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Registered number: 10733181









HOLDING JDR LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
HOLDING JDR LIMITED
 
 
COMPANY INFORMATION


DIRECTORS
P M Bak 
Ms M Cupial-Zgryzek 
M P Hassa 




COMPANY SECRETARY
EBS Corporate Services Limited



REGISTERED NUMBER
10733181



REGISTERED OFFICE
Innovation Centre
Gallows Hill

Warwick

CV34 6UW




INDEPENDENT AUDITORS
Peters Elworthy & Moore
Chartered Accountants & Statutory Auditors

Salisbury House

Station Road

Cambridge

CB1 2LA





 
HOLDING JDR LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 3
Directors' Report
 
4 - 5
Independent Auditors' Report
 
6 - 9
Statement of Comprehensive Income
 
10
Balance Sheet
 
11
Statement of Changes in Equity
 
12
Notes to the Financial Statements
 
13 - 23


 
HOLDING JDR LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

INTRODUCTION
 
The directors present their Strategic Report for the year ended 31 December 2023.
Holding JDR Limited is an intermediate holding company. The majority of the Strategic Report focuses on the activities of the JDR Group, and in particular to the activities of the main trading company, JDR Cable Systems Limited.

STRATEGY
 
Our business serves the renewable energy, oil, gas, onshore and offshore energy infrastructure markets, serving a global customer base. Over the last decade JDR Cable Systems Limited (“JDR”) has been transformed into a multifaceted company that can partner with customers through the complete product and project lifecycle; from design to manufacture and global service support. The infrastructure investments we have made enable us to support our global customer network.
JDR is part of the Tele-Fonika Kable family of companies. Tele-Fonika Kable S.A., a trusted partner of many years, has supported JDR in achieving our leadership position in renewables and sees JDR’s oil and gas cable and umbilical technology and the Company’s global reach in the offshore energy sector as a significant platform for growth.
JDR develops its strategies around a strategic plan covering short term objectives, medium term initiatives and long terms goals focusing around people development and technology leadership.
This plan, which is reviewed and updated annually, has 3 main objectives:
 
Technology Leadership, through innovation across our product portfolio
Strong customer partnerships and joint KPI management, providing relationship style growth
Continuous improvement in Manufacturing, Sourcing, Engineering & Project Management (KPI driven)

The strategic plan aims to deliver an operational blueprint for growth which encompasses all areas of the business and all teams. The three objectives above continue to guide the strategy of the company.
In September 2021 JDR announced its plans to open a new state-of-the-art subsea cable manufacturing facility in Cambois, near Blyth, Northumberland. Construction began towards the end of 2022, and the facility is expected to open in 2025, creating 170 high-quality local jobs on completion and safeguarding 270 jobs at JDR’s existing facilities. The initial project investment is estimated at £130m, which has been part funded by a grant from the DESNZ Offshore Wind Manufacturing Investment Support (OWMIS) scheme. JDR and TFK have raised the remaining funding with support from financial institutions and UK Export Finance. The new facility is the first stage of JDR’s plans to expand its product portfolio to support the growing global renewable energy market, adding high voltage export and long length array cables to its existing capacity and product capabilities. The start of facility construction work at the new facility was officially celebrated at a ground-breaking event at the end of 2022, with construction activities continuing throughout 2023 and 2024.
JDR are responding to increasing demands from customers who are now elevating their tender review and scoring to favour suppliers who have a strong robust plan to improve their E&S performance and demonstrate sustainability. This follows the commitments made by governments around the world to reducing our impact on climate change. The Company supports these commitments and has implemented several initiatives to reduce their carbon emissions from within their operations. The Company continues to report their activities through the publication of their annual CSR Report, through the Carbon Disclosure Project (CDP) platform and using several other sustainability disclosure platforms, for example Ecovadis.

Page 1

 
HOLDING JDR LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

BUSINESS REVIEW
 
This business reviews focuses on the activities of JDR Cable Systems Limited, the main trading subsidiary of the Company.
Despite continued uncertainty in the Oil & Gas sector, revenues in that sector have held up, with significant revenue growth in 2023, and is expected to grow further in 2024, with significant backlog secured.
There is a lot of growth in the Renewable Energy sector as a whole, and JDR will benefit from a growing Renewable Energy market over the coming years. 2023 saw a similar revenue in this sector compared to 2022. Projects are often very large and span a long time-frame, and as such a change in project delivery phasing can have a significant impact on any one year.
JDR continues to offer full product lifecycle support for a growing range of product lines and continues to invest in R&D to ensure our products excel technically.
Importantly, Order Intake (the level of contracts awarded to JDR) was £111m in 2023 (down from a very high £142m in 2022), with significant contracts won in all markets, securing a large proportion of 2024 revenue and profitability. 2024 is expected to see an increase in contracts awarded to ensure continued revenue growth and profitability in the years to come. The lifecycle of our projects spans many months from award to delivery so this gives us excellent visibility and confidence going into 2024 and beyond. This will also be significantly and positively impacted by the new manufacturing facility being built near Blyth.
FINANCIAL REVIEW
The Company is an intermediate holding company. Activity during the year is limited to administrative expenses, inter-group recharges and loan interest.
Each trading subsidiary measures a range of operational and financial metrics to help us manage our performance.

FUTURE DEVELOPMENTS AND OUTLOOK
 
The Company has seen recent success in being awarded a number of high value and high profile jobs which will be delivered over the coming months and years and the Directors are confident that this will help drive performance. This is supported by continued development of a diverse portfolio of products, design engineering and investments in plant and equipment. Over the past years, JDR’s commissioned an additional umbilical and cable lay-up machine in 2017, provided further opportunity for growth and the acquisition into the Tele-Fonika Kable family increased JDR’s financial stability and market influence, with access to even more diverse products, geographies and customers. The construction of a new state-of-the-art subsea cable manufacturing facility in Cambois, near Blyth, Northumberland, which began during 2022 and is expected to complete in 2025, will also help the Company to deliver increased growth by adding high voltage export and long length array cables to its existing capacity and product capabilities.
The continued move by UK, European and other global governments and utilities toward offshore wind, tidal and wave energy, coupled with our relationship with Tele-Fonika Kable, a major global cable supplier, presents the Company with exciting opportunities for growth in this sector.
Additionally, in Oil & Gas, JDR operates in a highly specialised market, and is one of a small number of companies that manufactures subsea production umbilicals and power cables that provide the vital connection between offshore facilities. Significant new energy resources are predominantly found offshore in increasingly deeper water, which underpins demand for the Company’s products, services and technical innovations. We believe new discoveries of oil and gas, particularly offshore in West Africa, Australia, Asia, Brazil and the Middle East will offer significant growth opportunities for the Company. Above that, we are also exploring opportunities to support our Oil & Gas customers in their energy transition journey.

Page 2

 
HOLDING JDR LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

FINANCIAL RISK MANAGEMENT
 
As an interim holding company, the Company’s activities do not expose it to significant financial risks as these are managed within the subsidiary companies or on a Group basis. The key financial risks are that of liquidity and going concern; the Company enjoys support from parent and related entities as well as external lenders to meet its working capital needs.

STAKEHOLDER ENGAGEMENT
 
The Board gives consideration to all stakeholder needs when performing their duties.
Key stakeholders include JDR’s employees, customers, suppliers and the communities in which we operate. JDR uses a range of methods to engage with employees including regular “all-hands” briefings and more regular communications as well as engaging third parties to carry out engagement surveys and benchmarking. JDR also enjoys close partnership with many of our key suppliers and customers and we carry out regular audit programmes and “mood monitors” as part of these long term relationships.
Results of this feedback are used to help inform the Boards decisions, in particular in relation to key strategic decisions such as investment appraisals, remuneration and commercial matters, where the needs of individual stakeholder groups are balanced against the wider requirement to promote the long term success of the company for the benefit of its members as a whole.
JDR have started a number of Environmental, Social and Governance improvement initiatives during the year. We have updated our procedures and policies addressing Anti-Bribery and Corruption, Modern Slavery and we have made improvements with the launch of our Human Rights Due Diligence process as part of our Responsible Sourcing Code. The latter is required for any supplier who wishes to engage in business with JDR. Additional initiatives were commenced in 2021 in the area of Sustainability, with the company completing a gap analysis to inform our action plan for improving JDR’s performance in terms of sustainability. JDR have engaged a specialist sustainability company to enable the company to fully evaluate all sources of emissions produced by the business, and in particular those related to supply-chain and scope 3 carbon emissions. This work will provide the company with series of new opportunities and initiates to reducing the impact of our operations on the environment.

This report was approved by the board and signed on its behalf by:





P M Bak
Director

Date: 16 September 2024

Page 3

 
HOLDING JDR LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

PRINCIPAL ACTIVITY

The principal activity of the company is to act as a holding company.

DIVIDENDS

The loss for the year, after taxation, amounted to £14.718m (2022 - £9.511m). The directors do not propose a dividend.

DIRECTORS

The directors who served during the year were:

P M Bak 
Ms M Cupial-Zgryzek 
M P Hassa 

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Page 4

 
HOLDING JDR LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

This report was approved by the board and signed on its behalf by:
 





P M Bak
Director

Date: 16 September 2024

Page 5

 
HOLDING JDR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOLDING JDR LIMITED
 

OPINION


We have audited the financial statements of Holding JDR Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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.


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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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.


Page 6

 
HOLDING JDR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOLDING JDR LIMITED (CONTINUED)


OTHER INFORMATION


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
 

In 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 directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


RESPONSIBILITIES OF DIRECTORS
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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.


Page 7

 
HOLDING JDR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOLDING JDR LIMITED (CONTINUED)


AUDITORS' 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 Auditors' 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.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Audit procedures performed by the engagement team to identify and assess the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, were as follows:
 
we identified the laws and regulations applicable to the Company through discussions with management, and from our commercial knowledge and experience of the sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements, including FRS 102, the Companies Act 2006 and taxation legislation, or the operations of the Company including data protection, employment and health and safety legislation;
we obtained an understanding of the Company’s policies and procedures on compliance with laws and regulations, including documentation of any instances of non-compliance;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and
identified laws and regulations were communicated within the audit engagement 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 misstatement, 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.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of fraud through management bias and override of controls. In addressing the risk of fraud through management bias and override of controls we:
 
tested the appropriateness of journal entries and other adjustments;
designed procedures to identify unexpected and unusual journal entries and performed testing to confirm the validity of such postings;
assessed whether the accounting judgements made in the financial statements were indicative of potential bias; and
evaluated the business rationale of any significant transactions that were unusual or outside the normal course of business.

 
Page 8

 
HOLDING JDR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOLDING JDR LIMITED (CONTINUED)


AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
 
agreeing financial statement disclosures to underlying supporting documentation; and
enquiring of management as to actual and potential litigation and claims.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 2006Our 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 Auditors' 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.





Michael Hewett (Senior Statutory Auditor)
  
for and on behalf of
Peters Elworthy & Moore
 
Chartered Accountants
Statutory Auditors
  
Salisbury House
Station Road
Cambridge
CB1 2LA

17 September 2024
Page 9

 
HOLDING JDR LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£000
£000

  

Administrative expenses
  
(61)
(40)

OPERATING LOSS
 4 
(61)
(40)

Interest payable and similar expenses
 8 
(14,657)
(9,471)

LOSS BEFORE TAX
  
(14,718)
(9,511)

Tax on loss
 9 
-
-

LOSS FOR THE FINANCIAL YEAR
  
(14,718)
(9,511)

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2023 (2022 - £NIL).

The notes on pages 13 to 23 form part of these financial statements.

Page 10

 
HOLDING JDR LIMITED
REGISTERED NUMBER: 10733181

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

FIXED ASSETS
  

Investments
 10 
125,897
108,097

  
125,897
108,097

CURRENT ASSETS
  

Debtors: amounts falling due within one year
 11 
11
11

Cash at bank and in hand
 12 
103
122

  
114
133

Creditors: amounts falling due within one year
 13 
(2,524)
(52,250)

NET CURRENT LIABILITIES
  
 
 
(2,410)
 
 
(52,117)

TOTAL ASSETS LESS CURRENT LIABILITIES
  
123,487
55,980

Creditors: amounts falling due after more than one year
 14 
(147,204)
(64,979)

  

NET LIABILITIES
  
(23,717)
(8,999)


CAPITAL AND RESERVES
  

Called up share capital 
 17 
-
-

Profit and loss account
 18 
(23,717)
(8,999)

SHAREHOLDERS' FUNDS
  
(23,717)
(8,999)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




P M Bak
Director

Date: 16 September 2024

The notes on pages 13 to 23 form part of these financial statements.

Page 11

 
HOLDING JDR LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


AT 1 JANUARY 2022
-
512
512



Loss for the year
-
(9,511)
(9,511)



AT 1 JANUARY 2023
-
(8,999)
(8,999)



Loss for the year
-
(14,718)
(14,718)


AT 31 DECEMBER 2023
-
(23,717)
(23,717)


The notes on pages 13 to 23 form part of these financial statements.

Page 12

 
HOLDING JDR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


GENERAL INFORMATION

Holding JDR Limited is a private company, limited by shares, registered in England and Wales. The company's registered office is Innovation Centre, Gallows Hill, Warwick, United Kingdom, CV34 6UW.

2.ACCOUNTING POLICIES

 
2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Tele-Fonika Holdings Limited as at 31 December 2023 and these financial statements may be obtained from Innovation Centre, Gallows Hill, Warwick, United Kingdom, CV34 6UW.

 
2.3

EXEMPTION FROM PREPARING CONSOLIDATED FINANCIAL STATEMENTS

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 13

 
HOLDING JDR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.ACCOUNTING POLICIES (CONTINUED)

 
2.4

GOING CONCERN

The Company trades solely with other group companies.
As at 31 December 2023 the Company's current liabilities exceeded its current assets by £2.4m (2022 - £52.1m) and had net liabilities of £23.7m (2022 - £9.0m).
As at 31 December 2023, the Company owed £2.5m to Tele-Fonika S.A., a company under common control. This trade balance is included within creditors: amounts falling due within one year. The Company also owed Tele-Fonika S.A. loans totalling £147.2m, of which £74.5m is due for repayment in August 2029 and £72.7m is due for repayment in May 2032. Consequently these are included within creditors: amounts falling due after more than one year.
The directors have prepared have prepared a five year forecast and received a letter of support from a related company under common ownership, Tele-Fonika Kable S.A. to provide financial support to allow the company to meet it obligations as they fall due for 12 months from the date of signing these financial statements. Therefore the directors have concluded that it is appropriate to prepare the financial statements on a going concern basis.

 
2.5

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.6

FINANCE COSTS

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 14

 
HOLDING JDR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.ACCOUNTING POLICIES (CONTINUED)

 
2.7

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.8

TAXATION

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

 
2.9

INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.10

DEBTORS

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.11

CASH AND CASH EQUIVALENTS

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.12

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 15

 
HOLDING JDR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.ACCOUNTING POLICIES (CONTINUED)

 
2.13

FINANCIAL INSTRUMENTS

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Page 16

 
HOLDING JDR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.ACCOUNTING POLICIES (CONTINUED)


2.13
FINANCIAL INSTRUMENTS (CONTINUED)

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.


3.



JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Investments
The company assesses the carrying values of investments annually or more frequently if warranted by a change in circumstances. If it is determined that the carrying values of investments cannot be recovered, the unrecoverable amounts are charged to the income statement. Recoverability is dependent upon assumptions and judgements regarding discount rates, future cash flows and profit margins. A material change in assumptions may significantly impact the potential impairment of these assets.


4.


OPERATING LOSS

The operating loss is stated after (crediting)/charging:

2023
2022
£000
£000

Exchange differences
(4,654)
3,748

Page 17

 
HOLDING JDR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


AUDITORS' REMUNERATION

During the year, the Company obtained the following services from the Company's auditors:


2023
2022
£000
£000

Fees payable to the Company's auditors for the audit of the Company's financial statements
8
8

Fees payable to the Company's auditors in respect of:

Taxation compliance services
1
1


6.


EMPLOYEES

Staff costs were as follows:




The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Directors
3
3


7.


DIRECTORS' REMUNERATION

No remuneration was paid to the directors during the year (2022 - £NIL).





8.


INTEREST PAYABLE AND SIMILAR EXPENSES

2023
2022
£000
£000


Exchange rate variance
4,654
3,748

Related party loan interest payable
10,003
5,723

14,657
9,471

Page 18

 
HOLDING JDR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


TAXATION


2023
2022
£000
£000



Current tax on profits for the year
-
-


TOTAL CURRENT TAX
-
-

FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19.00%). The differences are explained below:

2023
2022
£000
£000


Loss on ordinary activities before tax
(14,718)
(9,511)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19.00%)
(3,462)
(1,807)

EFFECTS OF:


Expenses not deductible for tax purposes
3,061
1,439

Remeasurement of deferred tax for changes in tax rates
(25)
(116)

Movement in deferred tax not recognised
426
484

TOTAL TAX CHARGE FOR THE YEAR
-
-


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

The Company has significant losses available to reduce future tax charges. As the timing of these remains uncertain no deferred tax asset has been recognised. 

Page 19

 
HOLDING JDR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


FIXED ASSET INVESTMENTS





Investments in subsidiary companies

£000



COST


At 1 January 2023
108,097


Additions
17,800



At 31 December 2023
125,897





SUBSIDIARY UNDERTAKINGS


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

JDR Cable Systems Holdings Limited (Direct)
Scotland
Ordinary
100%
JDR Cable Systems Limited (Direct & Indirect)
Scotland
Ordinary
100%
JDR Cable Systems Holdings Inc (Indirect)
USA
Ordinary
100%
JDR Cable Systems Inc (Indirect)
USA
Ordinary
100%
JDR Cable Systems GmbH (Indirect)
Germany
Ordinary
100%
JDR Favrica O E Comercio de Sistemas de Cabos, Umbilicais e Servicos Ltda (Indirect)
Brazil
Ordinary
100%

In accordance with the Company's policy on impairment, the directors have considered the recoverability of the Company's investments in its subsidiaries.
The recoverable amount of the cash-generating unit is a source of significant estimation uncertainty. The recoverable amount was determined using a value-in-use calculation which required the use of assumptions, as well as an external valuation of JDR Cable Systems Limited.
The calculations use cash flow projections based on a financial budget approved by the directors and forecasts covering a five-year period. Cash flows beyond the five-year period are extrapolated using an estimated growth rate.
The recoverable amount of the cash-generating unit based on the above key assumptions exceeded the carrying value of the investments.

Page 20

 
HOLDING JDR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


DEBTORS

2023
2022
£000
£000


Amounts owed by group undertakings
3
3

Other debtors
7
6

Prepayments and accrued income
1
2

11
11


Amounts due from group undertakings relate to unsecured, interest-free borrowings repayable on demand. 


12.


CASH AND CASH EQUIVALENTS

2023
2022
£000
£000

Cash at bank and in hand
103
122



13.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023
2022
£000
£000

Loans due to related parties (note 15)
-
49,892

Trade creditors
1
-

Amounts owed to group undertakings
75
9

Amounts due to related parties
2,440
2,344

Accruals and deferred income
8
5

2,524
52,250


Amounts due to group undertakings and amounts due to related parties relate to unsecured, interest-free borrowings repayable on demand.


14.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2023
2022
£000
£000

Loans due to related parties (note 15)
147,204
64,979


Page 21

 
HOLDING JDR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


LOANS


Analysis of the maturity of loans is given below:


2023
2022
£000
£000

AMOUNTS FALLING DUE WITHIN ONE YEAR

Loans due to related parties
-
49,892

AMOUNTS FALLING DUE AFTER MORE THAN 5 YEARS

Loans due to related parties
147,204
64,979

147,204
114,871


The Company owed Tele-Fonika S.A. loans totalling £147.2m, of which £74.5m is due for repayment in August 2029 and £72.7m is due for repayment in May 2032. The loans are unsecured and accrue interest on a monthly basis at WIBOR 1M plus 2.5%. 


16.


FINANCIAL INSTRUMENTS

2023
2022
£000
£000

FINANCIAL ASSETS


Financial assets measured at fair value through profit or loss
103
122




Financial assets measured at fair value through profit or loss comprise cash and cash equivalents. 


17.


SHARE CAPITAL

2023
2022
£
£
ALLOTTED, CALLED UP AND FULLY PAID



1 (2022 - 1) Ordinary share of £1.00
1
1



18.


RESERVES

Profit and loss account

This represents accumulated profits and losses.

Page 22

 
HOLDING JDR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


RELATED PARTY TRANSACTIONS

As at 31 December 2023, the Company owed £2.5m (2022 - £2.3m) to Tele-Fonika S.A., a company under common control. This trade balance is included within creditors due within one year. 
As at 31 December 2023, the Company also owed Tele-Fonika S.A. loans totalling £147.2m (2022 - £114.9m). The balances include total accrued interest of £22.6m (2022 - £11.8m). The interest incurred in year amounted to £10.0m (2022 - £5.7m).


20.


CONTROLLING PARTY

The parent company is Tele-Fonika Holdings Limited, a company registered in England and Wales.The ultimate controlling party is Boguslaw Capital by virtue of his majority shareholding in the parent company.
Under Companies Act section s400 the Company is exempt from producing Group accounts as the results for this company and the Group are included in the parent company's Tele-Fonika Holdings Limited, consolidated accounts. 

Page 23