Company registration number 08373544 (England and Wales)
COUNTY BROADBAND HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
LB GROUP
The Octagon Suite E2
2nd Floor Middleborough
Colchester
Essex
CO1 1TG
COUNTY BROADBAND HOLDINGS LIMITED
COMPANY INFORMATION
Directors
J R A East - Non-Executive Chairman
L I Felton - Chief Executive Officer
T Roberts - Chief Financial Officer
I Shervell - Non-Executive Director
M J O'Connor - Non-Executive Director
(Appointed 1 January 2023)
M T A Leal -Non-Executive Director
(Appointed 18 May 2023)
Secretary
G Reading
Company number
08373544
Registered office
Old Bourchiers Hall
New Road
Aldham
Colchester
Essex
UK
CO6 3QU
Auditor
LB Group Limited (Colchester)
The Octagon
Suite E2, 2nd Floor
Middleborough
Colchester
CO1 1TG
COUNTY BROADBAND HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Group income statement
7
Group statement of comprehensive income
8
Group statement of financial position
9
Company statement of financial position
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 26
COUNTY BROADBAND HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

Review of the business

County Broadband Holdings Limited (the “Company”) via its wholly owned subsidiary County Broadband Limited (“CBL”) continued the expansion of its full fibre networks to the premises in East Anglia. The Company continues to build additional homes passed, connecting fibre customers and growing the revenue stream. As expected, the Company has incurred budgeted losses arising from a substantial expansion of its staff and other overheads before generating income from new fibre customers. This was anticipated, and specific allowance was made for it in the substantial funding received from Aviva Investors.

The beginning of this major expansion is reflected in the accounts for the year. Turnover has increased from £4.69m to £4.73m, but following an increase in overheads referred to above, the loss before taxation increased from £17.3m to £27.7m. The directors expect this trend to continue while the fibre networks are being constructed. They also expect substantial long term revenue to flow from the completed networks in due course.

Principal risks and uncertainties

The main risk to the company continues to be the general condition of the economy but the directors are confident that the company is well placed to deal with any issues as they arise, given the increased value of the fibre build assets in the year.

Development and performance

The company's aim is to continue to achieve growth in terms of market share, homes passed for connections and profitability in future years.

Key performance indicators

Given the straightforward nature of the business, the company's directors are of the opinion that a more detailed analysis, using key performance indicators, is not necessary to understand the development, performance or position of the business.

Other information and explanations

The Company conducted a redundancy process during the year, reducing headcount from 286 to 134. By reducing costs the Company is now expected to reach positive EBITDA in Q1 2025, without the need for further funding.

The directors look forward to continued growth in customers and revenue in the current year.

On behalf of the board

L I Felton - Chief Executive Officer
Director
4 April 2024
COUNTY BROADBAND HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

J R A East - Non-Executive Chairman
L I Felton - Chief Executive Officer
T Roberts - Chief Financial Officer
S McLachlan - Non-Executive Director
(Resigned 6 March 2023)
I Shervell - Non-Executive Director
M J O'Connor - Non-Executive Director
(Appointed 1 January 2023)
M T A Leal -Non-Executive Director
(Appointed 18 May 2023)
Auditor

LB Group (Colchester) was appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that it be re-appointed will be put at a General Meeting.

 

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

 

The company has chosen to set out in the strategic report information required in the directors' report such as:

 

On behalf of the board
L I Felton - Chief Executive Officer
Director
4 April 2024
COUNTY BROADBAND HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

COUNTY BROADBAND HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF COUNTY BROADBAND HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of County Broadband Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 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, 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.

 

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 the group's and parent company’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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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 our audit:

COUNTY BROADBAND HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COUNTY BROADBAND HOLDINGS LIMITED
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in 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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

COUNTY BROADBAND HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COUNTY BROADBAND HOLDINGS LIMITED
- 6 -

To address the risk of fraud through management bias and override of controls, we:

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.

Shaun Roberts (Senior Statutory Auditor)
For and on behalf of LB Group Limited (Colchester)
4 April 2024
Chartered Accountants
Statutory Auditor
The Octagon Suite E2
2nd Floor Middleborough
Colchester
Essex
CO1 1TG
COUNTY BROADBAND HOLDINGS LIMITED
GROUP INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
2023
2022
Notes
£
£
Turnover
2
4,742,885
4,685,775
Cost of sales
(3,855,764)
(2,164,748)
Gross profit
887,121
2,521,027
Administrative expenses
(20,299,614)
(14,760,206)
Other operating income
-
6,826
Operating loss
5
(19,412,493)
(12,232,353)
Interest receivable and similar income
29,648
1,649
Interest payable and similar expenses
8
(8,364,077)
(5,054,359)
Loss before taxation
(27,746,922)
(17,285,063)
Tax on loss
9
-
0
-
0
Loss for the financial year
(27,746,922)
(17,285,063)
Loss for the financial year is all attributable to the owners of the parent company.
COUNTY BROADBAND HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
£
£
Loss for the year
(27,746,922)
(17,285,063)
Other comprehensive income
Share based payment transactions
2,071
2,197
Total comprehensive income for the year
(27,744,851)
(17,282,866)
Total comprehensive income for the year is all attributable to the owners of the parent company.
COUNTY BROADBAND HOLDINGS LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
10
56,708,459
39,558,214
Current assets
Debtors
13
932,485
942,409
Cash at bank and in hand
1,391,919
5,131,952
2,324,404
6,074,361
Creditors: amounts falling due within one year
14
(4,238,893)
(4,327,712)
Net current (liabilities)/assets
(1,914,489)
1,746,649
Total assets less current liabilities
54,793,970
41,304,863
Creditors: amounts falling due after more than one year
15
(117,634,203)
(76,400,245)
Net liabilities
(62,840,233)
(35,095,382)
Capital and reserves
Called up share capital
18
223
223
Share premium account
970,465
970,465
Profit and loss reserves
(63,810,921)
(36,066,070)
Total equity
(62,840,233)
(35,095,382)
The financial statements were approved by the board of directors and authorised for issue on 4 April 2024 and are signed on its behalf by:
04 April 2024
L I Felton - Chief Executive Officer
Director
COUNTY BROADBAND HOLDINGS LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
11
250,950
250,950
Current assets
Debtors
13
740,930
738,859
Cash at bank and in hand
90
90
741,020
738,949
Net current assets
741,020
738,949
Net assets
991,970
989,899
Capital and reserves
Called up share capital
18
223
223
Share premium account
970,465
970,465
Profit and loss reserves
21,282
19,211
Total equity
991,970
989,899

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The Company’s result for the year was NIL (2022: NIL).

The financial statements were approved by the board of directors and authorised for issue on 4 April 2024 and are signed on its behalf by:
04 April 2024
L I Felton - Chief Executive Officer
Director
Company Registration No. 08373544
COUNTY BROADBAND HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
223
970,465
(18,783,204)
(17,812,516)
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
(17,285,063)
(17,285,063)
Credit to equity for equity settled share-based payments
17
-
-
2,197
2,197
Balance at 31 December 2022
223
970,465
(36,066,070)
(35,095,382)
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(27,746,922)
(27,746,922)
Charge to equity for equity settled share-based payments
17
-
-
2,071
2,071
Balance at 31 December 2023
223
970,465
(63,810,921)
(62,840,233)
COUNTY BROADBAND HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
223
970,465
17,014
987,702
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
-
-
0
Credit to equity for equity settled share-based payments
17
-
-
2,197
2,197
Balance at 31 December 2022
223
970,465
19,211
989,899
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
-
0
Charge to equity for equity settled share-based payments
17
-
-
2,071
2,071
Balance at 31 December 2023
223
970,465
21,282
991,970
COUNTY BROADBAND HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
23
(17,530,057)
(7,598,994)
Interest paid
(5,257,472)
(5,054,359)
Net cash outflow from operating activities
(22,787,529)
(12,653,353)
Investing activities
Purchase of tangible fixed assets
(19,130,255)
(15,753,962)
Interest received
29,648
1,649
Net cash used in investing activities
(19,100,607)
(15,752,313)
Financing activities
Loan drawdown
38,148,103
33,133,020
Net cash generated from financing activities
38,148,103
33,133,020
Net (decrease)/increase in cash and cash equivalents
(3,740,033)
4,727,354
Cash and cash equivalents at beginning of year
5,131,952
404,598
Cash and cash equivalents at end of year
1,391,919
5,131,952
COUNTY BROADBAND HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
1
Accounting policies
Company information

County Broadband Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Old Bourchiers Hall, New Road, Aldham, Colchester, Essex, UK, CO6 3QU.

 

The group consists of County Broadband Holdings Limited and County Broadband Limited. The registered office address for both companies is Old Bourchiers Hall, New Road, Aldham, Colchester, Essex, UK, CO6 3QU.

 

All subsidiaries have been included within the consolidated financial statements.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Basis of consolidation

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

COUNTY BROADBAND HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -

The consolidated group financial statements consist of the financial statements of the parent company County Broadband Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

1.3
Going concern

The group has net liabilities at the year end of £62.8m (2022: £35.1m) and net current liabilities of circa £1.9m (2022: £1.7m net assets) however the group holds a Development Finance Agreement with Aviva Investors Infrastructure Income No.6C1 Limited which provides significant funding for the ongoing development activities and operations of the business and the directors have received written confirmation from Aviva Investors Infrastructure Income No.6C1 Limited that said agreement provides for the group to meet its obligations for at least 12 months from the date these financial statements are signed. With this, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.

1.4
Turnover

Turnover from contracts for the provision of broadband services is recognised when it is earned. Subscription fees, consisting primarily of monthly charges for access to broadband and other internet access or voice services, are recognised as turnover over the associated subscription period.

 

Turnover from the sale of peripheral and other equipment are recognised when all of the significant risks and rewards of ownership are transferred to the buyer, which is normally the date the equipment is delivered and accepted by the customer or when installation takes place, if this is a different date.

1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Office improvements
25% Straight-line
Equipment & furniture & fittings
25% Straight-line
Office equipment
25% Straight-line
Established network & core build
12.5% Straight-line
Fibre build
5% and 12.5% Straight-line
CAP costs
25% Straight-line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

COUNTY BROADBAND HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.6
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

1.7
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

1.10
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

COUNTY BROADBAND HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.13
Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each statement of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

 

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).

 

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the statement of comprehensive income over the remaining vesting period.

 

Where equity instruments are granted to persons other than employees, the statement of comprehensive income is charged with the fair value of goods and services received.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Services rendered
4,676,194
3,597,505
Grants received
849,158
1,704,351
Promotional sales
(168,592)
(189,188)
Installation sales
(613,875)
(426,893)
4,742,885
4,685,775
2023
2022
£
£
Other revenue
Interest income
29,648
1,649

All revenue had been received within the UK during the financial year.

Above turnover breakdown is presented gross of discounts given for installation & promotional purposes. Adjustments for promotional sales and installation sales are both within the services rendered turnover class.

COUNTY BROADBAND HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
3
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Share-based payments

County Broadband Holdings Limited issued equity-settled share-based payments to certain employees of County Broadband Limited on their behalf. Equity settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight line basis over the vesting period, based on the company's estimate of shares that will eventually vest. Fair value is measured by the use of most recent external fundraising valuations based on appropriate assumptions with reference to market and non-market conditions.

Depreciation and impairment

The company reviews depreciation policies applied on a regular basis to ensure they are still consistent and a fair reflection of the assets useful life.

 

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

No impairment has been identified to date.

4
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
3,850
3,850
Audit of the financial statements of the company's subsidiaries
44,000
40,050
47,850
43,900
COUNTY BROADBAND HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
5
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses/(gains)
1,195
(12,447)
Depreciation of owned tangible fixed assets
1,959,972
1,371,352
Loss on disposal of tangible fixed assets
12,490
-
Share-based payments
2,071
2,197
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Senior Management
8
14
-
-
Mid Level Management
23
14
-
-
Administration
44
27
-
-
Sales/ Operations
33
25
-
-
Build/ Operations
90
65
-
-
Operations
67
29
-
-
Connections/ Operations
12
24
-
-
Total
277
198
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
12,403,210
8,670,278
-
0
-
0
Pension costs
208,577
141,672
-
0
-
0
12,611,787
8,811,950
-
0
-
0
COUNTY BROADBAND HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
361,693
390,600
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
191,653
210,600
8
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
8,364,077
5,054,359
9
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(27,746,922)
(17,285,063)
Expected tax charge based on the standard rate of corporation tax in the UK of 19% (2021: 19%)
-
-
Taxation charge in the financial statements
-
-
COUNTY BROADBAND HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
10
Tangible fixed assets
Group
Office improvements
Assets under construction
Equipment & furniture & fittings
Office equipment
Established network & core build
Fibre build
CAP costs
Total
£
£
£
£
£
£
£
£
Cost
At 1 January 2023
11,572
13,950,506
899,229
588,074
1,552,933
25,561,132
28,938
42,592,384
Additions
-
0
18,388,733
141,343
128,148
367,113
104,918
-
0
19,130,255
Disposals
-
0
-
0
(609,835)
(42,049)
-
0
-
0
-
0
(651,884)
Transfers
-
0
(20,178,418)
-
0
-
0
-
0
20,178,418
-
0
-
0
At 31 December 2023
11,572
12,160,821
430,737
674,173
1,920,046
45,844,468
28,938
61,070,755
Depreciation and impairment
At 1 January 2023
5,560
-
0
690,783
222,102
298,498
1,788,315
28,912
3,034,170
Depreciation charged in the year
2,893
-
0
113,565
147,718
222,259
1,473,512
25
1,959,972
Eliminated in respect of disposals
-
0
-
0
(609,835)
(22,011)
-
0
-
0
-
0
(631,846)
At 31 December 2023
8,453
-
0
194,513
347,809
520,757
3,261,827
28,937
4,362,296
Carrying amount
At 31 December 2023
3,119
12,160,821
236,224
326,364
1,399,289
42,582,641
1
56,708,459
At 31 December 2022
6,012
13,950,506
208,446
365,972
1,254,435
23,772,817
26
39,558,214
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
COUNTY BROADBAND HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Tangible fixed assets
(Continued)
- 22 -

Assets under construction represents cost of components, materials and labour required for fibre build projects. These components, materials and labour will be utilised on future projects as part of the expansion of infrastructure.

11
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
12
-
0
-
0
250,950
250,950
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
250,950
Carrying amount
At 31 December 2023
250,950
At 31 December 2022
250,950
12
Subsidiaries

The following are subsidiary undertakings of the company:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
County Broadband Limited
Old Bouchiers Hall, New Road, Aldham, Colchester, Essex, CO6 3QU
Provision of wireless communication servces
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
County Broadband Limited
(63,581,253)
(27,746,922)
COUNTY BROADBAND HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
13
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
357,789
434,841
-
0
-
0
Amounts owed by group undertakings
-
-
740,930
738,859
Other debtors
251,154
345,595
-
0
-
0
Prepayments and accrued income
323,542
161,973
-
0
-
0
932,485
942,409
740,930
738,859
14
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Other borrowings
67,385
46,635
-
0
-
0
Trade creditors
417,430
2,343,322
-
0
-
0
Other taxation and social security
201,159
233,146
-
-
Other creditors
1,131,140
526,615
-
0
-
0
Accruals and deferred income
2,421,779
1,177,994
-
0
-
0
4,238,893
4,327,712
-
0
-
0

A fixed and floating charge created on 24 May 2019 in favour of Aviva Investors Infrastructure Income No.6 Limited exists over all the property and undertaking of the company.

 

A fixed charge created on 24 March 2022 in favour of Aviva Investors Infrastructure Income No.6 Limited exists over all the property and undertaking of the company.

15
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Other borrowings
117,634,203
76,400,245
-
0
-
0

A fixed and floating charge created on 24 May 2019 in favour of Aviva Investors Infrastructure Income No.6 Limited exists over all the property and undertaking of the company.

 

A fixed charge created on 24 March 2022 in favour of Aviva Investors Infrastructure Income No.6 Limited exists over all the property and undertaking of the company.

 

Other creditors includes loans from Aviva Investors Infrastructure Income No.6 Limited of £117,634,203 (2022: £76,400,245) which involve a monthly financial covenant that was not breached during the year.

COUNTY BROADBAND HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
16
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
208,577
141,672

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

17
Share-based payment transactions

During the year, the company provided £2,071 of previously held charges (2022: £2,229) which related to equity settled share based payment transactions.

Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 January 2023
162,902
147,889
0.15
0.15
Granted
33,641
24,392
0.15
0.15
Forfeited
(64,716)
(9,379)
0.15
0.15
Exercised
-
-
0.15
0.15
Outstanding at 31 December 2023
131,827
162,902
0.15
0.15
Exercisable at 31 December 2023
96,907
93,244
0.15
0.15

The valuation of the share options price outstanding at the end of the year was £0.15 (2022: £0.15) and their weighted average contractual life was 10 years.

 

The following information is relevant in the determination of the fair value of options granted during the current and previous years under the equity-settled share based remuneration schemes operated by County Broadband Holdings Limited.

Valuation has been calculated using the Black Scholes model, the inputs are as follows:
2023
2022
Weighted average share price
0.46
0.46
Weighted average exercise price
0.46
0.46
Expected volatility
0.25
0.25
Risk free rate
0.01
0.01
Liabilities and expenses

An external valuation was used to value the share-based payment awards as it was considered that this approach would result in materially accurate estimate of the fair value of options granted.

 

The volatility assumption, measured at the standard deviation of expected share price returns, is based on a statistical analysis of daily share prices over the last three years of comparable publicly quoted companies.

COUNTY BROADBAND HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
18
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A of 0.01p each
1,056,860
1,056,860
106
106
Ordinary B of 0.01p each
1,172,000
1,172,000
117
117
2,228,860
2,228,860
223
223
19
Financial commitments, guarantees and contingent liabilities

Contingent Asset

 

During the year the company made a claim against a former contractor in respect of liquidated damages for late delivery of projects, this figure has been calculated using the formula provided in the signed framework agreement put in place with the former contractor.

 

Should the company be successful, and having taken legal advice, the estimated claim would be in the region of £680 - £880k including estimated future legal fees.

 

 

Contingent Liability

 

During the year the company received a claim from a former contractor relating to claims for loss of earnings due to the level of work supplied not meeting expectations

 

The directors, having taken legal advice, have assessed that the likelihood that the former contractor's claim would succeed in court is less than probable but (acknowledging the inherent uncertainty in any legal dispute) is more than remote.

 

Should the claimant be successful the estimated liability would be in the region of £6.6 - £7.0 million, including estimated future legal fees.

20
Operating lease commitments

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
80,823
26,628
-
-
Between two and five years
63,648
10,174
-
-
144,471
36,802
-
-
COUNTY BROADBAND HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
21
Related party transactions

During the year the company entered into the following transactions with related parties:

 

At the year end County Broadband Limited owed £0 (2022: £1,214) to Letzrent Limited, a company of which Terfel Roberts is a Director and Shareholder.

 

During the year County Broadband Limited paid £10,800 (2022: £9,000) to Letzrent Limited, a company of which Terfel Roberts is a Director and Shareholder, for expenses in the year.

22
Directors' transactions

No guarantees have been given or received.

23
Cash absorbed by group operations
2023
2022
£
£
Loss for the year after tax
(27,746,922)
(17,285,063)
Adjustments for:
Finance costs
8,364,077
5,054,359
Investment income
(29,648)
(1,649)
Loss on disposal of tangible fixed assets
12,490
-
Depreciation and impairment of tangible fixed assets
1,959,972
1,371,352
Equity settled share based payment expense
2,071
2,197
Movements in working capital:
Decrease in debtors
9,924
1,871,482
(Decrease)/increase in creditors
(102,021)
1,388,328
Cash absorbed by operations
(17,530,057)
(7,598,994)
24
Analysis of changes in net debt - group
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
5,131,952
(3,740,033)
1,391,919
Borrowings excluding overdrafts
(76,446,880)
(41,254,708)
(117,701,588)
(71,314,928)
(44,994,741)
(116,309,669)
2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2023.300No description of principal activityJ R A East - Non-Executive ChairmanL I Felton - Chief Executive OfficerT Roberts - Chief Financial OfficerS McLachlan - Non-Executive DirectorI Shervell - Non-Executive DirectorM J O'Connor - Non-Executive DirectorM T A Leal -Non-Executive DirectorG Readingfalse08373544bus:Consolidated2023-01-012023-12-31083735442023-01-012023-12-3108373544bus:Director12023-01-012023-12-3108373544bus:Director22023-01-012023-12-3108373544bus:Director32023-01-012023-12-3108373544bus:Director52023-01-012023-12-3108373544bus:Director62023-01-012023-12-3108373544bus:Director72023-01-012023-12-3108373544bus:CompanySecretary12023-01-012023-12-3108373544bus:Director42023-01-012023-12-3108373544bus:RegisteredOffice2023-01-012023-12-3108373544bus:Consolidated2023-12-3108373544bus:Consolidated2022-01-012022-12-31083735442022-01-012022-12-31083735442023-12-3108373544bus:Consolidated2022-12-3108373544core:LandBuildingscore:LeasedAssetsHeldAsLesseebus:Consolidated2023-12-3108373544core:ConstructionInProgressAssetsUnderConstructionbus:Consolidated2023-12-3108373544core:PlantMachinerybus:Consolidated2023-12-3108373544core:FurnitureFittingsbus:Consolidated2023-12-3108373544core:ComputerEquipmentbus:Consolidated2023-12-3108373544core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipmentbus:Consolidated2023-12-3108373544core:Non-standardPPEClass2ComponentTotalPropertyPlantEquipmentbus:Consolidated2023-12-3108373544core:LandBuildingscore:LeasedAssetsHeldAsLesseebus:Consolidated2022-12-3108373544core:ConstructionInProgressAssetsUnderConstructionbus:Consolidated2022-12-3108373544core:PlantMachinerybus:Consolidated2022-12-3108373544core:FurnitureFittingsbus:Consolidated2022-12-3108373544core:ComputerEquipmentbus:Consolidated2022-12-3108373544core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipmentbus:Consolidated2022-12-3108373544core:Non-standardPPEClass2ComponentTotalPropertyPlantEquipmentbus:Consolidated2022-12-3108373544core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3108373544core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3108373544core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-3108373544core:Non-currentFinancialInstrumentscore:AfterOneYear2022-12-3108373544core:CurrentFinancialInstruments2023-12-3108373544core:CurrentFinancialInstruments2022-12-3108373544core:ShareCapitalbus:Consolidated2023-12-3108373544core:ShareCapitalbus:Consolidated2022-12-3108373544core:SharePremiumbus:Consolidated2023-12-3108373544core:SharePremiumbus:Consolidated2022-12-3108373544core:ShareCapital2023-12-3108373544core:ShareCapital2022-12-3108373544core:SharePremium2023-12-3108373544core:SharePremium2022-12-3108373544core:RetainedEarningsAccumulatedLosses2023-12-3108373544core:ShareCapitalbus:Consolidated2021-12-3108373544core:SharePremiumbus:Consolidated2021-12-3108373544core:RetainedEarningsAccumulatedLossesbus:Consolidated2021-12-3108373544core:RetainedEarningsAccumulatedLossesbus:Consolidated2022-12-3108373544core:RetainedEarningsAccumulatedLossesbus:Consolidated2023-12-3108373544core:ShareCapital2021-12-3108373544core:SharePremium2021-12-3108373544core:RetainedEarningsAccumulatedLosses2021-12-3108373544core:RetainedEarningsAccumulatedLosses2022-12-31083735442022-12-3108373544core:RetainedEarningsAccumulatedLosses2022-01-012022-12-3108373544core:RetainedEarningsAccumulatedLosses2023-01-012023-12-3108373544bus:Consolidated2021-12-3108373544core:LandBuildingscore:LongLeaseholdAssets2023-01-012023-12-3108373544core:PlantMachinery2023-01-012023-12-3108373544core:FurnitureFittings2023-01-012023-12-3108373544core:ComputerEquipment2023-01-012023-12-3108373544core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2023-01-012023-12-3108373544core:Non-standardPPEClass2ComponentTotalPropertyPlantEquipment2023-01-012023-12-3108373544core:LandBuildingscore:LeasedAssetsHeldAsLesseebus:Consolidated2022-12-3108373544core:ConstructionInProgressAssetsUnderConstructionbus:Consolidated2022-12-3108373544core:PlantMachinerybus:Consolidated2022-12-3108373544core:FurnitureFittingsbus:Consolidated2022-12-3108373544core:ComputerEquipmentbus:Consolidated2022-12-3108373544core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipmentbus:Consolidated2022-12-3108373544core:Non-standardPPEClass2ComponentTotalPropertyPlantEquipmentbus:Consolidated2022-12-3108373544bus:Consolidated2022-12-3108373544core:LandBuildingscore:LeasedAssetsHeldAsLesseebus:Consolidated2023-01-012023-12-3108373544core:ConstructionInProgressAssetsUnderConstructionbus:Consolidated2023-01-012023-12-3108373544core:PlantMachinerybus:Consolidated2023-01-012023-12-3108373544core:FurnitureFittingsbus:Consolidated2023-01-012023-12-3108373544core:ComputerEquipmentbus:Consolidated2023-01-012023-12-3108373544core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipmentbus:Consolidated2023-01-012023-12-3108373544core:Non-standardPPEClass2ComponentTotalPropertyPlantEquipmentbus:Consolidated2023-01-012023-12-3108373544bus:Consolidated12023-01-012023-12-3108373544core:CurrentFinancialInstrumentsbus:Consolidated2023-12-3108373544core:CurrentFinancialInstrumentsbus:Consolidated2022-12-3108373544core:Non-currentFinancialInstrumentsbus:Consolidated2023-12-3108373544core:Non-currentFinancialInstrumentsbus:Consolidated2022-12-3108373544core:Non-currentFinancialInstruments2023-12-3108373544core:Non-currentFinancialInstruments2022-12-3108373544core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2023-12-3108373544core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2022-12-3108373544bus:PrivateLimitedCompanyLtd2023-01-012023-12-3108373544bus:FRS1022023-01-012023-12-3108373544bus:Audited2023-01-012023-12-3108373544bus:ConsolidatedGroupCompanyAccounts2023-01-012023-12-3108373544bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP