Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
COMPANY INFORMATION
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
CONTENTS
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Directors present their Strategic Report for the year ended 31 December 2023, prepared in accordance with s414C of the Companies Act 2006.
Yondr Group Limited (“the Company”) primarily provides services to fellow group undertakings, including site selection and acquisition, design execution and permitting, utility planning and delivery and operation of data centres. It is intended that the Company will continue these activities for the foreseeable future.
The wider Yondr group, of which this Company is a part, is growing and executing its corporate mission to "meet growing businesses’ data centre capacity and technical real estate needs faster, more elegantly, and with better performance outcomes than anyone else”. The global hyperscale data centre market is expected to grow at an estimated CAGR of 20% over the next 5 years (from 2023). Data centre demand is driven by the continued adoption of cloud technology plus the rise of artificial intelligence (AI). Global estimated Data Centre supply is expected to reach 73,800 MWs by EOY 2024. (sources DC Byte; JLL Research). Based upon the investments made, the Company expects that 2024 will show further results of those investments for its customers and revenue growth for the Group. The number of employees is expected to remain consistent in 2024. In 2024, the Group will focus on a number of large projects which were secured towards the end of 2022.
The results for the Company show turnover of £43,691,659 (2022: £42,876,734) and a pre-tax profit of £2,107,488 (2022: loss of £760,533).
No interim dividend was paid during the year (2022: £nil) and the Directors do not recommend the payment of a final dividend (2022: £nil). Key performance indicators (“KPIs”) During the course of the year, the Board sets one or more KPIs which are tracked and reviewed in order to assess performance. The Company has seen growth in revenue to £44 million for 2023 (£43 million in 2022), as a result of the expansion of the success and expansion of the operational fellow group undertakings it serves. The average number of employees has decreased in comparison to the the prior year at 71. The profit for the year, after taxation, amounted to £2,014,482 (2022: £932,609 loss). Principal risks and uncertainties The global data center market is a double-digit growth market, however Yondr is dependent on its customers’ decisions to invest in data center operations including new sites and upgrades. The Directors consider the following to be the key risks and uncertainties for the group and therefore this Company: - Growth of the data centre market in the regions in which Yondr is active. - Investment decisions made by customers and potential customers into data centres. - Availability of land positions for the build of data centres in the regions Yondr is active. - Business limitations coming from external sources such as trade limitations and the coronavirus. The Company maintains a risk register to monitor and manage the key risks that the company is exposed to. When managing the risks, the Company identifies the likelihood, impact and mitigating options that Yondr has to manage the risk.
Page 1
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Section 172(1) statement
Section 172 Companies Act 2006 Section 172(1) of the Companies Act 2006 imposes a general duty on every company director to act, in good faith, in the way they consider would be most likely to promote the success of the company for the benefit of its shareholders, while taking into account how the Company's activities and main board decisions will affect its stakeholders. This statement explains how the Board complies with its obligations under s172. The Company recognises the importance of its stakeholders' views and actively engage with them, proactively considering their interests in the decisions it makes. The likely consequences of any decisions in the long term: The Board operates a forward agenda of standard items appropriate to the Group's operating and reporting cycles. Items requiring Board approval or endorsement are defined clearly. These include strategy and key contracts, as well as items required by law and regulation. The Board monitors or reviews progress against strategic priorities, risk management, health and safety or the adequacy of internal controls. During much of 2023, the Board's focus has been primarily on assisting the wider Yondr Group in signing a number of key customer contracts and maintain construction progress on existing sites. The Board annually approves an updated strategic plan and monitors its implementation throughout the year using detailed reports on operating and financial performance. In approving the plan, the Board considers factors such as competitor behaviour, the performance of the data centre industry, as well as the evolving economic, political and market conditions. The Board established a list of strategic priorities that were to be addressed by management during 2023. Some outputs included the signing of customer leases on three existing sites, as well as a streamlining of the business to ensure more focus on delivery. The strategy meetings also gave the Board the opportunity to determine where the Group's available capital should be invested. Investments will be made in a way that balances expected returns and the risks caused by changing economic and market conditions. In setting the long-term strategic plan, as well as the day-to-day management of the business, the Board considers the key stakeholders referred to as follows: The interest of the companies colleagues: We use the following mechanisms to outline our approach to colleague priorities and gather feedback on our interactions:
∙Wider communication tools such as emails, videos, while also monitoring various metrics such as employee churn, sickness leave and wider health and safety KPl's.
∙Independent support such as access to our Employee Assistance Programme and whistleblowing hotline.
∙Encouraging and analysing independent employee feedback via employee surveys or external sites.
The need to foster the company's business relationships with suppliers, customers and others:
Our strategy promoted diversification of customers and growth, driven by continuing to focus upon core sectors and bringing in new customers to the Group, with a focus upon existing sites. To do this, we maintained strong customer relationships. Our suppliers and subcontractors are fundamental to our business success and we value all of our relationships with them. We expect all of our suppliers and subcontractors to adhere to our standards, such as those relating to the environmental responsibility, data protection and ethics. The directors understand the importance of the group's supply chain and one of the ways we can maintain effective relationship is to pay them on time. The impact of the company's operations on the community and the Environment Community:
Page 2
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
We construct infrastructure in communities and must meet the needs of local groups so we are welcomed and can carry out our work. Direct engagement such as town hall meetings, school and college visits, and local community engagement plans. Indirect engagement such as an up-to-date website, press coverage and engaging in social media. Environmental impact: The Yondr Group has in 2023 established the goal of net zero carbon by 2030 in scope 1 and 2 carbon emissions. We will continue to work with our value chain to improve measurement and reduction of scope 3 carbon emissions. In 2023 we have also set up a Sustainability Steering Committee to ensure board level oversight and accountability of our Environmental, Social and Governance strategy. This will involve ensuring progress against these net zero targets and key strategic decision-making on our approach to environmental and social impact. The reputation for a high standard of business conduct: The Board is acutely aware of the need to maintain high standards of business conduct. The Group has a strong ethical culture, underpinned by our values, policies and our Code of Conduct, all of which are endorsed by the Board. The Code of Conduct sets out the ethical standards everyone in Yondr Group must adhere to and provides a framework to ensure we always behave in a way that reflects our values. The Group also has specific policies and procedures to prevent bribery and corruption. The need to act fairly as between members of the company: The primary responsibility of the board is to promote the long-term success of the group by creating and delivering shareholder value as well as contributing to society. To achieve this, the group relies on key inputs and positive relationship with a wide range of stakeholders. Stakeholders are impacted by, or benefit from, decision made by the Board. It is the Boards responsibility to ensure that they have acted both individually and collectively in a manner that is most likely to promote the success of the group for the benefit of its members as a whole taking into consideration all of its stakeholders and to the matters set out in paragraph a-f Section 172 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Page 3
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP 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.
The directors who served during the year and to the date of this report were:
As permitted by paragraph 1A of schedule 7 to the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008, certain matters which are required to be disclosed in the Directors’ Report have been omitted as they are included in the Strategic Report. The Company has therefore omitted the business review and results here. This includes a review of the performance of the Company during the year, principal risks and uncertainties and future developments.
Directors' liability and indemnity insurance was in force throughout the year, and to the date of approving this report, to cover the directors and offices against actions brought against them. Cover is not provided where the individual has acted fraudulently or dishonestly.
The Group of which the Company is a part was still establishing itself in the market and growing it’s project portfolio, which is expected to lead to greater financial performance in the coming years as these projects are completed. It is therefore assumed that Yondr Group’s future financial performance supports its ability to continue as a going concern. Based on these considerations and a received letter of Group support, the Directors are satisfied that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on a going concern basis.
In 2023 the Company has continued to invest in its R&D team in order to drive innovation and challenge preconceived ideas. During the year, R&D costs relate mainly to internally generated intangible assets (software).
Existence of branches The Company has no branches (2022: none).
Page 4
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Safety is a key priority for Yondr and hence the Company is continuously working with all stakeholders to ensure a safe work environment for all staff and all other people on data centre sites. In addition the company works closely with it’s supply chain, customers and other stakeholders to reduce the environmental impact of the construction and operating of data centres.
In 2020 the company established the Y-suite which is a forum populated by young Yondr employees and the CEO. The Y-suite is tasked with identify corporate social responsibility and employee engagement projects. Examples of initiatives that have started by the Y-suite are: • Passion project. • Mentorship program. • Graduate scheme. • Yondr foundation. • The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are each aware, • there is no relevant audit information of which the Company's auditor is unaware, and each • 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 auditor is aware of that information.
Page 5
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
UK Energy Use 2022 and 2023:
2022 2023 2022 Quantity kgCO2e 2023 Quantity kgCO2e Transport 50,827 miles 13,973 36,500 miles 9,976 Electricity 83,868 kWh 16,218 83,868 kWh 16,218 Gas 0 kWh 0 0 kWh 0 TOTAL 30,191 TOTAL 26,194 Emissions Intensity Metric: 2022: 30.2tonnes/£43m Sales Revenue tCo2e per £m of turnover 2022 0.70 2023: 26.2tonnes/£44m Sales Revenue tCo2e per £m of turnover 2023 0.60 Energy Efficiency Narrative: Yondr operates an ISO140001-certified Environmental Management System, and promotes good practice in minimising energy use and carbon emissions by its staff, in both transport and on-site practices. This commitment extends to, for example, offering electric vehicles to staff through a salary sacrifice scheme. When Yondr begins operating data centers in the UK, we can expect energy and carbon emissions from these to dominate our future energy use and carbon footprint. Our processes and systems will focus on efficiency and carbon emissions from our data centers. Methodologies used in calculation of our disclosures Yondr’s global carbon footprint is independently verified in accordance with ISAE 3000 (Revised). The data reported for SECR compliance is the relevant UK data, extracted from our global energy consumption and carbon footprint.
Material post balance sheet events are disclosed in note 23 of the financial statements.
The auditor, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Page 6
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
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 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments 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 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Page 7
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF YONDR GROUP LIMITED
We have audited the financial statements of Yondr Group 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 policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.
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 8
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF YONDR GROUP LIMITED (CONTINUED)
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.
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.
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.
Page 9
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF YONDR GROUP LIMITED (CONTINUED)
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:
• Obtaining an understanding of the legal and regulatory frameworks that the company operates in. • Reviewing key correspondence with regulatory authorities. • Enquiry of management to identify any instances of non-compliance with laws and regulations. • Enquiry of management around actual and potential litigation and claims. • Enquiry of management to identify any instances of known or suspected instances of fraud. • Discussing and reviewing among the engagement team regarding how and where fraud might occur.
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 Auditor's Report.
Page 10
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF YONDR GROUP LIMITED (CONTINUED)
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.
for and on behalf of
Statutory Auditors
London, United Kingdom
MHA is the trading name of Maclntyre Hudson LLP, a limited liability partnership in England and wales (registered number OC312313).
Page 11
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 12
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
REGISTERED NUMBER: 12000046
BALANCE SHEET
AS AT 31 DECEMBER 2023
Page 13
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
REGISTERED NUMBER: 12000046
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 34 form part of these financial statements.
Page 14
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
Page 15
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Yondr Group Limited is a private company limited by shares, registered and incorporated in the United Kingdom, registration number 12000046. The address of its registered office, which is the same as its principal trading address is disclosed on the company information page.
Yondr Group Limited is part of the wider Yondr Group with whom it works to execute the global Yondr strategy. The Yondr Group continues to execute its corporate mission. "Our mission is to meet growing businesses' data center capacity and technical real estate needs faster, more elegantly, and with better performance outcomes than anyone else" More detail on these exact services can be found in the strategic report.
2.Accounting policies
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 73(e) of IAS 16 Property, Plant and Equipment;
- paragraph 118(e) of IAS 38 Intangible Assets;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
Page 16
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The Company holds net assets of £1,496k as at 31 December 2023, including amounts made available by/to Group companies, and generated a profit after tax of £2,015k for the year then ended. The Directors believe that the Company is well placed to manage its business risks. In addition, the Directors have considered the availability of secured funding to meeting its future cashflow needs in their going concern conclusion.
The Group of which the Company is a part was still establishing itself in the market and growing it’s project portfolio, which is expected to lead to greater financial performance in the coming years as these projects are completed. It is therefore assumed that Yondr Group’s future financial performance supports its ability to continue as a going concern. Based on these considerations and a received letter of Group support, the Directors are satisfied that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on a going concern basis.
Functional and presentation currency
Transactions and balances
The Company recognises revenue from its data center consulting services primarily from related parties which include consulting on data center site selection and acquisition, design execution, permitting and utilities, and operation as the services are provided to the customers at an amount reflecting the consideration the Company expects to be entitled to in exchange for those services. If multiple performance obligations exist within a contract, the revenue is allocated to the obligations based on the standalone selling price, with any discounts allocated evenly across the obligations. If the consideration in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for performing the services for the customer. Revenue is recognised when the Company satisfies the performance obligations.
Page 17
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
For all financial instruments measured at amortized cost, interest income and expenses is recorded using the effective interest rate (EIR) method. EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross or net carrying amount of the financial asset. In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis. Interest income is included in finance income in the statement of profit or loss.
Page 18
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Page 19
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Amortisation on the computer software is provided on a straight line basis over the useful life of the assets, which is between 1 and 3 years.
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Research costs are expensed. Development costs are capitalised under the following conditions:
∙The technical feasibility of completing the intangible asset so that it will be available for use or sale has been concluded.
∙The intention is to complete the intangible asset and use or sell it.
∙The ability to use or sell the intangible asset has been ascertained.
∙The intangible asset will generate probable future economic benefits. Among other things, the entity can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset.
∙The availability has been confirmed of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset.
∙The ability to measure reliably the expenditure attributable to the intangible asset during its development has been concluded.
Page 20
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
transaction date.
Page 21
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The company classifies its financial assets into one of the categories discussed below, depending on the purpose for which the asset was acquired. The company’s accounting policy for each category is as follows:
Fair value through profit or loss The company does not have any assets held for trading nor does it voluntarily classify any financial assets as being at fair value through profit or loss. Amortised Cost These assets arise principally from the provision of goods and services to customers (eg trade debtors), but also incorporate other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment. Impairment provisions for current and non-current trade debtors are recognised based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the trade debtors is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade debtors. For trade debtors, which are reported net, such provisions are recorded in a separate provision account with the loss being recognised within cost of sales in the statement of comprehensive income. On confirmation that the trade debtor will not be collectable, the gross carrying value of the asset is written off against the associated provision. Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised. From time to time, the company elects to renegotiate the terms of trade debtors due from customers with which it has previously had a good trading history. Such renegotiations will lead to changes in the timing of payments rather than changes to the amounts owed and, in consequence, the new expected cash flows are discounted at the original effective interest rate and any resulting difference to the carrying value is recognised in the statement of comprehensive income (operating profit). The company’s financial assets measured at amortised cost comprise trade and other debtors and cash and cash equivalents in the balance sheet. Cash and cash equivalents include cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within ‘Creditors: amounts falling due within one year’ on the balance sheet.
Page 22
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The company classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired. The company does not have any liabilities held for trading nor does it voluntarily classify any financial liabilities as being at fair value through profit or loss. The company’s accounting policy for each category is as follows:
Bank borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the balance sheet. Interest expense in this context includes initial transaction costs and premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding. Trade creditors and other short-term monetary liabilities, which are initially recognised at fair value and are subsequently carried at amortised cost using the effective interest method. Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:
∙lease payments made at or before commencement of the lease;
∙initial direct costs incurred; and
∙the amount of any provision recognised where the Company is contractually required to dismantle, remove or restore the leased asset.
Subsequent to initial measurement, right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.
When the Company revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term. When the Company renegotiates the contractual terms of a lease with the lessor, the accounting depends on the nature of the modification:
∙if the renegotiation results in one or more additional assets being leased for an amount commensurate with the standalone price for the additional rights-of-use obtained, the modification is accounted for as a separate lease in accordance with the above policy.
∙in all other cases where the renegotiated increases the scope of the lease (whether that is an extension to the lease term, or one or more additional assets being leased), the lease liability is remeasured using the discount rate applicable on the modification date, with the right-of-use asset being adjusted by the same amount.
∙if the renegotiation results in a decrease in the scope of the lease, both the carrying amount of the lease liability and right-of-use asset are reduced by the same proportion to reflect the partial of full termination of the lease with any difference recognised in profit or loss. The lease liability is
Page 23
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
then further adjusted to ensure its carrying amount reflects the amount of the renegotiated payments over the renegotiated term, with the modified lease payments discounted at the rate applicable on the modification date. The right-of-use asset is adjusted by the same amount.
Financial instruments issued by the company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset.
The company’s ordinary shares are classified as equity instruments. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are also described in the individual notes of the related financial statement line items below. The Company based its assumptions and estimates on parameters available when company financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur. Useful life of non-current assets The Company reviews the remaining useful lives of items of property, plant and equipment and intangible assets with finite useful lives at least at each financial year-end. If expectations differ from previous estimates, the changes are accounted for as a change in an accounting estimate. These estimates may have a material impact on the carrying amounts of property, plant and equipment and intangible assets and their respective depreciation and amortisation expenses recognised in the statement of profit or loss. Taxes In assessing tax risks, the Management considers probability of obligations related to tax positions, for which the Company would not appeal or does not believe it could appeal successfully, if assessed by tax authorities. Such estimates involve significant judgement and are subject to change as a result of changes in tax laws and regulations, expected outcomes from pending tax proceedings and outcome of ongoing tax inspections performed by tax authorities. Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with tax planning strategies. As at 31 December 2023, the Company did not have any unrecognised tax assets.
Page 24
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 25
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 26
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 27
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
10.Taxation (continued)
There are no factors that may affect future tax charges.
Page 28
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 29
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 30
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 31
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 32
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
17.Deferred taxation (continued)
Other reserves
Profit and loss account
Page 33
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YONDR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The immediate parent of the company is Yondr Group Holdings B.V. a (incorporated in the Netherlands) and the ultimate controlling party is William B. Harrison.
Cathexis Holdings LP is the parent undertaking of the largest group of undertakings to consolidate these financial statements at 31 December 2023. Yondr Group Holdings B.V. is the parent undertakinng of the smallest group to consolidate these fianancial statements. Copies of the Yondr Group Holdings B.V. financial statements can be obtained from Kraanspoor 50, 1033 SE Amsterdam, the Netherlands.
The company operates a defined contribution pension scheme. The assets of the scheme are held separately in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £629,706 (2022: £625,986). Contributions totalling £85,901 (2022: £116,962) were payable to the fund at the balance sheet date.
On 19 September 2024, the Company purchased 1 £1 ordinary share in a newly incorporated company, Yondr Operations UK Limited, a company incorporated and registered in England and Wales in the United Kingdom.
Page 34
|