REGISTERED NUMBER: |
Report of the Directors and |
Audited Financial Statements |
for the Year Ended 30 June 2023 |
for |
Satcom Global Aura Limited |
REGISTERED NUMBER: |
Report of the Directors and |
Audited Financial Statements |
for the Year Ended 30 June 2023 |
for |
Satcom Global Aura Limited |
Satcom Global Aura Limited (Registered number: 10071033) |
Contents of the Financial Statements |
for the Year Ended 30 June 2023 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Report of the Independent Auditors | 3 |
Profit and Loss Account | 6 |
Balance Sheet | 7 |
Statement of Changes in Equity | 8 |
Notes to the Financial Statements | 9 |
Satcom Global Aura Limited |
Company Information |
for the Year Ended 30 June 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
17 Queens Lane |
Newcastle |
NE1 1RN |
Satcom Global Aura Limited (Registered number: 10071033) |
Report of the Directors |
for the Year Ended 30 June 2023 |
The directors present their report with the financial statements of the company for the year ended 30 June 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the company is the rental of hardware for satellite communications. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 July 2022 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, CLA Evelyn Partners Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Satcom Global Aura Limited |
Qualified Opinion |
We have audited the financial statements of Satcom Global Aura Limited (the 'company') for the year ended 30 June 2023 which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
_ |
In our opinion, except for the potential effects of the matters described in the Basis for Qualified Opinion paragraph the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 30 June 2023 and of its profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for qualified opinion |
Included in debtors are amounts receivable under finance leases of £6.9m which represent the net investment in the lease including the unguaranteed residual value accruing to the company. We have been unable to obtain sufficient appropriate evidence to verify the unguaranteed residual value and consequently we were unable to determine whether any adjustment to this amount was necessary. |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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. |
Material uncertainty relating to going concern |
We draw attention to Note 3 in the financial statements, which indicates that the group's $22m debt facility was due for expiry on 30 June 2024, and has been extended to 27 December 2024. We understand that whilst discussions are ongoing in respect of renewing these facilities, at the date of approving the financial statements there are no formal arrangements in place beyond 27 December 2024. |
As stated in Note 3 these events or conditions, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. |
Notwithstanding the above, 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. |
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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
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. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise 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 |
As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the value amounts receivable under finance leases at 30 June 2023. We have concluded that where the other information refers to these or related balances, it may be materially misstated for the same reason. |
Opinions on other matters prescribed by the Companies Act 2006 |
Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Satcom Global Aura Limited |
Matters on which we are required to report by exception |
Except for the possible effects of the matter described in the basis for qualified opinion section of our report, 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 Report of the Directors. |
Arising solely from the matters described in the basis for qualified opinion section of our report, we have not received all the information and explanations we require for our audit. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit; or |
- | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
We obtained an understanding of the legal and regulatory framework applicable to both the company itself and the industry in which it operates. We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience and through discussion with the directors and other management. The most significant were identified as the Companies Act 2006, UK GAAP (FRS 102) and relevant tax legislation. |
We considered the extent of compliance with those laws and regulations as part of our procedures on the related financial statements. Our audit procedures included: |
- | making enquires of directors and management as to where they consider there to be a susceptibility to fraud and whether they have any knowledge or suspicion of fraud; |
- | obtaining an understanding of the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations; |
- | assessing the risk of management override including identifying and testing journal entries; |
- | challenging the assumptions and judgements made by management in its significant accounting estimates. |
Our audit did not identify any key audit matters relating to the detection of irregularities including fraud. However, despite the audit being planned and conducted in accordance with ISAs (UK) there remains an unavoidable risk that material misstatements in the financial statements may not be detected owing to inherent limitations of the audit, and that by their very nature, any such instances of fraud or irregularity likely involve collusion, forgery, intentional misrepresentations, or the override of internal controls. |
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 Report of the Auditors. |
Report of the Independent Auditors to the Members of |
Satcom Global Aura Limited |
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 a Report of the Auditors 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 |
17 Queens Lane |
Newcastle |
NE1 1RN |
Satcom Global Aura Limited (Registered number: 10071033) |
Profit and Loss Account |
for the Year Ended 30 June 2023 |
2023 | 2022 |
$ | $ |
TURNOVER |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
OPERATING PROFIT and |
PROFIT BEFORE TAXATION |
Tax on profit |
PROFIT FOR THE FINANCIAL YEAR |
Satcom Global Aura Limited (Registered number: 10071033) |
Balance Sheet |
30 June 2023 |
2023 | 2022 |
Notes | $ | $ | $ | $ |
FIXED ASSETS |
Tangible assets | 6 |
200,919 | 200,637 |
CURRENT ASSETS |
Debtors: amounts falling due within one year |
7 |
Debtors: amounts falling due after more than one year |
7 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 8 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital |
Profit and loss account |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
Satcom Global Aura Limited (Registered number: 10071033) |
Statement of Changes in Equity |
for the Year Ended 30 June 2023 |
Called up | Profit |
share | and loss | Total |
capital | account | equity |
$ | $ | $ |
Balance at 1 July 2021 |
Changes in equity |
Total comprehensive income | - |
Balance at 30 June 2022 |
Changes in equity |
Total comprehensive income | - |
Balance at 30 June 2023 |
Satcom Global Aura Limited (Registered number: 10071033) |
Notes to the Financial Statements |
for the Year Ended 30 June 2023 |
1. | STATUTORY INFORMATION |
Satcom Global Aura Limited is a |
The presentation currency of the financial statements is the US Dollar ($). |
Monetary amounts in these financial statements are rounded to the nearest $. |
2. | STATEMENT OF COMPLIANCE |
3. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Going concern |
These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the group will continue in operational existence for 12 months from the approval of the financial statements. However, the Directors are aware of certain material uncertainties which may cause double on the Groups ability to continue as a going concern. |
The directors have prepared a cash flow forecast for the period to June 2026 which is used as the base case for determining the Group's ability to continue as a going concern. These forecasts indicate that the Group will have sufficient funds available to continue in operational existence for the period under review. However, the key assumption adopted by the directors in these forecasts is that the existing loan facility with Santander is renewed. |
The Group's debt facility with Santander was refinanced on 8th December 2022 to a $22m facility. The original agreement was for this to be in place until 30 June 2024. An extension has been granted by Santander to extend the termination date to 27 December 2024. |
The Directors are aware that by delaying the signing of the accounts in November 2024 the group has breached one of their bank covenants, in additional the leverage covenant was breached in June 2024. Santander have acknowledged this breach and agreed to provide the group with the additional time to file the accounts, agreeing the extension of the facility to December 2024 in the process. |
Discussions with Santander on a new finance facility are ongoing and are expected to be concluded before the current facility expires in December 2024. However, at the date of the approval of the financial statements the Group has yet to receive any indicators that a refinanced facility is forthcoming. The directors are satisfied that the group will be able to secure the required financial support to support its future trading requirements before the current facilities expire. |
The potential inability of the Group to refinance its borrowing facilities and the potential repayment of such facilities therefore represents a material uncertainty with respect to the Group's ability to continue as a going concern. |
In forming their opinion on the going concern status of the Group the Directors have also considered the impact of ongoing global events and the impact these will have on the wider economy, and markets in which the Group operates. The risks facing the Group continue to be monitored by the Board, including its business model, cash flow forecast, solvency, liquidity and banking covenants. |
Based on the above, the directors believe it is appropriate to prepare the financial statements on a going concern basis. However, the uncertainties around the potential repayment of the Groups debt facilities gives rise to a material uncertainty related to events and conditions that cast significant doubt on the Group's ability to continue as a going concern and, therefore, the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include any adjustments that would result from the basis of preparation currently used being inappropriate. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
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. |
Satcom Global Aura Limited (Registered number: 10071033) |
Notes to the Financial Statements - continued |
for the Year Ended 30 June 2023 |
3. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Plant and machinery etc | - |
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. |
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. |
Impairment of assets |
At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss. |
If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss. |
Financial instruments |
The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments on non-puttable ordinary shares. |
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss. |
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. |
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. |
Taxation |
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. |
Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities and other future taxable profits. |
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference. |
Current and deferred tax assets and liabilities are not discounted. |
Foreign currencies |
Transactions in currencies other than US dollars are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period. |
Satcom Global Aura Limited (Registered number: 10071033) |
Notes to the Financial Statements - continued |
for the Year Ended 30 June 2023 |
3. | ACCOUNTING POLICIES - continued |
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. |
4. | 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. |
5. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was NIL (2022 - NIL). |
6. | TANGIBLE FIXED ASSETS |
Plant and |
machinery |
etc |
$ |
COST |
At 1 July 2022 |
and 30 June 2023 |
DEPRECIATION |
At 1 July 2022 |
Charge for year | ( |
) |
At 30 June 2023 |
NET BOOK VALUE |
At 30 June 2023 |
At 30 June 2022 |
7. | DEBTORS |
2023 | 2022 |
$ | $ |
Amounts falling due within one year: |
Trade debtors |
Amounts owed by group undertakings |
Amounts receivable in respect of finance leases |
Amounts falling due after more than one year: |
Amounts receivable in respect of finance leases |
Aggregate amounts |
Amounts receivable in respect of finance leases are recognised at the amount of the minimum lease payments receivable by the company and residual value both discounted at the rate of interest implicit in the lease. |
Satcom Global Aura Limited (Registered number: 10071033) |
Notes to the Financial Statements - continued |
for the Year Ended 30 June 2023 |
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
$ | $ |
Trade creditors |
Amounts owed to group undertakings |
Taxation and social security |
Other creditors |
9. | FINANCIAL COMMITMENTS, GUARANTEES AND CONTINGENT LIABILITIES |
Satcom Global Aura Limited is an obligor under the terms of the Santander loan facility agreement in Satcom Global Limited. |
10. | ULTIMATE CONTROLLING PARTY |
The company's immediate parent company is Satcom Global Aura Holdings Ltd. |
The company is under the control of the directors who own the majority of the issued share capital in Broadband Satellite Services Limited, the company that heads up the group. |