Company Registration No. 05388616 (England and Wales)
Lastmilexchange Limited
Financial statements
for the 7 month period ended 31 December 2023
Pages for filing with the registrar
Lastmilexchange Limited
Contents
Page
Statement of financial position
1
Notes to the financial statements
2 - 8
Lastmilexchange Limited
Statement of financial position
As at 31 December 2023
1
31 December 2023
13 May 2023
(unaudited)
Notes
£
£
£
£
Fixed assets
Tangible assets
6
13,126
13,870
Current assets
Debtors
7
499,919
400,336
Cash at bank and in hand
76,987
249,186
576,906
649,522
Creditors: amounts falling due within one year
8
(1,154,395)
(762,859)
Net current liabilities
(577,489)
(113,337)
Total assets less current liabilities
(564,363)
(99,467)
Creditors: amounts falling due after more than one year
9
(145,468)
(199,247)
Provisions for liabilities
(1,149)
-
Net liabilities
(710,980)
(298,714)
Capital and reserves
Called up share capital
10
10,556
10,556
Capital redemption reserve
1,100
1,100
Other reserves
-
0
(28,488)
Profit and loss reserves
(722,636)
(281,882)
Total equity
(710,980)
(298,714)

The notes on pages 9 to 14 form part of these financial statements.

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 12 September 2024 and are signed on its behalf by:
S Sincavage
Director
Company Registration No. 05388616
Lastmilexchange Limited
Notes to the financial statements
For the 7 month period ended 31 December 2023
2
1
Accounting policies
Company information

Lastmilexchange Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Lyric Square, London, W6 0NB.

1.1
Reporting period

On 14 May 2023, the company was acquired by Connected2Fiber Inc., a company incorporated in the United States of America. These financial statements cover the period between acquisition on 14 May 2023 and 31 December 2023. The reporting period has been shortened to align with the parent's accounting reference date. The previous financial statements were prepared for the period between 1 April 2022 and 13 May 2023 and as such the comparative figures in these financial statements are not entirely comparable.

1.2
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

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

1.3
Going concern

Notwithstanding the results of this and the preceding periods and the net liability position of £710,980 and net current liability position of £577,489 at the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future with parental support from Connected2fiber, Inc. true

 

The directors have obtained a letter of support from Connected2fiber, Inc. confirming it will provide sufficient funds financial support for a period of at least 12 months from the date of signing these financial statements, enabling the Company to operate as a going concern and to settle its liabilities as they fall due. The letter of support also states that the parent company will not seek repayment of the £517,193 loan within a period of at least 12 months from when the 31 December 2023 statutory accounts are signed, should this impact the entity’s ability to continue to operate as a going concern

 

Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Where contracts for connectivity or software development services are performed for standalone engagements ("non-recurring contracts"), revenue is recognised at the point of providing the service, being when the product has been completed in accordance with the agreed scope of the contract.

 

Where contracts are performed for connectivity or software development services provided over a period of time ("recurring contracts"), revenue is recognised on a straight-line basis each month over the term of the contract as this reflects the pattern of service delivery.

Lastmilexchange Limited
Notes to the financial statements (continued)
For the 7 month period ended 31 December 2023
1
Accounting policies (continued)
3
1.5
Intangible fixed assets other than goodwill

Database development is valued at cost lest accumulated amortisation. Amortisation is calculated to write-off the cost in equal annual instalments over their estimated useful lives. The estimated useful life for database development is 10 years.

Database development
10 years straight line
1.6
Tangible fixed assets

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

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

Plant and equipment
25% straight-line basis

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

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
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 statement of financial position 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 debtors, 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.

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 company after deducting all of its liabilities.

Lastmilexchange Limited
Notes to the financial statements (continued)
For the 7 month period ended 31 December 2023
1
Accounting policies (continued)
4
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.

1.9
Equity instruments

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

1.10
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 income statement 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 company’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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has 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.

Lastmilexchange Limited
Notes to the financial statements (continued)
For the 7 month period ended 31 December 2023
1
Accounting policies (continued)
5
1.11
Employee benefits

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

 

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

 

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

1.12
Retirement benefits

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

2
Critical accounting judgements and key sources of estimation uncertainty

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

 

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

3
Employees

The average monthly number of persons (including directors) employed by the company during the 7 month period was:

2023
2023
Number
Number
(unaudited)
Total
8
6
4
Directors' remuneration
2023
2023
(unaudited)
£
£
Remuneration paid to directors
-
0
177,476

No remuneration was paid through the company in the current year as directors were instead paid through the parent entity.

Lastmilexchange Limited
Notes to the financial statements (continued)
For the 7 month period ended 31 December 2023
6
5
Intangible fixed assets
Database development
£
Cost
At 14 May 2023 (unaudited)
94,915
Disposals
(94,915)
At 31 December 2023
-
0
Amortisation and impairment
At 14 May 2023 (unaudited)
94,915
Disposals
(94,915)
At 31 December 2023
-
0
Carrying amount
At 31 December 2023
-
0
At 13 May 2023 (unaudited)
-
0
6
Tangible fixed assets
Plant and machinery etc
£
Cost
At 14 May 2023 (unaudited)
42,853
Additions
6,077
Disposals
(32,891)
At 31 December 2023
16,039
Depreciation and impairment
At 14 May 2023 (unaudited)
28,983
Depreciation charged in the 7 month period
2,913
Eliminated in respect of disposals
(28,983)
At 31 December 2023
2,913
Carrying amount
At 31 December 2023
13,126
At 13 May 2023 (unaudited)
13,870
Lastmilexchange Limited
Notes to the financial statements (continued)
For the 7 month period ended 31 December 2023
7
7
Debtors
2023
2023
(Unaudited)
Amounts falling due within one year:
£
£
Trade debtors
258,362
165,373
Corporation tax recoverable
25,574
102,302
Other debtors
215,983
132,661
499,919
400,336
8
Creditors: amounts falling due within one year
2023
2023
(Unaudited)
£
£
Trade creditors
118,642
97,795
Amounts owed to group undertakings
517,193
-
0
Taxation and social security
83,176
23,620
Other creditors
435,384
641,444
1,154,395
762,859

Amounts owed to group undertakings are unsecured, interest-free, and repayable on demand.

9
Creditors: amounts falling due after more than one year
2023
2023
(Unaudited)
£
£
Other creditors
145,468
199,247

During 2020 the company took advantage of Government assistance available by taking out Coronavirus Business Interruption Loans ('CBIL') totalling £450,000. Interest is payable on these loans. The loan period is 5 years and the Secretary of State has agreed to provide the bank with a guarantee in respect of these loans. Amounts due within one year total £97,015 (2023: £105,270). Amounts falling due after one year total £145,468 (2023: £199,247).

 

Amounts are secured by a fixed and floating charge over the assets of the company.

10
Called up share capital
2023
2023
2023
2023
(Unaudited)
(Unaudited)
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
10,556
10,556
10,556
10,556
Lastmilexchange Limited
Notes to the financial statements (continued)
For the 7 month period ended 31 December 2023
8
11
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Stuart Macdougall
Statutory Auditors:
Saffery LLP
12
Events after the reporting date

There were no material events subsequent to the Balance Sheet date.

13
Related party transactions

Lastmilexchange Limited has taken the exemption in accordance with FRS102 section 33 for subsidiary undertakings to not disclose related party transactions with other entities where the relationship is as such that they are wholly owned. Therefore, transactions of this nature have not been disclosed.

14
Parent company

The company's parent and controlling party is Connected2fiber, Inc., a company incorporated in the United States of America. This is the largest and smallest group of which the company is a member and for which group accounts are prepared. Copies of these accounts may be obtained from the registered office, 134 Flanders Road, Westborough, MA 01581.

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