Company registration number 13534858 (England and Wales)
SMSHIGHWAY HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
SMSHIGHWAY HOLDINGS LIMITED
COMPANY INFORMATION
Directors
S V Olaru
P Offer
(Appointed 22 April 2024)
Company number
13534858
Registered office
100 Avebury Boulevard
Milton Keynes
England
MK9 1FH
Auditor
Goodman Jones LLP
29/30 Fitzroy Square
London
W1T 6LQ
Business address
100 Avebury Boulevard
Milton Keynes
England
MK9 1FH
SMSHIGHWAY HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Profit and loss account
7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Company statement of cash flows
14
Notes to the financial statements
15 - 29
SMSHIGHWAY HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

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

Review of the business

The principal activity of the group and company continued to be that of application to peer aggregation in both the wholesale and monetised markets.

 

Turnover increased by 22% year-on-year which was very pleasing given the general economic challenges in the global mobile industry.

 

Profit before tax for the year was 3.80m, an increase from 2.20m in the previous period.

 

Cash held at Bank has increased to 4.35m at the year end compared to 1.69m as at 31 December 2022. This positive cash balance has been strengthened due to the financial performance during the year arising from the group's focus on the sale of monetisation products to the world's Mobile Network Operators.

 

Key performance indicators

 

 

2023

2022

Turnover (€m)

28.58

23.43

Operating Profit (€m)

3.80

1.60

Operating Margin (%)

13.3%

6.8%

Net debt (€m)

0

0

EBITDA (€m)

4.04

1.63

 

 

Principal risks and uncertainties

The group uses financial instruments compromising cash reserves, bank borrowings and various net working capital items such as trade debtors and trade creditors, to finance its operations not funded by way of equity. The main risks identified with using these financial instruments are the management of cash flow and exposure to interest rate fluctuations.

 

The group meets its day to day working capital requirements through existing cash reserves. The group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the group will be able to operate within the level of its current cash reserves. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

On behalf of the board

S V Olaru
Director
25 September 2024
SMSHIGHWAY HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

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

Principal activities

The principal activity of the company and group continued to be that of Application to Peer Aggregation in both the Wholesale and Monetised markets.

Results and dividends

Ordinary dividends were paid amounting to €592,544. The directors do not recommend payment of a further dividend.

Directors

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

S V Olaru
P Offer
(Appointed 22 April 2024)
Auditor

In accordance with the company's articles, a resolution proposing that Goodman Jones LLP be reappointed as auditor of the group will be put at a General Meeting.

Statement of directors' responsibilities

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

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

Strategic report

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of Financial Instruments and Risks.

Statement of disclosure to auditor

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

SMSHIGHWAY HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
S V Olaru
Director
25 September 2024
SMSHIGHWAY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SMSHIGHWAY HOLDINGS LIMITED
- 4 -
Opinion

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

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to industry sector regulations and unethical and prohibited business practices, and we considered the extent to which non compliance might have a material effect on the financial statements.

We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and and UK Tax Legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Appropriate audit procedures in response to these risks were carried. These procedures included:

 

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

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members; and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

 

There are inherent limitations in the audit procedures described above. The further removed instances of non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through 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.

Other matters which we are required to address

The financial statements of the parent company and group for the period ended 31 December 2022, were unaudited. Our work on the prior periods figures were restricted to reviewing and testing the opening balances.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Matthew Cook
For and on behalf of
25 September 2024
Chartered Accountants
Statutory Auditor
SMSHIGHWAY HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
2023
2022
Notes
Turnover
3
28,585,773
23,437,677
Cost of sales
(20,674,514)
(18,539,572)
Gross profit
7,911,259
4,898,105
Administrative expenses
(4,110,787)
(3,303,036)
Other operating income
-
11
Operating profit
4
3,800,472
1,595,080
Interest receivable and similar income
6
-
0
7,296
Profit before taxation
3,800,472
1,602,376
Tax on profit
7
(756,664)
(312,304)
Profit for the financial year
3,043,808
1,290,072
Profit for the financial year is all attributable to the owners of the parent company.
SMSHIGHWAY HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Profit for the year
3,043,808
1,290,072
Other comprehensive income
-
-
Cash flow hedges gain arising in the year
-
0
-
0
Total comprehensive income for the year
3,043,808
1,290,072
Total comprehensive income for the year is all attributable to the owners of the parent company.
SMSHIGHWAY HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
Fixed assets
Intangible assets
9
740,000
925,000
Tangible assets
10
122,487
158,526
862,487
1,083,526
Current assets
Debtors
13
4,063,410
3,166,421
Cash at bank and in hand
4,347,633
1,687,443
8,411,043
4,853,864
Creditors: amounts falling due within one year
14
(4,392,989)
(3,491,589)
Net current assets
4,018,054
1,362,275
Total assets less current liabilities
4,880,541
2,445,801
Creditors: amounts falling due after more than one year
15
(119,244)
(135,768)
Net assets
4,761,297
2,310,033
Capital and reserves
Called up share capital
18
404
404
Profit and loss reserves
4,760,893
2,309,629
Total equity
4,761,297
2,310,033

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 25 September 2024 and are signed on its behalf by:
25 September 2024
S V Olaru
Director
Company registration number 13534858 (England and Wales)
SMSHIGHWAY HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
Fixed assets
Investments
11
403
403
Current assets
Debtors
13
1
1
Cash at bank and in hand
1,000,150
-
0
1,000,151
1
Creditors: amounts falling due within one year
14
(1,000,000)
-
Net current assets
151
1
Net assets
554
404
Capital and reserves
Called up share capital
18
404
404
Profit and loss reserves
150
-
Total equity
554
404

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was €592,694 (2022 - €0 profit).

The financial statements were approved by the board of directors and authorised for issue on 25 September 2024 and are signed on its behalf by:
25 September 2024
S V Olaru
Director
Company registration number 13534858 (England and Wales)
SMSHIGHWAY HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Profit and loss reserves
Total
Notes
Balance at 1 January 2022
-
0
1,713,416
1,713,416
Year ended 31 December 2022:
Profit and total comprehensive income
-
1,290,072
1,290,072
Issue of share capital
18
404
-
404
Dividends
8
-
(693,859)
(693,859)
Balance at 31 December 2022
404
2,309,629
2,310,033
Year ended 31 December 2023:
Profit and total comprehensive income
-
3,043,808
3,043,808
Dividends
8
-
(592,544)
(592,544)
Balance at 31 December 2023
404
4,760,893
4,761,297
SMSHIGHWAY HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Profit and loss reserves
Total
Notes
Balance at 1 January 2022
-
0
-
0
-
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
-
0
Issue of share capital
18
404
-
404
Balance at 31 December 2022
404
-
0
404
Year ended 31 December 2023:
Profit and total comprehensive income
-
592,694
592,694
Dividends
8
-
(592,544)
(592,544)
Balance at 31 December 2023
404
150
554
SMSHIGHWAY HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
2023
2022
Notes
Cash flows from operating activities
Cash generated from operations
21
3,585,629
2,330,662
Income taxes paid
(297,775)
(136,258)
Net cash inflow from operating activities
3,287,854
2,194,404
Investing activities
Purchase of intangible assets
-
(925,000)
Purchase of tangible fixed assets
(10,967)
(148,774)
Proceeds from disposal of tangible fixed assets
19,650
Movements in forex on assets
(7,629)
-
Interest received
-
0
1,094
Dividends received
-
0
6,202
Net cash used in investing activities
(18,596)
(1,046,828)
Financing activities
Proceeds from issue of shares
-
404
Payment of finance leases obligations
(16,524)
81,884
Dividends paid to equity shareholders
(592,544)
(693,859)
Net cash used in financing activities
(609,068)
(611,571)
Net increase in cash and cash equivalents
2,660,190
536,005
Cash and cash equivalents at beginning of year
1,687,443
1,151,438
Cash and cash equivalents at end of year
4,347,633
1,687,443
SMSHIGHWAY HOLDINGS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
2023
2022
Notes
Cash flows from operating activities
Cash generated from/(absorbed by) operations
22
999,890
-
0
Investing activities
Purchase of subsidiaries
-
0
(404)
Dividends received
592,804
-
0
Net cash generated from/(used in) investing activities
592,804
(404)
Financing activities
Proceeds from issue of shares
-
404
Dividends paid to equity shareholders
(592,544)
-
Net cash (used in)/generated from financing activities
(592,544)
404
Net increase in cash and cash equivalents
1,000,150
-
Cash and cash equivalents at beginning of year
-
0
-
0
Cash and cash equivalents at end of year
1,000,150
-
0
SMSHIGHWAY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
1
Accounting policies
Company information

SMSHighways Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 100 Avebury Boulevard, Milton Keynes, MK9 1FH.

 

The group consists of SMSHighways Holdings Limited and all of its subsidiaries.

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 euros, 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
Business combinations

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

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

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

 

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

 

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

The subsidiary SMSHighway Limited is an exception to the above note. This has been consolidated into both the current and prior year accounts using the 'merger accounting' rules, despite being acquired on 31st December 2022. This is based on the fact that the ultimate owner of the two entities is the same and has been for both periods. Therefore, the figures have been included in the consolidation as if the undertaking has always been 100% owned.

SMSHIGHWAY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and 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.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
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.

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
Over 5 years
SMSHIGHWAY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.8
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:

Fixtures and fittings
25-33% Straight Line
Motor vehicles
25-33% Straight Line

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

1.9
Fixed asset investments

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

 

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

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

SMSHIGHWAY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.10
Impairment of fixed assets

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

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

1.11
Cash and cash equivalents

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

1.12
Financial instruments

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

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

SMSHIGHWAY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
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 group 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.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

SMSHIGHWAY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
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 group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

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

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

SMSHIGHWAY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
1.15
Employee benefits

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

 

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

 

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

1.16
Retirement benefits

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

1.17
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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 leased asset are consumed.

2
Judgements and key sources of estimation uncertainty

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

 

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

3
Turnover and other revenue
2023
2022
Turnover analysed by class of business
SMS Aggregation
28,585,773
23,437,677
2023
2022
Turnover analysed by geographical location
Europe including UK
28,585,773
23,437,677
SMSHIGHWAY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 22 -
2023
2022
Other revenue
Interest income
-
1,094
Dividends received
-
6,202

 

4
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
Exchange losses
22,135
-
Depreciation of owned tangible fixed assets
54,181
29,372
Profit on disposal of tangible fixed assets
-
(6,401)
Amortisation of intangible assets
185,000
-
Operating lease charges
36,874
42,801
5
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
12
11
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
Wages and salaries
626,781
594,068
-
0
-
0
Social security costs
51,042
34,842
-
-
Pension costs
3,635
2,774
-
0
-
0
681,458
631,684
-
0
-
0
SMSHIGHWAY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
6
Interest receivable and similar income
2023
2022
Interest income
Interest on bank deposits
-
0
1,094
Income from fixed asset investments
Income from shares in group undertakings
-
0
6,202
Total income
-
0
7,296
2023
2022
Investment income includes the following:
Interest on financial assets not measured at fair value through profit or loss
-
1,094
7
Taxation
2023
2022
Current tax
UK corporation tax on profits for the current period
913,070
312,304
Adjustments in respect of prior periods
(180,095)
-
0
Total UK current tax
732,975
312,304
Foreign current tax on profits for the current period
23,689
-
0
Total current tax
756,664
312,304
SMSHIGHWAY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Taxation
(Continued)
- 24 -

In October 2022, the government announced changes to the Corporation Tax rate from 1 April 2023, increasing the main rate of Corporation Tax from 19% to 25%. This has resulted in an effective tax rate of 23.52% for Smshighway Holdings Limited.

 

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

2023
2022
Profit before taxation
3,800,472
1,602,376
Expected tax charge based on the standard rate of corporation tax in the UK of 23.25% (2022: 19.00%)
883,610
304,451
Tax effect of expenses that are not deductible in determining taxable profit
4,277
-
0
Amortisation on assets not qualifying for tax allowances
43,909
-
0
Under/(over) provided in prior years
(180,095)
-
0
Foreign exchange differences
5,756
-
0
Other tax differences
(793)
7,853
Taxation charge
756,664
312,304
8
Dividends
2023
2022
Recognised as distributions to equity holders:
Interim paid
592,544
-
9
Intangible fixed assets
Group
Software
Cost
At 1 January 2023 and 31 December 2023
930,781
Amortisation and impairment
At 1 January 2023
5,781
Amortisation charged for the year
185,000
At 31 December 2023
190,781
Carrying amount
At 31 December 2023
740,000
At 31 December 2022
925,000
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
SMSHIGHWAY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Intangible fixed assets
(Continued)
- 25 -
10
Tangible fixed assets
Group
Fixtures and fittings
Motor vehicles
Total
Cost
At 1 January 2023
23,652
217,335
240,987
Additions
7,507
3,460
10,967
Disposals
(467)
(43,897)
(44,364)
Exchange adjustments
73
7,113
7,186
At 31 December 2023
30,765
184,011
214,776
Depreciation and impairment
At 1 January 2023
18,074
64,387
82,461
Depreciation charged in the year
1,065
53,116
54,181
Eliminated in respect of disposals
(456)
(43,897)
(44,353)
At 31 December 2023
18,683
73,606
92,289
Carrying amount
At 31 December 2023
12,082
110,405
122,487
At 31 December 2022
5,578
152,948
158,526
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
11
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
Investments in subsidiaries
12
-
0
-
0
403
403
Movements in fixed asset investments
Company
Shares in subsidiaries
Cost or valuation
At 1 January 2023 and 31 December 2023
403
Carrying amount
At 31 December 2023
403
At 31 December 2022
403
SMSHIGHWAY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
12
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
SMSHighway Limited
UK
Ordinary
100.00
SMSHighway LATAM
Ecuador
Ordinary
100.00
SMSHighway DOO
Serbia
Ordinary
100.00
SMSHighway SRL
Romania
Ordinary
100.00

Registered office addresses (all UK unless otherwise indicated):

1
100 Avebury Boulevard, Milton Keynes, United Kingdom, MK9 1FH
2
Ignacio San Maria E330 Metropoli Of. 402 y 403 Bldg, Quito, Ecuador
3
Oracka 4, Belgrade-Zemun, 11080 Belgrade-Zenum, Serbia
4
Strada Halelor NR. 5 Bucharest, 030118, Romania
13
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
Trade debtors
3,389,336
2,685,753
-
0
-
0
Other debtors
670,628
465,089
1
1
Prepayments and accrued income
3,446
15,579
-
0
-
0
4,063,410
3,166,421
1
1
14
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Trade creditors
1,335,437
1,142,232
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
994,203
-
0
Corporation tax payable
753,280
294,391
-
0
-
0
Other taxation and social security
13,407
5,049
-
-
Other creditors
162,710
590,291
-
0
-
0
Accruals and deferred income
2,128,155
1,459,626
5,797
-
0
4,392,989
3,491,589
1,000,000
-
0
15
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
Obligations under finance leases
16
119,244
135,768
-
0
-
0
SMSHIGHWAY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
16
Finance lease obligations
Group
Company
2023
2022
2023
2022
Future minimum lease payments due under finance leases:
Within one year
21,624
21,624
-
0
-
0
In two to five years
103,251
131,192
-
0
-
0
124,875
152,816
-
-
Less: future finance charges
(5,631)
(17,048)
-
0
-
0
119,244
135,768
-
0
-
0

Finance lease payments represent rentals payable by the company or group for certain motor vehicles. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

17
Retirement benefit schemes
2023
2022
Defined contribution schemes
Charge to profit or loss in respect of defined contribution schemes
3,635
2,774

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

18
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
Issued and fully paid
Ordinary shares of €1 each
404
404
404
404
19
Related party transactions

The company has taken advantage of the exemption available in FRS102 paragraph 33.1A "Related party disclosures" whereby it has not disclosed transactions between wholly owned group entities.

During the year, the group made purchases of €1,141,041 from SMS Asia. At the year end the group owed €196,487 to SMS Asia.

 

20
Controlling party

The ultimate controlling party of SMSHighway Holdings Limited is Mr Stefan Olaru.

SMSHIGHWAY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
21
Cash generated from group operations
2023
2022
Profit for the year after tax
3,043,808
1,290,072
Adjustments for:
Taxation charged
756,664
312,304
Investment income
-
0
(7,296)
Gain on disposal of tangible fixed assets
-
(6,294)
Amortisation and impairment of intangible assets
185,000
-
Depreciation and impairment of tangible fixed assets
54,181
29,372
Movements in working capital:
(Increase)/decrease in debtors
(896,535)
513,797
Increase in creditors
442,511
198,707
Cash generated from operations
3,585,629
2,330,662
22
Cash generated from/(absorbed by) operations - company
2023
2022
Profit for the year after tax
592,694
-
Adjustments for:
Investment income
(592,804)
-
0
Movements in working capital:
Increase in creditors
1,000,000
-
Cash generated from/(absorbed by) operations
999,890
-
23
Analysis of changes in net funds - group
1 January 2023
Cash flows
31 December 2023
Cash at bank and in hand
1,687,443
2,660,190
4,347,633
Obligations under finance leases
(135,768)
16,524
(119,244)
1,551,675
2,676,714
4,228,389
SMSHIGHWAY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
24
Analysis of changes in net funds - company
1 January 2023
Cash flows
31 December 2023
Cash at bank and in hand
-
1,000,150
1,000,150
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