30 Sep - 4 min read

Quarterly Progress Report

Quarterly Progress Report

TOTAL CLIENT SERVICES LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/025018/06)
Share code: TCS    ISIN: ZAE000116208
(“TCS” or “the Company”)


QUARTERLY PROGRESS REPORT


In terms of paragraph 1.11(c) of the Listings Requirements of the JSE Limited (“JSE”) pertaining to the
continuing obligations of suspended companies, shareholders are hereby provided with a quarterly
progress report on the current state of affairs of the Company.

The rectification of all outstanding compliance matters remains a priority for the Company, and the
completion and publication of all outstanding financial statements is the most important area of focus.

The Company is now primarily focused on rectifying its non-compliant status as a matter of urgency. The
main aspects of this process are:

-   Obtaining sufficient funding to execute the Company’s compliance plan (“Compliance Plan”);
-   Settlement with the South African Revenue Service (“SARS”);
-   Completion of outstanding audits and financial statements; and
-   Statutory compliance matters (Board of Directors, Committees, CEO, Chairman).

Funding:

The Company has the support of its major shareholder, Isinqi Investment Holdings Proprietary Limited
(holding 43%), to implement the Compliance Plan, which includes the necessary financial support required
for such a process. This is however, contingent on the Company retaining its listed status and having the
listing re-instated.

These shareholders and financiers have committed to support the Company financially and provide the
Company with unsecured funding to:

1. settle the SARS debt;
2. settle historical matters with the current auditors up to February 2017; and
3. cover the costs to complete 2018-2021 audits and financial statements.

SARS:

The Company is required to present SARS with a revised settlement offer to clear all outstanding debt and
regain full tax compliance. Should SARS accept this proposal, payment can be made immediately, and
the process could be concluded by the end of October 2021.

Financial Statements:

2017:

Although the auditors, BDO South Africa Incorporated (“BDO”) already completed the work for the
financial year ended 28 February 2017, they still need to sign off on the financial statements. The
Company and BDO have recently reached an agreement on the way forward. The Company is required to
settle at least fifty percent of the outstanding account, upon which the auditors will start proceedings to
conclude the outstanding matters. The balance of the account needs to be settled on completion.

The Company intends to make said payment early in October 2021. The auditors have indicated that they
would require three to six weeks to complete their work, which means that the annual financial statements
for the year ended 28 February 2017 could be ready for publication by mid-November 2021.

2018-2021:

Due to the outstanding debt owed to BDO, the relationship has deteriorated somewhat, and the Company
deemed it appropriate to engage with alternative auditors to perform the remainder of the work, being the
completion of the audit for the outstanding financial statements from 31 August 2017 to date. A key point
of these discussions was the accelerated timeline required in terms of our Compliance Plan. The
alternative auditors have agreed to the scope of engagement and are standing by for further instructions.
They will however, require BDO to complete their current process before taking any action. When the
Company changes its independent auditor, it will be announced on SENS in compliance with the JSE
Listings Requirements.

This process could be completed over a four-month period, commencing in November 2021 and ending
by March 2022. The intention is to prepare and release financial statements and reports in a consecutive
order during this period. Once this has been completed, the Company can circulate its annual reports to
Shareholders and convene all required annual general meetings.

The Company has secured the necessary funding to facilitate this process.

Statutory matters:

The Company recognises that it also needs to address the following:

-   appoint a minimum of two additional directors to the Board;
-   appoint a Chief Executive Officer and a permanent Chairman;
-   appoint duly constituted audit, remuneration and social and ethics committees; and
-   adopt a broader diversity policy.

The Company has thus far identified appropriate candidates for the respective appointments and will
address the above matters before the end of December 2021.

Operational update:

Regardless of the remaining constraints, the operational focus remains on improving performance and
creating a stable and sustainable business.

The Company is constantly increasing and adjusting its marketing activities to raise awareness of its
products and services. The focus is not only on traditional government clients, but also on potential
applications in the private sector.

The primary focus of the Company at this stage is to have the suspension lifted and the listing reinstated.
The Company is focused on actions and activities to establish a compliant and sustainable business and
provide the necessary comfort to all parties concerned.


Centurion
30 September 2021

Designated Adviser
Merchantec Capital

Date: 30-09-2021 04:15:00
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