Company registration number 09187893 (England and Wales)
TRUESPEED COMMUNICATIONS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
TRUESPEED COMMUNICATIONS LTD
COMPANY INFORMATION
Directors
Mr C A Osborne
Mr A P M Jones
Mr E P Bruegger
Mr I Shervell
Mr P Burridge
Mr J Lowther
Ms L C Harrington
Ms M Torroais Albuquerque Leal
(Appointed 28 February 2023)
Secretary
Mr P J Mulcahy
Company number
09187893
Registered office
Pinesgate West
Lower Bristol Road
Bath
BA2 3DP
Auditor
UHY Hacker Young
Bradbury House
Mission Court
Newport
Gwent
United Kingdom
NP20 2DW
TRUESPEED COMMUNICATIONS LTD
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 26
TRUESPEED COMMUNICATIONS LTD
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
There have not been any changes in the principal activities of the company in the year under review. The company continues to roll out its business plan and the directors expect revenues to continue to ramp up and results to improve as more sites are fully commissioned.
As shown in the profit and loss account on page 8, the company's revenue increased by 23% compared with 2022, to £6,625,819 from £5,397,659.
The operating loss was £12,876,776 for the year to 31 December 2023 compared to an operating loss of £8,924,337 for the year to 31 December 2022.
At 31 December 2023 the company had net liabilities of £84,899,689 (2022: £59,157,020) as shown by the balance sheet on page 10.
The results and financial position are in line with the company's business plan. The company is in its development phase and continues to receive the support of its financiers. Refer to Note 15 for details of borrowings.
Development and performance
The company operates in a highly competitive market which is a continuing risk to the company and could result in losing sales to its key competitors. The company manages this risk by focusing on quality of service.
The company's activities expose it to a number of financial risks including price risk, credit risk, cash flow risk and liquidity risk. The company does not use derivative financial instruments for speculative purposes.
Cash flow risk
The company's activities expose it to the financial risks of changes in foreign currency exchange rates. The company does not actively manage foreign currency exposure.
Credit Risk
The company's principal financial assets are cash, and trade and other receivables.
The company's credit risk is primarily attributed to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables.
The company has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.
Liquidity risk
In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the company uses a mixture of long term equity and medium term debt finance.
Mr P Burridge
Director
22 August 2024
TRUESPEED COMMUNICATIONS LTD
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.
Principal activities
The principal activity of the company in the year under review was that of telecoms and provision of internet services.
Results and dividends
The results for the year are set out on page 8. A fair review of the business is set out in the strategic report on page 1.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr C A Osborne
Mr A P M Jones
Mr S K McLachlan
(Resigned 28 February 2023)
Mr E P Bruegger
Mr I Shervell
Mr P Burridge
Mr J Lowther
Ms L C Harrington
Ms M Torroais Albuquerque Leal
(Appointed 28 February 2023)
Auditor
The auditor, UHY Hacker Young, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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 company’s auditor 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 company’s auditor is aware of that information.
Going concern
The company is in the early stages of its development. The directors are satisfied with progress to date, notwithstanding the loss sustained in the year to 31 December 2023 of £25,749,419 (2022: £17,626,373), the net current liabilities at 31 December 2023 of £12,561,129 (2022: £4,651,850) and the deficit on shareholders funds of £84,899,689 (2022: £59,157,020).
Net current liabilities includes £1,987,000 (2022: £1,987,000) of shareholder loans. The net deficit also includes gross borrowings of £156,401,139 (2022: £116,183,103) from Aviva Investors Infrastructure Income No. 6 Limited which owns shares in the company, refer to notes 15 and 19.
The directors have prepared a detailed business plan and rolling cash flow forecasts. The company has access to a facility with Aviva Investors Infrastructure Income No.6 Limited of up to £175m, as detailed in note 15. On this basis the directors have concluded that the company will be able to meet its liabilities as they fall due for the foreseeable future and hence it is appropriate to continue to adopt the going concern basis in the preparation of these financial statements.
Demand for gigabit-capable broadband services continues to increase, driven by higher-quality video streaming, more connected devices per home, and new use cases such as Cloud services, smart-home devices, and gaming.
TRUESPEED COMMUNICATIONS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
On behalf of the board
Mr P Burridge
Director
22 August 2024
TRUESPEED COMMUNICATIONS LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
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 company and of the profit or loss of the company for that period. 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;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
TRUESPEED COMMUNICATIONS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TRUESPEED COMMUNICATIONS LTD
- 5 -
Opinion
We have audited the financial statements of Truespeed Communications Ltd (the 'company') for the year ended 31 December 2023 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the 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:
give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 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 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.
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 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 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:
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.
TRUESPEED COMMUNICATIONS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TRUESPEED COMMUNICATIONS LTD
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its 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 financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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 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 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 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 misstatements in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the relevant sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006;
we assessed the extent of compliance with laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company's financial statements to material misstatements, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
TRUESPEED COMMUNICATIONS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TRUESPEED COMMUNICATIONS LTD
- 7 -
To address risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from the financial statements, 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.
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.
Mr John Griffiths (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young
22 August 2024
Chartered Accountants
Statutory Auditor
Newport
Gwent
United Kingdom
TRUESPEED COMMUNICATIONS LTD
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
£
£
Turnover
3
6,625,819
5,397,659
Cost of sales
(949,192)
(740,585)
Gross profit
5,676,627
4,657,074
Administrative expenses including exceptional costs totalling £1,152,520 (2022: £nil)
4
(18,553,403)
(13,581,411)
Operating loss
5
(12,876,776)
(8,924,337)
Interest receivable and similar income
8
64,349
2,039
Interest payable and similar expenses
9
(12,936,992)
(8,704,075)
Loss before taxation
(25,749,419)
(17,626,373)
Tax on loss
10
Loss for the financial year
(25,749,419)
(17,626,373)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
TRUESPEED COMMUNICATIONS LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
£
£
Loss for the year
(25,749,419)
(17,626,373)
Other comprehensive income
-
-
Total comprehensive income for the year
(25,749,419)
(17,626,373)
TRUESPEED COMMUNICATIONS LTD
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
11
1,980,949
1,273,514
Tangible assets
12
80,990,897
59,098,066
82,971,846
60,371,580
Current assets
Debtors
13
1,266,739
1,006,848
Cash at bank and in hand
1,717,714
2,474,235
2,984,453
3,481,083
Creditors: amounts falling due within one year
14
(15,545,582)
(8,132,933)
Net current liabilities
(12,561,129)
(4,651,850)
Total assets less current liabilities
70,410,717
55,719,730
Creditors: amounts falling due after more than one year
15
(155,310,406)
(114,876,750)
Net liabilities
(84,899,689)
(59,157,020)
Capital and reserves
Called up share capital
19
156,308
156,173
Share premium account
20
309,846
303,231
Profit and loss reserves
(85,365,843)
(59,616,424)
Total equity
(84,899,689)
(59,157,020)
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 22 August 2024 and are signed on its behalf by:
Mr P Burridge
Director
Company registration number 09187893 (England and Wales)
TRUESPEED COMMUNICATIONS LTD
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
155,038
247,616
(41,990,051)
(41,587,397)
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
(17,626,373)
(17,626,373)
Issue of share capital
19
1,135
55,615
-
56,750
Balance at 31 December 2022
156,173
303,231
(59,616,424)
(59,157,020)
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(25,749,419)
(25,749,419)
Issue of share capital
19
135
6,615
-
6,750
Balance at 31 December 2023
156,308
309,846
(85,365,843)
(84,899,689)
TRUESPEED COMMUNICATIONS LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
25
(12,176,603)
(9,093,493)
Interest paid
(2,857,015)
(8,704,075)
Net cash outflow from operating activities
(15,033,618)
(17,797,568)
Investing activities
Purchase of intangible assets
(1,278,541)
(1,283,689)
Purchase of tangible fixed assets
(24,797,308)
(20,361,047)
Proceeds from disposal of tangible fixed assets
157,142
Interest received
64,349
2,039
Net cash used in investing activities
(25,854,358)
(21,642,697)
Financing activities
Proceeds from issue of shares
6,750
56,750
Further loan advances (net of repayments)
40,124,705
40,185,968
Net cash generated from financing activities
40,131,455
40,242,718
Net (decrease)/increase in cash and cash equivalents
(756,521)
802,453
Cash and cash equivalents at beginning of year
2,474,235
1,671,782
Cash and cash equivalents at end of year
1,717,714
2,474,235
TRUESPEED COMMUNICATIONS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
1
Accounting policies
Company information
Truespeed Communications Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Pinesgate West, Lower Bristol Road, Bath, BA2 3DP.
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.
1.2
Going concern
The company is in the early stages of its development. The directors are satisfied with progress to date, notwithstanding the loss sustained in the year to 31 December 2023 of £25,749,419 (2022: £17,626,373), the net current liabilities at 31 December 2023 of £12,561,129 (2022: £4,651,850) and the deficit on shareholders funds of £84,899,689true (2022: £59,157,020).
Net current liabilities includes £1,987,000 (2022: £1,987,000) of shareholder loans. The net deficit also includes gross borrowings of £156,401,139 (2022: £116,183,103) from Aviva Investors Infrastructure Income No. 6 Limited which owns shares in the company, refer to notes 15 and 19.
The directors have prepared a detailed business plan and rolling cash flow forecasts. The company has access to a facility with Aviva Investors Infrastructure Income No.6 Limited of up to £175m, as detailed in note 15. On this basis the directors have concluded that the company will be able to meet its liabilities as they fall due for the foreseeable future and hence it is appropriate to continue to adopt the going concern basis in the preparation of these financial statements.
Demand for gigabit-capable broadband services continues to increase, driven by higher-quality video streaming, more connected devices per home, and new use cases such as Cloud services, smart-home devices, and gaming.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from contracts for the provision of services is recognised on an accruals basis based on the contractual terms and amounts.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
TRUESPEED COMMUNICATIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
Amortisation 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:
Software
4 years
IP addresses
4 years
Website costs
4 years
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:
Plant and machinery
25% straight line
Motor vehicles
25% straight line
Network infrastructure
4% straight line
Assets in the course of construction are not depreciated.
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.
1.6
Impairment of fixed assets
At each reporting period end date, the company 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.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
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.
TRUESPEED COMMUNICATIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.8
Financial instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
TRUESPEED COMMUNICATIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.9
Equity instruments
Equity instruments issued by the company 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 company.
1.10
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.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.13
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
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.
TRUESPEED COMMUNICATIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’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.
Going concern
The company is in the early stages of its development and the directors are satisfied with progress to date, notwithstanding the loss sustained in the year to 31 December 2023 of £25,749,419. The company has access to a facility with Aviva Investors Infrastructure Income No. 6 Limited of up to £175m to facilitate the next phase of its development. The directors have concluded that it is appropriate for the company to continue as a going concern.
In making their judgement, the directors have prepared a detailed business plan and rolling cash flow forecasts and in conjunction with the company's resources and obligations, have concluded that the company will be able to meet its liabilities as they fall due for the foreseeable future. Further detail is provided in note 1.2.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Tangible fixed assets
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending in a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
Software development
The company has capitalised £1,897,687 of internally generated software development costs. The directors believe that the technical, commercial and financial feasibility can be demonstrated.
The costs are being amortised over 4 years.
The assessment of technical, commercial and financial feasibility involves significant judgement. The choice of useful economic life also includes significant judgement and the choice of life can have a significant effect on the company's results.
Deferred tax
The company has approximately £82 million of tax losses carried forward. A deferred tax asset has not been recognised in the financial statements because there is currently insufficient certainty on the reversal of the asset.
TRUESPEED COMMUNICATIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
3
Turnover and other revenue
An analysis of the company's turnover is as follows:
2023
2022
£
£
Turnover analysed by class of business
ISP and ancilliary services
6,625,819
5,397,659
2023
2022
£
£
Other revenue
Interest income
64,349
2,039
4
Exceptional item
2023
2022
£
£
Expenditure included within administrative expenses
Redundancy costs
1,152,520
-
1,152,520
-
5
Operating loss
2023
2022
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange losses
3,868
6,076
Fees payable to the company's auditor for the audit of the company's financial statements
18,325
17,600
Depreciation of owned tangible fixed assets
2,835,906
2,109,289
(Profit)/loss on disposal of tangible fixed assets
(88,571)
6,112
Amortisation of intangible assets
571,106
154,707
Operating lease charges
1,231,437
785,486
TRUESPEED COMMUNICATIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Engineering
119
96
Sales & Marketing
57
43
IT
21
18
Management
7
10
Admin
16
9
Total
220
176
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
5,761,750
4,484,012
Social security costs
1,136,073
922,903
Pension costs
376,539
305,641
7,274,362
5,712,556
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
671,712
550,908
Company pension contributions to defined contribution schemes
20,319
31,441
692,031
582,349
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2022 - 4).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
343,423
245,833
Company pension contributions to defined contribution schemes
12,800
12,500
TRUESPEED COMMUNICATIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
62,954
644
Other interest income
1,395
1,395
Total income
64,349
2,039
2023
2022
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
62,954
644
9
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
12,405,818
8,156,684
Other interest on financial liabilities
531,047
547,391
12,936,865
8,704,075
Other finance costs:
Other interest
127
12,936,992
8,704,075
10
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
(25,749,419)
(17,626,373)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
(6,056,263)
(3,349,011)
Unutilised tax losses carried forward
6,056,263
3,349,011
Taxation charge for the year
-
-
The company has approximately £82 million (2022: £57 million) of tax losses carried forward. A deferred tax asset has not been recognised because there is currently insufficient certainty on the reversal of the asset.
TRUESPEED COMMUNICATIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
11
Intangible fixed assets
Software
IP addresses
Website costs
Total
£
£
£
£
Cost
At 1 January 2023
809,015
644,276
1,453,291
Additions - internally developed
1,088,672
41,243
1,129,915
Additions - separately acquired
148,626
148,626
At 31 December 2023
1,897,687
792,902
41,243
2,731,832
Amortisation and impairment
At 1 January 2023
74,854
104,923
179,777
Amortisation charged for the year
377,720
190,950
2,436
571,106
At 31 December 2023
452,574
295,873
2,436
750,883
Carrying amount
At 31 December 2023
1,445,113
497,029
38,807
1,980,949
At 31 December 2022
734,161
539,353
1,273,514
12
Tangible fixed assets
Assets under construction
Plant and machinery
Motor vehicles
Network infrastructure
Total
£
£
£
£
£
Cost
At 1 January 2023
17,346,323
2,230,606
580,036
43,774,081
63,931,046
Additions
18,245,394
1,223,704
98,433
5,229,777
24,797,308
Disposals
(8,312)
(352,792)
(361,104)
Transfers
(5,283,163)
5,283,163
At 31 December 2023
30,308,554
3,445,998
325,677
54,287,021
88,367,250
Depreciation and impairment
At 1 January 2023
804,580
273,135
3,755,265
4,832,980
Depreciation charged in the year
639,888
116,364
2,079,654
2,835,906
Eliminated in respect of disposals
(1,766)
(288,634)
(2,133)
(292,533)
At 31 December 2023
1,442,702
100,865
5,832,786
7,376,353
Carrying amount
At 31 December 2023
30,308,554
2,003,296
224,812
48,454,235
80,990,897
At 31 December 2022
17,346,323
1,426,026
306,901
40,018,816
59,098,066
TRUESPEED COMMUNICATIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
13
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
110,203
62,989
Other debtors
338,937
125,679
Prepayments and accrued income
817,599
818,180
1,266,739
1,006,848
14
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
494,519
3,278,320
Taxation and social security
806,676
448,378
Other creditors
2,401,772
2,167,187
Accruals and deferred income
11,842,615
2,239,048
15,545,582
8,132,933
Included within other creditors are shareholder loans totalling £1,987,000 (2022: £1,987,000) from certain holders of Ordinary A or Ordinary C shares.
Included within accruals, is accrued interest payable of £9,771,026 (2022: £nil) on the Aviva Investors Infrastructure Income No.6 Limited loan.
15
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Other borrowings
16
155,310,406
114,876,750
TRUESPEED COMMUNICATIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
15
Creditors: amounts falling due after more than one year
(Continued)
- 23 -
The other borrowings relate to finance from Aviva Investors Infrastructure Income No. 6 Limited, a related party by virtue of its shareholding in the company (refer to note 18). Aviva Investors Infrastructure Income No. 6 Limited had advanced £18,326,258 at 31 December 2018, a further £18,118,271 was advanced during 2019, an additional £21,138,794 was advanced during 2020, a further £18,816,095 was advanced during 2021, a further £39,783,685 was advanced during 2022 and a further £40,218,036 was advanced during the year. The fixed interest rates on the loans are 8.75% to 9.25% per annum. The balance outstanding at 31 December 2023 is net of unamortised finance costs of £1,090,733 (2022: £1,399,684) including arrangement fees and related professional fees. The finance fees are being amortised over 10 years from the initial drawdown; the charge in the year was £308,951 (2022: £308,952).
The company has access to an existing facility with Aviva Investors Infrastructure Income No. 6 Limited. The overall facilities agreed are up to £175 million with a fixed interest rate of 8.75% to 9.25% per annum.
Repayment amounts will be based on "excess cash" determined in accordance with the criteria set out in the loan facility.
The loan is secured against the assets of the company.
Aviva Investors Infrastructure Income No. 6 Limited received Ordinary D1 shares as part of the initial financing that entitle it to 45% of the voting rights of the company and 45% of any distribution. Aviva Investors Infrastructure Income No. 6 Limited also received Redeemable E1 shares which carry no voting rights but do entitle the holders to participate in distributions. At the year end, Aviva Investors Infrastructure Income No. 6 Limited held 30 Redeemable E1 shares in the company (refer to note 19 for further details).
16
Loans and overdrafts
2023
2022
£
£
Other loans
155,310,406
114,876,750
Payable after one year
155,310,406
114,876,750
See note 15 for details of borrowings.
17
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
376,539
305,641
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
At the year end the company had outstanding pension contributions of £91,911 (2022: £122,937), this amount being included within creditors due within one year.
TRUESPEED COMMUNICATIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
18
Share-based payment transactions
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 January 2023
3,212,577
3,765,530
0.50
0.50
Granted
1,160,000
0.50
Exercised
(13,500)
(113,500)
0.50
0.50
Expired
(227,000)
(439,453)
0.50
0.50
Outstanding at 31 December 2023
4,132,077
3,212,577
0.50
0.50
Exercisable at 31 December 2023
1,224,977
1,210,477
0.50
0.50
The options outstanding at 31 December 2023 had an exercise price of 50p, and a remaining contractual life of 3 to 7 years.
The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the “vesting date”).
At 31 December 2023, the company had issued a total of 4,132,077 share options and nil warrants. Of these, 2,907,100 share options are only exercisable in the event of an exit.
The company had a "pool" of unallocated 50p options authorised of 904,025 at 31 December 2023 (2022: 1,837,025).
During the year, the company granted 1,160,000 share options out of the pool.
13,500 share options were exercised during the year and 227,000 share options lapsed during the year where they returned to the pool.
19
Share capital
2023
2022
£
£
Ordinary share capital
Issued and fully paid
130,807 Ordinary A shares of £1 each
130,807
130,807
130,800 Ordinary B shares of 1p each
1,308
1,308
2,419,167 Ordinary C shares of 1p each
24,192
24,057
100 Ordinary D1 shares of 1p each
1
1
30 Redeemable E1 of 1p each
-
-
156,308
156,173
TRUESPEED COMMUNICATIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
19
Share capital
(Continued)
- 25 -
The Ordinary A and Ordinary B shares carry one vote per share; the Ordinary C shares carry 1/4 vote per share. The Ordinary D1 shares as a class carry 45% of the voting rights of all shares in issue at any time. The Redeemable E1 shares have no voting rights.
The Ordinary D1 shares have the right to 45% of any profits available for distribution and are entitled to 45% of any surplus on a wind up. The Redeemable E1 shares are entitled to 1% of any profits available for distribution for each Redeemable E1 share held and are entitled to 1% of any surplus on a wind up for each Redeemable E1 share held. The Ordinary A shares, Ordinary B shares and Ordinary C shares rank pari passu with regards to distributions.
The Redeemable E1 shares are redeemable at par based on predetermined criteria set out in a shareholders agreement.
During the year 13,500 share options were exercised. These share options had an exercise price of £0.50. This resulted in 13,500 Ordinary C £0.01 shares being issued at £0.50 each.
20
Share premium account
The share premium reserve contains the premium arising on issue of equity shares, net of issue expenses.
21
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2023
2022
£
£
Within one year
778,847
616,340
Between two and five years
400,586
975,411
In over five years
222,500
252,500
1,401,933
1,844,251
22
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
During the year and the prior period the company received finance from Aviva Investors Infrastructure Income No. 6 Limited as detailed in note 14. Aviva Investors Infrastructure Income No. 6 Limited received Ordinary D1 shares as part of the financing that entitle it to 45% of the voting rights of the company and 45% of any distribution. Aviva Investors Infrastructure Income No. 6 Limited also received Redeemable E1 shares which carry no voting rights but do entitle the holders to participate in distributions. Interest of £12,405,818 was incurred during the year of which £2,628,507 was paid during the year (2022: £8,156,684 incurred and £8,156,684 paid).
The company has loans from shareholders totalling £1,987,000 (2022: £1,987,000); these amounts are included in creditors: amounts falling due within one year. Interest of £222,096 was incurred during the year of which £222,096 was paid during the year (2022: £238,440 incurred and £238,440 paid).
TRUESPEED COMMUNICATIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
23
Directors' transactions
Description
% Rate
Opening balance
Interest charged
Amounts repaid
Closing balance
£
£
£
£
Loan
2.00
93,331
1,593
(94,924)
-
93,331
1,593
(94,924)
-
24
Comparative reclassification
Certain costs have been reclassified (from costs of sales to administrative expenses, from administrative expenses to costs of sales and from costs of sales to turnover) as the directors believe that this provides a more accurate reflection on the true nature of the costs.
25
Cash absorbed by operations
2023
2022
£
£
Loss for the year after tax
(25,749,419)
(17,626,373)
Adjustments for:
Finance costs
12,936,992
8,704,075
Investment income
(64,349)
(2,039)
(Gain)/loss on disposal of tangible fixed assets
(88,571)
6,112
Amortisation and impairment of intangible assets
571,106
154,707
Depreciation and impairment of tangible fixed assets
2,835,906
2,109,289
Movements in working capital:
Increase in debtors
(259,891)
(487,364)
Decrease in creditors
(2,358,377)
(1,951,900)
Cash absorbed by operations
(12,176,603)
(9,093,493)
26
Analysis of changes in net debt
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
2,474,235
(756,521)
1,717,714
Borrowings excluding overdrafts
(114,876,750)
(40,433,656)
(155,310,406)
(112,402,515)
(41,190,177)
(153,592,692)
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