Company registration number 07849963 (England and Wales)
VONEUS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
VONEUS LIMITED
COMPANY INFORMATION
Directors
O Bradley
G Della Pesca
Y Kestenbaum
Y Raveh
A Boninsegna
(Appointed 21 September 2023)
S Giulietti
(Appointed 21 September 2023)
K Harris
(Appointed 21 September 2023)
Company number
07849963
Registered office
The Grange
100 High Street
Southgate
London
N14 6PW
Auditor
Grant Thornton UK LLP
101 Cambridge Science Park
Milton Road
Cambridge
Cambridgeshire
CB4 0FY
VONEUS LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13 - 14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 41
VONEUS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

The directors present the strategic report for the year ended 31 March 2024.

There have been no changes in the principal activities of the company in the year under review. Voneus provides superfast and gigabit broadband services to rural and semi-rural communities across the UK.

 

Fair review of the business

Voneus has enjoyed a strong year, having delivered FTTP assets across a number of target areas in England and Wales supported by key design and build partnerships. In addition, on 21 September 2023, Voneus also further consolidated its position in the rural broadband market by merging the fibre businesses of SWS Broadband Limited and Cadence Networks Limited into the business and simultaneously acquiring the trade and assets of Broadway Partners Limited.

These investments are underpinned by continued backing of shareholders and access to a £70m debt facility.

Performance and position at the year end

The company uses a number of financial KPIs to review its performance during the year and its position as at the year end. The main financial KPIs are outlined below:

 

 

                    2024        2023

Turnover                    £4,417,186    £3,293,081

Gross profit                £768,674    £942,861

Gross profit margin            17%        29%

Employees                238        156

Wages and salaries            £14,933,775    £8,309,793

Average wage per employee        £62,747        £53,267

Purchase of tangible assets        £58,279,385    £36,080,917

Government grant receipts            £1,128,929    £484,674

Loss before tax                £36,651,056    £14,533,331

 

Turnover has increased by over 34% year-on-year due to customer acquisition. Gross profit margin has decreased to 17% (2023: 29%) due to an increase in a number of build sites for which operating costs are incurred upfront, ahead of any anticipated revenue for those sites. Similarly, the loss for the financial year has increased year-on-year driven by a higher level of capital deployment. Government grant receipts have increased significantly due to the company's successful participation in the BDUK voucher scheme.

In addition to the KPIs above, we also monitor the following operational metrics:

 

The company evaluates these KPIs on a monthly basis to assess its performance. Where any other KPIs become apparent and relevant to the business, these will similarly be for review on a monthly basis.

VONEUS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Principal risk and uncertainties

Principal Risk

Mitigation and Considerations

Competition from BT Openreach, Virgin Media and other Altnets

  • Voneus plans and builds in rural areas of the country which are underserved by both BT and other market players.

  • The Company identified a significant pipeline of premises, supporting medium-term growth ambitions. Some of these pipeline areas are at risk of over build from competitors such as BT Openreach.

  • Voneus retains the flexibility to identify further deployment areas.

Lower than expected customer penetration

in target areas

  • Demand has been accentuated by the impact of the Covid-19 pandemic with increased prevalence of e.g. home-working from rural areas.

  • Supported by geo-mapping technology, Voneus builds networks in areas of low competition (where gigabit speeds are unavailable). This approach allows Voneus to achieve faster and deeper customer penetration.

  • Future demand for speed and bandwidth is set to grow, with the reliance on broadband only set to grow; smart homes, streaming, multiple devices.

Maintaining

commercially viable

cost of a home passed

  • Voneus has code powers and has full PIA accreditation, which allows it to utilise existing pole and duct infrastructure to deliver its fibre solution, therefore reducing both costs and deployment timelines.

  • Voneus qualifies for the Government’s rural gigabit voucher scheme. This allows the company to secure a cost contribution for every qualifying home that is connected to the Gigabit-capable network.

Availability of contractors and contractor resource

  • Voneus is engaged with multiple construction contractors across the network footprint to reduce exposure to any single firm.

 

Health & Safety

  • Voneus has a dedicated SHEQ function which is responsible for auditing workspaces and sites ensuring that acts in the best interests of the employees and the public and ensures it meets the obligations and requirements of external authorities.

Regulatory

  • Ofcom regulates markets with the aim of protecting consumers and incentivising investment in markets where it finds players with significant market power.

  • Pricing parameters and restrictions on BT Openreach will protect Voneus from aggressive, regional pricing in the communities it serves.

Loss of access to funding

  • Voneus is currently loss-making in the near term and is therefore dependent on external funding to sustain its operations and growth ambitions.

  • In August 2023, a £70m debt facility was obtained which is sufficient to support the short-term growth aspirations supplemented by additional equity funding committed in November 2024.

  • Additional funding is being sought to drive further growth in the business.

VONEUS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -

Technology

  • Voneus utilises fibre optic technology which is inherently superior to the copper-based technology that it replaces.

 

  • Although technological advancement remains a risk, management view the likely redundancy of fibre optic technology as low.

 

  • Furthermore, Voneus continually reviews new technologies as they emerge in both the fibre and wireless markets.

Government policy

  • The current government’s stance (and that of the main opposition parties) remains favourable, particularly in relation to “levelling-up” access for rural, harder to reach customers.

 

  • Voneus has secured significant funding through the government’s Gigabit voucher scheme.

Credit risk

  • Credit ratings remain strong and the company maintains close relationships with its suppliers such that it is able to manage its cashflow and ensure bills are paid as they fall due.

Liquidity risk

  • Management understand that in its current developmental cycle, Voneus’ liquidity risk is higher due to its activities being geared towards the construction of its network infrastructure.

 

  • Whilst assets are not readily convertible, the company works extremely closely with its investors and debtholders to ensure that obligations are forecast accurately, in order that the company can utilise headroom within its equity and debt funding agreements, as necessary.

 

Voneus is consistently looking to expand its network footprint. To this end, the business is engaged with investors and lenders to increase funding to facilitate further expansion in order to bring gigabit-capable services to new communities.

On behalf of the board

G Della Pesca
Director
13 May 2025
VONEUS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -

The directors present their annual report and financial statements for the year ended 31 March 2024.

Principal activities

The principal activity of the company and group continued to be that of Internet connectivity to rural and semi-rural communities.

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

O Bradley
M Bradshaw
(Resigned 21 September 2023)
G Della Pesca
Y Kestenbaum
Y Raveh
A Boninsegna
(Appointed 21 September 2023)
S Giulietti
(Appointed 21 September 2023)
K Harris
(Appointed 21 September 2023)
E Henry
(Appointed 21 September 2023 and resigned 7 January 2025)
Post reporting date events

After the year end 12,389,271 Ordinary A shares were allotted with nominal value of £1. The shares were issued at a premium of £1.53 for total consideration of £31,396,668.

A further 17,154,990 Ordinary B shares were allotted with a nominal value of £1. The shares were issued at a premium of £1.53 for total consideration of £43,473,850.

A further 6,193,428 Ordinary B shares were allotted with a nominal value of £1. The shares were issued for a premium of £0.40 for total consideration of £8,700,000.

A further 10,000 Ordinary C shares were allotted with a nominal value of £0.01. The shares were issued for a premium of £1.19 for total consideration of £11,900.

 

Further details can be found on note 26.

Auditor

The auditor, Grant Thornton UK LLP, will be proposed for reappointment in accordance with section 485 of the

Companies Act 2006.

 

VONEUS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 5 -
Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the strategic report.true

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Statement of disclosure to auditor

The directors confirm that:

VONEUS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 6 -
Going concern

The directors have considered the resources required and the financing available in order to meet the company’s

expansion plans.

 

As the company continues to expand through investing in its network deployment, external funding is expected to be required over a period of years.

 

The company benefits from the continued financial support of its ultimate shareholders, Macquarie Asset Holdings Limited, IIF Fiber Holdings Limited Partnership and TIP RBBS Investments LP (controlled by funds managed by Tiger Infrastructure Partners LP), including a broader, legally-binding funding commitment.

In addition, the £70 million loan facility agreed with banking partners in August 2023 to support the future network expansion plans remains in place.

 

The company has carried out extensive financial modelling to consider the impact of potential events on its cash position (for example by using conservative assumptions on customer growth, revenue and cost inflation). As part of this review, the company remains compliant with future lending covenants.

 

As part of the financial modelling, the directors have considered a severe downside scenario in which funding availability is constrained with no further funding being utilised beyond currently committed sources. In this scenario, the company would need to reduce its planned expenditure (including pausing network deployment) and the size of its operations. The cashflow modelling demonstrates that, in this stress test, the company retains the ability to meet its liabilities as they fall due for the 12 months from the signature of these accounts.

 

Consequently, the directors have reasonable expectation that the company has adequate resources to continue to operate in the foreseeable future. Therefore, the directors continue to adopt the going concern basis in preparing the financial statements.

Directors’ third-party indemnity provisions

The company holds Directors and officer liability insurance.

 

On behalf of the board
G Della Pesca
Director
13 May 2025
VONEUS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VONEUS LIMITED
- 7 -
Opinion

We have audited the financial statements of Voneus Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 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).

In our opinion the financial statements:

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

We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's and the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.

In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the group's and the parent company's business model including effects arising from macro-economic uncertainties such as cost of living increases. We assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the group's and the parent company's financial resources or ability to continue operations over the going concern period.

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 the 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.

VONEUS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VONEUS LIMITED
- 8 -

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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is 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:

Matters on which we are required to report under the Companies Act 2006

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.

 

Matters on which we are required to report by exception

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:

Responsibilities of directors

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.

Auditor's 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 an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

VONEUS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VONEUS LIMITED
- 9 -

 

VONEUS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VONEUS LIMITED
- 10 -

 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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.

Andrew Hodgekins (Senior Statutory Auditor)
For and on behalf of
13 May 2025
Grant Thornton UK LLP
Chartered Accountants
Statutory Auditor
101 Cambridge Science Park
Milton Road
Cambridge
Cambridgeshire
CB4 0FY
VONEUS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
2024
2023
Notes
£
£
Turnover
3
4,417,186
3,293,081
Cost of sales
(3,648,512)
(2,350,217)
Gross profit
768,674
942,864
Administrative expenses
(29,584,006)
(13,938,748)
Other operating income
153,151
64,923
Operating loss
4
(28,662,181)
(12,930,961)
Interest payable and similar expenses
8
(6,478,502)
(1,877,370)
Shareholder loans written off
9
-
(25,000)
Integration costs
(1,510,373)
-
0
Loss before taxation
(36,651,056)
(14,833,331)
Tax on loss
10
1,767
78,000
Loss for the financial year
(36,649,289)
(14,755,331)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
VONEUS LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
11
41,244,164
3,800,981
Negative goodwill
11
(9,817,157)
-
0
Net goodwill
31,427,007
3,800,981
Other intangible assets
11
1,440,260
622,990
Total intangible assets
32,867,267
4,423,971
Tangible assets
12
124,195,261
49,126,135
157,062,528
53,550,106
Current assets
Stocks
15
4,770,824
748,776
Debtors
16
5,858,801
7,513,340
Cash at bank and in hand
10,191,086
7,448,736
20,820,711
15,710,852
Creditors: amounts falling due within one year
17
(17,418,126)
(11,238,682)
Net current assets
3,402,585
4,472,170
Total assets less current liabilities
160,465,113
58,022,276
Creditors: amounts falling due after more than one year
18
(67,029,435)
(34,695,751)
Net assets
93,435,678
23,326,525
Capital and reserves
Called up share capital
22
91,476,743
40,026,266
Share premium account
74,741,479
19,433,514
Other reserves
19,446
19,446
Profit and loss reserves
(72,801,990)
(36,152,701)
Total equity
93,435,678
23,326,525
The financial statements were approved by the board of directors and authorised for issue on 13 May 2025 and are signed on its behalf by:
13 May 2025
G Della Pesca
Director
Company registration number 07849963 (England and Wales)
VONEUS LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 13 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
11
3,370,887
3,504,698
Negative goodwill
11
(10,251,519)
-
0
Net goodwill
(6,880,632)
3,504,698
Other intangible assets
11
1,403,299
622,990
Total intangible assets
(5,477,333)
4,127,688
Tangible assets
12
118,126,210
49,126,135
Investments
13
40,283,547
296,283
152,932,424
53,550,106
Current assets
Stocks
15
3,829,457
748,776
Debtors
16
5,369,248
7,513,340
Cash at bank and in hand
9,854,711
7,448,736
19,053,416
15,710,852
Creditors: amounts falling due within one year
17
(16,845,033)
(11,238,682)
Net current assets
2,208,383
4,472,170
Total assets less current liabilities
155,140,807
58,022,276
Creditors: amounts falling due after more than one year
18
(67,029,435)
(34,695,751)
Net assets
88,111,372
23,326,525
Capital and reserves
Called up share capital
22
91,476,743
40,026,266
Share premium account
74,741,479
19,433,514
Other reserves
19,446
19,446
Profit and loss reserves
(78,126,296)
(36,152,701)
Total equity
88,111,372
23,326,525

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £41,973,595 (2023 - £14,470,502 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Company registration number 07849963 (England and Wales)
VONEUS LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 14 -
The financial statements were approved by the board of directors and authorised for issue on 13 May 2025 and are signed on its behalf by:
13 May 2025
G Della Pesca
Director
Company registration number 07849963 (England and Wales)
VONEUS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 15 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 April 2022
12,026,268
19,433,514
19,446
(21,397,370)
10,081,858
Year ended 31 March 2023:
Loss and total comprehensive income
-
-
-
(14,755,331)
(14,755,331)
Issue of share capital
22
27,999,998
-
0
-
-
27,999,998
Balance at 31 March 2023
40,026,266
19,433,514
19,446
(36,152,701)
23,326,525
Year ended 31 March 2024:
Loss and total comprehensive income
-
-
-
(36,649,289)
(36,649,289)
Issue of share capital
22
51,450,477
55,307,965
-
-
106,758,442
Balance at 31 March 2024
91,476,743
74,741,479
19,446
(72,801,990)
93,435,678
VONEUS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 16 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 April 2022
12,026,268
19,433,514
19,446
(21,682,199)
9,797,029
Year ended 31 March 2023:
Loss and total comprehensive income for the year
-
-
-
(14,470,502)
(14,470,502)
Issue of share capital
22
27,999,998
-
0
-
-
27,999,998
Balance at 31 March 2023
40,026,266
19,433,514
19,446
(36,152,701)
23,326,525
Year ended 31 March 2024:
Profit and total comprehensive income
-
-
-
(41,973,595)
(41,973,595)
Issue of share capital
22
51,450,477
55,307,965
-
-
106,758,442
Balance at 31 March 2024
91,476,743
74,741,479
19,446
(78,126,296)
88,111,372
VONEUS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
- 17 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
29
(20,273,787)
(10,145,992)
Interest paid
(5,977,499)
(1,654,952)
Net cash outflow from operating activities
(26,251,286)
(11,800,944)
Investing activities
Cash paid for business combinations (net of cash acquired)
(7,193,765)
(2,425,000)
Purchase of intangible assets
(1,044,477)
(581,241)
Additions to tangible fixed assets
(54,172,293)
(33,324,763)
Proceeds from disposal of tangible fixed assets
-
40,052
Net cash used in investing activities
(62,410,535)
(36,290,952)
Financing activities
Proceeds from issue of shares
61,236,797
27,999,998
Proceeds from loans
31,638,612
21,500,000
Repayment of loans
(1,416,774)
-
Payment of finance leases obligations
(54,464)
(19,589)
Net cash generated from financing activities
91,404,171
49,480,409
Net increase in cash and cash equivalents
2,742,350
1,388,513
Cash and cash equivalents at beginning of year
7,448,736
6,060,223
Cash and cash equivalents at end of year
10,191,086
7,448,736
VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 18 -
1
Accounting policies
Company information

Voneus Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is The Grange, 100 High Street, Southgate, London, N14 6PW. On 21 September 2023, Voneus merged with Secure Web Services Limited and Cadence Networks Limited. Voneus also acquired the trade and assets of Broadway Partners Limited on the same date, which included the acquistion of Monmouthshire Broadband Limited. As a result, the figures from these subsidiaries have been consolidated from this date.

 

The group consists of Voneus Limited and all of its subsidiaries.

 

Audit exemption of subsidiaries under Parent Company Guarantee

The subsidiaries, Secure Web Services Limited (company number 03923463), Monmouthshire Broadband Limited (company number 12415781) and Cadence Networks Ltd (company number 06852472) are exempt from the requirements of the UK Companies Act 2006 relating to the audit of individual accounts by virtue of s479A of the Act. The outstanding liabilities at 31 March 2024 have been guaranteed by the Company pursuant to s479A to s479C of the Act.

1.1
Accounting convention

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:

 

VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 19 -
1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of identifiable assets, liabilities, and contingent liabilities acquired recognised as goodwill. The excess of the fair value of the identifiable assets, liabilities, and contingent liabilities acquired over the cost of a business combination is recognised as negative goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Voneus 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 31 March 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.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 20 -
1.4
Going concern

The directors have considered the resources required and the financing available in order to meet the group’s expansion plans.

As the group continues to expand through investing in its network deployment, external funding is expected to be required over a period of years.

The group benefits from the continued financial support of its ultimate shareholders, Macquarie Asset Holdings Limited, IIF Fiber Holdings Limited Partnership and TIP RBBS Investments LP (controlled by funds managed by Tiger Infrastructure Partners LP), including a broader, legally-binding funding commitment.

In addition, the £70 million loan facility agreed with banking partners in August 2023 to support the future network expansion plans remains in place.

The group has carried out extensive financial modelling to consider the impact of potential events on its cash position (for example by using conservative assumptions on customer growth, revenue and cost inflation). As part of this review, the group remains compliant with future lending covenants

As part of the financial modelling, the directors have considered a severe downside scenario in which funding availability is constrained with no further funding being utilised beyond currently committed sources. In this scenario, the group would need to reduce its planned expenditure (including pausing network deployment) and the size of its operations. The cashflow modelling demonstrates that, in this stress test, the group retains the ability to meet its liabilities as they fall due for the 12 months from the signature of these accounts.

Consequently, the directors have reasonable expectation that the group has adequate resources to continue to operate in the foreseeable future. Therefore, the directors continue to adopt the going concern basis in preparing the financial statements.

1.5
Turnover

Turnover is derived from network service sales and installation sales. Turnover is recognised evenly over the period to which the services are granted, as customers simultaneously receive and consume fixed wireless connectivity over the service period.

 

Turnover is recognised from the date at which the network service becomes available for use by the customer.

 

Customers are billed in advance for network services either on a monthly or annual basis, with installation services being billed in arrears.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is the economic life of the assets acquired.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

 

Where negative goodwill is recognised, the excess up to the fair value of non-monetary assets acquired is reocgnised in the profit or loss in the periods in which the non-monetary assets are recovered. Any excess exceeding the fair value of non-monetary assets acquired is recognised in profit or loss in the periods expected to be benefited; this being 10 years.

VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 21 -
1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computer software
Straight line over 2-5 years
Other intangibles
Straight line over 10 years
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
Over the term of lease
Fixtures and fittings
1 to 10 years straight line
Computers
3 years straight line
Motor vehicles
5 years straight line
Site Build
3 to 20 years straight line

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.

1.9
Fixed asset investments

Interest in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses and reversals of impairment losses are recognised immediately in profit or loss

 

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.

VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 22 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 23 -
1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. Stocks held is utilised for site builds and not for the purpose of external sale.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
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.

1.13
Financial instruments

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

Basic financial assets, which include debtors 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 24 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. 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. 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. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in interest payable and similar expenses as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 25 -
1.14
Equity instruments

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.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current 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. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. 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.

1.16
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.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases 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 finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 26 -

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.19
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.

1.20

Integration costs

Integration costs are costs incurred post-acquisition in order to merge or subsume the business operations of one or more separately identifiable business combinations in order to streamline the business, benefit from synergies and ultimately fully wind down the activities in the acquired businesses. Such costs would not be incurred in the absence of any business combinations.

2
Judgements and key sources of estimation uncertainty

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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Capitalisation of site build

Management capitalises an element of staff and overheads costs incurred in the site build. This calculation includes judgements around the amount of time individuals spend on work/projects which is of a nature such that it meets the definition of being capitalised i.e. that it is directly attributable to the asset being built.

VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 27 -
Key sources of estimation uncertainty

In preparing these financial statements, the directors have had to make the following judgements:

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

Tangible fixed assets (see note 12)

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

Intangible fixed assets (see note 11)

Intangible assets represent goodwill and negative goodwill on the acquisition of subsidiaries and other intangible assets and is amortised or written off as appropriate to reflect management’s judgement of the likely economic value.

Going concern

When assessing if the group is a going concern, conclusions have been made based on modelling, for which the underlying assumptions require judgment.

Business combination

When calculating the value of goodwill, judgements have been used to assess the fair value of assets and liabilities at date of acquisition of subsidiaries.

3
Turnover and other revenue
2024
2023
£
£
Other revenue
Grants received
153,831
63,550
4
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses/(gains)
15,688
(101)
Government grants
(153,831)
(63,550)
Depreciation of owned tangible fixed assets
7,202,864
3,512,630
Profit on disposal of tangible fixed assets
-
(40,052)
Amortisation of intangible assets
2,292,442
589,881
Operating lease charges
917,336
626,431
VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 28 -
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
195,000
66,000
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Administrative
34
33
33
33
Operational
204
123
199
123
Total
238
156
232
156

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
14,933,775
8,309,793
14,458,618
8,309,793
Social security costs
1,630,704
959,461
1,583,711
959,461
Pension costs
508,239
290,206
494,817
290,206
17,072,718
9,559,460
16,537,146
9,559,460

Of the wages expense, amount of £7,041,703 (2023: £4,635,503) were capitalised in the year in respect of the site build.

7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
-
237,256
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
-
237,256
VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
7
Directors' remuneration
(Continued)
- 29 -

The Directors are representatives of the shareholders of the company and receive no remuneration from the company.

8
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
5,063,608
1,869,295
Other interest on financial liabilities
-
8,075
5,063,608
1,877,370
Other finance costs:
Interest on finance leases and hire purchase contracts
19,272
-
Loss on hedged item in a fair value hedge
1,395,622
-
0
Total finance costs
6,478,502
1,877,370
9
Amounts written off shareholder loans
2024
2023
£
£
Shareholder loans written off
-
(25,000)
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
(1,767)
-
0
Deferred tax
Origination and reversal of timing differences
-
0
(78,000)
Total tax credit
(1,767)
(78,000)
VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
10
Taxation
(Continued)
- 30 -

The actual credit 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:

2024
2023
£
£
Loss before taxation
(36,651,056)
(14,833,331)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
(9,162,764)
(3,485,833)
Tax effect of expenses that are not deductible in determining taxable profit
299,409
102,427
Tax effect of income not taxable in determining taxable profit
-
0
(62,897)
Unutilised tax losses carried forward
20,166,865
11,182,434
Permanent capital allowances in excess of depreciation
(14,798,730)
(8,515,538)
Depreciation on assets not qualifying for tax allowances
1,800,716
667,400
Amortisation on assets not qualifying for tax allowances
573,111
112,007
Deferred tax adjustments in respect of prior years
-
0
(78,000)
Group CIR
1,119,626
-
0
Taxation credit
(1,767)
(78,000)
11
Intangible fixed assets
Group
Goodwill
Negative goodwill
Computer software
Other intangibles
Total
£
£
£
£
£
Cost
At 1 April 2023
4,769,701
-
0
889,986
8
5,659,695
Additions - separately acquired
12,188
-
0
1,023,248
50,098
1,085,534
Additions - business combinations
39,961,738
(10,348,495)
-
0
36,961
29,650,204
At 31 March 2024
44,743,627
(10,348,495)
1,913,234
87,067
36,395,433
Amortisation and impairment
At 1 April 2023
968,720
-
0
266,996
8
1,235,724
Amortisation charged for the year
2,530,743
(531,338)
292,194
843
2,292,442
At 31 March 2024
3,499,463
(531,338)
559,190
851
3,528,166
Carrying amount
At 31 March 2024
41,244,164
(9,817,157)
1,354,044
86,216
32,867,267
At 31 March 2023
3,800,981
-
0
622,990
-
0
4,423,971
VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
11
Intangible fixed assets
(Continued)
- 31 -
Company
Goodwill
Negative goodwill
Computer software
Other intangibles
Total
£
£
£
£
£
Cost
At 1 April 2023
4,473,418
-
0
889,986
8
5,363,412
Additions - separately acquired
308,471
-
0
1,023,248
50,098
1,381,817
Additions - business combinations
-
0
(10,806,821)
-
0
-
0
(10,806,821)
At 31 March 2024
4,781,889
(10,806,821)
1,913,234
50,106
(4,061,592)
Amortisation and impairment
At 1 April 2023
968,720
-
0
266,996
8
1,235,724
Amortisation charged for the year
442,282
(555,302)
292,194
843
180,017
At 31 March 2024
1,411,002
(555,302)
559,190
851
1,415,741
Carrying amount
At 31 March 2024
3,370,887
(10,251,519)
1,354,044
49,255
(5,477,333)
At 31 March 2023
3,504,698
-
0
622,990
-
0
4,127,688
12
Tangible fixed assets
Group
Leasehold improvements
Fixtures and fittings
Computers
Motor vehicles
Site Build
Total
£
£
£
£
£
£
Cost
At 1 April 2023
251,567
192,269
485,126
244,164
56,136,401
57,309,527
Additions
-
0
35,047
274,323
318
59,611,278
59,920,966
Business combinations
51,605
544,508
187,736
7,735
21,559,440
22,351,024
At 31 March 2024
303,172
771,824
947,185
252,217
137,307,119
139,581,517
Depreciation and impairment
At 1 April 2023
117,204
83,103
267,619
60,797
7,654,669
8,183,392
Depreciation charged in the year
60,552
207,306
195,462
51,789
6,687,755
7,202,864
At 31 March 2024
177,756
290,409
463,081
112,586
14,342,424
15,386,256
Carrying amount
At 31 March 2024
125,416
481,415
484,104
139,631
122,964,695
124,195,261
At 31 March 2023
134,363
109,166
217,507
183,367
48,481,732
49,126,135
VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
12
Tangible fixed assets
(Continued)
- 32 -
Company
Leasehold improvements
Fixtures and fittings
Computers
Motor vehicles
Site Build
Total
£
£
£
£
£
£
Cost
At 1 April 2023
251,567
192,269
485,126
244,164
56,136,401
57,309,527
Additions
-
0
35,047
274,323
318
58,061,473
58,371,161
Business combinations
10,692
98,639
133,905
-
0
17,105,190
17,348,426
At 31 March 2024
262,259
325,955
893,354
244,482
131,303,064
133,029,114
Depreciation and impairment
At 1 April 2023
117,204
83,103
267,619
60,797
7,654,669
8,183,392
Depreciation charged in the year
51,380
70,875
178,216
48,870
6,370,171
6,719,512
At 31 March 2024
168,584
153,978
445,835
109,667
14,024,840
14,902,904
Carrying amount
At 31 March 2024
93,675
171,977
447,519
134,815
117,278,224
118,126,210
At 31 March 2023
134,363
109,166
217,507
183,367
48,481,732
49,126,135

The Property Leasehold assets include furniture and fittings costing £55,625 (2023: £55,625) which are subject to 5-year lease agreements. The lease agreements come to an end in September 2025.

 

Included within site build are assets with cost of £29,337,923 (2023: £25,008,621), which are not being depreciated as they are still considered to be assets under construction.

13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
40,283,547
296,283
VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
13
Fixed asset investments
(Continued)
- 33 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2023
296,283
Additions
40,283,547
Hive up of subsidiaries
(296,283)
At 31 March 2024
40,283,547
Carrying amount
At 31 March 2024
40,283,547
At 31 March 2023
296,283

The hive up of subsidiaries amounted to £296,283 and this amount has been included within the total cost of goodwill.

14
Subsidiaries

Details of the company's subsidiaries at 31 March 2024 are as follows:

Name of undertaking
Registered office
Nature of business
% Held
Direct
Secure Web Services Limited
The Grange, 100 High Street, Southgate, London, England, N14 6BN
Wireless telecommunications activities and information technology consultancy activities
100.00
Cadence Networks Limited
The Grange, 100 High Street, Southgate, London, England, N14 6BN
Data processing, hosting and related activities
100.00
Monmouthshire Broadband Limited
The Grange, 100 High Street, Southgate, London, England, N14 6BN
Wireless telecommunications activities and information technology consultancy activities
100.00
Voneus Network Managed Services Limited
The Grange, 100 High Street, Southgate, London, England, N14 6BN
Dormant
100.00
15
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Stock of finished goods
4,770,824
748,776
3,829,457
748,776
VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
15
Stocks
(Continued)
- 34 -

At the year end, an impairment assessment was carried out and an impairment of £633,000 against the carrying value of stock is included in the profit and loss for the year within administrative expenses.

16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
172,753
76,920
121,137
76,920
Amounts owed by group undertakings
183,808
-
183,808
-
Other debtors
2,813,726
1,897,862
2,573,631
1,897,862
Prepayments and accrued income
2,688,514
5,538,558
2,490,672
5,538,558
5,858,801
7,513,340
5,369,248
7,513,340

Included within trade debtors is a charge of £226,870 towards bad and doubtful debts in the profit and loss for the year within administrative expenses.

 

Other debtors includes £219,378 in respect of fair value of an interest rate cap derivative. This has been fair valued using indicative values only, based on mid-market levels as of the close of business on the 31st March 2024 sourced from the Financial Institution supplying the financial instrument.

17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
19
11,032
-
0
-
0
-
0
Obligations under finance leases
20
39,345
19,509
14,773
19,509
Trade creditors
4,779,731
3,840,524
4,414,984
3,840,524
Amounts owed to group undertakings
-
0
401,000
190,582
405,200
Other taxation and social security
459,685
359,689
433,696
359,689
Other creditors
3,813,669
2,726,386
3,625,626
2,722,186
Accruals and deferred income
8,314,664
3,891,574
8,165,372
3,891,574
17,418,126
11,238,682
16,845,033
11,238,682

Amounts due to group undertakings are repayable on demand.

18
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
19
67,019,993
34,692,036
67,019,993
34,692,036
Obligations under finance leases
20
9,442
3,715
9,442
3,715
67,029,435
34,695,751
67,029,435
34,695,751
VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 35 -
19
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
67,031,025
34,692,036
67,019,993
34,692,036
Payable within one year
11,032
-
0
-
0
-
0
Payable after one year
67,019,993
34,692,036
67,019,993
34,692,036

On 17th August 2023, the Company arranged a 3-year, £70 million bank loan facility bearing a margin of 4.5% + SONIA up to 24 months from the commencement date and 4.75% + SONIA, thereafter. Interest is payable quarterly and the principal sum is repayable at the end of the loan term.

The loan was secured by a fixed charge over all intellectual property, goodwill, uncalled share capital, authorisations and third party accounts and by way of floating charges over all the property or undertaking of the company.

20
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
39,345
19,509
14,773
19,509
In two to five years
9,442
3,715
9,442
3,715
48,787
23,224
24,215
23,224

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
508,239
290,206

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.

VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 36 -
22
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A Share of 25.4p each
1
1
-
-
Ordinary A Shares of £1 each
58,979,423
40,026,266
58,979,423
40,026,266
Ordinary B Shares of £1 each
32,497,318
-
32,497,318
-
Ordinary D Shares of £1 each
1
-
-
-
Ordinary E Shares of £1 each
1
-
-
-
91,476,744
40,026,267
91,476,743
40,026,266

On 21 September 2023 Ordinary £0.254 shares were re-designated as A Ordinary shares. At the same time, Ordinary shares were re-designated as A Ordinary shares.

 

Each A and B share is entitled to one vote in any circumstance. Each share has equal rights to dividends and is entitled to participate in a distribution arising from a winding up of the company. The shares are not redeemable.

 

D and E shares are redeemable but are non-voting and non-participatory shares.

 

23
Acquisition of a business

On 21 September 2023, Voneus merged with Secure Web Services Limited ('SWS') and Cadence Networks Limited ('CN'). The transaction took place with Rural Broadband Solutions Holdings Limited ('RBSH'), the holding company of SWS and CN. RBSH is controlled by Tiger Infrastructure Partners. Voneus acquired the entire share capital of the aforementioned entities and an interest-free loan facility debtor in exchange for a consideration of shares issued in Vonues Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
36,961
-
36,961
Property, plant and equipment
2,843,916
2,158,674
5,002,590
Inventories
1,224,207
-
1,224,207
Trade and other receivables
1,017,934
-
1,017,934
Cash and cash equivalents
3,128,964
-
3,128,964
Trade and other payables
(10,088,847)
-
(10,088,847)
Total identifiable net assets
(1,836,865)
2,158,674
321,809
Goodwill
39,961,345
Total consideration
40,283,154
VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
23
Acquisition of a business
(Continued)
- 37 -
The consideration was satisfied by:
£
Issue of shares
36,869,265
Transaction costs
3,413,889
40,283,154
Post merger results:
£
Revenue
621,372
Loss for period
1,159,744

Management carried out a fair value exercise, considering both the tangible and intangible assets acquired and have made adjustments for fair value appropriately.

 

The goodwill arising on the acquisition of the business is attributable to the anticipated profitability of the performance of the company's services in new markets and the future operating synergies from the combination. The associated useful economic life of the goodwill is estimated to be 10 years and will be amortised over this period on a straight line basis.

On 21 September 2023, Voneus also acquired the trade and assets of Broadway Partners Limited out of administration. The assets comprised the infrastructure and customers within the Broadway networks. The transaction was conducted on a cash basis for a consideration of £6,250,000. The purchase included the share capital of 100% owned subsidiary, Monmouthshire Broadband Limited for a consideration of £1.

 

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
13,495,596
3,852,838
17,348,434
Inventories
1,270,000
(633,000)
637,000
Trade and other receivables
9,615
-
9,615
Cash and cash equivalents
22,521
-
22,521
Trade and other payables
(791,015)
-
(791,015)
Total identifiable net assets
14,006,717
3,219,838
17,226,555
Negative goodwill
(10,348,495)
Total consideration
6,878,060
The consideration was satisfied by:
£
Cash
6,250,000
Transaction costs
628,060
6,878,060
VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
23
Acquisition of a business
(Continued)
- 38 -

Management carried out a fair value exercise, considering both the tangible and intangible assets acquired and have made adjustments for fair value appropriately.

 

The negative goodwill arising on the acquisition of the business is attributable to the bargain purchase of distressed assets and the purchase price was reduced to account for anticipated future costs and losses expected to be incurred to bring the assets back to a position where economic benefit can be derived. Negative goodwill will be amortised on a straight line basis over the associated useful economic life of the assets acquired.

24
Financial commitments, guarantees and contingent liabilities

As at 31 March 2024, financial commitments falling due under construction contracts are £25.1m (2023 : £14.6m).

25
Operating lease commitments
Lessee

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:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
894,712
466,686
894,712
466,686
Between two and five years
1,308,821
426,262
1,308,821
426,262
2,203,533
892,948
2,203,533
892,948
VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 39 -
26
Events after the reporting date

Following the year end, there were issues of share capital as detailed below:

 

10 April 2024, 2,041,569 Ordinary A shares were allotted with nominal value of £1. The shares were issued at a premium of £2.53 for total consideration of £5,173,707. 4,619,200 Ordinary B shares were allotted with a nominal value of £1. The shares were issued at a premium of £1.53 for total consideration of £11,705,889.

 

6 June 2024, 2,450,496 Ordinary A shares were allotted with a nominal value of £1. The shares were issued at a premium of £2.53 for total consideration of £6,210,000. 4,652,390 Ordinary B shares were allotted with a nominal value of £1. The shares were issued at a premium of £1.53 for total consideration of £11,789,998.

 

8 August 2024, 1,800,561 Ordinary A shares were allotted with a nominal value of £1. The shares were issued at a premium of £2.53 for total consideration of £4,562,949. 3,641,871 Ordinary B shares were allotted with a nominal value of £1. The shares were issued at a premium of £1.53 for total consideration of £9,229,157.

 

15 November 2024, 3,490,605 Ordinary A shares were allotted with a nominal value of £1.The shares were issued at a premium of £2.53 for total consideration of £8,845,825. 2,428,467 Ordinary B shares were allotted with a nominal value of £1. The shares were issued at a premium of £1.53 for total consideration of £6,154,177.

 

13 December 2024, 1,163,535 Ordinary A shares were allotted with a nominal value of £1. The shares were issued at a premium of £2.53 for total consideration of £2,948,608. 809,489 Ordinary B shares were allotted with a nominal value of £1. The shares were issued at a premium of £1.53 for total consideration of £2,051,392.

 

 

15 January 2025, 1,442,505 Ordinary A shares were allotted with a nominal value of £1. The shares were issued at a premium of £2.53 for total consideration of £3,655,570. 1,003,573 Ordinary B shares were allotted with a nominal value of £1. The shares were issued at a premium of £1.53 for total consideration of £2,543,236.

 

30 January 2025, 10,000 Ordinary C shares were allotted with a nominal value of £0.01. The shares were issued at a premium of £1.19 for total consideration of £11,900.

 

6 March 2025, 4,271,330 Ordinary B shares were allotted with a nominal value of £1. The shares were issued at a premium of £0.40 for total consideration of £6,000,000.

 

10 April 2025, 1,922,098 Ordinary B shares were allotted with a nominal value of £1. The shares were issued at a premium of £0.40 for total consideration of £2,700,000

 

 

VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 40 -
27
Related party transactions

The company has opted for the exemption under FRS 102, which allows an exemption from disclosing transactions entered into between two or more members of a group, provided that any subsidiary party to the transaction is wholly owned by such a member.

 

The company considers its key management personnel to be the same as its directors, and therefore, no further disclosure regarding their remuneration is provided.

Entity
Nature
Transaction
/ Balance
Rural Broadband Solutions Holdings Limited
Trade creditors
£32,760
Voneus Investments Holdings Limited
Loan balance (asset)
£183,808
Loans provided during the year
£183,808
Debt to equity swap
£400,000
Macquaries Corporate Holdings Pty Partnership
Monitoring fees
£63,261
Accruals balance
£63,261
IIF Fiber Holdings Limited Partnership
Monitoring fees
£42,174
Accruals balance
£42,174
Tiger Infrastructure Partners LP
Monitoring fees
£105,435
Trade creditors
£55,435
Accruals balance
£50,000
28
Controlling party
The company is controlled by three shareholders that make collective decisions on the operation of the business through two immediate parent entities. Accordingly, Voneus Limited has no parent company and there is no ultimate controlling party.
VONEUS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 41 -
29
Cash absorbed by group operations
2024
2023
£
£
Loss after taxation
(36,649,278)
(14,755,331)
Adjustments for:
Taxation charged/(credited)
-
(78,000)
Finance costs
6,483,449
1,877,370
Gain on disposal of tangible fixed assets
-
(40,052)
Amortisation and impairment of intangible assets
2,292,422
589,881
Depreciation and impairment of tangible fixed assets
7,202,620
3,512,630
Other gains and losses
-
25,000
Decrease in provisions
-
(514,732)
Movements in working capital:
Increase in stocks
(2,160,840)
(748,776)
Increase in debtors
(309,999)
(3,048,744)
Increase in creditors
2,867,839
5,575,852
Cash absorbed by operations
(20,273,787)
(7,604,902)
30
Analysis of changes in net debt - group
1 April 2023
Cash flows
Borrowing on business combinations
Non-cash movements
31 March 2024
£
£
£
£
£
Cash at bank and in hand
7,448,736
(409,135)
3,151,485
10,191,086
7,448,736
(409,135)
3,151,485
-
10,191,086
Borrowings excluding overdrafts
(34,692,036)
(30,221,838)
(1,416,774)
(700,377)
(67,031,025)
Obligations under finance leases
(23,224)
(991)
(24,572)
(48,787)
(27,266,524)
(30,631,964)
1,734,711
(724,949)
(56,888,726)
2024-03-312023-04-01falsefalseCCH SoftwareCCH Accounts Production 2025.100O BradleyM BradshawG Della PescaY KestenbaumY RavehA BoninsegnaS GiuliettiK HarrisE Henryfalse07849963bus:Consolidated2023-04-012024-03-31078499632023-04-012024-03-3107849963bus:Director12023-04-012024-03-3107849963bus:Director32023-04-012024-03-3107849963bus:Director42023-04-012024-03-3107849963bus:Director52023-04-012024-03-3107849963bus:Director62023-04-012024-03-3107849963bus:Director72023-04-012024-03-3107849963bus:Director82023-04-012024-03-3107849963bus:Director22023-04-012024-03-3107849963bus:Director92023-04-012024-03-3107849963bus:RegisteredOffice2023-04-012024-03-31078499632024-03-3107849963bus:Consolidated2024-03-3107849963bus:Consolidated2022-04-012023-03-31078499632022-04-012023-03-3107849963core:Goodwillbus:Consolidated2024-03-3107849963core:Goodwillbus:Consolidated2023-03-3107849963core:NegativeGoodwillbus:Consolidated2024-03-3107849963core:NegativeGoodwillbus:Consolidated2023-03-3107849963core:NetGoodwillbus:Consolidated2024-03-3107849963core:NetGoodwillbus:Consolidated2023-03-3107849963core:IntangibleAssetsOtherThanGoodwillbus:Consolidated2024-03-3107849963core:IntangibleAssetsOtherThanGoodwillbus:Consolidated2023-03-3107849963bus:Consolidated2023-03-3107849963core:Goodwill2024-03-3107849963core:Goodwill2023-03-3107849963core:NegativeGoodwill2024-03-3107849963core:NegativeGoodwill2023-03-3107849963core:NetGoodwill2024-03-3107849963core:NetGoodwill2023-03-3107849963core:OtherResidualIntangibleAssets2024-03-3107849963core:OtherResidualIntangibleAssets2023-03-31078499632023-03-3107849963core:ComputerSoftwarebus:Consolidated2024-03-3107849963core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillbus:Consolidated2024-03-3107849963core:ComputerSoftwarebus:Consolidated2023-03-3107849963core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillbus:Consolidated2023-03-3107849963core:ComputerSoftware2024-03-3107849963core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2024-03-3107849963core:ComputerSoftware2023-03-3107849963core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-03-3107849963core:LeaseholdImprovementsbus:Consolidated2024-03-3107849963core:FurnitureFittingsbus:Consolidated2024-03-3107849963core:ComputerEquipmentbus:Consolidated2024-03-3107849963core:MotorVehiclesbus:Consolidated2024-03-3107849963core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipmentbus:Consolidated2024-03-3107849963core:LeaseholdImprovementsbus:Consolidated2023-03-3107849963core:FurnitureFittingsbus:Consolidated2023-03-3107849963core:ComputerEquipmentbus:Consolidated2023-03-3107849963core:MotorVehiclesbus:Consolidated2023-03-3107849963core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipmentbus:Consolidated2023-03-3107849963core:LeaseholdImprovements2024-03-3107849963core:FurnitureFittings2024-03-3107849963core:ComputerEquipment2024-03-3107849963core:MotorVehicles2024-03-3107849963core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2024-03-3107849963core:LeaseholdImprovements2023-03-3107849963core:FurnitureFittings2023-03-3107849963core:ComputerEquipment2023-03-3107849963core:MotorVehicles2023-03-3107849963core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2023-03-3107849963core:ShareCapitalbus:Consolidated2024-03-3107849963core:ShareCapitalbus:Consolidated2023-03-3107849963core:SharePremiumbus:Consolidated2024-03-3107849963core:SharePremiumbus:Consolidated2023-03-3107849963core:OtherMiscellaneousReservebus:Consolidated2024-03-3107849963core:OtherMiscellaneousReservebus:Consolidated2023-03-3107849963core:RetainedEarningsAccumulatedLossesbus:Consolidated2024-03-3107849963core:RetainedEarningsAccumulatedLossesbus:Consolidated2023-03-3107849963core:ShareCapital2024-03-3107849963core:ShareCapital2023-03-3107849963core:SharePremium2024-03-3107849963core:SharePremium2023-03-3107849963core:OtherMiscellaneousReserve2024-03-3107849963core:OtherMiscellaneousReserve2023-03-3107849963core:RetainedEarningsAccumulatedLosses2024-03-3107849963core:RetainedEarningsAccumulatedLosses2023-03-3107849963core:ShareCapitalbus:Consolidated2022-03-3107849963core:SharePremiumbus:Consolidated2022-03-3107849963core:ShareCapital2022-03-3107849963core:SharePremium2022-03-3107849963core:RetainedEarningsAccumulatedLosses2022-03-3107849963core:ShareCapitalbus:Consolidated2022-04-012023-03-3107849963core:SharePremiumbus:Consolidated2022-04-012023-03-3107849963core:ShareCapitalbus:Consolidated2023-04-012024-03-3107849963core:SharePremiumbus:Consolidated2023-04-012024-03-3107849963core:ShareCapital2022-04-012023-03-3107849963core:SharePremium2022-04-012023-03-3107849963core:ShareCapital2023-04-012024-03-3107849963core:SharePremium2023-04-012024-03-3107849963core:Goodwill2023-04-012024-03-3107849963core:IntangibleAssetsOtherThanGoodwill2023-04-012024-03-3107849963core:ComputerSoftware2023-04-012024-03-3107849963core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-04-012024-03-3107849963core:LeaseholdImprovements2023-04-012024-03-3107849963core:FurnitureFittings2023-04-012024-03-3107849963core:ComputerEquipment2023-04-012024-03-3107849963core:MotorVehicles2023-04-012024-03-3107849963core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2023-04-012024-03-3107849963core:UKTaxbus:Consolidated2023-04-012024-03-3107849963core:UKTaxbus:Consolidated2022-04-012023-03-3107849963bus:Consolidated12023-04-012024-03-3107849963bus:Consolidated12022-04-012023-03-3107849963bus:Consolidated22023-04-012024-03-3107849963bus:Consolidated22022-04-012023-03-3107849963core:Goodwillbus:Consolidated2023-03-3107849963core:NegativeGoodwillbus:Consolidated2023-03-3107849963core:ComputerSoftwarebus:Consolidated2023-03-3107849963core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillbus:Consolidated2023-03-3107849963bus:Consolidated2023-03-3107849963core:Goodwill2023-03-3107849963core:NegativeGoodwill2023-03-3107849963core:ComputerSoftware2023-03-3107849963core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-03-31078499632023-03-3107849963core:Goodwillcore:ExternallyAcquiredIntangibleAssetsbus:Consolidated2023-04-012024-03-3107849963core:NegativeGoodwillcore:ExternallyAcquiredIntangibleAssetsbus:Consolidated2023-04-012024-03-3107849963core:ComputerSoftwarecore:ExternallyAcquiredIntangibleAssetsbus:Consolidated2023-04-012024-03-3107849963core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillcore:ExternallyAcquiredIntangibleAssetsbus:Consolidated2023-04-012024-03-3107849963core:ExternallyAcquiredIntangibleAssetsbus:Consolidated2023-04-012024-03-3107849963core:Goodwillcore:ExternallyAcquiredIntangibleAssets2023-04-012024-03-3107849963core:NegativeGoodwillcore:ExternallyAcquiredIntangibleAssets2023-04-012024-03-3107849963core:ComputerSoftwarecore:ExternallyAcquiredIntangibleAssets2023-04-012024-03-3107849963core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillcore:ExternallyAcquiredIntangibleAssets2023-04-012024-03-3107849963core:ExternallyAcquiredIntangibleAssets2023-04-012024-03-3107849963core:Goodwillbus:Consolidated2023-04-012024-03-3107849963core:NegativeGoodwillbus:Consolidated2023-04-012024-03-3107849963core:ComputerSoftwarebus:Consolidated2023-04-012024-03-3107849963core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillbus:Consolidated2023-04-012024-03-3107849963core:NegativeGoodwill2023-04-012024-03-3107849963core:LeaseholdImprovementsbus:Consolidated2023-03-3107849963core:FurnitureFittingsbus:Consolidated2023-03-3107849963core:ComputerEquipmentbus:Consolidated2023-03-3107849963core:MotorVehiclesbus:Consolidated2023-03-3107849963core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipmentbus:Consolidated2023-03-3107849963core:LeaseholdImprovements2023-03-3107849963core:FurnitureFittings2023-03-3107849963core:ComputerEquipment2023-03-3107849963core:MotorVehicles2023-03-3107849963core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2023-03-3107849963core:LeaseholdImprovementsbus:Consolidated2023-04-012024-03-3107849963core:FurnitureFittingsbus:Consolidated2023-04-012024-03-3107849963core:ComputerEquipmentbus:Consolidated2023-04-012024-03-3107849963core:MotorVehiclesbus:Consolidated2023-04-012024-03-3107849963core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipmentbus:Consolidated2023-04-012024-03-3107849963core:Subsidiary12023-04-012024-03-3107849963core:Subsidiary22023-04-012024-03-3107849963core:Subsidiary32023-04-012024-03-3107849963core:Subsidiary42023-04-012024-03-3107849963core:Subsidiary112023-04-012024-03-3107849963core:Subsidiary222023-04-012024-03-3107849963core:Subsidiary332023-04-012024-03-3107849963core:Subsidiary442023-04-012024-03-3107849963core:CurrentFinancialInstruments2024-03-3107849963core:CurrentFinancialInstruments2023-03-3107849963core:CurrentFinancialInstrumentsbus:Consolidated2024-03-3107849963core:CurrentFinancialInstrumentsbus:Consolidated2023-03-3107849963core:WithinOneYearbus:Consolidated2024-03-3107849963core:WithinOneYearbus:Consolidated2023-03-3107849963core:CurrentFinancialInstrumentscore:WithinOneYear2024-03-3107849963core:CurrentFinancialInstrumentscore:WithinOneYear2023-03-3107849963core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2024-03-3107849963core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2023-03-3107849963core:Non-currentFinancialInstrumentscore:AfterOneYear2024-03-3107849963core:Non-currentFinancialInstrumentscore:AfterOneYear2023-03-3107849963core:Non-currentFinancialInstrumentsbus:Consolidated2024-03-3107849963core:Non-currentFinancialInstrumentsbus:Consolidated2023-03-3107849963core:Non-currentFinancialInstruments2024-03-3107849963core:Non-currentFinancialInstruments2023-03-3107849963core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2024-03-3107849963core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2023-03-3107849963core:WithinOneYear2024-03-3107849963core:WithinOneYear2023-03-3107849963core:BetweenTwoFiveYearsbus:Consolidated2024-03-3107849963core:BetweenTwoFiveYearsbus:Consolidated2023-03-3107849963core:BetweenTwoFiveYears2024-03-3107849963core:BetweenTwoFiveYears2023-03-3107849963bus:PrivateLimitedCompanyLtd2023-04-012024-03-3107849963bus:FRS1022023-04-012024-03-3107849963bus:Audited2023-04-012024-03-3107849963bus:ConsolidatedGroupCompanyAccounts2023-04-012024-03-3107849963bus:FullAccounts2023-04-012024-03-31xbrli:purexbrli:sharesiso4217:GBP