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Registered number: 13470538
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OPEN INFRA LTD
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2023
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OPEN INFRA LTD
REGISTERED NUMBER:13470538
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Period from 31.06.2022 to 31.12.2022
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 2 to 7 form part of these financial statements.
Page 1
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OPEN INFRA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Open Infra Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Salt Quay House 4 North East Quay, Sutton Harbour, Plymouth, PL4 0BN, United Kingdom.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
The Company has generated a loss after tax of £3,747,851 in the current year (2022: £769,975) and at the year-end date had net current liabilities of £8,186,239 (2022: £1,563,866). The Company plans to continue expanding its network infrastructure which requires additional investment in addition to cash generated to facilitate this growth. The Company has no external debt and is reliant on the financial support of its parent undertaking Open Infra UK AB to fund expansion plans and cover the costs of the business as it continues to expand its network infrastructure.
Whilst Open Infra UK AB (ultimate controlling party) has provided a letter of support declaring their intention to provide financial support to the UK company for a period of at least 12 months from the date of signing the 2023 financial statements, no formal deed of undertaking has been issued to provide the necessary support. The UK Company is expected to continue to be loss making going forwards with an increasing net current liabilities position, the Directors have therefore concluded that a material uncertainty exists in relation to events or conditions that may cast significant doubt on the ability of the Company to realise its assets and discharge its liabilities in the normal course of business and, therefore, continue to operate as a going concern.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Page 2
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OPEN INFRA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Income and Retained Earnings as described below.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
DEFINED CONTRIBUTION PENSION PLAN
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Page 3
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OPEN INFRA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Tangible fixed assets (CONTINUED)
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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:
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5 years straight line basis
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5 years straight line basis
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30 years straight line basis
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Assets under construction
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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.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following have been considered to be significant estimates or judgements:
Depreciation rates - Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives. The bases for depreciation charges are detailed in note 2.8 and are reviewed and adjusted prospectively if appropriate or if there is a significant change since the last reporting date. Useful lives are estimated by management with reference to manufacturers guidelines and existing knowledge and experience.
Assets under construction - A significant judgement is classifying the asset's completeness and when depreciation should commence. Assets are transferred out from assets under construction to the Network category once a development site has been connected to an internet service provider. Depreciation commences the month after this transfer.
Deferred tax asset - Deferred tax assets are recognised to the extent it is probable that the underlying tax loss or deductible temporary difference will be utilised against future taxable income. A potential deferred tax asset of £1,190,442 has not been recognised.
Page 4
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OPEN INFRA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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The average monthly number of employees, including directors, during the year was 6 (2022: 1).
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Assets under construction
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Transfers between classes
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Charge for the year on owned assets
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Period from 01.06.2022 to 31.12.2022
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Prepayments and accrued income
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Page 5
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OPEN INFRA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Creditors: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Period from 01.06.2022 to 31.12.2022
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Interest payable on the intercompany loan amounted to £270,928 as at 31 December 2023 (December 2022: £22,207). The intercompany balance is repayable on demand.
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Period from 01.06.2022 to 31.12.2022
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ALLOTTED, CALLED UP AND FULLY PAID
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2 (2022: 2) Ordinary shares of £1.00 each
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Related party transactions
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As the company is a wholly owned subsidiary of Open Infra UK AB, the company has taken advantage of the exemption contained in FRS102 paragraph 33.1A, and not disclosed transactions or balances with wholly owned subsidiaries which form part of the group.
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The Company's ultimate parent undertaking at the balance sheet date was Open Infra UK AB, which is incorporated in Sweden.
Page 6
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OPEN INFRA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.
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In their report, the auditors emphasised the following matter without qualifying their report:
Material uncertainty related to going concern
We draw attention to note 2.2 in the financial statements, which indicates that the Company is reliant on continued Group support and, whilst a letter of support has been received, no formal deed of undertaking has been issued to provide the necessary support. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, 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.
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The audit report was signed on 25 March 2025 by Kevin Connor FCA (Senior statutory auditor) on behalf of Bishop Fleming LLP.
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