Caseware UK (AP4) 2023.0.135 2023.0.135 2024-05-312024-05-312024-05-312025-05-292025-05-29falsetrue2023-06-01No description of principal activityfalsetruefalse 11305066 2023-06-01 2024-05-31 11305066 2022-06-01 2023-05-31 11305066 2024-05-31 11305066 2023-05-31 11305066 1 2023-06-01 2024-05-31 11305066 d:Director7 2023-06-01 2024-05-31 11305066 c:Buildings c:LongLeaseholdAssets 2023-06-01 2024-05-31 11305066 c:PlantMachinery 2023-06-01 2024-05-31 11305066 c:MotorVehicles 2023-06-01 2024-05-31 11305066 c:FurnitureFittings 2023-06-01 2024-05-31 11305066 c:ComputerEquipment 2023-06-01 2024-05-31 11305066 c:Goodwill 2023-06-01 2024-05-31 11305066 c:CopyrightsPatentsTrademarksServiceOperatingRights 2023-06-01 2024-05-31 11305066 c:OtherResidualIntangibleAssets 2023-06-01 2024-05-31 11305066 c:CurrentFinancialInstruments 2024-05-31 11305066 c:CurrentFinancialInstruments 2023-05-31 11305066 c:Non-currentFinancialInstruments 2024-05-31 11305066 c:Non-currentFinancialInstruments 2023-05-31 11305066 c:CurrentFinancialInstruments c:WithinOneYear 2024-05-31 11305066 c:CurrentFinancialInstruments c:WithinOneYear 2023-05-31 11305066 c:Non-currentFinancialInstruments c:AfterOneYear 2024-05-31 11305066 c:Non-currentFinancialInstruments c:AfterOneYear 2023-05-31 11305066 c:Non-currentFinancialInstruments c:BetweenOneTwoYears 2024-05-31 11305066 c:Non-currentFinancialInstruments c:BetweenOneTwoYears 2023-05-31 11305066 c:Non-currentFinancialInstruments c:BetweenTwoFiveYears 2024-05-31 11305066 c:Non-currentFinancialInstruments c:BetweenTwoFiveYears 2023-05-31 11305066 c:Non-currentFinancialInstruments c:MoreThanFiveYears 2024-05-31 11305066 c:Non-currentFinancialInstruments c:MoreThanFiveYears 2023-05-31 11305066 c:ShareCapital 2024-05-31 11305066 c:ShareCapital 2023-05-31 11305066 c:SharePremium 2023-06-01 2024-05-31 11305066 c:SharePremium 2024-05-31 11305066 c:SharePremium 2023-05-31 11305066 c:OtherMiscellaneousReserve 2023-06-01 2024-05-31 11305066 c:OtherMiscellaneousReserve 2024-05-31 11305066 c:OtherMiscellaneousReserve 2023-05-31 11305066 c:MergerReserve 2023-06-01 2024-05-31 11305066 c:MergerReserve 2024-05-31 11305066 c:MergerReserve 2023-05-31 11305066 c:RetainedEarningsAccumulatedLosses 2023-06-01 2024-05-31 11305066 c:RetainedEarningsAccumulatedLosses 2024-05-31 11305066 c:RetainedEarningsAccumulatedLosses 2023-05-31 11305066 d:FRS102 2023-06-01 2024-05-31 11305066 d:Audited 2023-06-01 2024-05-31 11305066 d:FullAccounts 2023-06-01 2024-05-31 11305066 d:PrivateLimitedCompanyLtd 2023-06-01 2024-05-31 11305066 c:Subsidiary1 2023-06-01 2024-05-31 11305066 c:Subsidiary1 1 2023-06-01 2024-05-31 11305066 c:Subsidiary3 2023-06-01 2024-05-31 11305066 c:Subsidiary3 1 2023-06-01 2024-05-31 11305066 c:Subsidiary4 2023-06-01 2024-05-31 11305066 c:Subsidiary4 1 2023-06-01 2024-05-31 11305066 c:Subsidiary5 2023-06-01 2024-05-31 11305066 c:Subsidiary5 1 2023-06-01 2024-05-31 11305066 d:SmallCompaniesRegimeForAccounts 2023-06-01 2024-05-31 11305066 d:Consolidated 2024-05-31 11305066 d:ConsolidatedGroupCompanyAccounts 2023-06-01 2024-05-31 11305066 2 2023-06-01 2024-05-31 11305066 6 2023-06-01 2024-05-31 11305066 c:SpecificBusinessCombination1 2023-06-01 2024-05-31 11305066 c:SpecificBusinessCombination1 2024-05-31 11305066 c:SpecificBusinessCombination1 5 2024-05-31 11305066 f:PoundSterling 2023-06-01 2024-05-31 iso4217:GBP xbrli:pure

Registered number: 11305066
















GOONHILLY HOLDINGS LIMITED




FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 MAY 2024


































img595a.png


GOONHILLY HOLDINGS LIMITED
REGISTERED NUMBER:11305066

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MAY 2024

2024
2023
Note
£
£

Fixed assets
  

Goodwill
 7 
4,203,895
5,269,466

Negative goodwill
 7 
(3,353,918)
-

Intangible assets
 7 
101,846
9,764

Tangible assets
 8 
17,399,525
10,029,251

  
18,351,348
15,308,481

Current assets
  

Debtors: amounts falling due within one year
 10 
1,765,480
1,256,988

Cash at bank and in hand
 11 
1,853,026
1,492,283

  
3,618,506
2,749,271

Creditors: amounts falling due within one year
 12 
(5,301,129)
(3,133,316)

Net current liabilities
  
 
 
(1,682,623)
 
 
(384,045)

Total assets less current liabilities
  
16,668,725
14,924,436

Creditors: amounts falling due after more than one year
 13 
(13,897,947)
(7,841,195)

Deferred tax
 16 
(22,502)
-

  
 
 
(22,502)
 
 
-

Net assets
  
2,748,276
7,083,241


Capital and reserves
  

Called up share capital 
  
1,346
1,346

Share premium account
 18 
7,242,174
7,242,174

Other reserves
 18 
3,877,048
3,877,048

Merger reserve
 18 
5,403,273
5,403,273

Profit and loss account
 18 
(13,775,565)
(9,440,600)

  
2,748,276
7,083,241

Page 1


GOONHILLY HOLDINGS LIMITED
REGISTERED NUMBER:11305066
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MAY 2024

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the consolidated statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

Mr R Bijtjes
Director

Date: 29 May 2025

The notes on pages 5 to 20 form part of these financial statements.
Page 2


GOONHILLY HOLDINGS LIMITED
REGISTERED NUMBER:11305066

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MAY 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 9 
15,348,293
13,875,238

  
15,348,293
13,875,238

Current assets
  

Debtors: amounts falling due after more than one year
 10 
-
7,627,510

Debtors: amounts falling due within one year
 10 
2,957,202
172,386

Cash at bank and in hand
 11 
152,083
178,702

  
3,109,285
7,978,598

Creditors: amounts falling due within one year
 12 
(1,760,310)
(1,767,586)

Net current assets
  
 
 
1,348,975
 
 
6,211,012

Total assets less current liabilities
  
16,697,268
20,086,250

  

Creditors: amounts falling due after more than one year
 13 
(13,248,479)
(7,841,195)

  

Net assets
  
3,448,789
12,245,055


Capital and reserves
  

Called up share capital 
  
1,346
1,346

Share premium account
 18 
7,242,174
7,242,174

Other reserves
 18 
3,877,045
3,877,045

Merger reserve
 18 
5,403,273
5,403,273

Profit and loss account
 18 
(13,075,049)
(4,278,783)

  
3,448,789
12,245,055

Page 3


GOONHILLY HOLDINGS LIMITED
REGISTERED NUMBER:11305066
    
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MAY 2024

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the consolidated statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 





Mr R Bijtjes
Director

Date: 29 May 2025

The notes on pages 5 to 20 form part of these financial statements.

Page 4


GOONHILLY HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

1.


GENERAL INFORMATION

Goonhilly Holdings Limited (registered number 11305066) is a private company, limited by shares and incorporated in England and Wales. The address of its registered office is Goonhilly Satellite Earth Station, Goonhilly Downs, Helston, Cornwall, TR12 6LQ.

2.ACCOUNTING POLICIES

 
2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The consolidated financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of income and retained earnings in these financial statements.

The following principal accounting policies have been applied:

 
2.2

BASIS OF CONSOLIDATION

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of income and retained earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

 
2.3

GOING CONCERN

The Group have made significant losses in the current year and prior period. However, it is the opinion of the Directors that the Group remains a going concern as losses have been incurred in investing in new projects which are expected to drive a significant future growth in income. EBITDA for the current year indicates an underlying trading loss of £83,785.
The Group has a healthy cash balance at the year end and the Directors forecast the cashflow to remain in a positive position for a period of at least 12 months from the date of signing the financial statements. On 29 October 2024, Goonhilly Holdings Ltd issued loan notes of $11.0m, $4.0m of which was drawn at this date improving the current cash position further.

Page 5


GOONHILLY HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.ACCOUNTING POLICIES (continued)

 
2.4

REVENUE

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

  
2.5

GOVERNMENT GRANTS

Government grants are recognised at 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 that are capital in nature are recognised by either the performance or accruals method depending on purpose of the grant.
Under the accruals method, grants relating to expenditure on tangible fixed assets are credited to the statement of comprehensive income at the same rate as the depreciation on the assets to which the grants relates. The deferred element of grants is included in creditors as deferred income.
Under the performance method, a grant is recognised in income when the specified performance conditions of the grant are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

Page 6


GOONHILLY HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.ACCOUNTING POLICIES (continued)

 
2.6

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

The Group's presentational currency is GBP. The functional currency of Goonhilly Inc. and Goonhilly Holdings USA is USD.

Page 7


GOONHILLY HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.ACCOUNTING POLICIES (continued)

 
2.7

CURRENT AND DEFERRED TAXATION

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Page 8


GOONHILLY HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.ACCOUNTING POLICIES (continued)

 
2.8

INTANGIBLE ASSETS

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of income and retained earnings over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 

 The estimated useful lives range as follows:

Goodwill
-
10
years
Negative goodwill
-
10
years
Computer software
-
5
years

 
2.9

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

Discounting of the interest free loans provided to the subsidiary company are accounted for as additional capital contributions.

  
2.10

BUSINESS COMBINATIONS

Acquisitions of subsidiaries and businesses are accounted for using the purchase method. The cost of the business combination is measured at the aggregate fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquiree plus costs directly attributable to the business combination. Any excess of the cost of the business combination over the acquirer's interest in the fair value of the identifiable assets and liabilities is recognised as goodwill. If the net fair value of the identifiable assets and liabilities exceeds the cost of the business combination the excess is recognised separately on the face of the consolidated statement of financial position immediately below goodwill.

Page 9


GOONHILLY HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.ACCOUNTING POLICIES (continued)

 
2.11

TANGIBLE FIXED ASSETS

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
10-20%
Plant and machinery
-
15-25%
Motor vehicles
-
25%
Fixtures and fittings
-
25%
Computer equipment
-
33.33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Assets under the course of construction are not depreciated.

 
2.12

CASH AND CASH EQUIVALENTS

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.13

DEBTORS

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.14

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

  
2.15

SHARE CAPITAL

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Page 10


GOONHILLY HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.ACCOUNTING POLICIES (continued)

 
2.16

PENSIONS

Defined contribution plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.17

RESEARCH AND DEVELOPMENT

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. 
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.18

INTEREST INCOME

Interest income is recognised in profit or loss using the effective interest method.

 
2.19

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the year in which they are incurred.


3.



JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Statement of Financial Position date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The directors believe that the key judgements and estimates during the year are as follows:
Effective interest on loans - The directors have estimated an effective interest rate to be applied to discount interest free intercompany loans due for repayment in more than one year. This estimate was made at initial recognition and is not reassessed.
Grant income recognition - The company receives a grant which is accounted for under the performance method. A key estimate is the level of performance conditions that have been met, and hence the value of the grant to be recognised.
Lifetime of goodwill - The group has recognised goodwill and negative goodwill upon the purchase of its subsidiaries which is amortised or released to the profit and loss account. A key estimate is the rate that the goodwill is being amortised at/released over.

Page 11


GOONHILLY HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

4.


EMPLOYEES

The average monthly number of employees, including directors, during the year was 77 (2023: 42).


5.


INTEREST PAYABLE AND SIMILAR EXPENSES

2024
2023
£
£


Bank interest payable
22,114
26,520

Other loan interest payable
1,373,944
1,108,000

Finance leases and hire purchase contracts
-
625

1,396,058
1,135,145


6.


PARENT COMPANY PROFIT FOR THE YEAR

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of income and retained earnings in these financial statements. The loss after tax of the parent Company for the year was £8,796,266 (2023: loss £1,131,505).
Page 12


GOONHILLY HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

7.


INTANGIBLE ASSETS

Group





Computer software
Goodwill
Negative goodwill
Total

£
£
£
£



COST


At 1 June 2023
25,473
10,655,708
-
10,681,181


Additions
117,351
-
(3,560,967)
(3,443,616)



At 31 May 2024

142,824
10,655,708
(3,560,967)
7,237,565



AMORTISATION


At 1 June 2023
15,709
5,386,242
-
5,401,951


Charge for the year on owned assets
25,269
1,065,571
(207,049)
883,791



At 31 May 2024

40,978
6,451,813
(207,049)
6,285,742



NET BOOK VALUE



At 31 May 2024
101,846
4,203,895
(3,353,918)
951,823



At 31 May 2023
9,764
5,269,466
-
5,279,230


Page 13

GOONHILLY HOLDINGS LIMITED



 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
 
  



8.


TANGIBLE FIXED ASSETS


Group







Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Computer equipment
Assets under the course of construction
Total

£
£
£
£
£
£
£
£



COST


At 1 June 2023
4,710,300
10,133,195
16,300
177,567
-
209,802
49,023
15,296,187


Additions
4,807,725
3,966,267
64,961
48,048
29,904
490,311
81,102
9,488,318


Disposals
-
-
-
-
-
-
(1,361)
(1,361)


Transfers between classes
-
98,232
-
-
-
-
(98,232)
-



At 31 May 2024

9,518,025
14,197,694
81,261
225,615
29,904
700,113
30,532
24,783,144



DEPRECIATION


At 1 June 2023
838,279
4,117,726
15,887
110,549
-
184,495
-
5,266,936


Charge for the year on owned assets
333,014
1,585,323
11,272
36,690
3,523
146,861
-
2,116,683



At 31 May 2024

1,171,293
5,703,049
27,159
147,239
3,523
331,356
-
7,383,619



NET BOOK VALUE



At 31 May 2024
8,346,732
8,494,645
54,102
78,376
26,381
368,757
30,532
17,399,525



At 31 May 2023
3,872,021
6,015,469
413
67,018
-
25,307
49,023
10,029,251

Page 14

GOONHILLY HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

9.


FIXED ASSET INVESTMENTS

Company





Investments in subsidiary companies

£



COST


At 1 June 2023
13,875,238


Additions
1,473,055



At 31 May 2024
15,348,293





SUBSIDIARY UNDERTAKINGS


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Goonhilly Earth Station Limited
Goonhilly Satellite Earth Station, Goonhilly Downs, Helston, Cornwall, TR12 6LQ
Ordinary
100%
Goonhilly Holdings USA
2120 River Rd, Southbury, CT, 06488, United States
Ordinary
100%
Goonhilly Inc.
2120 River Rd, Southbury, CT, 06488, United States
Ordinary
100%
Goonhilly Australia Pty (dormant)
L3 302-320 Burwood Rd, Hawthorn Vic 3122, Australia
Ordinary
100%

The aggregate of the share capital and reserves as at 31 May 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings was as follows:

Name
Profit/(Loss)
£

Goonhilly Earth Station Limited
(471,624)

Goonhilly Holdings USA
(374,597)

Goonhilly Inc.
(901,721)

Goonhilly Australia Pty (dormant)
-

Page 15


GOONHILLY HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

10.


DEBTORS

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

DUE AFTER MORE THAN ONE YEAR

Amounts owed by group undertakings
-
-
-
7,627,510

-
-
-
7,627,510


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

DUE WITHIN ONE YEAR

Trade debtors
934,704
377,300
-
-

Amounts owed by group undertakings
-
-
2,956,321
167,645

Other debtors
20,220
12,965
659
4,535

Prepayments and accrued income
759,694
866,723
222
206

Tax recoverable
50,862
-
-
-

1,765,480
1,256,988
2,957,202
172,386



11.


CASH AND CASH EQUIVALENTS

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
1,853,026
1,492,283
152,083
178,702

1,853,026
1,492,283
152,083
178,702



12.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Other loans
1,755,998
1,762,164
1,755,998
1,762,164

Trade creditors
259,352
352,942
2,287
3,672

Other taxation and social security
181,567
84,465
-
-

Other creditors
1,510,033
18,407
-
-

Accruals and deferred income
1,594,179
915,338
2,025
1,750

5,301,129
3,133,316
1,760,310
1,767,586


Page 16


GOONHILLY HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

13.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Other loans
13,248,479
7,841,195
13,248,479
7,841,195

Other creditors
649,468
-
-
-

13,897,947
7,841,195
13,248,479
7,841,195


Included within other creditors is deferred purchase consideration payable by Goonhilly Inc. for the acquisition of the trade and assets of Comsat Inc. The consideration is payable in two instalments on 31 October 2024 and 31 October 2025.


14.


LOANS

Included in non-current liabilities are two loan notes from the Hargreaves Trust. The loan notes are nominated in sterling with a nominal rate of interest of 1% over base rate for the first 3 years and 4% over base rate thereafter. They are secured on the assets of the company and the debt will be redeemed in equal annual instalments over a five year period ending on the 10th anniversary of completion being 11 May 2028 and 10 October 2033. The first annual instalment due on 11 May 2024 was not paid.


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

AMOUNTS FALLING DUE WITHIN ONE YEAR

Other loans
1,755,998
1,762,164
1,755,998
1,762,164


1,755,998
1,762,164
1,755,998
1,762,164

AMOUNTS FALLING DUE 1-2 YEARS

Other loans
1,827,097
1,761,881
1,827,097
1,761,881


1,827,097
1,761,881
1,827,097
1,761,881

AMOUNTS FALLING DUE 2-5 YEARS

Other loans
6,081,929
6,079,315
6,081,929
6,079,315

AMOUNTS FALLING DUE AFTER MORE THAN 5 YEARS

Other loans
5,339,453
-
5,339,453
-

15,004,477
9,603,360
15,004,477
9,603,360


Page 17


GOONHILLY HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

15.


DEFERRED TAXATION

Company
As the directors do not consider that there is sufficient certainty over future taxable profits, a net deferred tax asset of £1,385,204 (2023: £1,051,831) has not been recognised.
Group
A net deferred tax liability of £92,088 in respect of fixed asset timing differences has been offset by a net deferred tax asset in respect of tax losses of £92,088. As the directors do not consider that there is sufficient certainty over future taxable profits, a net deferred tax asset of £3,046,360 (2023: £2,821,894) has not been recognised.


16.
 

BUSINESS COMBINATIONS

ACQUISITION OF COMSAT INC.

On 1 November 2023, Goonhilly Inc. purchased the trade and assets of Comsat Inc. for consideration of $6.0m.

RECOGNISED AMOUNTS OF IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED

Fair value
$

FIXED ASSETS

Tangible
11,360,400

Intangible
6,400

11,366,800

TOTAL ASSETS
11,366,800

CREDITORS

Deferred taxation
(28,162)

TOTAL IDENTIFIABLE NET ASSETS
11,338,638


Goodwill
(4,520,484)

TOTAL PURCHASE CONSIDERATION
6,818,154

CONSIDERATION

$


Cash
3,000,000

Deferred consideration
2,644,628

Directly attributable costs
1,173,526

TOTAL PURCHASE CONSIDERATION
6,818,154

Page 18


GOONHILLY HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

16.BUSINESS COMBINATIONS (CONTINUED)

CASH OUTFLOW ON ACQUISITION

$


Purchase consideration settled in cash, as above
3,000,000

Directly attributable costs
1,173,526

4,173,526

NET CASH OUTFLOW ON ACQUISITION
4,173,526

The assets and liabilities acquired have been consolidated at the closing exchange rate of 1.27153 in accordance with FRS102. The exchange rate prevailing at the date of acquisition was 1.21226.


17.


PENSION COMMITMENTS

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group  to the fund and amounted to £118,701 (2023: £37,442). Contributions totalling £28,342 (2023: £12,193) were payable to the fund at the reporting date.


18.


RESERVES

Share premium account

This reserve records the amount by which the amount received by the company for shares issued exceeds its face value.

Other reserves

This reserve comprises the balance of equity when treating the convertible loan note as a compound financial instrument.

Merger Reserve

This reserve comprises a fair value adjustment to the investment in subsidiaries acquired through share for share exchanges.

Profit and loss account

This reserve records retained earnings and accumulated losses.
Page 19


GOONHILLY HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

19.


RELATED PARTY TRANSACTIONS

The company has taken advantage of the exemption in section 33.1a of FRS 102 in not disclosing intra group transactions where 100% of the voting rights are controlled within the group.


20.


POST BALANCE SHEET EVENTS

On 29 October 2024, Goonhilly Holdings Ltd issued loan notes of $11.0m, $4.0m of which was drawn at this date.


21.


AUDITORS' INFORMATION

The auditors' report on the financial statements for the year ended 31 May 2024 was unqualified.

The audit report was signed on 29 May 2025 by Kevin Connor FCA (Senior statutory auditor) on behalf of Bishop Fleming LLP.

 
Page 20