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Registered number: 10427528
CAMBRIDGE BROADBAND NETWORKS GROUP LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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CAMBRIDGE BROADBAND NETWORKS GROUP LIMITED
REGISTERED NUMBER: 10427528
BALANCE SHEET
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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TOTAL ASSETS LESS CURRENT LIABILITIES
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Creditors: amounts falling due after more than one year
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PROVISION FOR LIABILITIES
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Share based payment reserve
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DEFICIT IN SHAREHOLDERS' FUNDS
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CAMBRIDGE BROADBAND NETWORKS GROUP LIMITED
REGISTERED NUMBER: 10427528
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 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 statement of comprehensive income 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 of Directors and were signed on its behalf by:
The notes on pages 3 to 18 form part of these financial statements.
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CAMBRIDGE BROADBAND NETWORKS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Cambridge Broadband Networks Group Limited (the "Company") is a private company limited by shares and incorporated in England and Wales.
The registered office address is Suite 1a and 1b Enterprise House, Vision Park, Cambridge, CB24 9ZR.
2.ACCOUNTING POLICIES
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BASIS OF PREPARATION OF FINANCIAL STATEMENTS
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
During the year the Company has been in the technological development stage for a key product and incurred a loss for the financial year ended 31 December 2024 amounting to $3,938,979. As at 31 December 2024, the Company had net current liabilities of $5,855,725, which includes cash and cash equivalents amounting to $2,630,584 and advances from customers amounting to $6,679,187. Since the year end the Company has demonstrated the technological feasibility of the product and commenced delivery of units to a key customer which will result in cash inflows in the foreseeable future.
The Directors have therefore prepared cash flow forecasts for the foreseeable future, being a period of at least 12 months from the date of approval of these financial statements, which indicate that the Company has sufficient cash resources available to enable it to continue to trade and be able to meet its liabilities as they fall due. In preparing these cash flow forecasts the Company has considered committed funding that is expected to be received from actions within the Company's control. Accordingly, the Company continues to adopt the going concern basis in preparing these financial statements.
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CAMBRIDGE BROADBAND NETWORKS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:
Sale of goods
Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of turnover can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Turnover 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 turnover can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
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CAMBRIDGE BROADBAND NETWORKS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
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FOREIGN CURRENCY TRANSLATION
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Functional and presentation currency
The Company's functional and presentational currency is USD.
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.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in Other Comprehensive Income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within either 'Interest Receivable' or 'Interest Payable'. All other foreign exchange gains and losses are presented in profit or loss within 'Administrative Expenses'.
Research and development expenditure is expensed to the Statement of Comprehensive Income in the year in which it is incurred.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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DEFINED CONTRIBUTION PENSION SCHEME
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The Company operates a defined contribution pension scheme for its employees. A defined contribution pension scheme is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in Other Creditors as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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CAMBRIDGE BROADBAND NETWORKS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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 balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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 balance sheet date.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
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CAMBRIDGE BROADBAND NETWORKS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
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 of 4 years and are amortised over this useful life.
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.
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.
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.
The estimated useful lives range as follows:
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.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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CAMBRIDGE BROADBAND NETWORKS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
Short-term debtors are measured at transaction price, less any impairment.
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CASH AND CASH EQUIVALENTS
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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.
Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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PROVISIONS FOR LIABILITIES
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
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CAMBRIDGE BROADBAND NETWORKS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
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FINANCIAL INSTRUMENTS (CONTINUED)
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Basic 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 Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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CAMBRIDGE BROADBAND NETWORKS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
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The preparation of the financial statements requires management to make significant judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may be different from these estimates.
Information about assumptions and estimation uncertainties that have significant risk of resulting in material adjustment within the next financial year are included below. Critical judgements that management has made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following:
Useful economic lives and impairment of intangible assets
The annual amortisation chargefor intangible fixed asset is sensitive to changes in the estimated useful economic lives of the assets. The useful economic lives are re-assessed annually based on industry knowledge. They are amended when necessary to reflect current estimates based on technological advancement, future investments and economic utilisation of the assets. based on technological advancement, future investments and economic utilisation of the assets. Management considers each period whether there are any indicators of impairment with regards to the intangible fixed assets held. Where indicators of impairment exsit an impairment review is conducted to compare the value in use of the asset against its carrying value.
Recoverability of trade debtors
A provision for bad and doubtful debts is made where it is identified that a trade debtor may not be recoverable in full by the Company. The bad and doubtful debt provision is made on a specific basis against customer balances where they are not considered recoverable based upon payment history and aging profile.
Valuation of stocks
Stocks are held at the lower of cost and net realisable value. The Directors review the net realisable value of finished goods at each reporting date, and make provisions where they consider this to be lower than cost or where there is slow moving or obsolete stock.
Recognition of deferred tax asset
At 31 December 2024, the Company had tax losses amounting to approximately $8.26m (2023 - $6.78m) offset by other timing differences of approximately $2.21m (2023 - $0.01m) which are available for offset against future taxable profits. A deferred tax asset of $1.51m (2023 - $1.69m) has not been recognised as the Directors consider that it is uncertain that the tax losses will be utilised in the foreseeable future.
Onerous repurchase of stock provision
At 31 December 2023 and 2024, the Company has an ongoing commitment to purchase specific goods from a third party, which are no longer being used by the Company in its current product range. The Company has made a provision amounting to $499,526 (2023 - $501,390) for the expected net loss on these items. The provision is expected to be utilised in the next financial year.
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The average monthly number of employees, including the Directors, during the year was 25 (2023 - 11).
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CAMBRIDGE BROADBAND NETWORKS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charge for the year on owned assets
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CAMBRIDGE BROADBAND NETWORKS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Transfers between classes
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Charge for the year on owned assets
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Transfers between classes
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Finished goods and goods for resale
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The difference between the purchase price or production cost of stocks and their replacement cost is not considered by the Directors to be material.
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CAMBRIDGE BROADBAND NETWORKS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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DUE AFTER MORE THAN ONE YEAR
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Research and development tax credit receivable
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Prepayments and accrued income
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CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Shareholder loan (see note 12)
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Amounts owed to immediate parent undertaking
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Other taxation and social security
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Deposits received from customers
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Accruals and deferred income
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Amounts owed to the immediate parent undertaking are unsecured, non-interest bearing and repayable on demand.
Included within other creditors as at 31 December 2024 is $32,032 (2023 - $29,188) payable to the Company's defined contribution pension scheme.
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CAMBRIDGE BROADBAND NETWORKS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
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Shareholder loan and accrued interest
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On 15 December 2023, the Company received a loan from a Director of the immediate parent undertaking, CBNG Holdco Ltd, amounting to $1,000,000 which bears interest at 12% per annum and was due for repayment on 31 December 2024. On 20 December 2024, the loan and interest repayment was extended to 31 December 2026. The loan is secured by way of a fixed and floating charge over the Company's assets and is guaranteed by CBNG Holdco Ltd, this Company's immediate parent undertaking.
During the year the Company accrued interest on the loan principal amounting to $120,000 (2023 - $Nil).
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Repurchase of stock provision
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At 31 December 2023 and 2024, the Company has an ongoing commitment to purchase specific goods from a third party, which are no longer being used by the Company in its current product range. The Company has made a provision for the expected net loss on these items. The provision is expected to be utilised in the next financial year.
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CAMBRIDGE BROADBAND NETWORKS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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ALLOTTED, CALLED UP AND FULLY PAID
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12,703 (2023 - 12,703) Ordinary shares of £0.0001 each
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282 (2023 - 282) Deferred shares of £0.0001 each
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The Ordinary shares and Deferred shares rank pari passu in all aspects, except:
- Deferred shares do not have voting rights;
- Deferred shares do not entitle the holder to receive dividends; and
- On either a liquidation, reduction of capital, dissolution or winding up of the Company the holders of the Deferred shares are entitled to receive a maximum of £1 in aggregate for the entire class of Deferred shares.
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Share Premium Account
The Share Premium Account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from the share premium.
Capital Contribution Reserve
The Capital Contribution Reserve arose from the effective interest arising on a loan from the immediate parent undertaking.
Share Based Payment Reserve
The Share Based Payment Reserve represents the cumulative charge to the Statement of Comprehensive Income for equity-settled share based payment arrangements granted to employees.
Profit and loss account
The Profit and Loss Account reserve represents the accumulated profits and losses, less dividends paid.
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CAMBRIDGE BROADBAND NETWORKS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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During the year, the immediate parent undertaking, CBNG Holdco Ltd, introduced an EMI share option plan for Directors and certain employees of the Company. In accordance with the Scheme rules, the share options are granted for shares in CBNG Holdco Ltd and are exercisable at the nominal value of the shares, subject to vesting conditions being met. The only vesting condition is continuous employment, with the options vesting in four equal tranches over a four year period from the date of grant. The share options have a contractual life of 10 years.
During the year the Company issued 18,875 share options of which none are exercisable at 31 December 2024.
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Weighted average exercise price (pence)
2024
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OUTSTANDING AT THE END OF THE YEAR
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Expected volatility was determined based on the historic volatility of comparable companies. The expected life is the expected period from the date of grant to exercise based on management's best estimate. The following assumptions were used in the model for share incentives granted during the year ended 31 December 2024:
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Option pricing model used
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Weighted average share price (pence)
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CAMBRIDGE BROADBAND NETWORKS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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At 31 December 2024 the Company had capital commitments as follows:
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Contracted for but not provided in these financial statements
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COMMITMENTS UNDER OPERATING LEASES
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At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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17.OTHER FINANCIAL COMMITMENTS
On 20 December 2024, the Company's immediate parent undertaking, CBNG Holdco Ltd, entered into 2 loan arrangements amounting to a total of $2.5m. One loan arrangement amounting to $750,000 was with a Director of CBNG Holdco Ltd and the other loan arrangement amounting to $1.75m was with a company in which a trust, one of the beneficiaries of which is also a Director of the CBNG HoldCo Ltd, is the majority shareholder. Both loans are secured by fixed and floating charges over both the assets of the Company and the assets of CBNG Holdco Ltd.
Also in December 2024, the Company entered into an invoice discounting facility of up to $8m. At 31 December 2024, no drawdowns had been made from the facility.
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POST BALANCE SHEET EVENTS
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In February 2025, 1,000 share options for shares in the immediate parent undertaking were granted to employees of the Company. In addition in March 2025, 3,170 warrants were issued.
The immediate parent and ultimate parent undertaking and controlling party is CBNG Holdco Ltd, a company incorporated in England and Wales.
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CAMBRIDGE BROADBAND NETWORKS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Auditor's Report on the financial statements for the year ended 31 December 2024 was qualified.
The qualification in the audit report was as follows:
"The Company's financial statements for the year ended 31 December 2023 were not audited and thus we did not observe the counting of physical stock at the end of that year. We were unable to satisfy ourselves by alternative means concerning the stock quantities of $307,449 held at 31 December 2023 by using other audit procedures. Consequently we were unable to determine whether any adjustment to this amount at 31 December 2023 was necessary or whether there was any consequential effect on the cost of sales for the year ended 31 December 2024."
The audit report was signed on 12 June 2025 by Adam Smith (Senior Statutory Auditor) on behalf of Peters Elworthy & Moore.
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