
function and audit these components form our “three lines
of defence”. The roles and responsibilities of the Board
and its assurance groups in relation to the oversight of risk
management and internal control are set out in the Board
of Directors section and Corporate Governance Report
in the Annual Report and Accounts.
27
Annual Report for the year ended 31 March 2021 Totally plcSTRATEGIC REPORT Principal risks and uncertainties
PRINCIPAL RISKS
Principal emerging risks
This table describes the emerging risks impacting our business, their impact, future
outlook and how we take action to manage these risks.
UK–EU relations (Free Trade
Agreement uncertainty)
Risk impacted: Operational risk
There remains uncertainty over the
UK’s future relationship with the EU,
and the implications for our
operations and economic growth.
Risk treatment
In preparing for the transition period
from 31 December 2020 under the
UK–EU Withdrawal Agreement, we
are continually assessing the
situation and continue to support
our customers and patients during
this period of uncertainty.
Mitigation
Over the coming months, we
expect greater clarity to emerge
over the impact of the withdrawal
from the EU. We see this as an
ongoing process.
Changes in public policy
Risk impacted: Operational risk
Any change in public policy
(government or regulatory) could
influence the demand for, and
profitability of, our services.
Risk treatment
We actively engage with our
customers and regulators to
understand how public policy may
change and to help ensure better
outcomes for our customers, our
patients and the Company. The
Group’s geographic diversification
underpins the Company’s
adaptability to public policy risk, and
often provides a hedge to the risk.
Mitigation
Following the UK’s withdrawal from
the EU on 1 January 2021, the UK
government has a clear mandate on
trade and a relatively pro-business
stance more generally. Within the
domestic agenda there are potential
risks around tax, pensions legislation
and increasing regulatory intervention.
Principal risk type
The types of risk to which the Group is
exposed have not changed significantly
over the year and are described in the
table below (operational risk only). All the
risks below may have an adverse impact
on our reputation as a reputable
healthcare provider.
Operational risk
• Conduct
• Legal and regulatory
• People
• Process
• Data security
• Technology
• Reputation
Risk preference
Operational risk should generally
be reduced to as low a level as is
commercially sensible.
Operational risk will rarely provide
us with an upside.
Mitigation
• Application of enhanced business
standards covering key processes
and procedures.
• Our Risk Management Strategy
and Board Assurance Framework,
which include the tools, processes
and standardised reporting
necessary to identify, measure,
manage, monitor and report on the
operational risks and the controls in
place to mitigate those risks within
centrally set tolerances.
• Ongoing investment in simplifying our
technology estate to improve
the resilience and reliability of our
systems and in IT security to protect
our and our staff, patients’ and
customers’ data.
28
Totally plc Annual Report for the year ended 31 March 2021STRATEGIC REPORT New technologies and data
Cyber security
Risk impacted: Operational risk
The failure to understand and react
to the impact of new technology
and its effect on our business
model. Failure to keep pace with
how we safely manage the use of
data could lead to reputation and
financial loss.
Risk treatment
Our data capabilities facilitate the
use of data analytics to significantly
improve the patient journey, improve
our understanding of how patients
interact with us, and improve margins.
Our Data Management Policy sets
out our public commitment to use
data responsibly and securely.
Considerable work is going into
modernising our legacy infrastructure.
Mitigation
Data creation is likely to grow while
effective use of data through artificial
intelligence and advanced analytics
will increasingly become a critical
driver of competitive advantage for
healthcare providers, and subject to
increasing regulatory scrutiny.
Risk impacted: Operational risk
Criminals may attempt to access
our IT systems to steal or utilise
Company or patient data, or plant
malware viruses in order to access
sensitive data and/or damage our
reputation and brand.
Risk treatment
We have invested in cyber security
introducing additional automated
controls to protect our data and
critical IT services. This investment
has enhanced our ability to identify,
detect and prevent cyber attacks
and we regularly test ourselves
through our own vulnerability tests
of our cyber defences and crisis
management protocols. Totally plc
encourages a cyber aware culture
by regularly undertaking activities
such as employee phishing exercises,
computer-based training and more
regular communications about specific
cyber threats. The Company is close to
attaining Cyber Essentials accreditation
and is already ISO 27001 certified.
Mitigation
In 2020 there continued to be high
profile cyber security incidents for
corporates in the UK and elsewhere
and cyber threat is expected to persist
in 2021 from multiple sources,
including cyber criminals and rogue
states, with increasing levels of
sophistication and industrialisation
anticipated – taking advantage of
the COVID-19 pandemic.
We continuously monitor the external
threat environment to ensure that our
cyber investment remains appropriate
to mitigate the continued and
changing nature of the cyber threat.
COVID-19 pandemic
(emerging and current)
Trend: General insurance
(business interruption, travel)
and operational risk
In an increasingly globalised world,
new or mutations of existing bacteria
or viruses may be difficult for stretched
healthcare systems to contain,
disrupting national economies and
affecting our operations and the
health and welfare of our patients
and staff.
Risk treatment
We have taken significant steps to
reduce risks and have contingency
plans which are designed to reduce
as far as possible the impact on our
operational services by implementing
and reviewing government guidance
and policy.
This has included the provision of
full Personal Protective Equipment
(PPE) and the roll-out of video
consultation capabilities across
the Group.
Mitigation
We have implemented a number of
policies to support the business and
its staff during the pandemic, for
example working from home
guidelines, PPE guidelines,
government guidelines and policy
and with our Sickness Absence
Management service, which is our
mandatory sickness and absence
reporting tool where one to one
support is provided to anyone who
is absent from the workplace.
COVID-19 guidance has been
constantly updated and implemented
to support staff to stay safe during
the pandemic. Staff feedback has
been exceptionally positive about
our approach.
29
Annual Report for the year ended 31 March 2021 Totally plcSTRATEGIC REPORT Board of Directors
EXPERTISE AND
EXPERIENCE TO DELIVER
Our well-established Board continues to provide the
necessary skills and strong leadership required to succeed.
Robert (Bob) Holt OBE
Chairman
R
N
A
Bob joined the Board of Totally plc in
September 2015 and quickly
established a Board that was fit for
purpose and led Totally plc’s buy and
build strategy alongside the CEO.
Key strengths
Bob is an experienced manager
and developer of businesses having
successfully established and grown
numerous businesses during his long
career. Bob provides experienced
leadership to the Board and helps
with the navigation through complex
and challenging market conditions.
Experience and skills
Bob was latterly chairman of Mears
Group plc for over 23 years until
retirement from the business. He
has recently stepped down from his
position with Sureserve Group plc to
focus on his many other projects
including his role at Totally plc. Bob
continues his charity work and leads
The Footprints Foundation with
continued passion. He was awarded
his OBE in January 2016.
Key to Committees
Audit Committee
Nomination Committee
Remuneration Committee
Chairman of Committee
A
N
R
30
Wendy Lawrence
Chief Executive Officer – CEO
Lisa Barter ACA
Chief Financial Officer – CFO
Gloria Cooke
Clinical Quality Director
Lisa joined the Board of Totally plc in
October 2017 upon completion of its
acquisition of Vocare. Since that time
Lisa has established a highly competent
team of finance professionals.
Key strengths
Lisa has over 16 years’ experience of
healthcare finance and involvement
in complex acquisitions. She has
been a qualified accountant since
1996 and before joining Totally plc
worked for Care UK in its healthcare
delivery business.
Experience and skills
Lisa is a chartered accountant and
very experienced in leading finance
teams and services in the independent
healthcare sector. She is experienced
in M&A activities as well as leading
complex change and integration
projects. For Totally plc Lisa also
leads our IT and Digital services along
with contracting and procurement.
Her passion for continual improvement
across all areas of the business has
delivered huge benefits for the
Group and as we grow and integrate
more services.
Wendy was appointed as Chief
Executive Officer in February 2013
and since then has successfully led
the Group though numerous
successful acquisitions and delivered
major growth.
Key strengths
Wendy has over 40 years’ senior
healthcare experience within the
NHS and private and USA healthcare
systems. She was running her own
successful business before being
asked to join Totally plc and since
then has taken the Company from
strength to strength. She remains
passionate about the NHS and
supporting it to manage the many
competing demands for its services.
Ensuring patients get access to the
right service as quickly as possible
remains her ambition along with
developing the next generation of
healthcare leaders.
Experience and skills
Wendy continually challenges herself
and the organisation to be the very
best at what they do. This extends
across the whole organisation. She
continues to influence healthcare
policy makers utilising her skills,
network and experience to bring
about sustainable changes to volatile
services and systems. Wendy is also
an experienced coach who supports
individuals to develop and challenge
themselves in order to succeed in
whatever career they choose.
Gloria joined the Board of Totally plc
in December 2017 as Clinical Quality
Director and established a highly
competent team to set the clinical
standards required in order to deliver
quality clinical services in our highly
regulated sector.
Key strengths
Gloria has vast experience of leading
the delivery of healthcare services.
She left the NHS in 2013 after a
varied career as a senior clinician and
manager across a whole spectrum
of healthcare services. She excels in
the transformation of services with
a continual focus on improvement
and learning to ensure that patients
receive the best possible care.
Experience and skills
Gloria’s experience in clinical
practice, operational delivery
and healthcare transformation is
invaluable to Totally plc. This became
evident when she led the Group’s
response to the pandemic and
supported our divisions to not only
deliver during unprecedented times,
but to excel in service delivery whilst
supporting everyone working with
us to look after themselves and stay
safe during this once in a lifetime
event. Her compassion for her
colleagues is truly outstanding yet
she remains dogmatic and focused
that quality care provision stays top
of everyone’s agenda. The years
of experience working through
relentless change and demand mean
that Gloria can provide the leadership
required at any time.
GOVERNANCETotally plc Annual Report for the year ended 31 March 2021
Anthony (Tony) Bourne
Non-Executive Director
N
R
Michael (Mike) Rogers
Non-Executive Director
A
Tony joined the Board of Totally plc
in October 2015 and has chaired the
Remuneration Committee since
that time.
Key strengths
Tony has extensive business,
healthcare and finance experience.
Experience and skills
Tony is currently non-executive
director of Barchester Healthcare,
Spire Healthcare Group plc and
Sensyne Health plc. He has held
many other non-executive roles and
was formerly chairman of the British
Medical Association (“BMA”).
Previously Tony worked in investment
banking for over 25 years.
Mike joined the Board of Totally plc in
2015 and since then has also served
as Chairman of the Audit Committee.
Key strengths
Mike has extensive business and
healthcare delivery experience and
remains a mentor and coach to senior
individuals working in healthcare.
Experience and skills
Mike has vast experience in healthcare
and social care provision. He has
worked with numerous organisations
including Mears Group plc. He was
also appointed as the managing
director of the British Nursing
Association. His other roles have
included CEO of Nestor BNA plc prior
to founding Careforce plc in 1999.
Mike is currently chairman of Eastern
Fostering Services Ltd, a provider of
foster care services in East Anglia.
Diversity, independence
and experience
Gender
Tenure
Male 50%
Female 50%
1–4 years 33%
5–8 years 67%
5050
3367
5050
5017
Executive 50%
Healthcare 50%
Sector experience
Board composition
Non-Executive 50%
Business 17%
Finance 17%
Governance 16%
31
Annual Report for the year ended 31 March 2021 Totally plcGOVERNANCE+
17
+
16
L
L
L
L
Senior management
HIGHLY SKILLED
MANAGEMENT
The senior managers across the Totally plc Group are key to our continued
development and the delivery of growth and high-quality care.
Jayne Storey
Director HR and
Recruitment
Richard Benson
Managing Director
Planned Care
Andy Gregory
Managing Director
Urgent Care
Marie Lee
Managing Director
Insourcing
Richard is the Managing Director of
our Planned Care Division and joined
Totally plc when we acquired his
former business, About Health.
Richard has led the division through
a complex reorganisation as well
as the pandemic.
Appointment
August 2019 to the role of MD of
Planned Care.
Key strengths
Richard is skilled at leading people
and developing highly skilled teams
to meet ever changing demands of
healthcare. He founded and grew a
successful healthcare business
before joining Totally and has risen to
the task of consolidating the teams
across Planned Care and providing
the leadership and vision required for
future growth.
Experience and skills
Richard has over 30 years’ experience
of NHS and private healthcare having
worked in Board level positions for
many years. His reputation for
fairness and calm negotiations
through difficult situations is well
known as well as consistent high
quality service delivery.
Andy joined Totally from his previous
role as CEO of Hardwick CCG as
Managing Director of Vocare. He was
appointed as Managing Director of
our Urgent Care division when we
integrated Vocare and Greenbrook
Healthcare into one division and
leads a team of professionals to
deliver and grow our services across
Urgent Care.
Appointment
As Managing Director of Totally
Urgent Care division in March 2020.
Key strengths
Andy is an experienced leader with a
deep understanding of care provision
and the complex delivery of changing
systems across organisations.
Experience and skills
With a career spanning 30 years in
healthcare Andy has a good strategic
understanding of care needs and
successfully leading teams through
major changes and developing
resilient models of care to meet the
changing needs of populations. He is
well respected by his peers and
colleagues and an asset to the team
at Totally.
Marie joined Totally plc in September
2019 to lead our newly launched
start-up Insourcing business, Totally
Healthcare. The COVID-19 pandemic
halted insourcing services for a
period during 2020 but despite this
the Insourcing team has secured
many contracts across the UK and
has treated over 10,000 patients
since launch.
Appointment
September 2019.
Key strengths
Marie has worked in insourcing
for over 17 years and delivered
consistently highly regarded services
during that time. Since joining Totally
Marie has helped launch Totally
Healthcare, our dedicated Insourcing
business, and secured growth across
the UK and Ireland.
Experience and skills
Marie was one of the original founders
of Medinet, a healthcare insourcing
company, and worked across
numerous hospitals across the UK
helping to reduce patient waiting lists.
She joined Totally back in September
2019 to launch our Insourcing
business, Totally Healthcare, and to
build a team to deliver the growth to
its full potential.
Jayne joined Totally plc in September
2020 and leads the HR, Recruitment
and Learning and Organisational
Development teams. Jayne joined
mid-pandemic and throughout the
period has ensured that her teams
have supported the divisions to
continue to deliver the many
demands placed upon them.
Jayne’s career has been varied and
she has worked in the NHS, private
healthcare and AIM listed companies
– she is a highly valued member of
our team.
Appointment
September 2020.
Key strengths
Jayne can lead her teams of
professionals with confidence and
skill to ensure a consistent approach
to the provision of professional HR,
recruitment and learning advice
across the Group. Since joining she
has provided clear leadership and
much needed knowledge to deliver
complex change agendas and projects.
Experience and skills
Jayne has worked for over 15 years
in various healthcare roles in both
the NHS and private sector. Her
experience to date is proving
invaluable to Totally plc as we
continue to integrate teams across
many businesses and develop new
delivery models.
32
GOVERNANCETotally plc Annual Report for the year ended 31 March 2021 Chairman’s introduction to governance
STRONG GOVERNANCE
FRAMEWORK
Corporate governance has
remained resolute during the period
and I am pleased to report that the
Company has ended the year in
robust good health, both financially
and with the full engagement of
our employees, communities
and other stakeholders.”
I am pleased to introduce the Company’s
2021 Corporate Governance Report
2020 has been an extremely challenging year for the
business given the impact of the COVID-19 pandemic and
the significant additional demands placed on the business.
I am proud of the way that our people have responded.
Corporate governance has remained robust during the
period and I am pleased to report that the Company has
ended the year in robust good health, both financially and
with the full engagement of our employees, communities
and other stakeholders.
Strong corporate governance is fundamental to the
effective management of the business and delivery of
long-term shareholder value and is for the wider benefit
of the Company, its employees, customers and suppliers.
The Board remains certain that the future success of
the Company is dependent upon a commitment to a
strong governance framework throughout the business.
The Company applies the governance principles of the
Quoted Companies Alliance Corporate Governance Code
2018 (“the QCA Code”), on the basis that it is the most
appropriate governance code for the Group, having regard
to its strategy, size, stage of development and resources.
The QCA Code is based around ten principles and a set of
disclosures. Details of how the Company complies with
each of the ten principles of the QCA Code may be found in
the explanations below, within the Board Committee
reports, throughout this report and on the Company’s
website at www.totally.com.
Board composition has changed during the year with the
resignation of Michael Steel as an Executive Director on
10 July 2020.
Bob Holt OBE
Chairman
21 July 2021
33
33
GOVERNANCE Corporate governance report
STATEMENT OF COMPLIANCE WITH THE QCA
CORPORATE GOVERNANCE CODE
The Board has adopted the QCA Corporate Governance Code
and in the table below we set out how we comply with the
principles of the Code.
DELIVER GROWTH
Principle 1 – Establish a strategy and business model
which promote long-term value for shareholders
Pages 8 to 11 and 16
The Annual General Meeting of the Company remains a
key focus to give the Directors an opportunity to meet with
shareholders and to provide an opportunity to give an update
on the Company’s performance. It also provides shareholders
with the opportunity to ask questions of the Directors, either
in the formal AGM proceedings or informally after the event.
Principle 3 – Consider wider stakeholder and
social responsibilities and their implications for
long-term success
Pages 15 to 17
www.totallyplc.com/about-us/our-strategy
www.totallyplc.com
Totally plc is a leading out-of-hospital healthcare provider.
The business operates through three divisions:
• Urgent Care – Urgent Treatment Centres (“UTCs”) –
managing the “front door“ to A&E Departments, NHS 111,
GP out-of-hours services and Clinical Assessment Services
(“CAS”) and telephonic access to multidisciplinary teams
of clinicians.
• Planned Care – community outpatient services including
specialist dermatology and cardiology, Referral Management
Systems (“RMS”) in partnership with the NHS to improve GP
referrals, physiotherapy – full musculo-skeletal services to
GP surgeries, health centres, prisons and gyms and health
coaching supporting long-term condition management and
early discharge services.
• Insourcing – Totally Healthcare was established in October
2019 to target the insourcing market in the UK and Ireland,
and to assist with the reduction of patient waiting lists.
The Company’s focus remains on helping patients to avoid
hospital and protecting the Emergency Departments of A&E.
Details of the Group’s strategy, business model and principal
risks and uncertainties to the business, together with mitigating
factors that the Board has identified, can be found within the
Strategic Report.
Principle 2 – Seek to understand and meet
shareholder needs and expectations
Page 16
www.totallyplc.com/investor-relations/corporate-
governance
The Board recognises the importance of active shareholder
dialogue with both institutional and private shareholders, and
this is led by the Chairman and the Chief Executive Officer.
Following both the annual and interim results announcements,
meetings are held with analysts, private investors and institutional
investors of the Company. The Company’s website also has
details of public announcements, Annual and Interim Reports
and investor presentations.
The Company has also hosted a series of investor presentations
open to all shareholders through the Investor Meet Company
platform during the year.
The Board is conscious that our long-term success depends
upon our interaction with our wider stakeholder base – patients,
Clinical Commissioning Groups, staff, regulators and the
wider community.
Totally plc operates in a heavily regulated sector where our
work is subject to independent audit and review by Clinical
Commissioning Groups and the Care Quality Commission.
Formal or informal feedback is encouraged from staff and
from other stakeholders through, amongst other routes,
the Contact Us section of the Company website.
Employee engagement is fostered by regular Group-wide
communication with all employees through staff engagement
meetings and through Totally News – a Company-wide
newsletter. Targeted COVID-19 communications have been
issued to all staff during the pandemic with individual clinical
support for every member of the team impacted by the virus.
Principle 4 – Embed effective risk management,
considering both opportunities and threats,
throughout the organisation
Pages 27 to 29
www.totallyplc.com
Full details of the risks and uncertainties faced by the Group,
and actions to mitigate risk, can be found in the Principal Risks
and Uncertainties section of this Annual Report and Accounts.
The business operates in a highly regulated market with
activities complying to NHS operational and administrative
procedures. Stringent additional measures were implemented
during the year as part of the Group’s response to COVID-19
reporting measures.
Risk management is a core focus of the Board and this is
reviewed at each Board meeting. Detailed feedback is received
from each operating subsidiary, together with external regulatory
bodies, at these meetings. Formal risk registers for the business
are reviewed on a regular basis by the Board. Operational risk and
any newly identified risk to the business are also considered.
The Group Clinical Governance Board meets on a regular basis
and reports from that Committee, and the newly formed Risk
Committee, are circulated to the Group Board.
Regular dialogue is maintained with Clinical Commissioning
Groups, the CQC, NHS England and our insurers. The
Company maintains appropriate levels of insurance cover.
34
GOVERNANCETotally plc Annual Report for the year ended 31 March 2021 MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK
Principle 5 – Maintain the Board as a well-functioning,
balanced team led by the Chair
Pages 30 and 31
www.totallyplc.com/about-us/board-and-management
The Company has a strong and experienced Board of Directors
with strong financial and sector experience.
The Board, led by the Chairman, is responsible for the
overall management of the Group including the approval
and implementation of the Group’s objectives and strategy,
budgets and operational performance along with the
maintenance of sound internal control, corporate governance
and risk management procedures.
Whilst the Board may delegate day-to-day management to
the Executive Directors, subject to formal delegated authority
limits, certain matters are reserved for full Board approval.
Details of matters reserved for the Board and the terms of
reference for each of the Board Committees may be found
on the Company website.
The Board of Directors comprises a Non-Executive Chairman,
two further Non-Executive Directors and three Executive
Directors. Composition of the Board changed during the year,
following the resignation of Michael Steel on 10 July 2020. All
Non-Executive Directors are considered to be independent.
Details of the Directors, including brief biographies,
Committee membership, key strengths and experience, skills
and qualifications, can be found in the Annual Report.
The work of the Board is supported by the Audit, Remuneration
and Nomination Committees, membership of which is made up
of the Non-Executive Directors. The table below summarises
the membership of the Board and the Board Committees and
the attendance record of the Directors.
Board
scheduled
meetings
Audit Remuneration Nomination
Director
Executive Directors
Wendy Lawrence
Lisa Barter
Gloria Cooke
Michael Steel1
Non-Executive Directors
Bob Holt
Michael Rogers
Tony Bourne
6/6
6/6
6/6
4/4
6/6
5/6
5/6
—
—
—
—
3/3
3/3
—
—
—
—
—
2/2
—
2/2
—
—
—
—
1/1
—
1/1
1.
Michael Steel was appointed to the Board on 20 June 2019 and resigned July 2020.
All Directors are required to commit sufficient time to their
respective roles in order to adequately discharge their duties.
Directors retire by rotation and are subject to re-election at the
Annual General Meeting of the Company.
The Board has considered the independence of the
Non-Executive Directors and the table below sets out details
of their appointment date and those considered to be independent.
Each of the Directors is subject to either an Executive Service
Agreement or a letter of appointment.
Directors
during
the year
Independent/
not independent
Date of
appointment
Role
Independent
15 September
2015
Bob
Holt
Michael
Rogers
Tony
Bourne
Non-Executive
Chairman
Non-Executive
Director
Non-Executive
Director
Independent
Independent
Wendy
Lawrence
Chief Executive
Officer
Not
independent
Lisa
Barter
Gloria
Cooke
Chief Financial
Officer
Clinical Quality
Director
Not
independent
Not
independent
7 December
2015
5 October
2015
15 February
2013
23 October
2017
4 December
2017
Principle 6 – Ensure that between them the
Directors have the necessary up to date experience,
skills and capabilities
Pages 30 and 31
www.totallyplc/about-us/board-and-management
The Board considers that there is currently an appropriate balance
between sector, financial and public market skills and experience
at Board level. Directors’ biographies including details of their key
strengths and experience and their skills and qualifications can be
found in this Annual Report.
The Directors are mindful of the need to maintain gender and
equality balance to the Board.
Sector specific training for the Directors is maintained through
regular business updates from the Executive Directors and
briefings from external advisers.
External professional advice has only been sought for routine
business matters.
Principle 7 – Evaluate Board performance
based on clear and relevant objectives, seeking
continuous improvement
Page 33
Whilst it had previously been agreed to undertake an internal
Board evaluation process during the current financial year, the
impact of the COVID-19 pandemic and the additional demands
that brought to management meant that process had to be further
deferred as both time and resources were required elsewhere.
The Board has agreed that a formal Board evaluation should be
undertaken during the current year. This will take into account
both the requirements of the QCA Corporate Governance
Code (2018) and the Financial Reporting Council’s Guidance on
Board Effectiveness.
There is a performance evaluation undertaken of all Directors
being proposed for re-election to ensure their performance
continues to be effective and in the case of Non-Executive
Directors that their continuing independence and time
commitment to the role is demonstrated.
35
Annual Report for the year ended 31 March 2021 Totally plcGOVERNANCE Corporate governance report continued
Principle 8 – Promote a corporate culture that
is based on ethical values and behaviours
Pages 2 to 29
www.totallyplc.com/about-us
The Strategic Report within the current Annual Report sets
out Totally plc’s mission and values, all of which underpin how
the Group is run.
Given the nature of the Group’s activities, Totally plc is subject
to significant external scrutiny from Clinical Commissioning
Groups and regulators. The business is fully compliant with all
NHS requirements for governance, information security and
quality management.
Compliance with laws
• Formalised whistleblowing procedures for staff, contractors
and agency staff to raise concerns relating to danger, fraud
or other illegal or unethical conduct.
The Non-Executive Directors are encouraged to attend visits
to the individual operating businesses to discuss performance
and other issues with the management teams.
During the course of the year, other matters considered by the
Board have included annual and half year results announcements,
AGM resolutions, interactions with NHS England and the CQC,
reports from the Group Clinical Governance Board, principal
risks and uncertainties, shareholder communications and
management incentivisation.
Board papers are circulated to the Directors at least three clear
business days in advance of the meetings to enable proper
consideration of the content of the papers.
The Chairman maintains regular contact with the Non-Executive
Directors outside of formal Board meetings.
The roles of all Board members are as detailed below:
Position
Responsibilities
Name
• A Group Anti-Slavery and Human Trafficking Policy
Statement in relation to the Modern Slavery Act 2015.
Non-Executive
Chairman
Bob Holt
• A Company Code of Conduct.
•
•
•
An Anti-Corruption Policy relating to compliance with the
Bribery Act 2010.
Measures to take appropriate actions to comply with the
provisions of the Market Abuse Regulation together with
a Share Dealing Policy.
The Group has complied with the provision of statutory
information relating to the Gender Pay Gap legislation and
Payment Practices regime.
Chief Executive
Officer
Wendy
Lawrence
Chief Financial
Officer
Lisa Barter
Principle 9 – Maintain governance structures
and processes that are fit for purpose and support
good decision making by the Board
Clinical Quality
Director
Pages 38 and 43
Leads the Board and assists
the Chief Executive Officer in
developing Company strategy.
Ensures an effective link
between shareholders and
the Board.
Assists the Chairman to
develop strategy. Implements
policies and strategies agreed
by the Board and manages
the business.
Develops, implements and
monitors financial strategy
of the business.
Gloria Cooke Manages critical clinical
issues for the business and
monitors compliance against
clinical standards. Ensures
delivery against quality
standards is maintained.
Non-Executive
Directors
Michael Rogers/
Tony Bourne
Provide constructive challenge
to the Executive Directors.
All Directors have access to the support and advice of the
Company Secretary as required. Directors are also able to take
independent professional advice at the Company’s expense in
the furtherance of their duties where considered necessary.
Position
Responsibilities
Name
Group Company
Secretary
John Charlton Provides guidance on all matters
of Board assurance, AIM
regulations and QCA Code.
Ensures a good flow of
information within the Board
and its Committees.
www.totallyplc.com/investor-relations/corporate-
governance
Details of how the Board, its Committee structure and
governance structures operate are included within the Board
Assurance Framework which is regularly reviewed and updated.
The PLC Board held six meetings during the year.
The Company Secretary works closely with the Chairman and
the Chairmen of the various Board Committees to ensure that
Board procedures, including setting agendas and the timely
distribution of papers, are complied with and that there are good
communication flows between the Board and its Committees,
and between senior management and Non-Executive Directors.
There is a formal agenda at each Board meeting which includes
an operational update from the Chief Executive Officer, financial
updates from the Finance Director and a detailed Clinical Quality
update, including any interface with regulators from the Clinical
Quality Director. The reports from the Executive Directors cover
all business units within the Group and also cover new business
opportunities. Strategic issues are dealt with at each Board
meeting by the Chairman.
Within the annual calendar of Board meetings there is normally
an annual budget presentation at which the Executive team
presents its budget for the forthcoming financial year.
36
GOVERNANCETotally plc Annual Report for the year ended 31 March 2021 Board Committees
There are three Board Committees, all with formally delegated
powers – an Audit Committee, a Remuneration Committee
and a Nomination Committee. All are chaired by and comprise
the Non-Executive Directors.
The terms of reference for all Board Committees are reviewed
regularly and can be found on the Company website at
www.totallyplc.com/investor-relations/corporate-governance.
Committee Chairmen attend the Company AGM and are
available to answer any questions from shareholders regarding
the activities of the Committees.
BUILD TRUST
Principle 10 – Communicate how the Company
is governed and is performing by maintaining
a dialogue with shareholders and other
relevant stakeholders
Pages 33 to 48
www.totallyplc.com/investor-relations/reports-documents
In the year to 31 March 2021 the Executive Directors and
members of the Board met and had dialogue with a large
number of shareholders and investors.
The Board maintains an active dialogue with institutional
and private shareholders and employees – both employee
shareholders and others.
The Company’s website includes a specific Investor Relations
section containing all RNS announcements, share price
information and details of significant shareholders, corporate
governance and annual documents available for download at
www.totallyplc.com/investor-relations.
The website also provides details for contacting the Company
on any issues.
The AGM remains an important opportunity for the Board to
engage with shareholders. Formal questions may be tabled to
the Board during the AGM, or asked informally in conversation
after the AGM.
There is feedback to the full Board of any shareholder
interaction at each Board meeting.
This year’s AGM will be held on 6 September 2021 and full
details of the venue and resolutions proposed may be found in
the Notice of Meeting enclosed with these accounts or on the
Company website.
Approved by order of the Board.
Bob Holt OBE
Chairman
21 July 2021
37
Annual Report for the year ended 31 March 2021 Totally plcGOVERNANCE Report of the Nomination Committee
Board composition changed during the year with the departure
in July 2020 of Michael Steel, formerly Chief Executive of
Greenbrook Healthcare, who had served as an Executive
Director following the Greenbrook acquisition in June 2019.
The Board now comprises three Executive Directors and
three Non-Executive Directors.
The reduction in the number of Executive Directors has led to
clearer focus and reporting lines and has allowed the Executive
Directors to drive forwards integration within the business into the
three business lines of Urgent Care, Planned Care and Insourcing.
Much of the work of the Committee during the year has been in
supporting the Executive Directors in reviewing the existing and
building the new senior management teams, within each of the
three business lines. This has supported the move to further back
office consolidation and the rationalisation of the legal entity
structure of the Group.
The Nomination Committee undertook a full review of
incentivisation measures for the key Executive Directors in the
previous financial year, in order to ensure alignment with the
creation of shareholder value. The demands on the Executive
team in relation to operational management of the business
during the COVID-19 pandemic have meant that further review
of senior management and general staff employee benefits
and incentivisation has only recommenced towards the end of
the financial year and remains ongoing. The review has been
driven by the requirement to attract and retain high performing
staff within the business. It is the intention of the Nomination
Committee to review further the long-term incentive
arrangements for the key Executive Directors and share option
incentivisation for other senior management.
The Board acknowledges that diversity extends beyond the
boardroom and supports management efforts to build a
diverse organisation building upon strong policies on equality
and diversity. When considering the optimum composition of
the Board, it is believed all appointments should be made on
merit, whilst ensuring an appropriate balance of skills and
experience within the Board. The Committee keeps Board
structure under continual review.
Senior appointments across all three delivery divisions were
overseen by the Nomination Committee, following
recommendations by the Executive Directors.
It had been the Committee’s intention to undertake a formal
external Board evaluation process during the year; however,
given the extensive demands on the time of the Executive
Directors for operational management issues during the
COVID-19 pandemic, this has been delayed. It remains the
Committee’s intention to undertake a Board evaluation
during the current year.
Action plan for 2021/22
The focus of the Committee during the coming financial year will be:
• To complete a formal Board evaluation process;
• To review incentivisation arrangements for Executive Directors
and senior management teams within the business; and
• To review succession planning within the business.
Tony Bourne
Chairman of the Nomination Committee
21 July 2021
Tony Bourne
Chairman of the Nomination Committee
Committee members
Tony Bourne
Independent Non-Executive Director
Chairman
Bob Holt OBE
Independent Non-Executive Chairman
Member
Allocation of time
Review and assist with building the new
senior management teams for the three
business lines
50%
Review of incentivisation measures for the
Executive Directors
40%
Review of individual senior management
appointments during the year
10%
This is the Nomination Committee Report for the year to
31 March 2021.
Key responsibilities
The key responsibilities of the Nomination Committee are to:
• Review the structure, size and composition of the Board, including
the skills, knowledge, experience and diversity of Directors;
• Develop a strategy for succession planning for both
Directors and other senior executives;
• Identify and nominate for approval by the Board candidates
to fill Board and other senior vacancies; and
• Keep under review the leadership needs of the organisation.
The terms of reference of the Nomination Committee are
available at http://www.totallyplc/investor-relations.
Membership of the Nomination Committee and
activities during the year
The Nomination Committee comprises Tony Bourne,
Non-Executive Director, and Bob Holt OBE, Non-Executive
Chairman. Both served during the year. Tony Bourne became
Chairman of the Committee on 24 October 2017. Details of
attendance records during the period can be found on page 35.
38
GOVERNANCETotally plc Annual Report for the year ended 31 March 2021
Report of the Audit Committee
Michael Rogers
Chairman of the Audit Committee
Committee members
Michael Rogers Chairman
Independent Non-Executive Director
Bob Holt OBE
Independent Non-Executive Chairman
Member
Allocation of time
Review of Final Audit Findings Report for the
year ended March 2020 and key accounting
judgements
30%
Review of accounting considerations for the
interim results to September 2020
20%
Consideration of external auditors‘
plan for the March 2021 audit
20%
Review of risk management procedures and
risk registers
15%
Supported the Board on review of acquisition
accounting procedures and consolidation of
Group Finance function roles
15%
This is the Audit Committee Report for the year ended
31 March 2021.
Committee meetings
The members of the Committee are Michael Rogers, Non-
Executive Director, who acts as Committee Chairman, and
Bob Holt OBE, Non-Executive Chairman. The Committee is
comprised of financially literate members with the requisite
ability and experience to enable the Committee to discharge
its responsibilities.
The Committee met three times during the period. Meetings
are attended by Committee members and, by invitation, the
Finance Director, senior management and representatives
from the external auditors. Once a year, the Committee will
meet separately with the external auditors, without
management being present.
The Committee’s terms of reference are available to view at
www.totallyplc.com/investor-relations/corporate-governance.
Roles and responsibilities of the Audit Committee
The primary function of the Audit Committee is to assist the
Board in discharging its responsibilities with regard to financial
reporting and external and internal controls, including:
• Reviewing and monitoring the integrity of the Group’s annual
and interim financial statements and accompanying reports
to shareholders;
• Reporting to the Board on the appropriateness of
accounting policies and practices;
• In conjunction with the Board, reviewing and monitoring
the effectiveness of the Group’s internal controls and risk
management systems, including reviewing the process for
identifying, assessing and reporting all key risks – see the
Principal Risks and Uncertainties section on pages 28 and 29;
• Reviewing the effectiveness of the Group’s internal audit
process and approving the forward audit plan;
• Making recommendations to the Board in relation to the
appointment and removal of the external auditors and to
approving their remuneration and terms of engagement;
• Reviewing and monitoring the external auditors’
independence and objectivity and the effectiveness of the
audit process, taking into account relevant professional and
regulatory requirements;
• Reviewing and monitoring the extent of the non-audit work
undertaken by the Group’s external auditors, taking into
account relevant professional and regulatory requirements;
• Reviewing the adequacy and effectiveness of the Group’s
whistleblowing and anti-bribery policy and procedures; and
• Reviewing the Group’s risk management procedures
and monitoring actions taken during the year.
39
Annual Report for the year ended 31 March 2021 Totally plcGOVERNANCE
Report of the Audit Committee continued
Activities of the Committee
During the period covered by this report, the Committee
undertook the following:
• Considered the Final Audit Findings Report for the year
ended 31 March 2020 and accounting judgements used;
• Reviewed the key accounting considerations and judgements
reflected in the Group’s results for the six-month period
ended 30 September 2020;
• Continued to support the Board with a review of accounting
procedures and policies as part of the integration process
following the Greenbrook Healthcare acquisition;
• Supported the Nomination Committee and Board in the
appointments to the new integrated Finance function
following the acquisition of Greenbrook Healthcare. The
Group Finance function is now fully integrated at the Derby
head office and reflects the three operating divisions of the
business – Urgent Care, Planned Care and Insourcing;
• Reviewed and agreed the external auditors’ audit plan in
advance of their audit for the year ended 31 March 2021;
• Reviewed risk management procedures within the business
together with a detailed review of the Group risk registers; and
• Considered, together with the Board the Principal Risks and
Uncertainties Review.
External auditors
RPG have remained as the Group’s auditors for the period
under review. The Board is aware that the electiveness and
independence of the external auditors are central to ensuring
the integrity of the Group’s published accounts. In line with
standard audit practice, the audit partner was rotated at
the start of the prior year. The Audit Committee took
the following steps to ensure the auditors’ independence
was not compromised:
• Reviewed the Group’s relationship with RPG and assessed
the levels of controls and procedures in place to ensure the
required level of independence and that the Group has an
objective and professional relationship with RPG; and
• The Audit Committee reviewed all fees paid for the
audit and all non-audit fees with a view to assessing the
reasonableness of fees, and any independence issues that
may have arisen or may potentially arise in the future.
Risk management and internal controls
The Audit Committee is responsible for monitoring the
financial reporting process and for reviewing the effectiveness
of the Group’s systems of internal controls. Any system of
internal control is designed to manage, rather than eliminate,
the risk of failure to achieve business objectives. The Board can
only provide reasonable and not absolute assurance against
material misstatement or loss.
There is an established and clear organisational structure
in place, with appropriate defined authority levels. Day-to-day
running of the Group is delegated to the Executive Directors
of the Group, who meet with operational and financial
management from each business area monthly. Key financial
and operational measurements are reported on a monthly
basis and are measured against budget and forecasts.
The Group maintains a Group risk register and individual risk
registers for each business within the Group. These outline
the key risks faced by the Group, including their impact and
likelihood and relevant mitigation controls and actions. The
Group and business unit risk registers are reviewed and
updated by management on a monthly basis.
A summary of the key risks from the Group risk register is
presented to the Audit Committee on a semi-annual basis.
The risks and uncertainties which are judged currently to
have the most significant impact on the Group’s long-term
performance and prospects are set out in the Principal Risks
and Uncertainties section on pages 28 and 29 of this
Annual Report.
Following the year end, the Committee has met to approve
the Group’s Annual Report and Financial Statements.
Michael Rogers
Chairman of the Audit Committee
21 July 2021
40
GOVERNANCETotally plc Annual Report for the year ended 31 March 2021 Directors’ remuneration report
Tony Bourne
Chairman of the Remuneration Committee
Committee members
Tony Bourne
Independent Non-Executive Director
Chairman
Bob Holt OBE
Independent Non-Executive Chairman
Member
Allocation of time
Review of aspects of remuneration packages
for new senior management roles in Urgent
Care business
30%
Assistance with remuneration packages for new
central function roles in HR, IT and Finance
15%
Consideration of annual bonus awards for
Executive Directors against delivery of 2019/20
financial plan
25%
Commencement of employee benefit review
30%
This is the Directors’ Remuneration Report for the year ended
31 March 2021. Page 42 provides details of each Director’s pay
and benefits in the period to 31 March 2021.
The Committee is chaired by Tony Bourne with Bob Holt OBE
as a member. Both are independent Non-Executive Directors
of the Company and are recognised by the Board as bringing
independent judgement to the matters considered by the
Committee. Wendy Lawrence, as Chief Executive Officer
of the Company, attended as required. The Committee met
twice during the year.
The full terms of reference of the Committee are available
on the Company’s website – www.totallyplc.com/investor-
relations/corporate-governance.
Key responsibilities of the Remuneration Committee
The primary function of the Remuneration Committee is to
review the remuneration of the Executive Directors and to
monitor the remuneration of the Group’s senior management.
The remuneration strategy and policy for all staff is also
reviewed annually by the Committee.
The key responsibilities of the Remuneration Committee are to:
• Develop remuneration packages which motivate Directors
and support the delivery of business objectives in the short,
medium and longer term;
• Align the interests of the Executive Directors with the
interests of long-term shareholders;
• Encourage Executives to operate within the risk parameters
set by the Board; and
• Ensure that the Company can recruit and retain high quality
Executives through packages which are fair and attractive,
but not excessive.
The work of the Remuneration Committee during
the year
The work of the Committee during the course of the financial
year was somewhat restricted due to the requirement for all
Executive Directors, and operational functions within the
business, to focus entirely on service delivery during the
COVID-19 pandemic. However, the following areas were
reviewed and progressed:
• Following the acquisition of the Greenbrook Healthcare
business in June 2019 work was already underway to
integrate roles and responsibilities within the enlarged
Urgent Care business and followed on from the previous
work undertaken because of the acquisition of Vocare in
October 2017. The resignation of Michael Steel in July 2020,
the former CEO of the Greenbrook Healthcare business,
brought forward this review process and led to the formation
of a new senior management team for the Urgent Care
business. The Committee assisted with reviewing aspects
of the remuneration for the new senior management roles
within the new structure.
• Further work was also undertaken with the continuing review
of management roles within the Planned Care Division and
the appointment of senior roles within centralised functions
covering HR, IT and Finance. Remuneration strategies were
developed to reflect the new leadership roles within each of
these areas.
• A review was undertaken during the year of Executive and
Non-Executive remuneration. Annual bonus awards were
made to Wendy Lawrence, Lisa Barter and Gloria Cooke
effective from 1 July 2020, and represented delivery of
the 2019/20 financial performance.
• Towards the end of the financial year the Committee
commenced a full review of Executive, senior management
and employee benefits in order to align the business with
attracting best in class management and employees to the
business as it continues its growth strategy. The work is
continuing post financial year end.
41
Annual Report for the year ended 31 March 2021 Totally plcGOVERNANCE
Directors’ remuneration report continued
Remuneration Policy
It is the focus of the Remuneration Committee to ensure that a Director’s remuneration encourages, reinforces and rewards the
growth of shareholder value whilst promoting the long-term success of the Company. The Remuneration Policy is intended to
support the business needs of the Company through ensuring the ability to attract, retain and motivate senior leaders of a high
calibre whilst the remaining competitive and providing an appropriate incentive for good performance.
Executive Directors’ remuneration should also:
• Align Executives with the best interests of the Company’s shareholders and other relevant stakeholders through a weighting
on performance-related pay;
• Be consistent with all regulatory and corporate governance requirements;
• Be clear, straightforward and transparent whilst supporting the delivery of strategic objectives;
• Be consistent with the Group’s risk policies and systems to guard against inappropriate risk taking; and
The Committee seeks external guidance and benchmarking of remuneration strategies to assist formulation of the Group
Remuneration Policy.
Disclosure of Directors’ remuneration – single total figure of remuneration (audited information)
The table below reports the total remuneration received in respect of qualifying services by each Director during the period ended
31 March 2021:
Total salary and fees
Taxable benefits
Annual bonus
Long-term
incentive
Pensions-related
benefits
Total remuneration
2021
£000
2020
£000
2021
£000
2020
£000
2021
£000
2020
£000
2021
£000
2020
£000
2021
£000
2020
£000
2021
£000
2020
£000
Executive Directors
Wendy Lawrence
Lisa Barter
Gloria Cooke
Michael Steel1
Non-Executive Directors
Bob Holt
Tony Bourne
Michael Rogers
170
125
100
65
40
25
25
161
119
108
156
27
25
25
550
621
2
2
—
—
—
—
—
4
1
2
2
—
—
—
—
5
85
38
32
—
—
—
—
155
40
25
20
—
—
—
—
85
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
24
12
—
—
—
—
—
36
24
12
—
—
—
—
—
36
281
177
132
65
40
25
25
226
158
130
156
27
25
25
745
747
1. Michael Steel was appointed to the Board on 20 June 2019 and resigned on 10 July 2020.
Annual bonus
Performance bonuses in respect of the financial year 2019/20 were paid following release of the audited accounts to:
• Wendy Lawrence
• Lisa Barter
• Gloria Cooke
£75,000
£30,000
£30,000
The awards reflected delivery of the 2019/20 financial and operational plan. The bonuses in the table above relate to the financial
year 2020/21. Half of these were paid in the year to reflect performance in the year, and the remainder will be paid subsequent to
the signing of these financial statements.
EMI approved options, CSOP and unapproved option schemes
No awards were made to Executive Directors under the above schemes during the financial year.
Long Term Incentive Plan (2019) ( LTIP)
The Totally plc Long Term Incentive Plan (2019) was established during financial year 2019/20. The purpose of the LTIP was to
recognise the importance in retaining certain key individuals to drive the integration and development of the business for the
future. Shareholders approved the LTIP arrangements with effect from the Greenbrook Admission Document. Full details of the
LTIP arrangements can be found from page 126 of the Greenbrook Admission Document, which can be found at www.totallyplc.
com/investor-relations/reports-documents.
No further awards were made under the LTIP during the current financial year.
42
GOVERNANCETotally plc Annual Report for the year ended 31 March 2021
A summary of option scheme awards, CSOP awards and unapproved share options
Number of
options as at
31.03.2020
Exercised
during the
period
Lapsed
during the
period
Granted
during the
period
Number of
options as at
31.03.2021
Name of Director
Scheme
Date from
which
exercisable
Expiry date
Wendy Lawrence EMI approved options
CSOP
Unapproved options
LTIP
Total
CSOP
Lisa Barter
Unapproved options
LTIP
Total
Gloria Cooke
CSOP
Michael Steel
LTIP
Total
LTIP
Total
250,000
74,000
176,000
3,000,000
3,500,000
74,000
26,000
1,500,000
1,600,000
50,000
1,500,000
1,550,000
1,500,000
1,500,000
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 250,000
11 Nov 18
11 Nov 25
—
74,000
31 Jan 21
31 Jan 28
— 176,000
31 Jan 21
31 Jan 28
— 3,000,000
20 Jun 22
20 Dec 25
— 3,500,000
—
—
74,000
31 Jan 21
31 Jan 28
26,000
31 Jan 21
31 Jan 28
— 1,500,000
20 Jun 22
20 Dec 25
— 1,600,000
—
50,000
31 Jan 21
31 Jan 28
— 1,500,000
20 Jun 22
20 Dec 25
— 1,550,000
— 1,500,000
— 1,500,000
—
—
— 20 Jun 22
20 Dec 25
—
Long-term incentive vesting
There were no long-term incentive awards capable of vesting during the period reported.
Shareholder dilution
In accordance with the investor guidelines and the rules of the Company’s share schemes, the Company can issue a maximum
of 10% of its issued share capital in a rolling ten-year period to employees to satisfy vesting under all its share plans. Of this 10%,
the Company can issue 5% to satisfy awards under discretionary or Executive plans.
Service contracts and letters of appointment
The table below summarises the service contracts of the Executive Directors and Non-Executive Directors:
Date of contract/letter of appointment
Notice period by Company
Notice period by Director
Executive Directors
Wendy Lawrence
Lisa Barter
Gloria Cooke
Michael Steel1
Non-Executive Directors
Bob Holt
Michael Rogers
Tony Bourne
15 Feb 2013
23 Oct 2017
4 Dec 2017
15 Sep 2015
7 Dec 2015
5 Oct 2015
6 months
3 months
3 months
3 months
3 months
3 months
6 months
3 months
3 months
3 months
3 months
3 months
1. Michael Steel was appointed to the Board on 20 June 2019 and resigned on 10 July 2020.
Remuneration in the wider Group
Throughout the Group, base salary and benefit levels are set taking into account prevailing sector conditions. Differences between
Executive Director pay policy and other employee terms reflect the seniority of the individuals and the nature of responsibilities.
The key difference in policy is that for Executive Directors a greater proportion of total remuneration is based on performance-
related incentives.
The Group encourages share ownership by employees by offering an annual Save As You Earn (SAYE) scheme.
Tony Bourne
Chairman of the Remuneration Committee
21 July 2021
43
Annual Report for the year ended 31 March 2021 Totally plcGOVERNANCE Directors’ report
The Directors present their Annual Report and the audited
consolidated financial statements for the year ended
31 March 2021.
General information
The Company was incorporated as a public company limited
by shares in England and Wales on 28 October 1999, with
registered number 03870101. It is domiciled in the UK. The
Company is listed on the AIM market of the London Stock
Exchange. The Company’s registered address is Cardinal
Square West, 10 Nottingham Road, Derby DE1 3QT.
Principal activities
The Group is a leading out-of-hospital healthcare provider in
the UK and Ireland, helping to address some of the biggest
challenges faced by the UK healthcare sector. Totally plc works
in partnership with the NHS and other providers to deliver
healthcare services through its divisions of Urgent Care,
Planned Care and Insourcing.
The Directors who held office during the financial year had the
following interests in the shares of the Company:
Bob Holt
Wendy Lawrence
Lisa Barter
Gloria Cooke
Michael Rogers
Tony Bourne
Michael Steel1
31 March 2021
Ordinary shares of
10p each held
31 March 2020
Ordinary shares of
10p each held
1,299,810
1,299,482
133,123
133,000
50,500
240,000
161,000
—
93,609
105,833
50,500
150,000
161,000
7,676,851
1.
Michael Steel was appointed to the Board on 20 June 2019 and resigned on 10 July 2020.
Details of Directors’ emoluments and interests in share
options are disclosed in the Directors’ Remuneration Report
on pages 41 and 43.
Results and dividends
The results for the period are set out in the Consolidated
Statement of Profit or Loss and Other Comprehensive Income
on page 53.
No Director has had a material interest in any contract of
significance in relation to the business of the Company, or any
of its subsidiary undertakings during the financial year, or had
such at the end of the financial year.
The Directors recommend the payment of a final dividend of
0.25p per share on 13 October 2021 subject to approval at the
Annual General Meeting on 6 September 2021 with a record
date of 10 September 2021.
Directors and Directors’ interests
The Directors who held office during the period and to date
were as follows:
• Bob Holt OBE
• Wendy Lawrence
• Lisa Barter
• Tony Bourne
• Michael Rogers
• Gloria Cooke
Biographical details and Committee membership for Directors
appear on pages 30 and 31.
Directors retire by rotation in line with the Articles of Association
and the following Directors will seek re-election at the Annual
General Meeting to be held on 6 September 2021:
• Tony Bourne
• Michael Rogers
Substantial shareholdings and share capital
As at 30 June 2021, being the latest practical date prior to the
publication of this document, the Company has been advised
of the following interests in 3% or more of the Company’s
ordinary share capital based on the 182,234,776 ordinary
shares in issue at 30 June 2021.
Fund manager
Richard Sneller
Stonehage Fleming Investment
Management Ltd
Number of
shares
% of
ISC
20,900,000
11.47%
19,885,000
10.91%
Premier Miton Group plc
14,955,586
Columbia Threadneedle Investments
13,188,165
Liontrust Investment Partners LLP
Unicorn Asset Management Ltd
Mr and Mrs David Newlands
6,925,596
5,759,291
5,645,000
8.21%
7.24%
3.80%
3.16%
3.10%
The Company has one class of share in issue, being ordinary
shares with a nominal value of 10p each. As at 31 March 2021
there were 182,192,777 shares in issue.
Directors’ indemnity
The Company’s Articles of Association provide, subject
to the provisions of UK legislation, an indemnity for Directors
and officers of the Company and the Group in respect of
liabilities that they may incur in the discharge of their duties
or in the exercise of their powers, including any liability relating
to the defence of any proceedings brought against them which
relate to anything done or omitted, or alleged to have been
done or omitted, by them as officers or employees of the
Company and the Group.
Directors’ and officers’ liability insurance is in place in respect
of all the Company’s Directors.
44
GOVERNANCETotally plc Annual Report for the year ended 31 March 2021 Section 172 statement
The required statement under Section 172 of the Companies
Act 2006 is contained within the Strategic Report on page 17.
Independent auditors
The auditors, RPG Crouch Chapman LLP, have indicated their
willingness under Section 489 of the Companies Act 2006 to
continue in office and a resolution that they be reappointed will
be proposed at the Annual General Meeting.
Statement as to disclosure of information to auditors
Each of the persons who is a Director at the date of approval
of this Annual Report confirms that:
• In so far as the Director is aware, there is no relevant audit
information of which the Company’s auditors are unaware; and
• The Director has taken all the steps that he/she ought to
have taken as a Director in order to make himself/herself
aware of any relevant audit information and to establish
that the Company’s auditors are aware of that information.
This confirmation is given and should be interpreted in
accordance with the provisions of Section 418 of the
Companies Act 2006.
By order of the Board.
John Charlton
Group Company Secretary
21 July 2021
Directors’ powers
As set out in the Company’s Articles of Association, the
business of the Company is managed by the Board, which
may exercise all powers of the Company.
Our people
It is the Group’s policy to consider all job applications on a fair
basis free from discrimination on the basis of age, sex, race,
ethnicity, religion, sexual orientation or disability not related to
job performance. Every consideration is given to applications
for employment from disabled persons, where the requirements
of the job may be adequately covered by a disabled person.
Where existing employees become disabled, it is the Group’s
policy wherever practicable to provide continuing employment
under normal terms and conditions and to provide training and
career development wherever appropriate.
The Group values the involvement of its employees and
encourages the development of employee involvement in
each of its operating businesses through both formal and
informal meetings. The Group ensures that all employees are
made aware of significant matters affecting the performance
of the Group by way of employee forums, information bulletins,
informal meetings, team briefings, internal newsletters and the
Group’s website.
Participation in the growth of Totally plc is encouraged by
offering all eligible employees the opportunity to participate
in the Company’s Save As You Earn ( SAYE) scheme.
Principal risks and uncertainties
Details of the principal risks and uncertainties faced by the
Group can be found in the Strategic Report on pages 28
and 29.
Future developments
The Group remains committed to its buy and build strategy.
Details of the future developments for the Group can be found
in the Strategic Report on pages 2 to 29.
Financial instruments
An explanation of the Group’s treasury policies and existing
financial instruments is set out in note 21 of the financial
statements.
Donations
No charitable or political donations were made during the year.
Annual General Meeting
A separate notice convening the Annual General Meeting
of the Company to be held at Cardinal Square West,
10 Nottingham Road, Derby DE1 3QT, on 6 September 2021
will be sent out with this Annual Report and Financial Statements.
Corporate governance
The Company’s statement on corporate governance can
be found in the Chairman’s Introduction to Governance
and Corporate Governance Report on pages 34 to 37. The
Corporate Governance Report forms part of this Directors’
Report and is incorporated into it by cross-reference.
45
Annual Report for the year ended 31 March 2021 Totally plcGOVERNANCE Energy and emissions report
We are pleased to report our energy usage, associated
emissions, energy efficiency actions and energy performance
for Totally plc, under the government policy Streamlined
Energy and Carbon Reporting (SECR), as implemented by the
Companies (Directors’ Report) and Limited Liability Partnerships
(Energy and Carbon Report) Regulations 2018.
Data quality and completeness
Totally plc has a number of separately registered subsidiary
companies within the Group, and these are detailed within
the report.
As we continue to support the NHS and other healthcare
partners, our subsidiaries do occupy a number of sites within
hospitals and clinics across the UK and Ireland and we are not
directly responsible for energy costs in 98% of these satellite
sites. We do continue to work with our partners to look at ways
that we can support initiatives to reduce our carbon footprint
as well as reducing our energy consumption.
The Group implemented the SECR requirements in the year,
and the results are shown below.
We are proud to say that for 2020/21 we achieved 100%
verifiable data coverage with no estimations required.
THE TOTAL CONSUMPTION AND EMISSIONS FIGURES
FOR ENERGY SUPPLIES REPORTABLE BY TOTALLY PLC
Consumption (kWh) and greenhouse gas emissions
(tCO2e) totals (see note 1)
Utility and scope
Grid supplied
energy – Scope 2
Gaseous and other
fuels – Scope 1
Transportation
– Scope 1 and 3
2020/21 UK
Consumption (kWh)
2019/20 UK
Consumption (kWh)
490,958
477,538
417,428
258,827
476,588
1,384,974
1,532,548
2,268,913
Total emissions from energy usage (see note 1)
Utility and scope
Grid supplied
energy – Scope 2
Gaseous and other
fuels – Scope 1
Transportation
– Scope 1 and 3
2020/21 UK
Consumption (tCO2e)
2019/20 UK
Consumption (tCO2e)
114.46
76.75 1
112.89
304.11
122.10
47.60
370.10
539.70
1. Estimated by invoice based on actual usage for the year.
Note 1
Scope 1 – consumption and emissions relating to direct
combustion of natural gas, and fuels utilised for transportation
operations, such as company vehicle fleets.
Scope 2 – consumption and emissions relating to indirect
emissions to the consumption of purchased electricity in
day-to-day business operations.
Scope 3 – consumption and emissions relating to emissions
resulting from sources not directly owned by the reporting
company. For Totally plc, this is related to grey fleet (business
travel undertaken in employee-owned vehicles) only.
Energy intensity metric
An intensity metric has been calculated using the number
of tonnes of CO2 emitted per £m of total sales revenue
(tCO2e/£m), to provide a metric against which the Group will
measure current and future energy usage performance. This
measure takes account of the differing consumption between
divisions and the respective revenue of those divisions.
We are proud to say that for 2020/21 we achieved an energy
intensity metric reduction of 2.42 tonnes tCO2e/£m compared
to 2019/20.
46
GOVERNANCETotally plc Annual Report for the year ended 31 March 2021 2020/21
(tCO2e/£m)
2.67 tonnes
5.09 tonnes
2019/20
(tCO2e/£m)
Energy efficiency improvements
Totally plc is committed to year-on-year improvements in its
operational energy efficiency. As such, a register of energy
efficiency measures available to Totally plc has been compiled
(ESOS Phase 2), with a view to implementing these measures
in the next five years.
Measures ongoing and undertaken through 2020/21
Travel policy – Our Urgent Care Division is reviewing a travel
policy, an opportunity identified from ESOS Phase 2 findings,
and will be something that will be rolled out across the Group.
The policy is an important document and enables businesses
and organisations to control and manage the energy
consumption/costs incurred for business travel and supports
staff/employee wellbeing and safety.
COVID-19: remote working policy – In light of the pandemic,
the majority of our staff work from home where this is safely
possible, reducing carbon footprint and travel for our staff.
Also, on a larger scale, travelling to/from meetings has
significantly reduced due to the use of virtual
conference technology.
Reporting methodology
Scope 1 and 2 consumption and CO2e emission data has been
calculated in line with the 2019 UK Government environmental
reporting guidance. The following Emission Factor Databases
consistent with the 2019 UK Government environmental
reporting guidance have been used, utilising the current
published kWh gross calorific value (CV) and kgCO2e emissions
factors relevant for reporting year 01/04/2020 – 31/03/2021:
Database 2020, Version 1.0.
All consumption data for Totally plc was complete for the
reporting year, and as such no estimations were required.
Intensity metrics have been calculated utilising the 2020/21
reportable figures for the following metrics, and tCO2e for both
individual sources and total emissions were then divided by this
figure to determine the tCO2e per metric.
Falu Bharmal
Director of Corporate Assurance
21 July 2021
47
Annual Report for the year ended 31 March 2021 Totally plcGOVERNANCE Statement of Directors’ responsibilities
In respect of the Annual Report and the Financial Statements
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.
This responsibility statement was approved by the Board
of Directors on 21 July 2021 and is signed on its behalf by:
Bob Holt OBE
Chairman
Lisa Barter ACA
Chief Financial Officer
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 are required to prepare the
Group financial statements in accordance with International
Financial Reporting Standards (“IFRSs”) as applied in accordance
with the provisions of the Companies Act 2006 and have elected
to prepare the parent company financial statements in accordance
with United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards and applicable law),
including FRS 101 Reduced Disclosure Framework. 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 AIM.
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, subject to any material departures disclosed and
explained in the financial statements; and
• 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 Group’s
transactions and disclose with reasonable accuracy at any time
the financial position of 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 Group and hence for taking
reasonable steps for the prevention and detection of fraud
and other irregularities.
48
GOVERNANCETotally plc Annual Report for the year ended 31 March 2021
Independent auditor’s report
to the members of Totally plc for the year ended 31 March 2021
Our opinion on the financial statements
We have audited the financial statements of Totally plc (“the Company”) and its subsidiaries (“the Group”) for the year ended 31 March 2021
which comprise the Consolidated statement of profit or loss and other comprehensive income, the Consolidated statement of
financial position, the Consolidated statement of changes in equity, the Consolidated statement of cash flows, the Company
statement of financial position, the Company statement of changes in equity and the related notes to the financial statements,
including a summary of significant accounting policies.
The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and
international accounting standards in conformity with the requirements of the Companies Act 2006. The financial reporting
framework that has been applied in the preparation of the company financial statements is applicable law and United Kingdom
Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally
Accepted Accounting Practice).
In our opinion:
• The financial statements give a true and fair view of the state of affairs of the Group and of the Company as at 31 March 2021
and of the Group’s profit for the year then ended;
• The group financial statements have been properly prepared in accordance with international accounting standards in
conformity with the requirements of the Companies Act 2006;
• The company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice; and
• The financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of the Group and the parent company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied
to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the entity’s ability to
continue to adopt the going concern basis of accounting included:
• Analysing management’s and the Directors’ cash flow forecast which forms the basis of their assessment that the going
concern basis of preparation remains appropriate for the preparation of the Group and Company financial statements for
a period of at least twelve months from the date of approval of these financial statements;
• Testing the mathematical integrity of the cash flow model in order to ensure the basis of preparation of the model;
• Comparing the revenue, costs and results included in the model for each segment compared to actuals achieved in the year
and post-year end performance;
• Sensitising the cash flows for changes in key assumptions and considering impact on headroom; and
• Reviewing and considering the adequacy of the disclosure within the financial statements relating to the Directors’ assessment
of the going concern basis of preparation.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on Totally plc’s ability to continue as a going concern for a period of at least
twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections
of this report.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement we identified (whether
or not due to fraud), including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the
audit; and directing the efforts of the engagement team. The matter identified was addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
49
FINANCIAL STATEMENTSAnnual Report for the year ended 31 March 2021 Totally plc Independent auditor’s report continued
to the members of Totally plc for the period ended 31 March 2021
Key audit matters continued
Key audit matter
Carrying value of intangible assets
The most significant assets of the Group as at 31 March 2021 are
intangible assets at £37.5m comprising £30.5m of goodwill arising
on acquisition of subsidiaries and other intangibles of £7.0m.
In accordance with IAS 36 Impairment of Assets, management
are required to conduct annual impairment tests for goodwill.
Given the subjectivity and number of estimates involved in any
such assessment, we considered this to be a significant risk of
material misstatement.
As part of their annual impairment review, management have
prepared cash flow models for each cash generating unit to
which goodwill relates to enable comparison of their value in
use to net carrying values at 31 March 2021.
Revenue recognition
The Urgent Care Division provides a range of services such as
the NHS 111 service, urgent care services and GP out of hours
services under multi-year contracts with the NHS and
other organisations.
Many of these contracts are individually material and contain
provisions for the clawback of revenue by the customer
dependent on activity based key performance indicators.
Although there should be annual reviews where final contract
values are agreed this process can take an extended period.
We therefore identified revenue recognition as a significant risk.
How our audit addressed the key audit matter
Our work involved the following:
• Reviewing the impairment model provided and checking that
the value in use model meets the requirements of the
accounting standard;
• Testing the mathematical integrity of the cash flow model in
order to ensure the basis of preparation of the model;
• Discussing the assumptions used with management and
obtaining details to support the key assumptions;
• Challenging the assumptions used by reference to past
results; and
• Sensitising the expected cash flows for key assumptions.
Key observations
Based on our audit work, we have concluded that the valuation
of non-current assets is accounted for in line with the Group’s
accounting policies and IAS 36 Impairment of assets.
We consider that the disclosures in note 14 to the financial
statements appropriately describe the judgements made by
management.
Our audit work included, but was not restricted to:
• Reconciling expected income for a sample of revenue
contracts to amounts reported in the accounts;
• Reviewing activity performance reports for a sample of
revenue contracts against KPI requirements and assessing
the adequacy of provisions recognised; and
• Reviewing settlement of contract values after the year end.
Key observations
Based on our audit work, we have concluded that revenue has
been recognised appropriately and provisions recognised for
clawback related to key performance indicators are considered
to be reasonable.
All key matters noted above have been discussed with the Audit Committee.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We
consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these
levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the
particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Our basis for the determination of materiality has remained consistent with the prior year. Given the changes to the Group in
recent periods and the fluctuations in profit, we consider revenue to be the most significant determinant of the Group’s financial
performance used by the users of the financial statements. A rate of 1% was used which is consistent with the prior year.
50
FINANCIAL STATEMENTSTotally plc Annual Report for the year ended 31 March 2021 Our application of materiality continued
Whilst materiality for the financial statements as a whole was £1,000,000 (2020: £1,050,000), each significant component of the
Group was audited to a lower level of materiality. The Company materiality was £650,000 (2020: £600,000), based on 1.5% of
gross assets (2020: 1.5%) as that is deemed the most appropriate measure for a holding company.
Performance materiality is the application of materiality at the individual account or balance level set at an amount to reduce to an
appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.
Performance materiality for the Group was set at £900,000 for low risk audit areas representing 90% of materiality based upon our
assessment of expected misstatements and the control environment. Performance materiality of £500,000 was used for areas
considered to be higher risk, representing 50% of overall materiality.
The same percentages were applied to each component’s materiality calculations. We agreed with the Audit Committee that we
would report on all differences in excess of 5% of materiality relating to the Group financial statements. We also report to the
Audit Committee on financial statement disclosure matters identified when assessing the overall consistency and presentation of
the consolidated financial statements.
An overview of the scope of our audit
The Group audit was scoped by re-confirming our understanding of the business, group structure, systems and processes and
the internal control environment. All of the components are based in the UK and a full scope statutory audit was completed by
RPG Crouch Chapman LLP in respect of each.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the annual
report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• The information given in the Strategic report and the Directors’ report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
• The Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and the parent company and their environment obtained in the course
of the audit, we have not identified material misstatements in the Strategic report or the Directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
• Adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches
not visited by us; or
• The parent company 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 the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Statement of directors’ responsibilities on page 48, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as
the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the parent company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or the parent company or to cease operations, or have no
realistic alternative but to do so.
51
FINANCIAL STATEMENTSAnnual Report for the year ended 31 March 2021 Totally plc Independent auditor’s report continued
to the members of Totally plc for the period ended 31 March 2021
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an Auditor’s Report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
We gained an understanding of the legal and regulatory framework applicable to the Group and the industry in which it operates,
and considered the risk of acts by the Group which were contrary to applicable laws and regulations, including fraud. These include
but were not limited to compliance with the Companies Act 2006 and IFRS.
We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment. We focused on
laws and regulations that could give rise to a material misstatement in the financial statements.
Our tests included, but were not limited to:
• Agreement of the financial statement disclosures to underlying supporting documentation, performing substantive testing of
account balances which were considered to be a greater risk of susceptibility to fraud;
• Enquiries of management as to whether there was any correspondence from regulators;
• Performed journals testing with a focus on identifying entries that could be indicative of fraud;
• Testing consolidation entries to ensure consistency and appropriateness of application;
• Review of minutes of Board meetings throughout the period; and
• Obtaining an understanding of the control environment in monitoring compliance with laws and regulations.
These procedures are designed to address the risk of material misstatements in respect of irregularities, including fraud, but do
not provide absolute assurance as to the non-existence of any such misstatements.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the
risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud
may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent
limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the
events and transactions reflected in the financial statements, the less likely we are to become aware of it.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for
the opinions we have formed.
Colin Turnbull ACA
Senior Statutory Auditor
for and on behalf of RPG Crouch Chapman LLP
Statutory Auditor, Chartered Accountants
5th Floor, 14–16 Dowgate Hill
London
EC4R 2SU
21 July 2021
RPG Crouch Chapman LLP is a limited liability partnership registered in England and Wales (with registered number OC375705).
52
FINANCIAL STATEMENTSTotally plc Annual Report for the year ended 31 March 2021 Consolidated statement of profit or loss and other comprehensive income
For the year ended 31 March 2021
Continuing operations
Revenue
Cost of sales
Gross profit
Administrative expenses
Other income
Profit before exceptional items
Exceptional items
Profit before interest, tax and depreciation
Depreciation and amortisation
Operating profit/(loss)
Finance income
Finance costs
Profit/(loss) before taxation
Income tax credit
Profit/(loss) for the year attributable to the equity
shareholders of the parent company
Other comprehensive income
Total comprehensive profit/(loss) for the year net of tax
attributable to the equity shareholders of the parent company
Profit/(loss) per share
From continuing operations:
Basic
Diluted
Note
6
31 March 2021
£000
31 March 2020
£000
113,709
105,948
18
8
9
10
11
12
(92,886)
20,823
(16,455)
656
5,024
—
5,024
(4,780)
244
5
(193)
56
262
318
—
(86,772)
19,176
(15,140)
—
4,036
(2,028)
2,008
(5,122)
(3,114)
6
(302)
(3,410)
577
(2,833)
—
318
(2,833)
Note
31 March 2021
Pence
31 March 2020
Pence
25b
25b
0.17
0.17
(1.82)
(1.82)
53
FINANCIAL STATEMENTSAnnual Report for the year ended 31 March 2021 Totally plc Share
premium
£000
16,408
—
Retained
earnings
£000
3,492
(2,833)
(16,408)
16,408
Equity
shareholders’
funds
£000
25,879
(2,833)
—
12,240
(450)
(455)
64
—
(450)
(455)
64
16,226
34,445
318
—
(911)
120
318
2
(911)
120
15,753
33,974
—
—
—
—
—
—
2
—
—
2
Consolidated statement of changes in equity
For the year ended 31 March 2021
At 1 April 2019
Total comprehensive loss for the year
Cancellation of share premium account
Issue of shares
Expenses attached to equity issue
Dividend payment
Credit on issue of warrants and options
At 31 March 2020
Total comprehensive profit for the year
Issue of shares
Dividend payment
Credit on issue of warrants and options
At 31 March 2021
Note
25a
13
26c
Share capital
£000
5,979
—
—
12,240
—
—
—
18,219
—
—
—
—
18,219
The Company statement of changes in equity can be found in note 27.
The accompanying notes on pages 57 to 83 form part of the financial statements.
54
FINANCIAL STATEMENTSTotally plc Annual Report for the year ended 31 March 2021 Consolidated and Company statements of financial position
As at 31 March 2021
Non-current assets
Intangible assets
Property, plant and equipment
Right-of-use assets
Investments in subsidiaries
Deferred tax
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total assets
Current liabilities
Trade and other payables
Contingent consideration
Lease liabilities
Non-current liabilities
Trade and other payables
Lease liabilities
Deferred tax
Total liabilities
Net current liabilities
Net assets
Shareholders’ equity
Called up share capital
Share premium
Retained earnings
Equity shareholders’ funds
Consolidated
Company
Note
31 March 2021
£000
31 March 2020
£000
31 March 2021
£000
31 March 2020
£000
14
15
16
17
12
19
20
21
22
16
21
16
12
37,468
39,631
1,083
2,927
—
113
789
4,129
—
408
194
29
227
9
43
288
37,663
38,149
—
—
41,591
44,957
38,113
38,489
100
8,675
14,797
23,572
65,163
77
11,370
8,923
20,370
65,327
—
197
4,576
4,773
42,886
—
728
718
1,446
39,935
(26,130)
(24,367)
(20,999)
(13,457)
(258)
(564)
(271)
(1,449)
(258)
(60)
(271)
(58)
(26,952)
(26,087)
(21,317)
(13,786)
(1,080)
(2,432)
(725)
(4,237)
(786)
(2,729)
(1,280)
(4,795)
(31,189)
(30,882)
(3,380)
33,974
(5,717)
34,445
(20)
(174)
—
(194)
(21,511)
(16,544)
21,375
(18)
(234)
—
(252)
(14,038)
(12,340)
25,897
25a
25c
25d
18,219
18,219
18,219
18,219
2
15,753
33,974
—
16,226
34,445
2
3,154
21,375
—
7,678
25,897
These financial statements were approved by the Board of Directors on 21 July 2021 and were signed on its behalf by:
Wendy Lawrence
Director
Totally plc
Lisa Barter
Director
Company registration no: 3870101 (England and Wales)
The accompanying notes on pages 57 to 83 form part of the financial statements.
55
FINANCIAL STATEMENTSAnnual Report for the year ended 31 March 2021 Totally plc
Consolidated cash flow statement
For the year ended 31 March 2021
Cash flows from operating activities
Profit/(loss) for the year
Adjustments for:
- options and warrants charge
- depreciation and amortisation
- impairment of goodwill
- tax income recognised in profit or loss
- finance income
- finance costs
- receipt from escrow relating to acquisitions
Movements in working capital:
- inventories
- movement in trade and other receivables
- movement in trade and other payables
Cash used for operations
Income tax paid
Net cash flows from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Disposal of property, plant and equipment
Additions of intangible assets
Acquisition of subsidiaries, net of cash acquired
Receipt from escrow relating to acquisitions
Contingent consideration paid
Net cash flows from investing activities
Cash flows from financing activities
Issued share capital
Expenses attached to equity issue
Dividends paid to the holders of the parent
Interest paid
Principal paid on lease liabilities
Net cash flows from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of year
Cash and cash equivalents at the end of the year
The accompanying notes on pages 57 to 83 form part of the financial statements.
Note
31 March 2021
£000
31 March 2020
£000
318
(2,833)
25
14–16
14
10
11
18
15
14
18
18
22
25a
13
16
120
4,780
—
(262)
(5)
193
(656)
(24)
2,710
2,044
9,218
(4)
9,214
(778)
12
(605)
—
656
(13)
(728)
2
—
(911)
(55)
(1,648)
(2,612)
5,874
8,923
14,797
64
5,122
1,500
(577)
(6)
302
—
(8)
1,891
(2,452)
3,003
(104)
2,899
(397)
—
(192)
(7,955)
—
(51)
(8,595)
9,739
(450)
(455)
(97)
(1,638)
7,099
1,403
7,520
8,923
56
FINANCIAL STATEMENTSTotally plc Annual Report for the year ended 31 March 2021
Notes to the financial statements
For the year ended 31 March 2021
1. General information
Totally plc is a public limited company (“the 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 Cardinal Square West,
10 Nottingham Road, Derby DE1 3QT. The Company’s ordinary shares are traded on the AIM market of the London Stock
Exchange (“AIM”).
The Group’s principal activities are the provision of innovative and consolidatory solutions to the healthcare sector, which are
provided by the Group’s wholly owned subsidiaries.
The Company’s principal activity is to provide management services to its subsidiaries.
2. Authorisation of financial statements and statement of compliance
The financial statements for the year ended 31 March 2021 were authorised for issue by the Board of Directors and the
statements of financial position were signed on the Board’s behalf by Wendy Lawrence and Lisa Barter on 21 July 2021.
The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and
International Accounting Standards in conformity with the requirements of the Companies Act 2006. The financial reporting
framework that has been applied in the preparation of the company financial statements is applicable law and United Kingdom
Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally
Accepted Accounting Practice) (“FRS 101”). The financial statements have been prepared under the historical cost convention,
and in accordance with the Companies Act 2006.
In preparing its financial statements the Company has taken advantage of all disclosure exemptions conferred by FRS 101.
Therefore the Company’s financial statements do not include:
• Certain comparative information as otherwise required by EU endorsed IFRS;
• Certain disclosures regarding the Company’s capital;
• A statement of cash flows;
• The effect of future accounting standards not yet adopted;
• The disclosure of the remuneration of key management personnel; and
• Disclosure of related party transactions with wholly owned fellow Group companies.
In addition, and in accordance with FRS 101, further disclosure exemptions have been adopted because equivalent disclosures are
included in the consolidated financial statements of Totally plc. The Company’s financial statements do not include certain
disclosures in respect of:
• Share-based payments; and
• Fair value measurement (other than certain disclosures required as a result of recording financial instruments at fair value).
As permitted by Section 408 of the Companies Act 2006 no income statement is presented for the Company. The Company
made a loss of £3,733,000 for the year ended 31 March 2021 (2020: loss of £3,637,000).
3. Basis of preparation
The consolidated and Company financial statements have been prepared on the historical cost basis and are presented in Sterling
and all values are rounded to the nearest thousand pounds (£000) except when otherwise indicated.
The Group’s business activities, together with the factors likely to affect its future development, performance and position are set
out in the Strategic report on pages 2 to 29. The financial position of the Group is described in the Financial review on pages 25 and
26 and the Group’s approach to risk is detailed on page 27 and in note 24.
The Group has consistently had net current liabilities in recent reporting periods which reflects the nature of the contractual
terms with customers and suppliers. The Group carefully manages financial resources, closely monitoring the working capital
cycle and has long-term contracts with a number of customers and suppliers across different geographic areas within the United
Kingdom and industries.
Based on the existing cash balances, underlying performance and cash flows generated from operating activities, the Directors
believe that the Group has sufficient financial resources to be able to meet its obligations as they fall due for a period of at least
12 months from the date of this financial information and are comfortable that it is a going concern.
57
FINANCIAL STATEMENTSAnnual Report for the year ended 31 March 2021 Totally plc 4. Summary of significant accounting policies
Basis of consolidation
The Group’s financial statements include the results of the Company and its subsidiaries, all of which are prepared up to the same
date as the parent company.
Subsidiaries
Subsidiaries are all entities over which the Company has the ability to exercise control and are accounted for as subsidiaries.
The trading results of subsidiaries acquired or disposed of during the period end are included in the income statement from
the effective date of acquisition or up to the effective date of disposal, as appropriate.
All intra-group transactions, balances, income and expenditure are eliminated on consolidation.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Company. The cost of an
acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the
date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are
initially measured at fair value at the acquisition date irrespective of the extent of any non-controlling interest. The excess of cost
of acquisition over the fair values of the Group’s share of identifiable net assets acquired is recognised as goodwill. Any deficiency
of the cost of acquisition below the fair value of identifiable net assets acquired (i.e. discount on acquisition) is recognised directly
in the income statement. All acquisition expenses have been reported within the income statement immediately.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes
to the fair value of the contingent consideration that are deemed to be an asset or liability are recognised in accordance with IAS
39 either in profit or loss or as a change to other comprehensive income.
Where necessary, adjustments are made to the financial information of subsidiaries to bring the accounting policies used in line
with those used by other members of the Group.
Revenue recognition
Revenue is generated by providing clinical health coaching, supporting shared decision making services and software solutions
to the healthcare sector, physiotherapy, dermatology, insourcing and urgent care services. Services are provided through
short-term and long-term contracts.
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. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates,
value added tax and other sales taxes.
Insourcing services
Revenue is recognised as services are provided. Revenue is recognised in the month when the service is provided, as this is the
point when revenue activity can be reliably measured.
Planned care services
Revenue represents invoiced sales of services to regional Clinical Commissioning Groups of the National Health Service(“NHS”).
Revenue is recognised in the month when the service is provided, as this is the point when revenue activity can be reliably measured.
Revenue can be subject to clawback adjustments based on performance against criteria as detailed in the individual contracts.
Urgent care services
Revenue is recognised in the month when the service is provided, as this is the point when revenue activity can be reliably measured.
Revenue can be subject to clawback adjustments based on performance against criteria as detailed in the individual contracts.
All revenue originates in the United Kingdom.
Finance income
Finance income comprises bank interest received, recognised on an accruals basis.
Finance costs
Finance costs comprise bank charges and interest on leases recognised under IFRS 16. The prior year also included the unwinding
of the fair value adjustment of the contingent consideration.
Government grants
The Group applied for government support programmes introduced in response to the global pandemic. Included in comprehensive
income is £967,000 (2020: £nil) of government grants obtained relating to supporting the payroll of the Company’s employees.
The Company has elected to present this as reducing the related expense. The Company had to commit to spending the assistance
on payroll expenses, and not reduce employee headcount below prescribed levels for a specified period of time. The Company does
not have any unfulfilled obligations relating to this programme.
58
FINANCIAL STATEMENTSTotally plc Annual Report for the year ended 31 March 2021Notes to the financial statements continuedFor the year ended 31 March 2021 4. Summary of significant accounting policies continued
Property, plant and equipment
Property, plant and equipment is carried at cost less accumulated depreciation and any recognised impairment in value. Cost
comprises the aggregate amount paid to acquire assets 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:
Motor vehicles
Computer equipment
Plant and machinery and Office equipment
Freehold property improvements and Short leasehold property
–
–
–
–
3 and 5 years
2 and 5 years
2 to 5 years
3 to 10 years
The assets’ residual values, useful lives and methods of depreciation are reviewed, and adjusted if appropriate, on an annual basis.
An asset is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or
loss arising on derecognition 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.
Inventories
Inventories are valued at the lower of cost and net realisable value. In general, cost is determined on a first in first out basis and
includes all direct expenditure based on a normal level of activity. Net realisable value is the price at which the stocks can be sold in
the normal course of business after allowing for the costs of realisation and where appropriate for the costs of conversion from its
existing state to a finished condition.
Intangible assets other than goodwill
Intangible assets other than goodwill comprise computer software and customer contracts and relationships.
Computer software is recognised at cost and subsequently amortised over its expected useful economic life of three years.
Customer contracts and the related customer relationships were acquired in business combinations and recognised separately
from goodwill. They are initially recognised at their fair value at the acquisition date (which is regarded as their cost). Subsequent
to initial recognition, these assets are amortised over the expected life of contracts and reported at cost less accumulated
amortisation and accumulated impairment losses. Assets are reviewed for impairment on at least an annual basis and the
estimates used in this review are discussed in note 5.
Goodwill
Goodwill represents the excess of the fair value of the consideration of an acquisition over the fair value of the Group’s share of
the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is considered to have an indefinite useful
life. Goodwill is tested for impairment annually and again whenever indicators of impairment are detected and is carried at cost
less any provision for impairment.
Impairment of non-current assets
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (“CGU”) or groups
of CGUs that is expected to benefit from the synergies of the combination.
A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that
the unit may be impaired. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated
first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on
the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An
impairment loss recognised for goodwill is not reversed in subsequent periods.
The value of the goodwill was tested for impairment during the current financial year by means of comparing the recoverable
amount of each CGU or group of CGUs with the carrying value of its goodwill; see note 14.
On disposal of the relevant CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
Trade and other receivables
Trade receivables, which are generally received by the end of month following terms, are recognised and carried at the lower of
their original invoiced value less provision for expected credit losses.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and short-term deposits with an original maturity of three months or less.
Trade and other payables
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from
suppliers. Trade and other payables are recognised at original cost.
59
FINANCIAL STATEMENTSAnnual Report for the year ended 31 March 2021 Totally plc
4. Summary of significant accounting policies continued
Borrowings
Borrowings are initially recognised at fair value, being proceeds received less directly attributable transaction costs incurred.
Borrowings are subsequently measured at amortised cost with any transaction costs amortised to the income statement
over the period of the borrowings using the effective interest method.
Foreign currency 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 period end are translated at the exchange rate ruling at that date.
Foreign exchange differences arising on translation are recognised in the income statement.
Leased assets
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present
value of fixed lease payments. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot
be readily determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to borrow the
funds necessary to obtain an asset of similar value to the right-of-use asset with similar terms, security and conditions.
Lease payments are allocated between principal and finance costs. The finance cost is charged to profit or loss over the lease
period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the initial measurement of lease liability, any lease payments made at or
before the commencement date less any lease incentives received, and any initial direct costs.
Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.
Payments associated with short-term leases of equipment and vehicles and all leases of assets considered low value are recognised
as an expense in profit or loss on a straight-line basis. Short-term leases are leases with a lease term of twelve months or less.
Exceptional items
Exceptional items are those items that, in the Directors’ view, are required to be separately disclosed by virtue of their size or
incidence to enable a full understanding of the Group’s financial performance.
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 period-end 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 apply in the
period when the liability is settled and the asset is realised, based on tax rates and laws enacted or substantively enacted at the
period-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.
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.
Retirement benefits
The Group operates a defined contribution plan. A defined contribution plan is a pension plan under which the employer pays fixed
contribution into a separate entity. Contributions payable to the plan are charged to the income statement in the period to which
they relate. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient
assets to pay all employees the benefits relating to employee service in the current and prior periods.
Company only accounting policies
The following principal accounting policies have been applied:
Investments
Investments are stated at cost less provisions for impairment.
60
FINANCIAL STATEMENTSTotally plc Annual Report for the year ended 31 March 2021Notes to the financial statements continuedFor the year ended 31 March 2021 4. Summary of significant accounting policies continued
Company only accounting policies continued
Deferred tax
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the Company statement
of financial position differs from its tax base, except for differences arising on:
• The initial recognition of goodwill;
• The initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the
transaction affects neither accounting nor taxable profit; and
• Investments in subsidiaries where the Company is able to control the timing of the reversal of the difference and it is probable
that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against
which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date
and are expected to apply when the deferred tax liabilities or assets are settled or recovered. Deferred tax balances are not discounted.
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. The fair value of the employee services rendered
is determined by reference to the fair value of the shares awarded or options granted. Share options are valued using the Black-Scholes
pricing model, or the Monte Carlo model where performance-based market vesting conditions apply. 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.
Standards adopted in the year
There have been no standards adopted that have had a material impact on the financial statements and no standards adopted in
advance of their implementation dates.
Standards, interpretations and amendments not yet effective
There are a number of standards, amendments to standards, and interpretations which have been issued by the International
Accounting Standards Board (“IASB”) that are effective in future accounting periods that the Group has decided not to adopt early.
The following amendments are effective for the period beginning 1 April 2021:
• IAS 1 Presentation of Financial Statements;
• IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (Amendment – Definition of Material); and
• IFRS 3 Business Combinations (Amendment – Definition of Business).
In January 2020, the IASB issued amendments to IAS 1, which clarify the criteria used to determine whether liabilities are classified
as current or non-current. These amendments clarify that current or non-current classification is based on whether an entity has
a right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period.
The Group does not believe that the amendments to IAS 1 will have a significant impact on the classification of its liabilities.
5. Significant accounting judgements, estimates and assumptions
The Group 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 Group’s 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 affects only that period, or in the period of revision and
future periods if the revision affects both current and future periods.
Judgements
The Directors consider that there are no significant judgements that have an impact on the Group’s accounting policies.
Estimates
Following the assessment of the recoverable amount of goodwill allocated to the Planned Care segment, to which goodwill of
£7,836,000 is allocated, the Directors consider that the recoverable amount of goodwill allocated to this segment is most
sensitive to the achievement of future budgets. Budgets comprise forecasts of revenue, staff costs and overheads based on
current and anticipated market conditions that have been considered and approved by the Board. A significant proportion of the
cost allocated to both CGUs is staff costs, hence the Group’s commitment to its staff and patients. The sensitivity analysis in
respect of the recoverable amount of each CGU is presented in note 14.
61
FINANCIAL STATEMENTSAnnual Report for the year ended 31 March 2021 Totally plc 6. Revenue
A breakdown of revenue by the revenue streams detailed in accounting policies is shown below:
Insourcing
Planned care services
Urgent care services
Total
31 March 2021
£000
31 March 2020
£000
3,071
5,241
1,006
8,444
105,397
96,498
113,709
105,948
All revenue is recognised as the services are provided and in accordance with the accounting policies detailed in note 4.
The following table provides information on contract assets and contract liabilities from contracts with customers:
Contract assets
Contract liabilities
Total
31 March 2021
£000
31 March 2020
£000
2,425
(3,725)
(1,300)
3,479
(2,159)
1,320
Contract assets and contract liabilities relate to amounts recognised in respect of accrued and deferred income for contracts with
customers and are included within “trade and other receivables” and “trade and other payables” respectively on the face of the
statement of financial position.
Contract assets primarily relate to the Company’s rights to consideration for services provided but not billed. The contract assets
are transferred to trade receivables when the rights become unconditional which is upon agreement by the CCG.
Contract liabilities primarily relate to advance consideration received from customers and provision for clawback adjustments on
contracts with customers based on contractual performance. Management estimates the level of revenue subject to clawback
and makes a provision under the variable consideration constraint within IFRS 15. These amounts are subject to negotiation with
agreement generally within one to two years; however, management does not consider these to be a significant estimate given
the status of negotiations.
The significant movements in contract assets in the periods ended 31 March 2021 and 31 March 2020 are detailed below:
Brought forward
Acquired
Provided
Utilised
Total
31 March 2021
£000
31 March 2020
£000
3,479
—
18,581
(19,635)
2,425
1,503
511
13,363
(11,898)
3,479
The significant movements in contract liabilities in the periods ended 31 March 2021 and 31 March 2020 are detailed below:
31 March 2021
£000
31 March 2020
£000
2,159
—
11,660
(10,094)
3,725
3,341
222
3,438
(4,842)
2,159
Brought forward
Acquired
Provided
Utilised
Total
62
FINANCIAL STATEMENTSTotally plc Annual Report for the year ended 31 March 2021Notes to the financial statements continuedFor the year ended 31 March 2021
7. Segmental reporting
Segment information is presented in respect of the Group’s operating segments as determined by reference to the internal
reports reviewed by the Board. 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 executive management team (the Chief Operating Decision Maker (“CODM”) for
the Group) 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 reviewed by the CODM. The Group has elected, as provided under IFRS 8 Operating
Segments (amended 2009), not to disclose segment assets or liabilities as these amounts are not regularly provided to the CODM.
In the years ended 31 March 2021 and 31 March 2020, all segments operated solely in the UK, and as a result no geographical
breakdown is provided.
Primary reporting format – business segments
The table below sets out information for the Group’s business segments for the years ended 31 March 2021 and 31 March 2020.
Segment revenue represents revenue from external and internal customers arising from the sale of services.
Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
Group revenue
105,398
5,240
3,071
—
113,709
Urgent care
£000
Planned Care
£000
Insourcing
£000
Unallocated
£000
Total
£000
31 March 2021
Operating profit/(loss) before interest, tax
and depreciation
Depreciation and amortisation
Operating profit/(loss)
Finance income
Finance costs
Profit/(loss) before tax
Income tax credit
Profit/(loss) after tax
Group revenue
Operating profit/(loss) before exceptional items
Acquisition-related costs
Impairment of goodwill
Operating profit/(loss) before interest, tax and
depreciation
Depreciation and amortisation
Operating profit/(loss)
Finance income
Finance costs
Profit/(loss) before tax
Income tax credit
Profit/(loss) after tax
7,983
(4,508)
3,475
1
(123)
3,353
257
3,610
(550)
(169)
(719)
—
(12)
(731)
5
(726)
350
(1)
349
4
—
353
—
353
(2,759)
(102)
(2,861)
—
(58)
(2,919)
—
(2,919)
Urgent care
£000
Planned Care
£000
Insourcing
£000
Unallocated
£000
31 March 2020
5,024
(4,780)
244
5
(193)
56
262
318
Total
£000
96,498
6,877
—
—
6,877
(4,777)
2,100
6
(209)
1,897
577
2,474
8,433
1,017
—
105,948
431
—
(1,500)
(1,069)
(228)
(1,297)
—
(26)
(1,323)
—
(1,323)
(27)
—
—
(27)
—
(27)
—
(1)
(28)
—
(28)
(3,245)
(528)
—
(3,773)
(117)
(3,890)
—
(66)
(3,956)
—
(3,956)
4,036
(528)
(1,500)
2,008
(5,122)
(3,114)
6
(302)
(3,410)
577
(2,833)
63
FINANCIAL STATEMENTSAnnual Report for the year ended 31 March 2021 Totally plc
8. Exceptional items
Acquisition-related costs
Impairment of goodwill
Total exceptional items
Tax credit attributable to exceptional items
Total exceptional items after tax
9. Profit/(loss) on operating activities before taxation
Profit/(loss) on ordinary activities before taxation is stated after charging:
Share-based payments
Defined contribution pension schemes
Expenses in connection with the acquisition of subsidiaries
Depreciation and amortisation
Fair value adjustments of onerous contracts
Auditors’ remuneration:
– fees payable to the Company’s auditors for the audit of the parent company and consolidated
financial statements
– the audit of the Company’s subsidiaries1
Fees payable to the Company’s auditors for other services:
– tax compliance services
31 March 2021
£000
31 March 2020
£000
—
—
—
—
—
528
1,500
2,028
(100)
1,928
31 March 2021
£000
31 March 2020
£000
120
3,288
—
4,780
—
35
106
—
64
2,882
528
5,122
670
31
92
8
1. The audit fees for the Company’s subsidiaries include VAT as some subsidiaries have a partial exemption scheme and some are not VAT registered.
10. Finance income
Bank interest received
Foreign exchange gains
Total finance income
11. Finance costs
Bank charges
Interest on lease liabilities
Loss on foreign exchange
Loan interest
Other finance costs
Total finance costs
31 March 2021
£000
31 March 2020
£000
1
4
5
6
—
6
31 March 2021
£000
31 March 2020
£000
11
133
1
42
6
193
10
235
2
51
4
302
Other finance costs include the unwinding of the fair value adjustments to the dilapidations provisions and contingent
considerations. The fair value adjustments are based on net present values, discounted at 10%.
64
FINANCIAL STATEMENTSTotally plc Annual Report for the year ended 31 March 2021Notes to the financial statements continuedFor the year ended 31 March 2021
12. Taxation
(a) Taxation charge
Current tax expense
Current tax on profit/(loss) for the period
Adjustments in respect of prior periods
Deferred tax expense
Origination and reversal of timing differences
Adjustments in respect of prior periods
Total tax credit
31 March 2021
£000
31 March 2020
£000
6
1
7
(148)
(121)
(269)
(262)
(50)
1
(49)
(542)
14
(528)
(577)
(b) Taxation reconciliation
The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the
United Kingdom applied to profit for the year are as follows:
Profit/(loss) on ordinary activities before tax
Taxation at the standard UK income tax rate of 19% (2020: 19%)
Expenses not deductible for tax purposes
Origination and reversal of timing differences
Deferred tax not recognised
Adjustments in respect of prior periods
Total tax credited in the income statement
(c) Deferred tax assets and liabilities
Group
Assets
Depreciation in excess of capital allowances
Short-term timing differences
Total deferred tax asset
Group
Liabilities
Accelerated capital allowances
Arising on business combinations
Total deferred tax liability
31 March 2021
£000
31 March 2020
£000
56
11
97
(148)
(102)
(120)
(262)
2021
£000
21
92
113
2021
£000
11
714
725
(3,410)
(648)
236
(528)
362
1
(577)
2020
£000
49
359
408
2020
£000
44
1,236
1,280
No deferred tax assets or liabilities have been recognised in the Company at 31 March 2021 (2020: £nil).
Estimated tax losses of approximately £6,300,000 (2020: £11,500,000) are available to relieve future profits of the Group in
respect of which a deferred tax asset of £466,000 has been recognised and offset against deferred tax liabilities.
A net deferred tax asset of £112,000 (2020: £408,000) has been recognised in relation to depreciation in excess of capital
allowances and other timing differences.
65
FINANCIAL STATEMENTSAnnual Report for the year ended 31 March 2021 Totally plc
13. Ordinary dividends
Group and Company
Interim dividend paid for the year
Final dividend for the prior year
Amounts recognised as distributions to owners of the parent
2021
£000
455
456
911
2020
£000
455
—
455
No final dividend has yet been approved for the year ended 31 March 2021 as at the date of approval of these financial statements.
14. Intangible assets
Group
Cost
At 1 April 2020
Additions
Reallocations
At 31 March 2021
Amortisation
At 1 April 2020
Amortisation charge
Reallocations
At 31 March 2021
Accumulated impairment losses
At 1 April 2020
At 31 March 2021
Net book value
At 31 March 2021
At 31 March 2020
Group
Cost
At 1 April 2019
Additions
Acquisition of Greenbrook
At 31 March 2020
Amortisation
At 1 April 2019
Amortisation charge
At 31 March 2020
Accumulated impairment losses
At 1 April 2019
Impairment loss for the year
At 31 March 2020
Net book value
At 31 March 2020
At 31 March 2019
66
Development
costs
£000
Computer
software
£000
Customer
contacts and
relationships
£000
Goodwill
£000
Total
£000
739
—
—
739
—
—
—
—
739
739
—
—
2,305
15,217
34,010
52,271
605
7
—
—
—
—
605
7
2,917
15,217
34,010
52,883
1,911
310
7
2,228
—
—
689
394
6,490
2,458
—
8,948
—
—
—
—
—
—
3,500
3,500
8,401
2,768
7
11,176
4,239
4,239
6,269
8,727
30,510
30,510
37,468
39,631
Development
costs
£000
Computer
software
£000
Customer
contacts and
relationships
£000
Goodwill
£000
Total
£000
28,160
36,875
—
5,850
34,010
192
15,204
52,271
—
—
—
2,000
1,500
3,500
5,312
3,089
8,401
2,739
1,500
4,239
5,863
—
9,354
15,217
3,690
2,800
6,490
—
—
—
8,727
2,173
30,510
26,160
39,631
28,824
739
—
—
739
—
—
—
739
—
739
—
—
2,113
192
—
2,305
1,622
289
1,911
—
—
—
394
491
FINANCIAL STATEMENTSTotally plc Annual Report for the year ended 31 March 2021Notes to the financial statements continuedFor the year ended 31 March 2021 14. Intangible assets continued
Company
Cost
At 1 April 2020
Additions
At 31 March 2021
Amortisation
At 1 April 2020
Amortisation charge
At 31 March 2021
Net book value
At 31 March 2021
At 31 March 2020
Company
Cost
At 1 April 2019
At 31 March 2020
Amortisation
At 1 April 2019
Amortisation charge
At 31 March 2020
Net book value
At 31 March 2020
At 31 March 2019
Computer
software
£000
51
193
244
42
8
50
194
9
Computer
software
£000
51
51
25
17
42
9
26
Total
£000
51
193
244
42
8
50
194
9
Total
£000
51
51
25
17
42
9
26
Customer contracts and relationships represent the acquired contracts and relationships on the respective acquisitions. They
have been recognised at the discounted expected profitability of contracts over the expected life, including anticipated contract
renewals. The projected profitability has considered historic gross profit and directly attributable overheads. The contract values
are amortised on a straight-line basis over the life of the contracts as per note 4.
The Group tests goodwill annually for impairment, or more frequently if there are any indications that goodwill might be impaired.
For the periods ending 31 March 2020 and 31 March 2021, the recoverable amount of the cash-generating units (“CGUs”) was
determined based on value in use calculations which require the use of assumptions. The value in use was calculated by discounting
cash flow projections based on financial budgets approved by management covering a four-year period to 31 March 2025 along
with discounted cash flows into perpetuity with the assumption of no growth in EBITDA following a four-year period.
Cash flows for the impairment testing at 31 March 2021 and 31 March 2020 were discounted at a rate of 10% for all CGUs.
67
FINANCIAL STATEMENTSAnnual Report for the year ended 31 March 2021 Totally plc 14. Intangible assets continued
The assumptions used in the four-year forecast to 31 March 2024 were as follows:
Urgent Care
Revenue growth
Budgeted gross margin
% administrative expenses to revenue
Planned Care
Revenue growth
Budgeted gross margin
% administrative expenses to revenue
Year ended
31 March 2022
%
Year ended
31 March 2023
%
Year ended
31 March 2024
%
Year ended
32 March 2025
%
2
17
10
44
21
19
2
17
10
12
21
17
2
17
10
13
21
16
2
17
10
14
21
16
The assumptions noted above are determined by management, based on past performance and current knowledge of future plans.
As the Planned Care CGU consolidates and develops, revenue growth is anticipated and the proportion of administrative costs is
forecast to remain stable.
A segment-level summary of goodwill is shown below:
Goodwill
At 1 April 2020
Impairment loss
At 31 March 2021
Urgent Care
£000
Planned Care
£000
Total
£000
22,674
—
7,836
—
30,510
—
22,674
7,836
30,510
Sensitivity analysis
The Group has conducted a sensitivity analysis of the impairment test to changes in key assumptions used to determine the
recoverable amount for each CGU to which goodwill is allocated. The Directors believe that a reasonably possible change in the
key assumptions on which the recoverable amount of the Urgent Care CGU is based would not cause the aggregate carrying
amount to exceed the aggregate recoverable amount of the related CGU and therefore no impairment would be required.
The Planned Care CGU has been heavily impacted by the COVID-19 pandemic. The impairment review reflects activity at 20/21
levels for three months, returning to pre-pandemic levels for the remainder of the 21/22 financial year. Thereafter the growth rate
is assumed to be equal to the growth rate historically achieved over the previous three financial years, and the headroom under
these assumptions is £449,000. Whilst the Directors consider these assumptions to be reasonable based on historic levels, they
are sensitive and a fall of 3% in the growth rate would lead to an impairment.
The Directors have considered the impact of a third wave of COVID-19 on operations and consider that, given the success of the
vaccination programme and the impact of previous waves, the value in use would be reduced by £124,000.
68
FINANCIAL STATEMENTSTotally plc Annual Report for the year ended 31 March 2021Notes to the financial statements continuedFor the year ended 31 March 2021
15. Property, plant and equipment
Motor
vehicles
£000
Freehold
property
improvements
£000
Plant
machinery
£000
Office
equipment
£000
Short
leasehold
property
£000
Computer
equipment
£000
Group
Cost
At 1 April 2020
Additions
Reallocations
Disposals
At 31 March 2021
Depreciation
At 1 April 2020
Provided in the period
Eliminated on disposal
At 31 March 2021
Net book value
At 31 March 2021
At 31 March 2020
Total
£000
5,991
778
(7)
(47)
133
—
—
(30)
103
130
3
(30)
103
—
3
1,139
—
—
—
374
3
—
—
1,598
328
—
(1)
103
—
—
—
2,644
447
(7)
(16)
1,139
377
1,925
103
3,068
6,715
1,090
4
—
1,094
45
49
343
17
—
360
17
31
1,389
135
(1)
1,523
402
209
24
27
—
51
52
79
2,226
5,202
288
(13)
474
(44)
2,501
5,632
567
418
1,083
789
The net book value of motor vehicles includes £nil (31 March 2020: £3,000) in relation to assets held under finance leases.
Group
Cost
At 1 April 2019
Additions
Acquisition of Greenbrook
Disposals
Motor
vehicles
£000
Freehold
property
improvements
£000
Plant
machinery
£000
Office
equipment
£000
Short
leasehold
property
£000
Computer
equipment
£000
Total
£000
133
1,139
367
1,439
—
—
—
—
—
—
7
—
—
77
82
—
14
1
88
—
2,185
5,277
312
147
—
397
317
—
At 31 March 2020
133
1,139
374
1,598
103
2,644
5,991
Depreciation
At 1 April 2019
Provided in the period
At 31 March 2020
Net book value
At 31 March 2020
At 31 March 2019
123
7
130
3
10
1,009
81
1,090
49
130
315
28
343
31
52
1,268
121
1,389
209
171
1
23
24
79
13
1,962
264
2,226
418
223
4,678
524
5,202
789
599
69
FINANCIAL STATEMENTSAnnual Report for the year ended 31 March 2021 Totally plc 15. Property, plant and equipment continued
The net book value of motor vehicles includes £3,000 (31 March 2020: £8,000) in relation to assets held under finance leases.
Office
equipment
£000
Short
leasehold
property
£000
Computer
equipment
£000
38
6
44
15
13
28
16
23
8
—
8
3
3
6
2
5
47
4
51
32
8
40
11
15
Office
equipment
£000
Short
leasehold
property
£000
Computer
equipment
£000
25
13
38
4
11
15
23
21
7
1
8
—
3
3
5
7
38
9
47
23
9
32
15
15
Total
£000
93
10
103
50
24
74
29
43
Total
£000
70
23
93
27
23
50
43
43
Company
Cost
At 1 April 2020
Additions
At 31 March 2021
Depreciation
At 1 April 2020
Provided in the period
At 31 March 2021
Net book value
At 31 March 2021
At 31 March 2020
Company
Cost
At 1 April 2019
Additions
At 31 March 2020
Depreciation
At 1 April 2019
Provided in the period
At 31 March 2020
Net book value
At 31 March 2020
At 31 March 2019
70
FINANCIAL STATEMENTSTotally plc Annual Report for the year ended 31 March 2021Notes to the financial statements continuedFor the year ended 31 March 2021 16. Right-of-use assets and lease liabilities
Right-of-use assets
Cost
At 1 April 2020
Additions
Revaluations
At 31 March 2021
Depreciation
At 1 April 2020
Provided in the period
At 31 March 2021
Net book value
At 31 March 2021
Cost
At 1 April 2019
Additions
Acquisition of Greenbrook
At 31 March 2020
Depreciation
At 1 April 2019
Provided in the period
At 31 March 2020
Net book value
At 31 March 2020
Lease liabilities
At 1 April 2020
Additions
Revaluations
Interest expense
Lease payments
At 31 March 2021
Leasehold
property
£000
Group
Computer
equipment
£000
5,623
88
248
5,959
1,505
1,534
3,039
2,920
15
—
—
15
4
4
8
7
Leasehold
property
£000
Group
Computer
equipment
£000
4,079
130
1,414
5,623
—
1,505
1,505
4
—
11
15
—
4
4
Company
Leasehold
property
£000
348
—
—
348
60
61
121
Total
£000
348
—
—
348
60
61
121
Total
£000
5,638
88
248
5,974
1,509
1,538
3,047
2,927
227
227
Company
Leasehold
property
£000
348
—
—
348
—
60
60
Total
£000
348
—
—
348
—
60
60
Total
£000
4,083
130
1,425
5,638
—
1,509
1,509
4,118
11
4,129
288
288
Leasehold
property
£000
4,165
88
245
133
(1,641)
2,990
Group
Computer
equipment
£000
Motor
vehicles
£000
10
—
—
—
(4)
6
3
—
—
—
(3)
—
Company
Leasehold
property
£000
292
—
—
8
(66)
234
Total
£000
292
—
—
8
(66)
234
Total
£000
4,178
88
245
133
(1,648)
2,996
71
FINANCIAL STATEMENTSAnnual Report for the year ended 31 March 2021 Totally plc 16. Right-of-use assets and lease liabilities continued
Lease liabilities continued
At 1 April 2019
Additions
Acquisition of Greenbrook
Interest expense
Lease payments
At 31 March 2020
Maturity analysis
Up to 3 months
Between 3 and 12 months
Between 1 and 2 years
Between 2 and 5 years
Over 5 years
Group
Leasehold
property
£000
Computer
equipment
£000
Motor
vehicles
£000
4,017
130
1,414
234
(1,630)
4,165
4
—
11
—
(5)
10
5
—
—
1
(3)
3
Company
Leasehold
property
£000
348
—
—
9
(65)
292
Total
£000
4,026
130
1,425
235
(1,638)
4,178
2021
2020
Group
£000
155
409
455
804
1,173
2,996
Company
£000
15
45
62
112
—
234
Group
£000
375
1,074
458
885
1,386
4,178
2021
£000
279
17
48
Short-term lease expense
Low value lease expense
Aggregate undiscounted commitments for short-term leases
17. Investments in subsidiaries
Company
Investments in share capital of subsidiaries.
Cost
At 1 April 2020
Additions
At 31 March 2021
Impairment
At 1 April 2020
Recognised in the year
At 31 March 2021
Net book value
At 31 March 2021
At 31 March 2020
72
Total
£000
348
—
—
9
(65)
292
Company
£000
14
44
60
174
—
292
2020
£000
88
10
60
Total
£000
38,149
—
38,149
—
(486)
(486)
37,663
38,149
FINANCIAL STATEMENTSTotally plc Annual Report for the year ended 31 March 2021Notes to the financial statements continuedFor the year ended 31 March 2021
17. Investments in subsidiaries continued
Company continued
Cost
At 1 April 2019
Additions
At 31 March 2020
Net book value
At 31 March 2020
At 31 March 2019
Total
£000
21,835
16,314
38,149
38,149
21,835
The subsidiary companies at 31 March 2021, all of which have been consolidated, are as follows. All shares are held directly
by the Company except My Clinical Coach Ltd, which is wholly owned by Totally Health Ltd, and those marked below:
Subsidiary undertakings
Totally Health Limited
My Clinical Coach Limited
Country of incorporation
Percentage of
equity capital held Nature of business
England and Wales
100%
Bespoke IT healthcare solutions
England and Wales
100%
Direct to consumer health coaching
services
Premier Physical Healthcare Limited1
England and Wales
100%
Physiotherapy and podiatry service
About Health Limited
England and Wales
100%
Dermatology service
Optimum Sports Performance Centre Limited
Vocare Limited2
Totally Healthcare Limited
Greenbrook Healthcare (Hounslow) Limited3
England and Wales
100%
Physiotherapy service
England and Wales
100%
Urgent care service
England and Wales
100%
Hospital insourcing service
England and Wales
100%
Urgent care service
1. The subsidiaries of Premier Physical Healthcare Limited, all of which have been consolidated, at 31 March 2021 are as follows:
Subsidiary undertakings
Premier Ergonomics Limited
Core Ergonomics Limited
Country of incorporation
Percentage of
equity capital held Nature of business
England and Wales
100%
Provision of ergonomic risk assessments
England and Wales
90%
Provision of online health and safety
risk assessments
2. The subsidiaries of Vocare Limited, all of which have been consolidated, at 31 March 2021 are as follows:
Subsidiary undertakings
Country of incorporation
Percentage of
equity capital held Nature of business
Staffordshire Doctors Urgent Care Limited
England and Wales 100%
Urgent care service
Primary Care North East Community Interest Company England and Wales 66.67%
Urgent care service
Teesside Primary Care Community Interest Company England and Wales 100%
Urgent care service
Tyneside Primary Care Community Interest Company England and Wales 100%
Urgent care service
Teesside Urgent Care Community Interest Company England and Wales 100%
Urgent care service
3. The subsidiary of Greenbrook Healthcare (Hounslow) Limited, which has been consolidated, at 31 March 2021 is as follows:
Subsidiary undertakings
Country of incorporation
Percentage of
equity capital held Nature of business
Greenbrook Healthcare (Surrey) Limited
England and Wales
100%
Urgent care service
The Company also has an investment in a convertible loan note in Greenbrook Healthcare (Earl’s Court) Limited which transfers significant
control over the entity to Totally plc. Greenbrook Healthcare (Earl’s Court) Limited has therefore been consolidated at 31 March 2021.
73
FINANCIAL STATEMENTSAnnual Report for the year ended 31 March 2021 Totally plc
18. Business combination
On 20 June 2019, the Company completed the acquisition of the entire share capital of Greenbrook Healthcare (Hounslow)
Limited and the convertible loan note in Greenbrook Healthcare (Earl’s Court) Limited for a consideration of £11.5m on a cash-free
and debt-free basis with a normalised level of working capital. The table below sets out the adjustments to the purchase price to
reflect a normalised level of working capital which has resulted in an additional consideration payable of £4.7m.
Greenbrook is one of the leading providers of urgent care centres in London. The company was acquired as part of the Group’s
stated “buy and build strategy” and to bring new and complementary routes to the existing healthcare services offered by the
Group. Greenbrook’s urgent care services provide synergies with Totally plc’s existing subsidiary businesses, in particular Vocare,
and complement its business model of providing preventative and responsive healthcare in out-of-hospital settings in order
to improve people’s health and reduce NHS healthcare reliance, re-admissions and emergency admissions to hospital.
The assets and liabilities as at 20 June 2019 arising from the acquisition were as follows:
Property, plant and equipment
Right-of-use assets
Intangible assets: customer contracts
Trade receivables and other debtors
Cash in hand
Trade and other payables
Lease liabilities
Onerous contracts
Deferred tax
Convertible loan notes
Net assets acquired
Goodwill
Total consideration
Satisfied by:
Cash
Ordinary shares issued
Carrying amount
£000
Fair value
adjustment
£000
317
1,425
—
4,712
5,781
(6,964)
(1,425)
—
(34)
(50)
3,762
—
—
9,354
—
—
(763)
—
(529)
(1,438)
—
6,624
Fair value
£000
317
1,425
9,354
4,712
5,781
(7,727)
(1,425)
(529)
(1,472)
(50)
10,386
5,850
16,236
13,736
2,500
16,236
The goodwill is attributable to the knowledge and expertise of the workforce, the expectation of future contracts and the
operating synergies that arise from the Group’s strengthened market position. Any impairment charges will not be deductible
for tax purposes.
There were no acquisitions in the year ending 31 March 2021.
Net cash flow arising on acquisition
Cash consideration
Less: cash and cash equivalents acquired
Group
31 March 2020
£000
13,736
(5,781)
7,955
During the year £656,000 was received from escrow relating to liabilities provided on acquisition, £373,000 relating to Greenbrook
Healthcare (Hounslow) Limited and £283,000 relating to Vocare Limited.
74
FINANCIAL STATEMENTSTotally plc Annual Report for the year ended 31 March 2021Notes to the financial statements continuedFor the year ended 31 March 2021
19. Inventories
Consumables
Goods for resale
20. Trade and other receivables
Trade receivables
Other receivables
Social security and other taxes
Prepayments and accrued income
Amounts owed by Group undertakings
Group
31 March 2021
£000
Group
31 March 2020
£000
45
55
100
21
56
77
Group
31 March 2021
£000
Group
31 March 2020
£000
Company
31 March 2021
£000
Company
31 March 2020
£000
2,876
285
79
5,435
—
5,116
63
19
6,172
—
8,675
11,370
—
5
20
172
—
197
—
5
19
129
575
728
The creation of provision for impaired trade receivables is included in administration costs in the income statement.
The ageing analysis of trade receivables is as follows:
Under three months
Three to six months
Group
31 March 2021
£000
Group
31 March 2020
£000
Company
31 March 2021
£000
Company
31 March 2020
£000
2,134
742
2,876
3,228
1,888
5,116
—
—
—
—
—
—
There has been limited experience of bad debts over the history of the Group and therefore the provision for expected credit
losses in each period is immaterial. Other non-trade receivables do not contain impaired assets.
Amounts owed by Group undertakings are repayable on demand with no fixed repayment date.
21. Trade and other payables
Current
Trade payables
Social security and other taxes
Other creditors
Corporation tax
Accruals and deferred income
Amounts owing to Group undertakings
Non-current
Accruals and deferred income
Group
31 March 2021
£000
Group
31 March 2020
£000
Company
31 March 2021
£000
Company
31 March 2020
£000
5,854
1,487
1,246
15
7,587
1,849
555
19
17,528
14,357
—
—
26,130
24,367
100
134
306
—
422
116
135
23
—
127
20,037
20,999
13,056
13,457
1,080
1,080
786
786
20
20
18
18
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.
Amounts owed to Group undertakings are repayable on demand with no fixed repayment date.
75
FINANCIAL STATEMENTSAnnual Report for the year ended 31 March 2021 Totally plc
22. Contingent consideration
At 1 April 2019
Paid in the period
At 31 March 2020
Paid in the period
At 31 March 2021
Vocare
£000
322
(51)
271
(13)
258
Total
2021
£000
322
(51)
271
(13)
258
The remaining balance of contingent consideration relates to salary advances repayable quarterly as and when repaid by employees,
and is all classed as current in both years.
23. Financial liabilities – borrowings
Undrawn facilities
As at 31 March 2021 and 31 March 2020 the Group had no overdraft facilities.
Other borrowings
As at 31 March 2021 and 31 March 2020 the Group had the following finance lease obligations, including leases on right-of-use
assets recognised under IFRS 16:
Current
Non-current
31 March 2021
£000
31 March 2020
£000
564
2,432
2,996
1,449
2,729
4,178
Maturity of financial liabilities
The maturity of discounted lease liabilities relating to right-of-use assets is shown in note 16.
24. Financial instruments
The Group’s financial instruments comprise cash and various items, such as trade receivables and trade payables, that arise directly
from the Group’s activities and expose the Group to a number of risks including capital management risk, credit risk and liquidity risk.
Fair values of financial instruments
For the following financial assets and liabilities: 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 their short-term nature.
The Group’s activities expose it to a number of risks including capital management risk, credit risk and liquidity risk. The policies for
managing these risks are regularly reviewed and agreed by the Board.
It is 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
for 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 currently consists of cash and cash equivalents and equity attributable to holders of the parent,
comprising issued share capital, reserves and retained earnings. The Group continually looks at having the most appropriate capital
structure to enable it to maximise value to all stakeholders.
In the future, as the Group executes its expansion strategy, debt may be considered as part of the most appropriate capital structure.
If debt were to be introduced the Group would review the gearing ratio to monitor the capital return. This ratio would be calculated as
the total borrowings divided by total capital. Total borrowings include “current and non-current borrowings” as shown in the
Consolidated Statement of Financial Position. Total capital is calculated as “equity” as shown in the Consolidated Statement of
Financial Position plus total borrowings. The Group remains financed by its share capital and reserves and expects to fund future
working capital through equity. The table on the following page details analysis of the Group’s capital management structure.
76
FINANCIAL STATEMENTSTotally plc Annual Report for the year ended 31 March 2021Notes to the financial statements continuedFor the year ended 31 March 2021
24. Financial instruments continued
Capital management risk continued
Lease liabilities
Cash and cash equivalents
Net cash
Equity
Debt to equity ratio
31 March 2021
£000
31 March 2020
£000
(2,996)
14,797
11,801
33,973
8.82%
(4,178)
8,923
4,745
34,445
12.13%
Interest rate risk
The Group’s interest rate exposure arises mainly from the interest-bearing borrowings as disclosed in notes 16 and 23. All of the
Group’s facilities were floating rates excluding interest on finance leases, which exposed the entity to cash flow risk. As at 31 March 2021
there are no loans outstanding and no undrawn overdraft facilities available to the Group. Repayments and inferred interest rates
applicable to leases recognised on right-of-use assets under IFRS 16 are fixed and there is no material exposure to interest rate risk.
Foreign exchange risk
The Group operates mostly 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 risk.
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 expected credit losses made 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.
The majority of the Group’s customer base relates to Clinical Commissioning Groups and the provision for credit losses is
therefore considered to be immaterial. Ageing of debtors is shown in note 20.
Liquidity risk
Cash balances and borrowings are managed so as to maximise interest earned and minimise interest paid, while maintaining the
liquidity requirements of the business. When seeking borrowings, the Directors consider the commercial terms available and, in
consultation with their advisers, 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.
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the
balance sheet date to the contractual maturity date. The amounts disclosed in the table below are the contractual undiscounted
cash flows.
Less than one year
Between one and two years
Between two and five years
Over five years
31 March 2021
Trade and
other payables
£000
Lease liabilities
£000
31 March 2020
Total
£000
Trade and
other payables
£000
Lease liabilities
£000
26,130
—
1,080
—
27,210
602
513
913
1,240
3,268
26,732
22,189
513
1,993
1,240
—
1,558
—
30,478
23,747
1,573
527
1,034
1,523
4,657
Total
£000
23,762
527
2,592
1,523
28,404
77
FINANCIAL STATEMENTSAnnual Report for the year ended 31 March 2021 Totally plc
25. Share capital and reserves
(a) Share capital
Allotted, called up and fully paid (2020: 182,186,111)
182,192,777 ordinary shares of 10p each
2021
2020
18,219
18,219
The ordinary shares carry full voting rights, the right to attend general meetings of the Company and full rights to receive dividends.
The shares do not confer any right of redemption.
(1) In February 2021, 4,000 employee share options were exercised with nominal value of 10p for consideration of £1,080.
(2) In March 2021, 2,666 employee share options were exercised with nominal value of 10p for consideration of £720.
(b) Earnings/(loss) per share
Profit/(loss) before exceptional items
Effect of exceptional items
Profit/(loss) attributable to
owners of the parent
31 March 2021
31 March 2020
Earnings
£000
318
—
Basic loss
per share
0.17p
—
Diluted
loss per
share
0.17p
—
Earnings
£000
(905)
(1,928)
Basic loss
per share
(0.58)p
(1.24)p
Diluted
loss per
share
(0.58)p
(1.24)p
318
0.17p
0.17p
(2,833)
(1.82)p
(1.82)p
Weighted average number of ordinary shares
Dilutive effect of shares from share options
Fully diluted weighted average number of ordinary shares
2021
£000
2020
£000
182,187
155,696
2,552
—
184,739
155,696
Basic earnings/(loss) per share is calculated by dividing the profit/(loss) attributable to equity holders of the Company by the
weighted average number of ordinary shares in issue during the year. Dilutive potential ordinary shares are those share options
granted to employees where the exercise price is less than the average market price of the Company’s ordinary shares during the
period. For diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume conversion
of all dilutive potential ordinary shares unless there is a loss before exceptional items.
(c) 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.
(d) Retained earnings
This reserve records the accumulated profits and losses of the Group less dividends paid.
78
FINANCIAL STATEMENTSTotally plc Annual Report for the year ended 31 March 2021Notes to the financial statements continuedFor the year ended 31 March 2021
25. Share capital and reserves continued
(e) Share options
During the year to 31 March 2021, 2,606,554 share options were granted under a SAYE scheme. Details of all options in issue
during the period are as follows:
Grant date
Vesting
period
Exercise
price
Outstanding
at start
of period
Issued
in period
Exercised
in period
Surrendered/
cancelled
in period
Residual at
31 March 2021
Exercisable at
31 March 2021
Exercisable
from
Exercisable
to
11/11/2015 3 years
44.0p
250,000
11/11/2016 3 years
46.0p
76,694
29/12/2017 3 years
27.0p
467,989
31/01/2018 3 years
40.5p
263,000
31/01/2018 3 years
40.5p
202,000
20/06/2019 3 years
0.0p 9,000,000
31/12/2019 3 years
10.0p 3,346,200
—
—
—
—
—
—
—
—
—
—
250,000
250,000 11/11/2018 11/11/2025
(76,694)
—
—
—
—
(6,666)
(207,997)
—
—
—
—
253,326
263,000
202,000
182,660 01/02/2021 01/08/2021
263,000 31/01/2021 31/01/2028
202,000 31/01/2021 31/01/2028
— (3,000,000)
6,000,000
— 20/06/2022 20/12/2025
— (118,800)
3,227,400
— 01/02/2023 01/08/2023
09/12/2020 3 years
14.3p
— 2,606,554
—
—
2,606,554
— 01/02/2024 01/08/2024
13,605,883 2,606,554
(6,666) (3,403,491) 12,802,280
897,660
(f) Share warrants
Details of all warrants in issue during the year to 31 March 2021 are as follows:
Grant date
30/09/2008
Exercise period
Exercise price
Outstanding at
start of period
Issued in period
Expired/
exercised
in period
Residual at
31 March 2021
No expiry date
100p
350,000
—
—
350,000
26. Share-based employee remuneration
During the period ended 31 March 2021, the Group and Company had four share-based payment arrangements as described below.
(a) Company Share Option Plans
In January 2018, the Company introduced the Totally plc Company Share Option Plan to replace the existing EMI Scheme. The
Plan is designed to help recruit and retain employees of the Group and motivate them to achieve the Group’s business objectives.
The Plan allows the Company to grant tax-effective incentives to employees known as CSOP options. Options granted will vest
on the third anniversary of the date of grant and will expire on the tenth anniversary of the date of the grant.
The Company also has options in issue under the Totally plc Unapproved Share Option Plan. Options granted under this scheme
will vest on the third anniversary of the date of the grant and will expire on the tenth anniversary of the date of the grant.
The estimated fair value of each option has been calculated using the Black-Scholes option pricing model for the different
options granted.
Outstanding at 1 April
Granted
Exercised
Surrendered/cancelled
Outstanding at 31 March
Range of exercise price (pence)
Weighted average exercise price (pence)
Weighted average remaining life (years) – expected
Weighted average remaining life (years) – contractual
31 March 2021
Number
31 March 2021
Weighted
average price
Pence
31 March 2020
Number
31 March 2020
Weighted
average price
Pence
715,000
42
715,000
—
—
—
—
—
—
—
—
—
715,000
42
715,000
42
—
—
—
42
31 March 2021
31 March 2020
41–44
41–44
42
3
3
42
3
3
79
FINANCIAL STATEMENTSAnnual Report for the year ended 31 March 2021 Totally plc
26. Share-based employee remuneration continued
(b) Warrants
The estimated fair value of each warrant has been calculated using the Black Scholes option pricing model for differing warrants
granted. The estimated fair value of warrants varies between 0.01 pence and 0.49 pence. The model inputs are share price at
grant date, exercise price, expected volatility of 29 per cent, no expected dividends, maximum contractual life of three years, and a
risk-free interest rate of four per cent. A maximum three-year contractual life has been used to reflect the non-tradability of the
warrants compared to the actual contractual life in any cases in excess of three years. The full cost of the warrants is recognised at
the date of grant.
(c) Save As You Earn (“SAYE”) scheme
The SAYE scheme was introduced in December 2016 following shareholder approval. Options are granted for a period of three
years. Options are exercisable at a price based on the quoted market price of the Company’s shares at the time of invitation,
discounted by up to 20%. Options are forfeited if the employee leaves the Group before the options vest which impacts on the
number of options expected to vest. If an employee stops saving but continues in employment, this is treated as a cancellation
which results in an acceleration of the share-based payment charge in the income statement.
Principal terms of SAYE schemes
Number of options
Maximum award limit under the plan will be limited to contribution of £500 per month
Exercise price
Vesting period
10p, 14.3p, 27p and 46p
Three years
Performance conditions
None
Expiry conditions
Options are forfeited if the employee leaves the Group before the options have vested
The estimated fair value of each option has been calculated using the Black-Scholes option pricing model. The model inputs
for the 2020 scheme are share price at grant date, exercise price, expected volatility of 58%, contractual life of three years, and
a risk-free interest rate of (0.12)%. A reconciliation of option movements over the period is shown in note 25.
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 is assumed that options will be exercised within two years of the date on which they vest.
Outstanding at 1 April
Granted
Exercised
Surrendered/cancelled
Outstanding at 31 March
31 March 2021
Number
3,890,883
2,606,554
(6,666)
(403,491)
6,087,280
31 March 2021
Weighted
average price
Pence
13
14
27
26
13
Range of exercise price (pence)
Weighted average exercise price (pence)
Weighted average remaining life (years – expected)
Weighted average remaining life (years – contractual)
The Group recognised the following share-based payment expenses during the period:
SAYE
80
31 March 2020
Number
1,422,775
3,382,200
—
(914,092)
3,890,883
31 March 2020
Weighted
average price
Pence
28
10
—
26
13
31 March 2021
31 March 2020
10–46
10–46
13
3
3
13
3
3
31 March 2021
£000
31 March 2020
£000
120
120
64
64
FINANCIAL STATEMENTSTotally plc Annual Report for the year ended 31 March 2021Notes to the financial statements continuedFor the year ended 31 March 2021
26. Share-based employee remuneration continued
(d) Long-Term Incentive Plan (2019) (“LTIP”)
The purpose of the LTIP was to recognise the importance in retaining certain key individuals to drive the integration and
development of the business for the future. Shareholders approved the LTIP arrangements with effect from the Greenbrook
Admission Document. Awards will vest on a sliding scale dependent on the achievement of share price hurdles measured at the
vesting date from 25% of any award at a share price of 35p to 100% at 55p per share. Full details of the LTIP arrangements can be
found from page 126 of the Greenbrook Admission Document, which can be found at www.totallyplc.com/investor-relations/
reports-documents.
The estimated fair value of each option has been calculated using the Monte Carlo option pricing model for the different options
granted. The model inputs are share price at grant date, exercise price, expected volatility of 56.1%, expected dividends expressed
as a dividend yield of 2.5%, contractual life of three years, and a risk-free interest rate of 0.57%. A reconciliation of option
movements over the period is shown in note 25.
Outstanding at 1 April
Granted
Exercised
Surrendered/cancelled
Outstanding at 31 March
27. Company statement of changes in equity
Company
At 1 April 2019
Loss for the period
Cancellation of share premium account
Share issue
Expenses attached to equity issue
Dividend paid
Share-based credit
At 31 March 2020
Loss for the period
Share issue
Dividend paid
Share-based credit
At 31 March 2021
31 March 2021
Number
9,000,000
—
—
(3,000,000)
6,000,000
31 March 2021
Weighted
average price
Pence
—
—
—
—
—
Share
capital
£000
Share
premium
£000
5,979
16,408
31 March 2020
Number
—
10,500,000
—
(1,500,000)
9,000,000
Retained
earnings
£000
(4,252)
(3,637)
—
(450)
(455)
64
7,678
(3,733)
—
(911)
120
31 March 2020
Weighted
average price
Pence
—
—
—
—
—
Equity
shareholders’
funds
£000
18,135
(3,637)
—
12,240
(450)
(455)
64
25,897
(3,733)
2
(911)
120
3,154
21,375
—
—
—
—
—
—
—
2
—
—
2
(16,408)
16,408
—
—
12,240
—
—
—
18,219
—
—
—
—
18,219
The loss for the period dealt with in the financial statements of the parent company is shown above.
As permitted by Section 408 of the Companies Act 2006, no separate income statement is presented in respect of the parent company.
81
FINANCIAL STATEMENTSAnnual Report for the year ended 31 March 2021 Totally plc
Notes to the financial statements continued
For the year ended 31 March 2021
28. Employee information
The average number of persons employed by the Group (including Directors) during the period, analysed by category, was as follows:
Operational
Support
Staff costs for the above employees and Directors:
Wages and salaries
Social security costs
Share-based payments
Pension costs
Number of employees
31 March 2021
31 March 2020
1,552
276
1,828
1,403
249
1,652
31 March 2021
£000
31 March 2020
£000
39,980
3,605
120
3,288
46,993
37,180
3,374
64
2,882
43,500
No pension contributions were due at 31 March 2021 (31 March 2020: £nil).
The Group received £967,000 (2020: £nil) of government grants obtained to support the payroll of the Group’s employees.
The Company has elected to present this as reducing the related payroll expense.
The remuneration of the Directors together with other key management personnel is set out below:
Short-term employee benefits
Post-employment benefits
Share-based payments
Of which Directors’ remuneration is as follows:
Short-term employee benefits
Post-employment benefits
Share-based payments
31 March 2021
£000
31 March 2020
£000
1,739
93
25
1,857
1,944
112
20
2,076
31 March 2021
£000
31 March 2020
£000
708
36
19
763
711
36
17
764
Further information about the remuneration of individual Directors is provided in the audited part of the Directors’ Remuneration
Report on pages 42 and 43.
The share-based remuneration for employees and Directors was as follows:
Share-based
payments
SAYE
31 March 2021
31 March 2020
Key
management
personnel
£000
Directors
£000
11
8
19
—
6
6
Staff
£000
2
93
95
Total
£000
13
107
120
Key
management
personnel
£000
Directors
£000
15
2
17
2
1
3
Staff
£000
13
31
44
Total
£000
30
34
64
Further information about share-based payments is provided in note 26.
82
FINANCIAL STATEMENTSTotally plc Annual Report for the year ended 31 March 2021
29. Related party transactions
Group
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.
Key management compensation is shown in note 28.
Company
Funds are transferred within the Group dependent on the operational needs of individual companies and the Directors do not consider
it meaningful to set out the gross amounts of transfers between companies. In the year to 31 March 2021 an impairment charge of
£467,000 was made against an amount owed to the Company by a subsidiary (31 March 2020: £478,000). Amounts owed to and from
subsidiary undertakings are shown in notes 20 and 21.
As at 31 March 2021 there were no loans to Directors (2020: £nil).
30. Analysis of net cash
Cash at bank and in hand
Lease liabilities
Total
Cash at bank and in hand
Lease liabilities
Total
At
1 April 2020
8,923
(4,178)
4,745
At
1 April 2019
7,520
(4,026)
3,494
New lease
liability
Cash flows
recognised Accrued interest
5,874
1,648
7,522
Cash flows
1,403
1,638
3,041
—
(333)
(333)
New lease
liability
recognised
—
(1,555)
(1,555)
At
31 March 2021
14,797
(2,996)
11,801
—
(133)
(133)
Accrued
interest
At
31 March 2020
—
(235)
(235)
8,923
(4,178)
4,745
83
FINANCIAL STATEMENTSAnnual Report for the year ended 31 March 2021 Totally plc Company information
Company information
Registration number
03870101 (England and Wales)
Directors
Bob Holt (Chairman)
Wendy Lawrence (CEO)
Lisa Barter (Chief Financial Officer)
Gloria Cooke (Clinical Quality Director)
Michael Steel (Executive Director)
(appointed 20 June 2019 and resigned 10 July 2020)
Tony Bourne (Non-Executive Director)
Mike Rogers (Non-Executive Director)
Group Company Secretary
John Charlton
Legal advisers
BPE Solicitors LLP
St James House
St James Square
Cheltenham
GL50 3PR
Tel: +44 (0)1242 224433
Registered office
Cardinal Square West
10 Nottingham Road
Derby
DE1 3QT
Tel: +44 (0)20 3866 3330
Auditors
RPG Crouch Chapman LLP
5th Floor, 14–16 Dowgate Hill
London
EC4R 2SU
Tel: +44 (0)20 7782 0007
Nominated adviser and joint broker
Allenby Capital Limited
5 St. Helen’s Place
London
EC3A 6AB
Tel: +44 (0)20 3328 5656
Joint broker
Canaccord Genuity Ltd
88 Wood Street
London
EC2V 7QR
Tel: +44 (0)20 7523 8000
Financial PR
Yellow Jersey PR
7th Floor, 22 Upper Ground
London
SE1 9PD
Tel: +44 (0)203 735 8918
Bankers
National Westminster Bank Plc
9th Floor
3 Shortlands
Hammersmith
London W6 8DA
Registrar
Share Registrars Limited
The Courtyard
17 West Street
Farnham
Surrey
GU9 7DR
Tel: +44 (0)125 282 1390
84
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Totally plc
Cardinal Square West
10 Nottingham Road
Derby
DE1 3QT
+44 (0)20 3866 3330
info@totallyplc.com