The directors present the strategic report for the year ended 30 April 2024.
Verevo Limited, a non-trading holding company, plays a pivotal role as the parent company to CCN Communications Limited ('CCN'), the leading operating company for the group. The other components, while important, did not significantly impact the group's financial performance for 2024 compared to CCN. Following the disposal of Nexus Fibre Solutions Limited, CCN is now solely the main operating company for the group.
In July 2023 Nexus Fibre Solutions Limited, a subsidiary of the group, ceased operations. On 27 September 2023, at a general meeting of the members of the subsidiary company, Nexus Fibre Solutions Limited ("Nexus"), resolutions were passed to appoint liquidators to commence a voluntary winding up of the subsidiary company. Verevo Limited therefore ceased to control Nexus following the appointment of the liquidators on 28 September 2023 and in accordance with FRS 102, Nexus has been treated as a disposal within these consolidated financial statements.
The nature of the Nexus business was that it operated as a provider of subcontracted services to CCN Communications Ltd ("CCN"), with all of its revenue to CCN. Following the cessation of Nexus, CCN has acquired those subcontractor services directly, rather than via Nexus, and hence from the perspective of the group as a whole, there has not been a discontinued operation.
CCN Communications is a utility contractor with a strong track record in the digital infrastructure sector, especially in constructing fibre-to-the-premise telecom networks in the southern UK. With over 16 years of experience in this field, the company provides comprehensive services ranging from network construction to technical operations. The current owners and leadership team have over 30 years of experience in this sector.
Digital Infrastructure and bringing gigabit broadband fibre services to every property in the UK is a fast-growing sector that will transform the UK's economy and infrastructure. The fibre to the premise market is worth c£5bn. Gigabit broadband is imperative as the UK still catches up on the OECD (Organisation for Economic Co-operation and Development) table for full-fibre connectivity. The key driver in recent years has been the demand for data services. The outlook for future demand is more capacity at faster rates. The UK economy, especially, is a services economy. A services economy runs on the internet and must run on fibre.
Over the past 12 months, the UK is now 60% connected, and intense government pressure to get to 80% by 2025 is fuelling domestic and foreign investment in Internet Service Providers (ISP) and Network Operators in both the mobile and fixed-line sectors. CCN is positioned as one of the few choices for building these networks in the south of the UK, and there is continued demand for our services.
Our management team is resolute in its commitment to solidifying our dominance in the UK's southern region and sharpening our focus on digital infrastructure with just two key clients. We are poised for significant growth with two pivotal contracts secured and at the helm of the new government-backed BDUK project across Hampshire and Sussex, valued at £250 million. Anticipating a business consolidation of £40 million in the 2025 range, we are primed for expansion.
Our strategic imperative is establishing digital infrastructure across our operating region and positioning ourselves as the foremost long-term maintenance and build partner for new technologies and fibre requirements.
Our strategy is firmly rooted in operational excellence as we expand, ensuring quality control. We are wholeheartedly committed to empowering our clients to market their products and drive their business models successfully. This steadfast commitment is pivotal to our ongoing investment and expansion. As a result, we persist in investing in building the capabilities of our workforce, with our established leadership and management program continuing to thrive across the entire organisation.
Our main challenge is to keep our company efficient as we grow without losing money due to complexity. It's important to simplify our processes so that we can make decisions and deliver quickly. Over the past year, we have spent much time and money improving our back-office systems and processes. This will help us grow without letting complexity reduce our profits.
Risk
The significant foreign and domestic investment and the high-profile coverage of this sector by the central government have attracted interest from other sectors. We have observed a focus from large public corporations looking to enter this space. Additionally, foreign interest and several mergers and acquisitions have intensified competition within this opportunity. However, with other infrastructure projects in the UK flourishing and our established presence in our area, we have encountered very little regional competition. As a result, we anticipate minimal threat from new entrants in the foreseeable future, as we have secured most of the build.
Key performance Indicators
The business operates with several key performance indicators. The below key performance indicators are based on the main operating company's performance in the group, CCN Communications:
Turnover decreased by 28% to £41.4m from £57.1m. This was expected as part of our strategy to consolidate to fewer customers.
Gross Profit up to £9.9m from £8.6m
Overhead increased to 20% of turnover, mainly due to reducing staff costs. As those savings materialise, we anticipate that it will be less than 9% next year.
Future order book £250m > 5 years turnover.
Staff Churn <10%
Throughout 2023 and 2024, construction costs for materials and labour continued to rise due to the conflict in Ukraine and the cost-of-living crisis. Rate increases partially offset these cost increases. During this time, the company completed restructuring various contracts that were reaching their natural end.
In early 2024, we focused on two critical, profitable, long-term contracts. As part of this focus, we consolidated our operating depots from 6 locations to 3, which helped reduce operating costs and stock holding.
Recruitment was paused as we carefully managed staff numbers to reduce in line with depot closures.
The business implemented new technology to improve quality in the field, task administration, and communication, which resulted in cost savings.
Overall, 2023 to 2024 was a transformational year. The cost-saving efforts of the prior year delivered increased net profit with less turnover.
As we begin the new financial year, these technologies continue to improve. Our sole focus on two key contracts allows us to aim for increased efficiency and customer service.
The company is confident that focusing on developing central functions will ensure meeting customer demand and improving performance.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 April 2024.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The results for the year are set out on page 10.
Ordinary dividends were paid amounting to £1,101,961. The directors do not recommend payment of a further dividend.
The auditor, TC Group, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
In accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 the company has chosen to set out in the Strategic Report the information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
We have audited the financial statements of Verevo Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
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 group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company 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.
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
The notes on pages 16 to 33 form part of these financial statements.
The notes on pages 16 to 33 form part of these financial statements.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,078,410 (2023 - £1,174,362 profit).
The notes on pages 16 to 33 form part of these financial statements.
Verevo Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .
The group consists of Verevo Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in 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.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Verevo Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 30 April 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
As set out in the Directors’ Responsibilities Statement on page 7, in preparing these financial statements the directors are required to prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.
In satisfaction of this responsibility the directors have reviewed in detail the business’ cash flow projections, and considered the group’s ability to meet its liabilities as they fall due. These cash flow forecasts are based upon existing contracts and customer orders, and show that over the next 12 months the group expects to generate a positive net inflow of cash. Further, the cash flow forecasts show that with careful management of the group's working capital, including utilising short-term financing facilities where necessary, the group expects to continue to meet its commitments as they fall due.
The directors are confident that they will have adequate resources to enable the group to continue to operate for the foreseeable future. Accordingly, the directors consider it appropriate to prepare these financial statements on a going concern basis.
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.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
The “percentage of completion method” is used to determine the appropriate amount to recognise in a given period. The stage of completion is measured by the proportion of contract costs incurred for work performed to date compared to the estimated total contract costs. Costs incurred in the year in connection with future activity on a contract are excluded from contract costs in determining the stage of completion. These costs are presented as stocks, prepayments or other assets depending on their nature, and provided it is probable they will be recovered.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs. Financial assets classified as receivable within one year are not amortised.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price. 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. Trade creditors are recognised initially at transaction price. 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.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.
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.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Leases are classified under hire purchase where the risks and rewards of ownership are substantially transferred to the Lessee by the terms of the agreement.
Assets held under hire purchase are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a hire purchase obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to the profit and loss account so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to the profit and loss on a straight line basis over the term of the relevant lease.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Estimation of revenues and amounts recoverable on contracts
In determining the amount of revenue and profits to be recognised for each of the contracted services which were in progress at the balance sheet date, the directors have made key estimates regarding the estimated stage of completion, the future costs expected to complete and the revenues which will ultimately be recovered from each of the contracted services. The directors use their experience and judgement when producing these estimates, which may differ from the future final outcome of the contracts, and it is possible that these differences could be material, when recognised within the profit and loss account in subsequent periods.
All of the group's turnover for the period was derived from the rendering of services in connection with the group's principal activity. All turnover was provided to sites and customers based in the United Kingdom.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
Of the charge to current tax in relation to discontinued operations, £0 relates to tax on profits and £0 arose on disposal.
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Details of the company's subsidiaries at 30 April 2024 are as follows:
The registered office addresses of all of the above companies are Unit F1 Daedalus Park, Daedalus Drive, Lee-On-The-Solent, Hampshire, England, PO13 9FX; except for Nexus Fibre Solutions Limited whose registered office is C/O Begbies Traynor (Central) Llp, 5 Prospect House Meridians Cross, Ocean Way, Southampton, SO14 3TJ.
On 27 September 2023, at a general meeting of the members of the subsidiary company, Nexus Fibre Solutions Limited, resolutions were passed to appoint liquidators to commence a voluntary winding up of the subsidiary company. Verevo Limited therefore ceased to control Nexus Fibre Solutions Limited following the appointment of the liquidators on 28 September 2023.
In July 2023 Nexus Fibre Solutions Limited, a subsidiary of the group, ceased operations. On 27 September 2023, at a general meeting of the members of the subsidiary company, Nexus Fibre Solutions Limited ("Nexus"), resolutions were passed to appoint liquidators to commence a voluntary winding up of the subsidiary company. Verevo Limited therefore ceased to control Nexus following the appointment of the liquidators on 28 September 2023 and in accordance with FRS 102, Nexus has been treated as a disposal within these consolidated financial statements.
The nature of the Nexus business was that it operated as a provider of subcontracted services to CCN Communications Ltd ("CCN"), with all of its revenue to CCN. Following the cessation of Nexus, CCN has acquired those subcontractor services directly, rather than via Nexus, and hence from the perspective of the group as a whole, there has not been a discontinued operation.
Included in other creditors are hire purchase liabilities which are secured on the assets to which they relate.
The bank loans are secured. Further information is provided in Note 16.
Hire purchase liabilities are secured on the assets to which they relate.
The group's bank loans comprise a mortgage and two Coronavirus Business Interruption Loan Scheme (CBILS) loans.
The mortgage is repayable in equal monthly instalments until October 2032 and is secured on the property within the group. Interest is incurred on the mortgage at 4%.
In the year ended 30 April 2020 the company obtained a £750,000 CBILS loan, which is secured via an unlimited debenture on a subsidiary company's assets, and is repayable in equal monthly instalments to April 2026. Interest is incurred on this CBILS loan at 2.37% above base.
In the year ended 30 April 2021 the company obtained an additional £350,000 CBILS loan, which is secured via an unlimited debenture on a subsidiary company's assets, and is repayable in equal monthly instalments to February 2026. Interest is incurred on this CBIL loan at 2.44% above base.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows: