The directors present their strategic report and financial statements in respect of RigNet UK Holdings Limited ("the company") for the year ended 31 March 2024. The company's ultimate parent, Viasat Inc. is listed on the NASDAQ Global Select Market.
Principal activity
The principal activity of the company continues to be that of a holding company and this is expected to continue for the foreseeable future.
The results of the company show a pre-tax loss of $0.01m (2023: $0.8m) for the year. The net assets at 31 March 2024 are $19.7m (2023: $19.7m).
Due to the global financial performance during 2023/24, no dividend income was declared in respect of the company's investment holdings. The carrying value of its investment holdings has remained consistent year on year.
The company continues to seek to expand its presence to capitalise on opportunities on the African continent, as evidenced by the continuing growth of the operations in Angola, Nigeria and Mozambique and with expansion into Ghana. It is also expected that further integration with Viasat Inc. will result in both further growth opportunities and bandwidth cost savings through the use of Viasat Inc.'s global supply chain.
On 18 December 2024, Viasat, Inc., announced that it has completed the divestiture of its Energy Services System Integration (SI) business to US-based private investment firm MAG Capital Partners. The company's subsidiary NesscoInvsat Limited, is part of the business included in the sale. Although practical details of the transaction are still being finalised at the time of authorising these financial statements, from the acquisition date onwards MAG Capital Partners is now NesscoInvsat Limited's controlling party.
The directors remain confident of the future prospects for the company’s remaining trading subsidiaries.
The key risk and uncertainty affecting the company is predominantly the recoverability of its subsidiary investments. In order to mitigate this risk, the directors seek to ensure the investments trade profitably with a focus on returning value to the shareholders, The financial risk management objectives and policies are disclosed within the Directors’ Report on page 4.
Given the nature of the company's activities, the directors are of the opinion that analysis using key performance indicators is not necessary for an understanding of the development, performance or position of the business.
Future developments
The company will continue as a holding company and no change in activity is envisaged by the directors.
The directors are aware of their duty under s.172 of the Companies Act 2006 to act in the way which they consider, in good faith, would be most likely to promote the success of the company and its subsidiaries (collectively known as "the group") for the benefit of its members as a whole and, in doing so, to have regard (amongst other matters) to:
The likely consequences of any decision in the long term;
The interests of the group’s employees;
The need to foster the group’s relationships with suppliers, customers and others;
The impact of the group’s operations on the community and the environment; and
The desirability of the group maintaining a reputation for high standards of business conduct.
The directors work to promote the success of the group, by considering the impact that their decisions may have on the group, along with the group’s stakeholders. The issues and factors which have guided the directors’ decisions are outlined in the ‘review of business’ and the ‘principal risks and uncertainties’ sections within this report.
Reputation is of key importance to the group and the directors who always consider reputational impact in taking decisions and encourages high standards of business conduct.
The group’s key stakeholders include, but are not limited to:
Employees;
Customers;
Suppliers; and
Local communities and environment in which the group is based
The directors of the group promote good governance, which is key to drive the success of the group. The directors also aim to achieve the overall strategic objectives of the RigNet and wider Viasat group, as well as continuing good relationships with all key stakeholders who are critical to the long-term success of the group. Opportunities for further professional and career development are on offer for employees through relevant training courses and qualifications.
Having regard to employees’ interests
The board attaches great importance to the skills and experience of the management and employees of the group. Its aim is to retain the best talent and believes that they will benefit from the opportunities within the group.
The board is committed to consulting, as appropriate, with relevant employees and employee representatives on a regular basis and has worked hard to ensure effective communication with all employees during the period.
The group has a number of initiatives including a commitment to create a working environment where everyone has the opportunity to learn, develop and contribute to the success of the group, whilst working within a common set of values. Regular updates on business performance KPIs through various channels are provided and an element of employee reward is linked to the financial success of the group, amongst other appraisal criteria. Appropriate whistleblowing procedure are available that employees are comfortable using.
Fostering business relationships
The group aims to be to the first choice for customers’ needs, enabling them to enjoy the full value of their relationship with the business. The group builds long term customer relationships by providing unrivalled levels of service and an offering which is unmatched in its flexibility. We maintain strong relationships across our supply chain through regular contact and meetings with our suppliers. We encourage our customers and suppliers to raise any issues or concerns they have over their relationship with the group, incorporating all aspects (legal, commercial, operational etc.) and offering dedicated points of contact within our team to promote the building of long-term business relationships.
These relationships contribute to the group’s competitive advantage. They not only enable us to execute our strategy efficiently, but also help customers and suppliers plan their business, managing cash flow and production. The group also engages actively with suppliers to make sure they fully comply with our code of conduct for suppliers and partners, which includes provisions on human rights and environmental standards.
The group values the communities in which it operates, and its aim is for its business activities to have a positive impact on them.
The group will continue to promote green technology and initiatives to protect our environment, as well as being a contributor to the economies it operates in. We continue to seek to reduce the environmental impact of our business. The business is committed to delivering a corporate social responsibility strategy that sets the overall aim to be environmentally responsible, a good neighbour and a great place to work
Maintaining high standards of business conduct
The directors are committed to operating the group in a responsible manner, operating with high standards of business conduct and good governance.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2024.
The results for the year are set out on page 11.
No ordinary dividends were paid (2023: £nil). The directors do not recommend payment of a final dividend (2023: £nil).
Overseas branches
The company has an overseas branch in Ghana. This branch is non-operational.
Going concern
The results of the company show a pre-tax loss of $0.01m (2023: $0.8m) for the year. The net assets at 31 March 2024 are $19.7m (2023: $19.7m). The net current assets at 31 March 2024 are $1.8m (2023: $1.8m).
Having considered the financial position and prospects for the company and its trading subsidiaries, the directors have developed a reasonable expectation that the company has adequate resources to continue in operational existence for a period of at least 12 months from the date of signing these financial statements. Accordingly, the going concern basis continues to be applied in preparing these financial statements.
The directors who held office during the year and up to the date of signature of the financial statements unless otherwise stated were as follows:
Future developments
Details of future developments can be found in the Strategic Report on page 1 and forms part of this report by cross-reference.
The company's activities expose it to certain financial risks including liquidity and credit risks. The company does not use derivatives for either financial risk management or for speculative purposes.
In order to ensure sufficient funds are available for ongoing operations, the company monitors the timing of expected cash flows. Further cash resources are available from the ultimate parent as and when required.
The company's principal financial assets are its inter-group receivables. Credit risk is primarily attributable to its inter-group receivables and is not considered a significant risk.
On 18 December 2024, Viasat, Inc., announced that it has completed the divestiture of its Energy Services System Integration (SI) business to US-based private investment firm MAG Capital Partners. The company's subsidiary NesscoInvsat Limited, is part of this business and was included in the sale. Although practical details of the acquisition for NesscoInvsat Limited are still being finalised at the time of authorising these financial statements, from the acquisition date onwards MAG Capital Partners is now NesscoInvsat Limited's controlling party.
The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
The company is an investment holding company for a number of subsidiaries (collectively known as “the group”) with no active trade or employees. The group qualifies as large and as such is required to disclose SECR; the company’s energy use was less than 40,000 kWh in the year and as such is exempt from disclosing SECR in its own right and there are no UK subsidiaries which qualify as large entities.
Employee involvement and engagement
The company has no employees other than the directors and therefore has nothing to report in respect of employee engagement activity during the year.
We have audited the financial statements of RigNet UK Holdings Limited (the 'company') for the year ended 31 March 2024 which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and the 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
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 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
Opinions on other matters prescribed by the Companies Act 2006
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.
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.
We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company, focusing on provision of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:
UK GAAP
Companies Act 2006
UK tax legislation
We gained an understanding of how the company is complying with laws and regulations by making enquires with management and those charged with governance. We corroborated these enquires through our review of relevant correspondence with regulatory bodies.
We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:
Management override of controls
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:
Making enquiries of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;
Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;
Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;
Completion of appropriate checklists and use of our experience to assess the company’s compliance with the Companies Act 2006; and
Agreement of the financial statement disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material risk due to fraud is higher than the risk of not detecting one resulting from error as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
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.
There are no items of other comprehensive expenditure in the current year or prior period other than as included in the profit and loss account. Accordingly, no separate statement of comprehensive income is presented.
RigNet UK Holdings Limited ("the company") is a private company limited by shares incorporated in Scotland. The registered office is Nessco House, Discovery Drive, Arnhall Business Park, Westhill, AB32 6FG. The nature of the company's business and its principal activity is as described within the Strategic Report on page 1.
The financial statements are prepared in US$ which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest US$.
FRS 102 reduced disclosure framework
The company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it. The company's ultimate parent company is Viasat Inc., which prepares consolidated financial statements in which the company's results are included and which are publicly available. Copies of the group financial statements for Viasat Inc. may be requested from Investor Relations, Viasat Inc, 6155 El Camino Real, Carlsbad, California 92009.
The company has taken advantage of the following disclosure exemptions under FRS 102 where applicable:
a) The requirements of Section 7 Statement of Cash Flows and Section 3 Financial Statement Presentation paragraph 3.17(d);
b) The requirement of Section 33 Related Party Disclosures paragraph 33.7;
c) The requirements of Section 11 Basic Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a) (iii), 11.48(a) (iv), 11.48(b) and 11.48(c).
Preparation of consolidated financial statements
The financial statements present information about the company as an individual undertaking and not about its group. The company has not prepared group financial statements as it is exempt from the requirement to do so by section 401 of the Companies Act 2006 as it is a subsidiary of another company which prepares consolidated financial statements including the company and its subsidiaries which are publicly available (note 14). These financial statements therefore present information about the company as an individual undertaking and not as a group.
During the prior period, the company extended its accounting reference date to 31 March 2023. As a result, the current year covers 12 months to 31 March 2024 whereas the comparative period covers 15 months ended 31 March 2023. Therefore prior period amounts (including related notes) are not directly comparable.
Basic financial assets, which include debtors, amounts due from fellow group companies and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the instrument to the net carrying amount on initial recognition.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities, which include creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Basic financial liabilities are subsequently carried at amortised cost, using the effective interest rate method.
Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts 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 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.
Exceptional items
Exceptional items are those items that, in the directors view, are required to be separately disclosed by virtue of their nature or incidence to enable a full understanding of the company's financial performance. Details of those items are provided in the relevant notes.
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.
The following are considered to be either judgements that have had the most significant effect on amounts recognised in the financial statements, or estimates that are dependent upon assumptions which could change in the next financial year and have a material effect on the carrying amounts of assets and liabilities recognised at the balance sheet date:
Management make an estimate of the recoverable value of fixed asset investments. When assessing the impairment of fixed asset investments, management consider factors including the future profitability and net asset position of the investment. At 31 March 2024 management were satisfied with the carrying value of the company's subsidiary investment portfolio.
The directors consider that there are no other judgements, estimates and underlying assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.
During the prior period, the company recognised an impairment in relation to its investment in RigNet Angola Limitada.
The audit fee for 2024 was £22,575 (2023: £21,000) and this was borne by another group company, RigNet UK Limited. Non-audit fees for services provided by the company's auditor were £nil (2023: £3,250).
Each of the directors who served during the current year and prior period were remunerated by other group undertakings and received no remuneration for their service to the company.
The company had no other employees in the current year or prior period (2023: nil).
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
The company is not subject to any deferred tax.
These financial statements are separate company financial statements for RigNet UK Holdings Limited.
Details of the company's subsidiaries at 31 March 2024 are as follows:
*On 18 December 2024, Viasat, Inc., announced that it has completed the divestiture of its Energy Services System Integration (SI) business to US-based private investment firm MAG Capital Partners which includes the NesscoInvsat Limited company.
** RigNet UK Holdings Limited owns 0.002% of the ordinary share capital in these entities.
The nature of these businesses are the provision of managed communications solutions for the upstream oil and gas industry.
The company exercises dominant influence over all its subsidiaries..
Amounts due to fellow group undertakings are unsecured, interest free and repayable on demand.
Profit and loss account
The profit and loss account represents cumulative profit and losses, net of dividends and other adjustments.
The other reserves pertain to capital contributions received from the company's parent.
On 18 December 2024, Viasat, Inc., announced that it has completed the divestiture of its Energy Services System Integration (SI) business to US-based private investment firm MAG Capital Partners. The company's subsidiary NesscoInvsat Limited, is part of this business and was included in the sale. Although practical details of the acquisition for NesscoInvsat Limited are still being finalised at the time of authorising these financial statements, from the acquisition date onwards MAG Capital Partners is now NesscoInvsat Limited's controlling party.
The company has taken advantage of the exemption available in accordance with Section 33 of FRS 102 "Related Party Disclosures" not to disclose transactions entered into between two or more wholly owned members of the same group.