REG - Bigblu Broadband PLC - Annual Financial Report - Full Report
02/06/2025 07:00
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RNS Number : 9393K Bigblu Broadband PLC 02 June 2025
Bigblu Broadband plc
Annual Report & Financial Statements
For the year ended
30 November 2024
A Company Registered in England & Wales No. 09223439
Bigblu Broadband plc
Contents
For the year ended 30 November 2024
Page
Company Information 1
Strategic Report
Chairman's Statement 2
Chief Executive Report 4
Financial Review 8
Principal Risks and Uncertainties 16
Section 172 (1) Statement 21
Governance
Directors' Report 22
Board of Directors 28
Statement of Directors' Responsibilities 31
Corporate Governance Statement 34
Independent Auditor's Report 57
Consolidated statement of comprehensive income 62
Consolidated statement of financial position 63
Company statement of financial position 64
Consolidated statement of cash flows 65
Company statement of cash flows 66
Consolidated statement of changes in equity 67
Company statement of changes in equity 68
Notes to the financial statements 69
Bigblu Broadband plc
Company Information
For the year ended 30 November 2024
Directors M Tobin OBE
F Waters
P Howard
C Mills
P Moses
A Walwyn (Resigned 17 May 2024)
Company registration number 09223439
Company secretary B Harber
Registered office 6th Floor
60 Gracechurch Street
London
EC3V 0HR
Broker & Nominated adviser Cavendish Capital Markets Limited
1 Bartholomew Close
London
EC1A 7BL
Solicitors Burness Paull LLP
50 Lothian Road
Festival Square
Edinburgh, EH3 9WJ
Registrars Share Registrars Limited
The Courtyard
17 West Street
Farnham
Surrey
GU9 7DR
Auditors HaysMac LLP
10 Queen Street Place
London
EC4R 1AG
Bigblu Broadband plc
Strategic Report
Chairman's Statement
For the year ended 30 November 2024
2024 was a year for Bigblu Broadband where the board's clear focus was to
operationally improve the business, extend product offerings in key markets,
whilst at the same time identifying suitable opportunities to realise value
for shareholders.
Starlink Contract and investment
We started the financial year with the Starlink investment into stock systems
and people, in conjunction with the distribution contracts. Through this
investment the Group was able to offer Starlink LEO internet solutions to
business and small office / home office workers in Australia as well as UK /
Europe. In the year, this generated £0.4m of revenue for the Group.
Skymesh - Australia
The focus for Australia in 2024 was the ongoing investment in Skymesh's fully
integrated Cloud Based Microsoft System "Pathfinder" and the migration of
legacy bases onto the same single system. Whilst this resulted in a number of
teething issues, thereby impacting churn and the performance of Skymesh during
the year, by the end of the financial year Skymesh saw stability across its
customer base following investment in internal resources. SkyMesh remained the
leading Australian satellite broadband service provider with c50% of all new
additions, having been named Best Satellite NBN Provider for the sixth year in
succession (2019-2024). In FY24, Skymesh generated revenues of £22.2m and
adjusted EBITDA of £3.1m.
On 23 December 2024, the Group successfully completed its disposal of Skymesh
for a total consideration of up to AUD$50.2m (c£25.0m) of which AUD$43.3m was
received on completion (AUD$30m paid in cash and AUD $13.3m through the issue
of new shares in SKM Telecommunication's ( SKM) , the acquirer of Skymesh) and
additional consideration of up to $6.9m on certain criteria. BBB retain a
33.9% stake in SKM post the transaction and 29.1% on a fully diluted basis
(assuming expected Strategic Investor Options and Employee Options are
exercised).
The Board believed that the disposal provided the Group with the opportunity
to realise a strong valuation on this asset, generating an initial meaningful
cash consideration for Shareholders whilst also retaining a shareholding in
the business and therefore continued exposure to any potential upside from
SkyMesh under SKM's ownership. We are pleased that Frank Waters CEO has joined
the SKM Board and we look forward to working with the existing and new
Australian leadership team who bring enormous industry experience to the
business.
Quickline Investment
At the year-end we retained a 2.8% holding in Quickline post the injection of
£150m of additional funding by Northleaf Capital Partners since the date of
acquisition in June 2021.
During FY24, Quickline secured all four contracts it had tendered under the
government's £5bn Project Gigabit programme. These contracts subsidise the
rollout of a full fibre network to more than 170k hard-to-reach rural homes
and businesses across Yorkshire and Lincolnshire which have been left behind
by commercial rollouts. The contracts were secured by Quickline following
competitive public procurement processes and total c£300m of government
subsidy.
On 1 August 2024 Quickline secured a £250 million debt package comprising a
£125m term loan and £100m debt guarantee from the UK Infrastructure Bank
alongside a £25m term loan provided by NatWest. This additional funding was
obtained to support Quickline's large-scale broadband expansion in Yorkshire
and Lincolnshire following the contract wins. On completion of the four
secured contracts under the UK government's Project Gigabit programme
Quickline will connect almost 170k homes and businesses to full-fibre
broadband in hard-to reach rural areas across Yorkshire and Lincolnshire.
Norway Disposal
In May 2024, following a full market exercise undertaken by independent
advisors, the Group completed the Management Buy Out (MBO) of the business by
local management, supported by Andrew Walwyn. The Board believed that this
disposal was in the best interests of shareholders having regard to the
challenges it faced in the turnaround of the Norwegian business as well as the
potential need for further cash investment to grow the
Bigblu Broadband plc
Strategic Report
Chairman's Statement
For the year ended 30 November 2024
business and support any further demounting and migration projects.
Subsequently, the business was sold by the MBO team in February 2025,
generating a deferred consideration payment net of expenses due to BBB of
c£0.1m. In addition, the disposal of the Norwegian business allowed the Board
to reduce annualised central costs by c.£0.4m (including the costs associated
with Andrew's position as CEO).
Summary financials
Post the disposal of the Norwegian Operations and treating the Australian
Operations as discontinued at the Year end the Group had Revenues of £0.7m
(FY23: £0.7m) and EBITDA loss of £1.0m (FY23: Loss £0.5m). Revenue
comprises of £0.1m from our New Zealand operations and £0.6m covering
Starlink (£0.4m) and services provided to third parties (£0.2m).
Throughout the year we continued to have excellent support from our main
banking partner Santander in the UK who provided the business with a Revolving
Credit Facilities and associated banking operations. As at 30 November 2024,
net debt for the Group was £6.5m. Post period end, following receipt from the
cash proceeds from the sale of Skymesh, the Company repaid all of its
outstanding debt to Santander including charges and accrued interest.
Board Changes
As part of the acquisition of the Norwegian Operations by local management,
Andrew Walwyn also participated in the Buy Out. As a result, Andrew resigned
from his position as Executive CEO of the plc. Andrew continued to support the
Board as required whilst it executed its strategy of realising value for
shareholders. The Board reiterates its thanks to Andrew for his incredible
energy and execution over the years.
Frank Waters became Executive CEO of the plc in addition to his CFO
responsibilities, whilst the Board of BBB continues to execute the value
realisation strategy. Ray Vaughan who joined on 1 April 2024 as Skymesh CFO is
responsible for all financial aspects of Skymesh.
Focus and governance
The Board will continue to reduce central costs to reflect the reduced size of
the business. As a business we still have a small trading operation in New
Zealand, Starlink trading contracts as well as material ongoing equity
interests in Quickline and SKM. The focus of the board will continue to be on
ensuring it is able to deliver further returns for shareholders from these
interests.
As stated in previous years, I am a strong believer that good corporate
governance supports a group's long-term success. This is very important for
2025 and beyond as we look to seek value from our remaining interests. The
structures, advisers and committees we have in place for establishing and
articulating the Board's strategy and monitoring the performance of the
Group's management continue to function well and add value for the Group's
shareholders, at the same time ensuring a strong focus on realising
shareholder value.
Bigblu Broadband plc (AIM: BBB.L) is now focused on supporting its retained
shareholdings in SKM and Quickline to realise value for BBB shareholders.
Finally, I would like to thank Frank Waters and his team for their efforts in
2024 and the early part of 2025. Everyone played their part in a demanding yet
successful year in the Group's life. I, and the rest of the Board, fully
recognise that the team are working very hard to look after our existing
customers and support new customers requiring our service and so continue to
look forward to the remainder of 2025 with confidence.
Michael Tobin OBE
Chairman
1 June 2025
Bigblu Broadband plc
Strategic Report
Chief Executive Report
For the year ended 30 November 2024
Overview
FY24 was a busy year and an important period for the Group in many respects.
We commenced the period with the announced signing of the important Starlink
Distribution contracts for the UK / Europe and Australia. We subsequently
announced the disposal of the Group's Norwegian operations in May 2024. This
reduced the risk to the Group of the potential for significant near-term cash
outflows given the capital requirements of the Norwegian operations as part of
its turnaround. This also allowed us to further reduce central operating costs
across the Group. We continued to operate and support Skymesh to optimise its
market positioning and following a market review, post-period end, we were
pleased to announce its disposal to a newly established Bidco, SKM
Telecommunications Pty Ltd. Both disposals were in line with the Board's
desire to realise value opportunities for our shareholders and are treated as
discontinued operations.
It was also very pleasing to note that Quickline, in which the Company retains
a 2.8% equity interest, secured important contract wins under the UK
government's £5bn Project Gigabit programme. The Quickline team backed by
Northleaf with support from the UK Infrastructure Bank and NatWest, are now
well placed to ensure Quickline boosts rural broadband connectivity across
Northern England.
Review of the year
We commenced the year with operating businesses in Australia and Norway with a
clear focus on widening product offerings, driving system improvements and
reducing costs.
In May 2024, following an independent market exercise, we disposed of our
Norwegian Operations via a Management Buy Out (MBO) of the business to local
management, supported by Andrew Walwyn, to prevent the potential need for
further cash investment in the region to grow the Nordic operations.
In Australia, the Group's focus, was on executing our strategy of organic
growth and capitalising on Skymesh's market leading position. During the year
we saw Skymesh addressing certain historic challenges in terms of product
offerings by introducing Starlink products, and working with its major
satellite provider, NBNCo, to bring uncapped data packages to market for the
first time. These packages were more affordable, comparable in speed, and
better supported than previously.
In addition, during 2023 and 2024 SkyMesh continued to upgrade its legacy
systems with an investment of £0.6m in the year (2023: £1.3m). This brought
with it a more seamless integration with NBNCo for ordering, provisioning of
services and support. The outcome of this upgrade was a more efficient system
that enabled customers to be set up online faster than ever. Furthermore,
Skymesh focused on streamlining its sales process. This was a large exercise
given it replaced very old legacy systems and resulted in a number of
challenges, many of which were, in the main overcome in the year.
Specifically, Skymesh invested in additional resources to support this
important project but also recognise the continuing need for investment in the
systems, such as AI, to drive efficiencies and improved customer experience.
In the year ending 30 November 2024, prior to its disposal, Skymesh delivered
revenues of £22.2m (2023: £25.3m) and adjusted EBITDA(1) of £3.1m (2023:
£4.9m). It's important to flag that the team worked extremely hard during the
period to continue to improve the underlying performance whilst at the same
time supporting the significant transaction requirements despite limited
resources.
As at 30 November 2024 both the Australian and Norwegian operations are
treated as discontinued.
Notes
1 Adjusted EBITDA is stated before interest, taxation, depreciation,
amortisation, share based payments and exceptional items. It also excludes
property lease costs which, under IFRS 16, are replaced by depreciation and
interest charges
We note that in the Group's audited accounts the auditors indicate a
disclaimer of opinion. The basis of disclaimer, being that the Audited
Accounts of the Australian business Skymesh have not as yet been signed off
locally despite the fieldwork having been materially completed and the results
included in the group accounts. Please note that following its disposal in
December 2024 Skymesh is treated as a discontinued business in the accounts of
the Group and we will continue to work with the new owners to sign off the
accounts.
Bigblu Broadband plc
Strategic Report
Chief Executive Report (continued)
For the year ended 30 November 2024
Starlink Distribution Contracts
With the advancement of LEO offerings across the territories that we operate
in, it was crucial to secure a trading relationship with Starlink which we
signed in December 2023. This relationship enabled the Group to provide
high-speed internet to business and small office / home office workers. This
alongside the One Web contract allows BBB to offer customers an extended suite
of products covering all their needs. In addition to an initial investment of
£2.1m during the period the Group invested £0.6m in Systems development and
£0.2m in resources in launching Starlink Products in markets.
Quickline Contract Wins / Funding
During the year, Quickline was awarded all four of the contracts that it bid
for, totaling c.£300m, under the government's £5bn Project Gigabit
programme, making it the second largest Project Gigabit regional delivery
partner in the UK.
These contracts seek to address c.170k premises and subsidise the rollout of a
full fibre network to these hard-to-reach rural homes and businesses across
Yorkshire and Lincolnshire which have been left behind by commercial rollouts.
Alongside these secured contracts, Quickline will make further private
investment to roll out its full fibre network to over 400k premises in
addition to its next generation FWA coverage.
In August 2024, Quickline secured a £250m debt package comprising a £125m
term loan and £100m debt guarantee from the UK Infrastructure Bank alongside
a £25m term loan provided by NatWest. This additional funding helps support
Quickline's large-scale broadband expansion in Yorkshire and Lincolnshire as
it targets passing more than 500k rural premises in these two counties.
Board Changes
As part of the acquisition of the Norwegian Operations by local management,
Andrew Walwyn also participated in the Buy Out. As a result, Andrew Walwyn
resigned during the period from his position as Executive CEO of the plc. At
the time of his departure, it was announced that Andrew had undertaken to
support the Board as required whilst it executes its strategy of realising
value for shareholders. The Board reiterates its thanks to Andrew for his
support over the years.
Frank Waters became Executive CEO of the plc in addition to his CFO
responsibilities, whilst the Board of BBB continues to execute the value
realisation strategy.
Post Balance Sheet Events
We highlight the following post balance sheet events:
Australia - Skymesh
· On 23 December 2024 the Group completed the disposal of its
majority interest in Skymesh for a total consideration of up to AUD$50.2m
(c.£25.0m) of which AUD$43.3m was received on completion (AUD$30.0m
(c£14.9m) paid in cash and AUD$13.3m (c.£6.6m) through the issue of new
shares in SKM Telecommunication, the acquirer of Skymesh). Post transaction,
BBB retains a material stake in SKM of 33.9% (undiluted) and up to 29.1% on a
fully diluted basis (assuming expected Strategic Investor Options and Employee
Options are exercised).
· Additional cash consideration could be received by the Group on
the first anniversary of the disposal on the following basis:
(i) 13.7% of the Headline Price (c.AUD$6.9m (c.£3.5m)); plus
(ii) a cash amount equal to Skymesh's net profit after tax,
before depreciation and amortisation and unrealised foreign exchange
movements, but including management fees and exceptional items, for the month
of November 2024; plus
(iii) an amount equal to the excess of the Completion Payment
above the Completion Payment Cap if applicable; less
Bigblu Broadband plc
Strategic Report
Chief Executive Report (continued)
For the year ended 30 November 2024
(iv) the balance of the Skymesh customer debt not collected
during the period of 6 months from 1 February 2025 which is greater than 120
days overdue relating to the implementation of the Pathfinder system in July
2023 which resulted in approximately $2.8m (the "Pathfinder Implementation
Debt") not being invoiced or slow to be invoiced and the subsequent delayed
collection of such due payments from customers; less
(v) the costs incurred by SKM Telecommunication in undertaking a
recovery program of the Pathfinder Implementation Debt under the direction of
the Company.
Norway Disposal
During the period we announced the disposal of our Norwegian operations for an
equity value of £1 to a team led by local management and Andrew Walwyn. In
addition, which is still to be determined, BBB will be entitled to a
contingent Consideration as follows:
- If the Norwegian operations;
o in the period between 17 May 2024 and 16 May 2025, achieves an Adjusted
EBITDA of five hundred thousand pounds (£0.5m) or more, BBB will receive
twenty (20) percent of the Adjusted EBITDA for that period, within six months
of the period.
o in the period between 17 May 2025 and 16 May 2026, achieves an Adjusted
EBITDA of one million pounds (£1.0m) or more, BBB will receive twenty (20)
percent of the Adjusted EBITDA for that period, within six months of the
period.
- A deferred consideration was payable of up to NOK 2.3m (c£0.2m) on
the return, or release of the deposit held with networks, or a Trigger Event.
In addition, on the occurrence of a Trigger Event, including a subsequent
disposal or listing, additional consideration shall be payable of 20% of the
proceeds less costs.
In February 2025, the Norwegian business subsequently received investment from
a third party with local management rolling their equity and Andrew Walwyn
exiting the business at the transaction date. Following this investment, the
Group was entitled to receive £0.1m proceeds as this investment constituted a
Trigger Event.
In addition, following the trigger event BBB plc remains entitled to the
following contingent considerations which have been assumed by Blukom, a
company wholly owned by Andrew Walwyn:
1. Deferred Consideration relating to the Telenor Deposit
2. Contingent Consideration subject to Brdy Norway's EBITDA performance in
FY25 and FY26 financial periods
Repayment of Revolving Credit facilities
Following receipt of cash to BBB on the completion of the Skymesh's disposal
and payment of transaction related fees, the Group repaid all its existing
Revolving Credit Facilities with Santander (including all charges and accrued
interest) totaling, in aggregate, £6.9m. We are very grateful to Santander,
who have been an extremely supportive partner to the business since the
facilities were put in place.
Tender Offer
Prior to the tender offer and repayment of debt facilities pro forma cash was
£14.9m, and after paying £6.9m to clear the Revolving Credit Facility with
Santander, and £0.9m in transaction costs, the remaining funds available to
the Group were c£7.1m.
Bigblu Broadband plc
Strategic Report
Chief Executive Report (continued)
For the year ended 30 November 2024
In addition, in April 2025 the Group returned c.£6.1m to Shareholders through
a tender offer of 15.25m shares (representing approximately 26% of the Group's
issued share capital pre the tender offer) at a price of 40p per ordinary
share.
Current Trading
Following the announced Australian transaction on 23 December 2024 the focus
has been on supporting the new owners of Skymesh as required, continuing to
support our investment in Quickline and realising value from our remaining
Starlink Contracts and New Zealand operations.
Post Period End Q125 we have also seen an uptake in Starlink Sales of £0.2m
versus Q124 £nil.
At the same time, we will continue to reduce central costs to reflect the
reduced size of the business and therefore the Group expects that the
underlying performance in FY25 will continue to improve, that ongoing cash
outflows will reduce substantially, offset by other expected inflows. and we
remain confident in our ability to deliver further returns for shareholders
from our remaining operations together with the remaining equity stakes in
Quickline and Skymesh.
Frank Waters
Chief Executive Officer
1 June 2025
Bigblu Broadband plc
Strategic Report
Financial Review
For the year ended 30 November 2024
This financial review describes the performance of the Company during the
Period and is summarised as follows;
Key Performance Indicators Continuing and Discontinued Operations
The Group utilises several Key Performance Indicators (KPI's) to measure
performance against our strategy. A description of these KPI's and performance
against them is set out below for the combined Continuing and Discontinued
Operations.
In the Group's audited accounts, the auditors indicate a disclaimer of
opinion. The basis of disclaimer, being that the Audited Accounts of the
Australian business Skymesh have not as yet been signed off locally despite
the fieldwork having been materially completed and the results included in the
group accounts. Please note that following its disposal in December 2024
Skymesh is treated as a discontinued business in the accounts of the Group and
we will continue to work with the new owners to sign off the accounts.
Group revenue (including PLC and Australia) was £22.9m (FY23: £26.0m. LFL
£24.0m) of which the negative impact of currency movements was £0.7m.
Recurring airtime revenue (revenue generated from the Company's broadband
airtime) which is typically linked to contracts, was £20.8m representing 90%
of total revenue (FY23: 93%). Gross margins reduced to 29.4% (FY23: 37.3%) and
overheads reduced to £4.7m (FY23: £5.2m) representing 20.2% of revenue
(FY23: 20.1%) mainly due to lower headcount costs post re-organisation
(£0.4m). Adjusted EBITDA for the period was £2.1m (FY23: £4.4m). On a LFL
basis, Adjusted EBITDA for FY24 was £2.4m, excluding one-off IP sales of
£2.0m made in FY23.
Financial Review - Continuing and Discontinued Operations
The Group utilises several Key Performance Indicators (KPI's) to measure
performance against our strategy. A description of these KPI's and performance
against them is set out below for the Continuing Operations.
Key Performance Indicators for Continuing Operations
KPI 2024 2023 Description Comment
Revenue £0.7m £0.7m Revenue includes sales from all operations. Total revenue for the continuing operations was £0.7m (FY23: £0.7m).
Recurring revenue, defined as revenue typically generated from the Group's Recurring airtime revenue (revenue generated from the Company's broadband
broadband airtime contracts, which is typically linked to contracts and airtime) which is typically linked to contracts, was £0.1m representing 10%
monthly subscriptions. of total revenue (FY23: 20%).
Revenue Split by Product This measure seeks to analyse revenue by Product type. Growth in Starlink sales of £0.4m offset a reduction in one-off shared
services of £0.4m.
Satellite - Non-recurring
£0.4m £Nil
Satellite - Recurring
Other services
£0.1m £0.1m
£0.2m £0.6m
1 Like for like (LFL) is adjusted for new or divested businesses in both the
current and prior year and adjusts for non-recurring one off items and
constant currency to ensure present underlying LFL.
Bigblu Broadband plc
Strategic Report
Financial Review (continued)
For the year ended 30 November 2024
Key Performance Indicators for Continuing Operations continued
KPI 2024 2023 Description Comment
Revenue Split by Region Revenue split by operating locations Revenue split by region was in line with prior year £0.7m (FY23: £0.7m).
New Zealand
£0.1m £0.1m
Central
£0.6m £0.6m
ARPU £36.09 £40.48 Average revenue per unit is calculated by dividing total revenues from all Lower by 10.8% due in the main to currency translation.
sources by the average customer base
Distribution and Administrative Expenses (£2.7m) (£2.5m) Distribution and Administrative Expenses include amortisation, depreciation Increased during the period by £0.2m to £2.7m (FY23: £2.5m) due to
and other non-recurring items. increased Finance, Legal, IT, banking, insurance, logistics, AIM, and other
costs offset by discontinued operations. Exceptional costs were down by £0.3m
Depreciation was slightly lower in the period at £0.1m (FY23: £0.1m), and
amortisation of intangible assets was in line with prior year at £0.02m
(FY23: £0.02m).
Interest (£0.7m) (£0.2m) Interest payable on the Revolving Credit Facility with Santander. Interest increased by £0.5m in the year due to an additional £4.4m drawdowns
in the period, utilised to purchase Starlink stock, invest in the Starlink
launch and working capital for Skymesh, with closing debt at £6.5m. Repaid in
December 2024.
Loss from Continuing Operations (£3.1m) (£2.2m) Gross Profit less Distribution and Administrative Expenses and Interest Increased in the year by £0.9m mainly due to increased interest payments
expense results in the loss from continuing operations. (£0.4m), lower margins £0.1m and increased staff costs £0.4m due to
restructuring.
Adjusted EBITDA (£1.0m) (£0.5m) Earnings before share based payments, depreciation, intangible amortisation, Adjusted EBITDA loss increased by £0.5m while like for like Adjusted EBITDA
impairment costs, acquisition costs, one-off employee-related costs and loss increased by £0.4m. This increased reflected the lower service recharges
start-up costs is the measure of the Group's operating performance. margins.
LFL(1) Adjusted EBITDA
(£0.9m) (£0.5m)
1 Like for like (LFL) is adjusted for new or divested businesses in both the
current and prior year and adjusts for non-recurring one off items and
constant currency to ensure present underlying LFL.
Bigblu Broadband plc
Strategic Report
Financial Review (continued)
For the year ended 30 November 2024
Key Performance Indicators for Continuing Operations continued
KPI 2024 2023 Description Comment
Adjusted EBITDA Split by Region As above definition split by Region. Adjusted EBITDA loss increased by £0.4m to £1.1m in Central due to the lower
margins from the Starlink revenue. New Zealand lower due to prior year
benefiting from one-off credits from network.
New Zealand
Central £0.1m £0.2m
(£1.1m) (£0.7m)
Adjusted Operating Cash Flow (£2.9m) (£0.8m) Adjusted Operating cash flow relates to the amount of cash generated from the Adjusted operating cash outflow was £2.9m (FY23: Outflow £0.8m), a movement
Group's operating activities and is calculated as follows: Profit/(Loss) of £2.1m YOY, after the planned stock investment of £2.1m in the announced
before Tax adjusted for Exceptional Items, Depreciation, Amortisation, Share Starlink contract as well as working capital requirements.)
Based Payments and adjusting for changes in Working Capital and non-cash
items.
Adjusted Free Cash Flow (£3.4m) (£1.0m) Adjusted Free cash flow before exceptional items primarily related to M&A Adjusted Free cash outflow was £3.4m (FY23: outflow £1.0m). An outflow
activities and re organisations costs post the disposal of the Norwegian movement of £2.4m YOY is a direct result of the
operations) being cash (used)/generated by the Group after investment in
capital expenditure, servicing of debt and payment of taxes and excluding investment in Starlink.
items identified as exceptional in nature.
Adjusted EPS (3.4p) (1.2p) Adjusted Earnings per share (EPS) is the Continued business's profit/(loss) The continuing business EPS loss for the period increased on the previous year
after tax before exceptional costs, share based payments, impairment of Fixed due from £2.2m to £3.1m, with the discontinued operations loss reduced from
Assets and deferred tax adjustments, divided by the weighted average number of £2.5m to £1.1m. After removing exceptional items and the discontinued loss
shares. the loss attributable to shareholders increased from £0.7m to £2.0m
Bigblu Broadband plc
Strategic Report
Financial Review (continued)
For the year ended 30 November 2024
Statutory Results and EBITDA Reconciliation
A reconciliation of the adjusted EBITDA to PAT for the continuing operations
is shown below:
This is a non-GAAP alternative performance measure.
Adjusted EBITDA (before share based payments and exceptional items) for the
full year was (£1.0m) (FY23: £0.5m). A reconciliation of the adjusted EBITDA
to an adjusted PAT Loss of £2.0m (FY23: £0.7m loss) is shown below:
Audited as at 30 Nov 2024 Audited as at 30 Nov 2023
£000 £000
Adjusted EBITDA 1 (1,010) (495)
Depreciation 2 (81) (97)
Amortisation 3 (18) (18)
Adjusted EBIT (1,109) (610)
Underlying interest 4 (685) (229)
Tax (charge) / credit 5 (1) -
Foreign exchange transaction (loss) / gain 6 (199) 120
Amortisation 18 18
Continuing Adjusted PAT (1,976) (701)
1. Adjusted EBITDA Loss (Loss from continuing operations (£3.1m) after
adjusting for interest £0.7m, depreciation/amortisation £0.1m, forex
translation £0.2m and exceptional costs £1.1m) of (£1.0m) (FY23: Loss
(£0.5m)).
2. Total depreciation in line with prior year at £0.1m in FY24 (£0.1m in
FY23) as net book value of fixed assets decreases.
3. Amortisation of intangible assets was in line with the prior year at
£0.02m (FY23: £0.02m).
4. The interest charge in the year of £0.7m (FY23: £0.2m) relates to the
RCF with Santander as a result of a drawdown of the revolving credit facility
in FY24 of £4.4m in the main to support contracted Starlink investment,
planned working capital requirements and restructuring costs.
Interest costs increased during the period to £0.7m (FY23: £0.2m)
Audited Audited
as at as at
30 Nov 2024 30 Nov 2023
£000 £000
Interest 683 228
Interest element of lease payments 2 1
Reported Interest 685 229
5. The tax charge of £1k (FY23: Nil) relates to our New Zealand business
and is a provision against expected taxable profits at the FY24 period.
6. Foreign exchange transaction loss includes the movement in currency
attributable to the foreign payments and receipts between the transactional
rate and the date of payment.
Bigblu Broadband plc
Strategic Report
Financial Review (continued)
For the year ended 30 November 2024
Cashflow performance - Continuing operations
Adjusted Free Cash Flow in the period, before exceptional items, was an
outflow of £3.4m (FY23: outflow £1.0m). This reflects the increase in
operating cashflow outflow to £2.9m (FY23: outflow £0.8m), with capital
expenditure of £0.03m in line with prior year, and higher tax and interest at
£0.5m (FY23: £0.2m).
This is a non-GAAP alternative performance measure.
The underlying cash flow performance analysis seeks to clearly identify the
underlying cash generation within the Continuing Group, and separately
identify the cash impact of identified exceptional items including
refinancing, fundraising, M&A activity cash costs and the treatment of
IFRS 16 and is presented as follows:
12 months 12 months
to to
30 Nov 2024 30 Nov 2023
£000 £000
Adjusted EBITDA (1,010) (495)
Underlying movement of working capital 1 (2,178) (580)
Forex and other non-cash items 2 311 262
Adjusted operating cash outflow before interest, tax, Capex and exceptional 3 (2,877) (813)
items
Tax and interest paid 4 (499) (199)
Purchase of Assets 5 (29) (28)
Adjusted free cash outflow before exceptional and M&A items (3,405) (1,040)
Exceptional items relating to M&A, disposals, restructuring costs and the 6 (1,144) (1,490)
establishment of network partnerships.
Free cash outflow after exceptional items (4,549) (2,530)
Investing activities - 1
Proceeds from Loans 7 4,400 2,100
Financing activities 8 31 10
Decrease in cash balance pre-Discontinued operations (118) (419)
Movement in cash from discontinued operations 9 (2,407) 361
Movement in Cash (2,525) (58)
Increase in Debt (4,400) (2,100)
Opening Cash 1,532 4,195
Closing Net (Debt)/Cash (5,393) 2,037
Movement in cash
Opening Cash 3,632 4,195
Less movement in cash (2,525) (58)
Less discontinued operations cash / cash equivalents including deposits (1,081) (505)
Closing Cash 26 3,632
Bigblu Broadband plc
Strategic Report
Financial Review (continued)
For the year ended 30 November 2024
1. This reflects the outflow working capital position of £2.2m (FY23:
outflow £0.6m) due in the main to:
a. a increase in Trade & Other Receivables of (£1.2m) due to
collections (£0.2m) and the Starlink prepayment (£1.0m)
b. a reduction in Trade Payables and Other Payable (£0.5m)
c. higher inventory (£0.5m) due to the investment in the Starlink
agreement and stock
2. Forex and non-cash inflow of £0.3m (FY23: inflow £0.3m) reflects the
currency revaluation relating to the exchange movement in the Consolidated
Statement of Comprehensive Income and the Consolidated Statement of Financial
Position (£0.3m) where AUD and NOK values are translated to GBP for the Group
reporting currency, as well as costs/income which have no impact on operating
cashflow.
3. This resulted in an adjusted operating cash outflow before Interest,
Tax, Capital expenditure and Exceptional items of £2.9m outflow (FY23: £0.8m
inflow).
4. Tax and interest paid was £0.5m (FY23: £0.2m). This covers interest
on the loan facility and leases.
5. Purchases of assets in FY24 were £0.1m (FY23: £0.1m). Note that asset
purchases do not include the capitalised value of new leases of ROU assets,
which are non-cash items.
6. The Group incurred expenses in the period that are considered
exceptional in nature. Whilst they may re-occur given the nature of the
business undergoing significant changes it is appropriate to clearly identify
by their nature and identify the underlying trading trends in the period.
These comprise:
a. £0.1m (FY23: £0.3m) of M&A related costs, the establishment of
network partnerships and restructuring costs. These costs comprise mainly
professional and legal fees and includes an apportionment of staff and local
management time spent on Specific One-Off Projects such as the disposal of the
Norwegian operations and development and delivering value realization
strategies for the Australian operations.
b. £0.5m (FY23: £0.7m) employee termination, restructuring costs In the
UK and costs associated with Share Options.
c. £0.2m (FY23: £0.5m) development costs in the period primarily for the
Pathfinder system and APIs with key suppliers, including Starlink (£0.2m),
that do not meet the criteria for intangible asset capitalisation
d. £0.1m (FY23: £nil) covering IP and costs not associated with the
normal operations of the business
e. £0.3m exceptional bad debt on liquidation of a reseller
7. Proceeds from drawdown of the RCF facility with Santander to support
Starlink purchases and Skymesh planned working Capital.
8. In FY24 financing activities related to the principal element of lease
payments of £31k (FY23: £10k).
9. Net movement in cash from the discontinued business resulted in a
reduction of £2.4m in cash. This comprised of £2.4m in relation to the
Australian discontinued operation, with £1.3m of working capital and £1.1m
of cash retained at the time of disposal.
Bigblu Broadband plc
Strategic Report
Financial Review (continued)
For the year ended 30 November 2024
Cash and net debt for the overall Group is summarised as follows:
Audited Audited
12 months to 12 months to
30 Nov 2024 30 Nov 2023
£000 £000
Composition of closing net cash
Cash and cash equivalents 26 2,782
Cash held in escrow - restricted cash - 850
Gross cash and cash equivalents for continued operations 26 3,632
Gross cash and cash equivalents in disposal group
1,081 505
Bank loans (6,500) (2,100)
Net (Debt)/Cash (5,393) 2,037
Consolidated Statement of Financial Position
Consolidated Statement of Financial Position
Fixed Assets reduced in the year to £0.1m (FY23: £0.4m) after adjusted for
depreciation provided in the year (£0.1m).
Intangible Assets decreased to £nil (FY23: £5.6m) post the presentation of
Skymesh as a disposal Group
Working Capital
· Inventory days increased to 68 days (FY23: 16 days) due to stock
held to support the Starlink business unit. Carrying value of stock at the end
of the year was £0.6m (FY23: £0.1m)
· Debtor days increased to 19 days (FY23: 14 days) due to delayed
collections from resellers in the period. Trade Receivables closed the year at
£0.2m (FY23: £1.4m).
· Creditor days decreased to 36 days (FY23: 70 days) due to higher
opening Trade Payables paid in Q125.
Total net debt, excluding lease liabilities, increased in the year to £6.5m
excluding discontinued business of £1.4m (FY23: Net cash excluding
discontinued business £1.5m) and is explained further in the Cash Flow
Analysis section.
Statutory EPS and EPS for total company including discontinued operations
Statutory basic and diluted EPS loss per share decreased to 8.4p (FY24) from
8.0p (FY23).
Statutory EPS Pence
Audited Audited
12 months to 12 months to
30 Nov 30 Nov
2024 2023
Basic and diluted EPS attributable to ordinary shareholders from continuing (8.4) (8.0)
and discontinued operations
Basic and diluted EPS from continuing operations (5.4) (3.8)
Bigblu Broadband plc
Strategic Report
Financial Review (continued)
For the year ended 30 November 2024
Accounting standards
The financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRS), as endorsed and adopted for use in the
UK. There have been no changes to IFRS standards this year that have a
material impact on the Group's results. No forthcoming new IFRS standards are
expected to have a material impact on the financial statements of the Group.
Dividend
The directors do not recommend the payment of a dividend (2023: £Nil)
Going Concern
The Directors have prepared and reviewed projected cash flows for the
continuing Group, reflecting its current level of activity and anticipated
future plans for the next 12 months, from the date of signing. The Group is
currently loss-making, mainly because of depreciation, amortisation and
exceptional charges.
The Board have identified the key risks, in the Principal Risks and
Uncertainties section, pages 16 to 20
The Board also recognises a number of significant mitigating factors that
could protect the future going concern of the business. These include:
· Super-fast Broadband is already an essential utility for many and
even more so now, it is likely to be one of the last services that customers
will stop paying for
· Support from network partners including Starlink for the business
and customers including new operating models
· Ongoing support from MSA and recharges
· Material reduction in cost base
The Board has conducted stress tests against our business performance metrics
to ensure that we can manage any continuing risks. We recognise that a number
of our business activities could be impacted, and we have reflected these in
this analysis including supply chain disruptions, delays in sales, earnings,
or cash generation.
The Board believes that the Group is well placed to manage its business risks
and longer-term strategic objectives successfully, with the latest management
information showing a string net cash position. Accordingly, we continue to
adopt the going concern basis in preparing these results.
On behalf of the Board
Frank Waters
Chief Executive Officer
1 June 2025
Bigblu Broadband plc
Strategic Report
Principal Risks and Uncertainties
For the year ended 30 November 2024
The Board and management regularly review and monitor the key risks involved
in running and operating the business. The future success of the Group is
dependent on the Board's ability to implement its strategy. The model for the
future development of the Group is reliant on its ability to achieve a
critical mass of customers through organic customer growth, in Satellite, and
its ability to derive revenue from these customers by providing excellent
technical support, a value-added customer service, solution delivery and
operational gearing. The table below sets out a number of the material risks
together with relevant mitigating factors, with the risk rating explained on
page 19 and 20.
Risk Description Mitigation Risk Rating
Dependence on satellite owners and satellite infrastructure providers for The Group is dependent on its ability to purchase broadband capacity from The Board is in regular dialogue with network providers to ensure appropriate Medium 8
capacity and key contract terms in New Zealand and Starlink satellite in New Zealand as well as having the ability to integrate seamlessly capacity and products exists in New Zealand at an affordable price. New
into their systems. The terms upon which satellite owners sell such capacity satellites and capacity changes from time to time, so it is vital the
may change to the Group's detriment and the Group may not be able to secure relationship with the satellite owners in New Zealand, continues to prosper.
capacity from the satellite owners with which it currently deals. We also work closely with the Network operators on integrations.
The Group's current contractual agreements with the satellite owners are
typically non-exclusive, are terminable immediately or within a short
timeframe of giving notice, do not contain restrictive covenants which would
prevent the satellite owners from directly competing with the Group and do not
contain express provisions obliging them to continue providing services to the The Board works closely with satellite owners, as partners, to develop short,
Group, its governments partners and consequently its revenues, its operational medium and longer-term sales plans, target opportunities and markets. This
results and its prospects. close working relationship ensures that our activities are goal congruent with
our service providers and our value add to their business is well understood.
The Group's Continuing operations depend on continuing service and support
from Starlink that meet market requirements.
Dependence on satellite infrastructure In the event of the failure of a satellite the Group may not be able to supply Service level agreements exist with satellite operators whose satellites are Medium 9
broadband access to parts of its customer base, which would have an adverse used with mission critical businesses. Working closely with satellite
impact on the Group's relationship with its customers and its revenues, its operators should help reduce the risk.
operational results, and its prospects.
Bigblu Broadband plc
Strategic Report
Principal Risks and Uncertainties (continued)
For the year ended 30 November 2024
Risk Description Mitigation Risk Rating
Competition from existing/emerging alternative technologies There may be competition from existing and emerging alternative technologies, The Board recognises this risk and seeks to mitigate it by regular dialogue in Medium 9
like fibre to the premises, improved versions of the wide area radio network the marketplace with other solution providers to ensure the Group's offering
or mesh radio technologies. In the event that such technologies become widely is adjusted accordingly to meet the market demands and changing landscape as
available, the Group's subscriber base, revenues, results from operations and evidenced by the contract signed with Starlink in December 2023.
prospects may be adversely affected.
Government policy and increased investment in fibre roll-out Given the importance of digital connectivity to the economy, it may be the We remain confident this will continue within the jurisdictions in which we Medium 6
case that many governments further invest in fibre roll-out thus reducing the operate, with a fibre offering now available to our customer base.
market size for satellite and wireless broadband.
System reliance The Group believes the proprietary technology platform, Pathfinder, built on Continued and sustained development and testing of the existing systems is Medium 9
Microsoft technology is a key contributor to the operational success of the undertaken regularly. Enhancements are rolled out during the course of the
business as well as the more localised systems. In the event of a system year to reduce risks. Additional resources have been brought into the business
failure of the platform or any other technology or system operated by a to support the developments.
third-party, short-term operations would be affected adversely.
Dependence on key executives The performance of the Group will depend heavily on its ability to retain the The Board will continue to ensure that the management team are appropriately Medium 8
services of the Board and to recruit, motivate and retain further suitably incentivised and that there is scope to appropriately incentivise new key
skilled personnel whether FTE or fractional. The loss of the services of key personnel where required. The Group operates various share option schemes and
individuals may have an adverse effect on the business, operations, customer management incentive plans which enable employees to benefit from continued
relationships and results. growth and delivering shareholder returns. It also ensures that the management
team, staff and shareholders objectives are aligned.
Bigblu Broadband plc
Strategic Report
Principal Risks and Uncertainties (continued)
For the year ended 30 November 2024
Risk Description Mitigation Risk Rating
Fraud, including cyber attacks As a provider of broadband solutions, the Group is a potential target and The Group have technical staff 9 both internal and seconded) including outside Medium 9
products may have vulnerabilities that may be targeted by attacks specifically specialist contractors who focus on investigation and mitigation of risks
designed to disrupt the Group's business and harm its reputation. related to fraud and cyber-attacks as appropriate.
If an actual or perceived breach of security occurs in the Group's internal
systems, it could adversely affect the markets perception of the Group's
products or internal control systems. In addition, a security breach could
affect the Group's ability to provide support for customers.
Ineffective Control environment The financial performance of the Group depends on operating within a robust Reviews are undertaken of key risk areas by third parties as appropriate. The Medium 6
control framework. The key finance team are all contractors and segregation of Board are also working with providers to outsource the financial reporting
duties is a key control to be managed. effective from Q3 2025, reducing the risk associated with contractors.
Force majeure The Group's operations now or in the future may be adversely affected by risks This continues to be monitored by the Board with our professional advisors, Medium 6
outside its control, including space debris damaging or destroying satellites, satellite and wireless operators and insurance specialists.
labour unrest, civil disorder, war, subversive activities or sabotage, fires,
floods, explosions or other catastrophes, epidemics, or quarantine
restrictions.
Foreign Exchange Rate Volatility The geographic spread of the Group means that financial results are affected The Group monitors foreign exchange exposure regularly and, when a Medium 6
by movements in foreign exchange rates. The risk presented by currency transactional exposure is not covered through a natural hedge, consideration
fluctuations may affect business forecasting and create volatility in the will be given in entering into a hedge arrangement such as forward contracts
results and cash holdings. and Options. Alternatively pricing plans can be adjusted to mitigate if
appropriate.
Bigblu Broadband plc
Strategic Report
Principal Risks and Uncertainties (continued)
For the year ended 30 November 2024
Risk Description Mitigation Risk Rating
General economic conditions Market conditions, particularly those affecting telecoms and technology This continues to be monitored by the Board with our professional advisors. Medium 9
companies may affect the ultimate value of the Group's share price, regardless
of operating performance. The Group could be affected by unforeseen events
outside its control, including, natural disaster, terrorist attacks and
political unrest and government legislation or policy. The market perception
of telecoms and technology companies may change which could impact on the
value of investors' holdings and impact on the ability of the Group to raise
further funds. General economic conditions may affect exchange rates, interest
rates and inflation rates.
Delayed signing of discontinued operations activities in the Skymesh business There is a risk to the business governance and control environment in the This continues to be monitored by the Board with our professional advisors. Medium 6
by new Directors delayed signing of the accounts of the discontinued business Skymesh by the
new owners. In addition, locally there is a requirement to file audited
accounts that could impact on business activities in Australia.
Bigblu Broadband plc
Strategic Report
Principal Risks and Uncertainties (continued)
For the year ended 30 November 2024
Probability
1. Improbable (unlikely to occur)
2. Remote (unlikely, though possible)
3. Occasional (likely to occur occasionally during standard operations)
4. Probable (not surprised, will occur in a given time)
5. Frequent (likely to occur, to be expected)
Severity
1. Negligible (the risk will not result in serious corporate disruption,
or has a remote possibility of loss)
2. Marginal (the risk could cause corporate disruption, or loss but its
effects would not be serious)
3. Moderate (the risk can result in corporate disruption or loss)
4. Critical (the risk can result in corporate disruption or loss)
5. Catastrophic (the risk is capable of causing serious corporate
disruption and or loss)
Corporate Responsibility
BBB is committed to being an equal opportunities employer and is focused on
hiring and developing talented people. The health and safety of our employees,
and other individuals impacted by our business, is taken very seriously, and
is reviewed by the Board and local management. A Company statement regarding
the Modern Slavery Act 2015 is available on the Company's website at
www.bbb-plc.com. As a manufacturer and distribution business, there is a risk
that some of the Group's activities could have an adverse impact on the local
environment. Policies are in place to mitigate these risks, and all of the
businesses within the Group are committed to full compliance with all relevant
health and safety and environmental regulations.
The Strategic Report was approved by the Board of Directors on 1 June 2025 and
was signed on its behalf by:
Frank Waters
Chief Executive Officer
1 June 2025
Bigblu Broadband plc
Strategic Report
Section 172 (1) Statement
For the year ended 30 November 2024
In accordance with section 172 of the Companies Act 2006 each of our directors
acts in the way that they consider, in good faith, would most likely promote
the success of the Group for the benefit of its members as a whole.
Consequences of any decisions in the longer-term
• interests of our colleagues
• need to foster the Group's business relationships with suppliers,
customers and other key stakeholders
• impact of the Group's operations on communities and the environment
• desirability of the Group maintaining a reputation for high standards of
business conduct
• need to act fairly as between members of the Group.
The directors take into account the views and interests of a wider set of
stakeholders, and you can find out more about how the Group engages with its
stakeholders below on pages 35,36 and 45. During the year the Board and its
committee's received papers, presentations and reports, participated in
discussions and considered the impact of the Group's activities on its key
stakeholders (wherever relevant). We acknowledge that every decision we make
will not necessarily result in a positive outcome for all of our stakeholders
and the Board frequently has to make difficult decisions based on competing
priorities. By considering the Group's purpose and values together with its
strategic priorities and having a process in place for decision making, we do,
however, aim to balance those different perspectives.
In terms of particular stakeholder groups
• Customers, employees, suppliers, community and environment: see the future
prospects and key performance indicator sections of the Strategic Report.
Additionally, other forms of interaction with different groups are maintained,
including employee forums where appropriate, newsletters and group broadcasts.
• Shareholders: we would guide you to the entire report and to take
advantage of the details in the investor sector of our portal on the website
(www.bbb-plc.com).
How does the Board engage with stakeholders?
The Board will sometimes engage directly with stakeholders on certain issues
such as remuneration schemes, strategic direction, investment and fundraising
issues. The Board considers information from across the organisation to help
it understand the impact of the Group's operations, and the interests and
views of our key stakeholders in maximising shareholder value. It also reviews
strategy, financial and operational performance, as well as information
covering areas such as key risks, and legal and regulatory compliance. As a
result of these activities, the Board has an overview of engagement with
stakeholders, and other relevant factors, which enable the directors to comply
with their legal duty under section 172 of the Companies Act 2006. For details
on how the Board operates and the way in which the Board and its committees
reach decisions, including the matters we discussed during the year, see pages
34 to 49.
Key strategic decisions
Decisions taken by the Board and its committees consider the interests of our
key stakeholders, the impacts of these decisions and the need to foster the
Group's business relationship with customers, suppliers and other
stakeholders, as well as engagement with our employees. Papers submitted to
the Board consider the impact on key stakeholders. Directors have had regard
to the matters set out in section 172(1) (a)-(f) of the Companies Act 2006
when discharging their section 172 duties.
Bigblu Broadband plc
Governance
Directors' Report
For the year ended 30 November 2024
The Directors present their report together with the audited financial
statements for the year ended 30 November 2024.
Results and dividends
The results include those of BBB PLC and its subsidiaries for the full year
including continued and discontinued activities and are set out in the
financial statements on pages 69 to 104.
The Directors do not recommend the payment of a final dividend for the
financial year ended 30 November 2024.
Directors and their interests
The Directors who served during the year are set out below, together with
their beneficial interests in the ordinary shares of the Group prior to the
Return of Value in April and May 2025. Biographical details are included on
pages 38 to 40.
2024 2024 2023 2023
Appointed Ordinary Share Ordinary Share
options
shares of shares of options
15p each 15p each
Michael Tobin 29 Sept 2015 489,823 - 489,823 -
Frank Waters 12 May 2015 456,748 86,667 325,090 218,324
Paul Howard(1) 29 Sept 2015 216,243 66,666 216,243 66,666
Christopher Mills(3) 23 May 2018 140,000 - 140,000 -
Philip Moses(2) 21 May 2020 10,000 - 10,000 -
Total 1,312,814 153,333 1,181,156 284,990
As at the 30 November 2024 included in the above were 153,333 Share options
vested but remaining unexercised.
(1) In December 2023 Paul Howard purchased 66,666 shares. Following the
purchase, he has a beneficial interest in 216,243 Ordinary Shares,
representing 0.37% of the Company's issued share capital.
(2) In December 2023 Philip Moses purchased 10,000 Ordinary Shares. Following
the purchase Philip Moses has a beneficial interest representing 0.02% of the
Company's issued share capital.
(3) In December 2023, February and May 2024 Christopher Mills purchased a
total of 140,000 shares, increasing his indirect and direct interest to
15,310,000 shares in the Company representing 26.02% of the issues share
capital (through his interests in Oryx International Growth Fund Limited,
Harwood Capital LLP and North Atlantic Smaller Companies Investment Trust).
Bigblu Broadband plc
Governance
Directors' Report
For the year ended 30 November 2024
Directors leaving during the course of the year:
2024 2024 2023 2023
Left Ordinary Share Ordinary Share
options
shares of shares of options
15p each 15p each
Andrew Walwyn(1) 17 May 2024 3,474,920 51,942 3,320,553 215,815
Total 3,474,920 51,942 3,320,553 215,815
(1) In December 2023 Andrew Walwyn purchased 26,549. Following the purchase,
he has a beneficial interest in 3,474,920 Ordinary Shares, representing 5.64%
of the Company's issued share capital.
Directors' insurance and indemnities
The Group maintains directors' and officers' liability insurance which gives
appropriate cover for any legal action brought against its directors. In
accordance with section 236 of the Companies Act 2006, qualifying third- party
indemnity provisions are in place for the directors in respect of liabilities
incurred as a result of their office, to the extent permitted by law. Both the
insurance and indemnities applied throughout the financial year ended 30
November 2024 and through to the date of this report.
Directors share options
The Group established an EMI option scheme and an 'unapproved' share option
scheme, pursuant to which the Chief Executive Officer and other members of
staff have been or may be granted share options.
As explained in the Company's 6 September 2021 circular to shareholders,
adjustments were made to all options granted under the above schemes that were
outstanding at the time the return of value detailed in that document became
effective. In particular, the exercise price payable under those options was
reduced by 45 pence per share (being an amount equal to the return of value).
Details of the options that have been granted to Directors under the EMI and
unapproved schemes and which were outstanding during the year to 30 November
2024, are as follows:
Bigblu Broadband plc
Governance
Directors' Report
For the year ended 30 November 2024
Director Scheme Date of grant No. of shares under option at 30 November 2024 Exercised during the year No. of shares under option at 30 November 2024 Exercise price (pence) per share at 30 November 2024 (or date of exercise if Normal expiry date
earlier)(2)
Frank Waters EMI 21/12/16 217 - 217 69.45 21/12/26
Frank Waters Unapproved 21/12/16 86,450 - 86,450 69.45 21/12/26
Paul Howard Unapproved 21/12/16 66,666 - 66,666 69.45 21/12/26
Total 153,333 - 153,333
Directors leaving during the course of the year:
Director Scheme Date of grant No. of shares under option at 30 November 2023 Exercised during the year No. of shares under option at 30 November 2024 Exercise price (pence) per share at 30 November 2024 (or date of exercise if Normal expiry date
earlier)(2)
Andrew Walwyn EMI 21/12/16 51,942 - 51,942 69.45 21/12/26
Total 51,942 - 51,942
Notes:
(1) All options included in the above tables were capable of being
exercised in full throughout the year to 30 November 2024 and will normally
remain so until the tenth anniversary of their original date of grant.
(2) As explained above, a 45 pence per share reduction was applied
to the exercise price of all options that were outstanding at the time the
2021 return of value became effective.
Directors and their interests
Following consultation with a number of shareholders and as highlighted in
previous reports, the Group has established a Long-Term Incentive Plan
("LTIP") and more recently a Management Incentive Plan, pursuant to which the
Chief Executive Officer and other members of staff have been or may be granted
awards. There were no awards made under the existing LTIP arrangements in
FY24. However, as also explained in the Company's 6 September 2021 circular to
shareholders, appropriate mechanisms have been put in place to provide cash
compensation to LTIP participants who exercise their awards after the time the
return of value detailed in that document became effective. In particular,
these arrangements involve the payment to the relevant individual of an
additional 45 pence per share in cash on any such exercise.
Bigblu Broadband plc
Governance
Directors' Report (continued)
For the year ended 30 November 2024
Details of the options that have been granted to Directors and other staff
members under the LTIP and which were outstanding during the year to 30
November 2023, are as follows:
Director Scheme Date of grant No. of shares under option at 30 November 2023 Exercised during the year Lapsed during the year(1) No. of shares under option at 30 November 2024 Exercise price (pence) per share at 30 November 2024 (or date of exercise if Normal expiry date
earlier)
Frank Waters LTIP 30/05/18 79,826 79,826 - - 15.00 30/05/28
Frank Waters LTIP 28/10/19 51,832 51,832 - - 15.00 28/10/29
Total 131,658 131,658 - -
Notes:
(1) The ability to exercise awards under the LTIP is conditional on,
amongst other things, the continued employment of the individual within the
Group and the satisfaction of specified performance conditions (which are
regularly reviewed by the Remuneration Committee). There were no lapsed
options in the year. Following the vesting of an LTIP award, it will
normally remain capable of exercise until the 10th anniversary of its original
date of grant.
(2) As part of the exercise in resolving all outstanding share
awards during the year to 30 November 2024. Frank Waters Immediately following
the exercise of LTIP options on repurchased into his self-invested personal
pension account ("SIPP").
The Directors' beneficial interests in share options shown in the tables on
the previous pages comprise options issued under the EMI option scheme, the
"unapproved" option scheme and the LTIP. All such schemes, together with other
Management Incentive Plans, are reviewed at least annually to ensure they are
in line with shareholders' expectations.
Directors leaving during the course of the year:
Director Scheme Date of grant No. of shares under option at 30 November 2023 Exercised during the year Lapsed during the year(1) No. of shares under option at 30 November 2024 Exercise price (pence) per share at 30 November 2024 (or date of exercise if Normal expiry date
earlier)
Andrew Walwyn LTIP 30/05/18 99,359 99,359 - - 15.00 30/05/28
Andrew Walwyn LTIP 28/10/19 64,514 64,514 - - 15.00 28/10/29
Total 163,873 163,873 - -
Bigblu Broadband plc
Governance
Directors' Report (continued)
For the year ended 30 November 2024
Directors and their interests (continued)
There are a number of performance conditions as well as time restrictions
relating to the financial year ended 30 November 2024 attached to these share
schemes and are reviewed by the Remuneration Committee.
Directors' Remuneration
The following table shows emoluments paid and accrued to Directors during the
financial year:
Year ended
Year ended 30 November 2024 30 November
2023
Total Total
Salary/fees Bonus BIK Pension emoluments emoluments
£000 £000 £000 £000 £000 £000
Current Directors:
Michael Tobin (Non-Executive Director and Chairman) 47 63
45 - - 2
8
Frank Waters (Chief Executive Officer and Chief Financial Officer) 206 9 370 295
147
31 - - 31 41
Paul Howard (Non-Executive Director) -
28 37
Christopher Mills (Non-Executive Director) 28 - - -
Philip Moses (Non-Executive Director) 31 - - - 31 41
341 147 8 11 507 477
Former Directors:
Andrew Walwyn (Resigned 17 May 2024) 125 28 3 5 161 326
Bigblu Broadband plc
Governance
Directors' Report (continued)
For the year ended 30 November 2024
Service Contracts
The Chief Executive Officer has a service contract with the Company that are
terminable by either party on not less than 12 months prior notice. The
non-executive Directors have service contracts with the Company that are
terminable by either party on not less than 3 months' prior notice.
Pensions and Private Healthcare
There are pensions and private healthcare arrangements in place for the Chief
Executive Officer as well as central team members as agreed with individuals.
Substantial shareholdings
As at 30 November 2024 the Group was aware of the following interests in 3% or
more of its issued voting share capital:
Shareholder % Holding No. of shares
Harwood Capital LLP 25.8 15,170,000
Richard Griffiths 11.5 6,739,374
Liontrust Asset Management 9.0 5,285,648
Gresham House Asset Management 8.8 5,203,644
BGF Investment Management Limited 7.7 4,544,444
Mr Andrew Walwyn 5.6 3,474,920
Hargreaves Lansdown Nominees Limited 5.5 3,300,531
Interactive Investor Services Nominees Limited 4.9 2,901,199
Employee involvement
The Group's policy is to encourage involvement at all levels, as it believes
this is essential for the success of the business. Employees are encouraged to
present their views and suggestions in respect of the Group's performance and
policies.
Financial risk management objectives and policies
The Group's financial instruments comprise cash, liquid resources and various
items, such as trade receivables and trade payables that arise directly from
its operations. The main risks arising from the Group's financial instruments
are currency risk, interest rate risk, credit risk and liquidity risk. The
Directors review the policies for managing each of these risks on an on-going
basis and they are summarised in note 24 to the financial statements.
Bigblu Broadband plc
Governance
Board of Directors
For the year ended 30 November 2024
Directors
Michael Tobin OBE Paul Howard Christopher Mills Philip Moses
Non-Exec Chairman Non-Executive Director Non-Executive Director Non-Executive Director
Appointment Michael joined the Board and became Chairman in September 2015 Paul joined the Board in September 2015. Christopher joined the Board in May 2018. Phil joined the Board in May 2020
Committee Membership Michael chairs the Board's Remuneration and Nomination Committees and is a Paul serves on the Board's remuneration and Audit and Risk Committees. None Phil chairs the Board's Audit and Risk Committee.
member of the Audit and Risk Committee.
Independence The Board consider Michael to be an independent Director. The Board consider Paul to be an independent Director. The Board consider Christopher to be a non-independent Director. The Board consider Phil to be an independent Director.
Background and Experience Michael is a highly successful serial technology entrepreneur & pioneer Paul spent over 15 years with J.P Morgan Cazenove as a telecoms and media Christopher founded Harwood Capital Management in 2011, a successor of the Phil has held CFO level roles in both telco and infrastructure companies in
with over 30 years' experience in the telecoms & technology sector. analyst and was one of Cazenove's youngest ever partners. He won numerous former parent company of Harwood, J O Hambro Capital Management which he the UK and internationally for the last 20 years.
awards from Reuters and Starmine and was Head of the Number One ranked co-founded in 1993. He is Chief Executive and Investment Manager of North
European telecoms research team as ranked by the Institutional Investor in Atlantic Smaller Companies Investment Trust plc and Chief Investment Officer He held several divisional CFO positions at BT as well as that of IR director
2011. Paul left Cazenove in 2011 and became an investor and non-executive of Harwood Capital LLP. He is a Non-Executive Director of several companies. and Group Controller.
As Chief Executive, Michael Tobin OBE led Telecity Group plc, a leading director of various small telecoms companies. He also spent a year with Morgan Christopher was a Director of Invesco MIM, where he was head of North American
FTSE250 Technology company from 2002 to 2015. Stanley in 2015 helping their Select Risk equity trading business. Paul has a Investments and Venture Capital, and of Samuel Montagu International. Subsequently, he was Group CFO at p/e owned Arqiva, the UK's largest
BSc from Durham University in Maths and is a qualified accountant.
communications tower company; at London City Airport and at pan-African fibre
and data centre provider Liquid Telecom.
Michael joined Redbus in 2002 delisting it from the main market to AIM and Phil has a mathematics BSc from Warwick university and is an FCCA.
then took it private, winning the London Business Awards "Business Turnaround
of the Year" award in 2005. After engineering the merger with Telecity he
successfully re-listed Telecity Group in October 2007 winning the accolade of
UK Innovation Awards IPO of the year 2008 and the techMARK Achievement of the
year in the same year.
Subsequently he grew the business from £6m market cap in 2002 to being a top
performer in the FTSE250 worth over £2Bn, being recognised as Britain's Most
admired Tech Company in 2012.
Bigblu Broadband plc
Governance
Board of Directors (continued)
For the year ended 30 November 2024
Directors (continued)
Michael Tobin OBE Paul Howard Christopher Mills Philip Moses
Non-Exec Chairman Non-Executive Director Non-Executive Director Non-Executive Director
Background and Experience (continued) Prior to joining Telecity Group, Michael headed-up Fujitsu's e-Commerce
operations in Frankfurt, Germany. Before that, he ran ICL's Danish outsourcing
subsidiary out of Copenhagen Denmark. He also held several senior positions
based in Paris for over 11 years including Business Development Director at
International Computer Group coordinating global distribution of IT
infrastructure. As a Non-Exec Director, Michael was instrumental in
transforming PACNET in Hong Kong from a Sub Sea Cable operator to a successful
Data centre operator culminating in its sale in 2016 to Telstra for $800m.
Michael was named 'UK IT Services Entrepreneur of the Year' by Ernst &
Young in 2009, 2010 & 2011; PWC Tech CEO of the Year 2007; London Chamber
of Commerce 'Business Person of the Year' for 2009 & 2010; In 2009 was
named techMARK 'Personality of the Year'; In 2007 & 2009 he was the winner
of the DCE Outstanding Leader of the Year, and in 2008 won 'Data Centre
Business Person of the Year' at the Data Centre Leaders awards. He was awarded
'Outstanding Contribution to the Industry' at the Data Centre Europe awards
and in 2011 received a Lifetime Achievement Award for services to the
industry. In 2005 he was named number 31 of Britain's Top 50 Entrepreneurs.
In 2015 Michael was honoured in the Queens New Year's Honours List with the
Order of the British Empire medal for Services to the Digital Economy.
External appointments Michael holds a number of non-executive and Chairmanship roles including Paul holds a number of executives roles, including Chairman of Quickline Christopher holds a number of non-executive roles. Phil was appointed CFO of Osborne Infrastructure Ltd in January 2023, which
NorthC Datacentres, Cloudhesive LLC, Ocolo.io, Radius Global Infrastructure, Communications Ltd and Chair of Calitii Limited. was rebranded as Octavius Infrastructure Ltd in 2023, a private equity owned
EdgeConnex, Audioboom plc, Tobin Ventures Ltd and Scaleup Group. £300m turnover civil engineering business.
Bigblu Broadband plc
Governance
Board of Directors (continued)
For the year ended 30 November 2024
Directors (continued)
Frank Waters
Chief Executive Officer
Appointment Frank joined the Board as CFO on the completion of the reverse acquisition in
May 2015.Frank became both CEO and CFO in May 2024.
Committee Membership None
Independence Executive - non-independent
External appointments Frank holds a number of non-executive directorships in sports clubs and
businesses. In addition, Frank is a NED, Chairs the Audit Committee and a
member of REMCOM for Quickline Communications Ltd and a NED for SKM
Telecommunications Services Pty Ltd
Frank qualified as a Chartered Accountant (ICAS) with Ernst & Young in
1989. Frank has spent the last 20 years, primarily as finance director, in a
number of fast-growing entrepreneurial companies in the mobile, consumer
electronics and technology sectors.
Frank was instrumental in the sale of DX Communications alongside Andrew
Walwyn to what is now Telefonica.
Frank joined Bigblu Broadband in the summer of 2013 and, as Chief Financial
Officer, is responsible for all Group finance, commercial, legal, regulatory,
HR, IT and M&A matters.
Frank moved into the role of Chief Executive Officer immediately after the
resignation of the CEO alongside his CFO responsibilities
Bigblu Broadband plc
Governance
Statement of Directors' Responsibilities
For the year ended 30 November 2024
The Directors are responsible for preparing the Strategic Report, Directors'
Report and the financial statements in accordance with applicable law and
regulations.
UK Company law requires the directors to prepare Group and Company Financial
Statements for each financial year. Under that law the directors are
required to prepare Group Financial Statements in accordance with
International Financial Reporting Standards ('IFRS') as adopted by the UK and
the rules of the London Stock Exchange for companies trading securities on the
Alternative Investment Market. The Directors have chosen to prepare the Group
financial statements in accordance with IFRS as adopted by the UK.
The Group financial statements are required by law and IFRS adopted by the UK
to present fairly the financial position, financial performance and cash flows
of the Group for that year.
In preparing each of the group and company financial statements, the directors
are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable and prudent;
• state that the Group had complied with IFRS, subject to any
material departures disclosed and explained in the financial statements;
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the Company will
continue in business.
The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Group and to enable them to ensure that the financial statements comply with
the requirements of the Companies Act 2006 and Article 4 of the IAS
Regulation. They are also responsible for safeguarding the assets of the
Group and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
On behalf of the Board
Frank Waters
Chief Executive Officer
1 June 2025
Bigblu Broadband plc
Governance
Corporate Governance Statement
For the year ended 30 November 2024
Dear Shareholder,
At Bigblu Broadband plc all our stakeholders are important to us. The design
and operation of a robust governance structure appropriate for a group of our
scale and ambition is critical to meeting their needs. Our approach to
governance is based on the concept that good corporate governance enhances
long-term shareholder value and sets the culture, ethics and values for the
rest of the Group.
The Board has ultimate responsibility for reviewing and approving the Annual
Report and Accounts and it has considered and endorsed the arrangements for
their preparation. The Directors confirm the Annual Report and Accounts, taken
as a whole is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group's position and performance,
business model and strategy.
Michael Tobin OBE
1 June 2025
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
Quoted Companies Alliance Code for Small & Mid-sized Quoted Companies
The board of Bigblu Broadband Group plc (the "Company") is responsible for the
Group's corporate governance policies and recognises the importance of high
standards of corporate governance and integrity. The Group adopted the Quoted
Companies Alliance Code for Small & Mid-sized Quoted Companies (the "QCA
Code") in September 2018. This statement sets out how the Group complies with
the 10 principles of the QCA Code. A compliance review will be undertaken by
the Company Secretary of the new QCA Code which will come into effect for the
30 November 2025 Annual Report.
1. Strategy & business model
The Group is an alternative broadband provider who markets and delivers
broadband services to homes and businesses mainly located in areas of unserved
underserved telecoms infrastructure. In the context of the New Zealand
continuing operations this is remote regional and rural customers. The Group's
target customers are residential and businesses who are typically not served
by fibre to the premise's broadband. The Group's main focus to deliver a
super-fast broadband service to target customers is satellite broadband GEO
and LEO.
The continuing Group has customers in New Zealand totalling 0.1k as at 30
November 2024, as well as c0.5k associated with the Starlink resellers. The
continuing Group remains focussed on growing the Continuing Group organically
and works closely with network partners to ensure we deliver the best customer
offers and service wrap. At the same time ensuring the continuing operations
are well positioned to realise value for our shareholders.
Together with local bespoke systems the Group's cloud-based global billing and
customers service (ERP) platform, Pathfinder, enables it to support customer
needs via Portal access or recently launched App. The Group uses satellite
capacity from a number of different satellite owners to enable it to provide
satellite broadband services and these include but are not limited to ? who in
NZ Starlink and Oneweb. The Group makes its decisions on which operator to use
based on a mixture of quality of their services, their product roadmap,
business model, resultant price structure, and the amount of capacity
available in a particular market segment, balancing customer needs with Group
performance.
Satellite design and processing efficiency continue to progress at a pace
resulting in continually improving satellite economics with each new satellite
launch allowing the Group to continue to improve its broadband offerings and
keep pace with the growth in internet demand. Since the Group's inception in
2008, headline consumer satellite broadband speeds in Australia have increased
from 4 Mbps to 1000 Mbps and the Group, working with its satellite partners,
believes that speeds and data allowances will continue to increase
exponentially over the next 3 - 5 years.
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
2. Understanding and meeting shareholder needs and expectations
The AGM is the main forum for dialogue with shareholders and the Board. The
Notice of Meeting is sent to shareholders at least 21 clear days before the
meeting. The chairs of the Board and all committees, together with all other
Directors, routinely attend the AGM and are available to answer questions
raised by shareholders. Feedback from investors is also obtained through
direct interaction between the CEO / CFO at meetings following the publication
of its full-year and half-year results. There is also regular dialogue with
investors through the medium of the Group's corporate broker (Cavendish).
The Company has a dedicated investor relations website at www.bbb-plc.com
which aims to keep all types of investors fully informed and up to date on the
Group's activities, share price and future meetings as well as supplying
documents and information which may be of general interest.
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
Details of specific contacts at Cavendish are published on all the Group's RNS
releases and on the Group's investor website.
3. Taking into account wider stakeholder & social responsibilities &
their implications for long-term success
The long-term success of a business and good Corporate Governance includes the
Board considering the Group's impact on the communities it operates in, the
environment and society as a whole. The group's stakeholders include
shareholders, customers, members of staff, suppliers, regulators, industry
bodies and creditors including lenders. The Board works hard to identify the
Group's stakeholders and understand their needs, interests and expectations.
The principal ways in which their feedback on the Group is gathered are via
meetings, conversations, surveys and online reviews. Following this feedback,
the Group has continued and evolved its clearly defined customer-focused and
people-led strategy.
Every company should consider its corporate social responsibilities (CSR). Any
CSR policy should include a narrative on social and environmental issues and
should show how these are integrated into the Group's strategy. Integrating
CSR into strategy will help create long-term value and reduce risk to
shareholders and other stakeholders. The Group see CSR as a very important
area for consideration and are currently in the process of finalising a CSR
Policy.
The Directors are aware of the impact the business activities have on the
communities in which it operates and has in place an environmental policy. The
Group's responsibilities to stakeholders including staff, suppliers and
customers and wider society are also recognised and this is evidenced and
underpinned by our values:
· Customers - Grow profitable elements of the business whilst
putting the customer first
· Innovation - Industry leading product design always exceeding
customers' expectations
· Quality - Excellence in operations, processes and systems
· Environment - Engaging with and supporting the communities in
which we work
· Teamwork - Support and engage with our people
4. Embedding effective risk management
The board of the Group ensures that its risk management framework identifies
and addresses all the relevant risks and threats that the business may be
subject to in the execution of its business plan. These include extended
business activities including key customers and its supply chain. The section
"Principal Risks and Uncertainties" on pages 1 to 20 of this Annual Report
identifies these risks and how the Board and the business mitigate these
risks. The board of the Group meets regularly during the year and continually
reappraises and discusses the tactics and strategy employed to mitigate these
risks.
5. Maintaining a balanced and well-functioning board
The Company ensures a balanced board membership to reflect the skills and
attributes needed. The board consists of two executive directors and four
non-executive directors.
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
The Board and its committees
The Board is responsible for the effective oversight of the Group. It also
agrees the strategic direction and governance structure that will help achieve
the long-term success of the Group and deliver shareholder value. The Board
takes the lead in areas such as strategy, financial policy and making sure a
sound system of internal control is maintained. The Board's full
responsibilities are set out in the schedule of matters reserved for the Board
described below. The Board delegates authority to its committees to carry out
certain tasks on its behalf, so that it can operate efficiently and give the
right level of attention and consideration to relevant matters.
Role of the Board and management
Role of Chairman and Chief Executive Officer
There is a clear division of responsibilities between the running of the Board
and the executive responsible for the Group's business.
The Chairman is responsible for leadership of the Board, ensuring its
effectiveness and setting the agenda for Board meetings. Once strategic
objectives have been agreed by the Board, it is the Chief Executive Officer's
responsibility to ensure they are delivered upon and consistently to be
accountable to the Board. The day-to-day operations of the Group are managed
by the Chief Executive Officer and his management team.
Board processes
The full Group Board met eight times in the financial year under report and is
scheduled to meet eight times in the current financial year and at any other
time as may be necessary to address any specific significant matters that may
arise.
The agenda for Board meetings is prepared in conjunction with the Chairman.
Submissions are circulated in advance and for regular Board meetings will
include operational and financial updates together with papers relating to
specific agenda items.
Management prepares monthly finance reports which allow the Board to assess
the Group's activities and review its performance. Members of management are
regularly involved in Board discussions and Directors have other opportunities
for contact with a wider group of employees.
To assist in the execution of its responsibilities, the Board has established
an Audit and Risk Committee, a Remuneration Committee and a Nominations
Committee together with a framework for the management of the consolidated
Group including a system of internal control.
The Board is ultimately responsible for the Group's system of internal control
and for reviewing its effectiveness. This includes financial, operational and
compliance controls and risk-management systems. The Board has reviewed the
effectiveness of the system of internal control during the year in conjunction
with the External Auditors.
Internal control systems are designed to meet the Group's particular needs and
the risks to which it is exposed. Accordingly, the internal control systems
are designed to manage rather than eliminate the risk of failure to achieve
business objectives and by their nature can only provide reasonable and not
absolute assurance against misstatement and loss.
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
Role and Responsibilities of the Board
The Board's primary role is the protection and enhancement of long-term
shareholder value. To fulfil this role, the Board is responsible for the
overall management and corporate governance of the consolidated Group
including its strategic direction, establishing goals for management and
monitoring the achievement of these goals.
From time to time the Board may delegate or entrust to any Director holding
executive office (including the CEO) such of its powers, authorities and
discretions for such time and on such terms as it thinks fit. The Board have
in place a Delegation of Board authority which establishes those matters which
it is considered appropriate remain within the overall control of the Board
(or its committees) and those which are delegated to the CEO (or onwards as
appropriate). In addition to overall Group strategy, the Board approves the
annual budget and retains control over corporate activity (mergers,
acquisitions, partnerships, material disposals and investments) and material
contract and financing decisions (over and above set value/credit-risk
limits). The Board considers that the current authority remains appropriate
for the Board.
Management's role is to implement the strategic plan established by the Board
and to work within the corporate governance and internal control parameters
established by the Board.
The Board has approved a schedule of matters reserved for its decision;
specifically, the Board is responsible for:
· Guiding the Group's long-term strategic aims, leading to its
approval of the Group's strategy and its budgetary and business plans
· Approval of significant investments, M&A and capital
expenditure
· Approval of annual and half-year results
· Ensuring maintenance of a sound system of internal control and
risk management (taking into consideration recommendations of the Audit and
Risk Committee)
· Ensuring adequate succession planning for the Board and Executive
management (taking into consideration the recommendations of the Nomination
Committee)
· Determining the remuneration policy for the Directors and the
senior management team (taking into consideration the recommendations of the
Remuneration Committee)
Board focus during the year
· Strategy and Funding:
During FY24, the Board worked with management to identify and anticipate
industry trends to ensure that the Group's strategy is designed to address
these trends as well as other industry dynamics, such as the competitive
landscape.
The Board also reviewed relationships with the Group's main partners and
suppliers. Together with our Partners over the past five years, the Group
successfully executed its strategy of becoming a leading provider of last mile
rural broadband solutions through a combined offering of satellite, 5G and
fixed wireless products.
The board also continues to look at maximising shareholder value which
resulted in the sale of the Norwegian business in May 23 and Skymesh post year
end in December 24.
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
· Financials:
During FY24, the Board reviewed the Group's operating results and financial
statements with management and the Group's external auditors. The Board also
reviewed and approved the budget and operating plan for the financial year.
· Governance:
The Board continues to review its governance structure following the adoption
of the QCA Code to ensure, where possible, the Company is compliant with the
requirements applicable to a publicly listed group and the QCA Code. In
addition, a compliance review will be undertaken against the new QCA Code
which will be reported against in the 30 November 2025 Annual Report.
· Business performance:
In FY24, the Board received and reviewed reports from management on the
performance of the Group's business. The Board continually engages with
management on various aspects of business performance, Key Performance
Indicators, including business drivers, industry trends, risks, opportunities
and the competitive landscape.
Board committees
The Board has established committees as follows:
· Audit and Risk Committee (chaired by Phil Moses) to oversee
financial reporting, internal control and the management of the risks the
Group faces.
· Nomination Committee (chaired by Michael Tobin OBE) to lead the
process for appointments to the Board and a
· Remuneration Committee (chaired by Michael Tobin OBE) which has
the responsibility of helping to develop and manage the Group's Remuneration
Policy.
The committee reports can be found on pages 44 to 56 and each committee's full
terms of reference are available on our website.
Table of Attendance
The table below summarises the attendance of the Directors and committee
members at the scheduled Board and committee meetings held during the year:
Board Audit and Risk Committee Remuneration Committee Nomination Committee
Current Directors
Held Attended Held Attended Held Attended Held Attended
Michael Tobin OBE* 8 8 2 2 4 4 1 1
Frank Waters 8 8 2 2 - - - -
Paul Howard 8 7 2 1 4 4 1 1
Christopher Mills 8 5 - - - - - -
Philip Moses** 8 8 2 2 - - - -
Past Director
Andrew Walwyn 6 6 - - - - - -
· Andrew Walwyn resigned during the year.
The figures in the "held" column represent the number of meetings a Director
was eligible to attend as a Director and the "attended" column represents the
number of meetings attended by that Director.
* Michael Tobin OBE is Chairman of the Board and Chairman of the Nomination
and Remuneration Committees.
** Philip Moses is Chairman of the Audit and Risk Committee.
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
6. Having appropriate experience, skills and capabilities on the board
Board Composition, Qualification and Experience
The Board currently comprises five (2023: six) Directors. The number and/or
composition may be changed where it is felt that additional expertise is
required in specific areas, or when an outstanding candidate is identified.
The composition, experience and balance of skills on the Board are
periodically reviewed to ensure that there is the right mix on the Board and
its committees, and they are working effectively. The Board comprises a
Non-Executive Chairman (who, for the purposes of the QCA Code was independent
on appointment and remains independent), three Non-Executive Directors, two of
whom are considered by the Board to be independent for the purpose of the QCA
Code. There is one Executive Director, Frank Waters who is considered by the
Board to be non-independent for the purpose of the QCA Code.
The current members of the Board have a wide range of skills and experience.
The Board and Nomination Committee believes that a membership that combines
detailed knowledge of the Group's operations, the technology industry and
leading a group listed on the London Stock Exchange are crucial to the Board's
ability to lead the Group successfully.
The composition of the Board is determined using the following principles:
· a majority of the Board should be non-executive Directors.
Currently there are 4 non-executive Directors and 1 executive Directors.
· the role of Chairman is to be filled by a non-executive Director,
· the Board should have enough Directors to serve on various
committees of the Board without overburdening the Directors or making it
difficult for them to fully discharge their responsibilities,
· Directors appointed by the Board are subject to election by
shareholders at the following annual general meeting and thereafter one third
of Directors are subject to retire by rotation each year.
The Company Secretarial service is provided by a professional services company
in order to conform to requirements.
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
Key Board Roles
Chairman Chief Executive Officer Non-Executive Directors
Leads the Board Leads the management team
Promotes highest standard of corporate governance Supports the Chairman to ensure appropriate governance standards spread Acts as intermediary between Directors when required
through the Group
Challenges strategic matters Raises strategic initiatives aimed at improving shareholder returns in line Challenges strategic initiatives presented by Executive Directors as well as
with the strategic direction of the Group assists in the development of Group Strategies
Promotes a culture of openness and debate Oversees implementation of all Board-approved actions Available to stakeholders to address any concerns or issues that they feel
have not adequately been addressed through usual channels of communication.
Encourages constructive relations between Executive and Non-Executive Ensures that the Board is made aware of the employees' views on relevant Integral role in succession planning
Directors issues
Facilitates effective contributions by the Non-Executive Directors Develops proposals for the Board to consider in conjunction with fellow
Executive Directors
Non-Executive Director Independence
The Board considers and reviews the independence of Non-Executive Directors
regularly as part of the Directors' performance evaluation. In carrying out
the review, consideration is given to factors such as their character,
judgement, commitment and performance on the Board and relevant committees and
their ability to provide objective challenge to management.
The Board considers its Independent Non-Executive Directors bring strong
judgement and considerable knowledge and experience to the Board's
deliberations.
As noted in the Annual Report on Remuneration on page 51, Michael Tobin OBE,
and Paul Howard both participate in the Group's share option plan and have
held office for a period of nine years as at 12 May 2024. Notwithstanding
this, both Michael Tobin and Paul Howard are considered independent in
character and judgement, this is evidenced by the valuable contributions they
make at Board and Committee meetings, and in particular, the knowledge and
experience they bring to the roles as Chairman, Non-Executive Directors and
Committee members. In addition, whilst Christopher Mills is considered
Non-Independent, Christopher provides enormous guidance and support to the
business and is considered to be independent in character and judgement.
Appointment and Tenure
All Non-Executive Directors serve on the basis of letters of appointment which
are available for inspection upon request. The letters of appointment set out
the expected time commitment of Non-Executive Directors who, on appointment,
undertake that they will have sufficient time to meet what is expected of
them. Non-Executive Directors are appointed for an initial three-year term and
the continuation of their appointment is conditional on satisfactory
performance and subject to re-election at the Group's Annual General Meetings.
Directors who have served for nine years or more are required to stand for
annual re-election under the Company's articles of association.
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
Executive Directors serve on the basis of service agreements which are also
available for inspection upon request. Further details on the Executive
Directors' service agreements are included in the Annual Report on
Remuneration, on page 50.
Director Training
The Chairman is responsible for the induction of new Directors and ongoing
development of all Directors. The Board received tailored training as
appropriate for service on a listed Company Board. New Directors will receive
a full, formal and tailored induction on joining the Board designed to provide
an understanding of the Group's business, governance and key stakeholders. The
induction process typically includes an induction pack, operational site
visits, meetings with key individuals and the Group's advisors, and briefings
on key business, legal and regulatory issues facing the Group.
As the business environment changes, it is important to ensure the Directors'
skills and knowledge are refreshed and updated regularly. Accordingly, the
Nomad ensures that updates on corporate governance, regulatory and technical
matters are provided to Directors at special sessions in between formal Board
meetings. In this way, Directors keep their skills and knowledge relevant so
as to enable them to continue to fulfil their duties effectively.
Information and Support Available to Directors
All Board Directors have access to the Company Secretary, who advises them on
Board and governance matters. The Chief Executive Officer and the Company
Secretary work together to ensure that Board papers are clear, accurate,
delivered in a timely manner to Directors, and of sufficient quality to enable
the Board to discharge its duties. As well as the support of the Company
Secretary, there is a procedure in place for any Director to take independent
professional advice at the Group's expense in the furtherance of their duties,
where considered necessary or advisable.
Director Election
Following recommendations from the Nomination Committee, taking into account
the results of the Board's performance evaluation process, the Board considers
that all Directors continue to be effective, committed to their roles and have
sufficient time available to perform their duties. In accordance with the
Company's Articles of Association one third of Directors are to retire by
rotation excluding those appointed during the year and those re-elected at the
Group's AGM in 2024 as set out in the Notice of AGM. In accordance with the
Company's articles of association when a non-executive director has served for
a period of nine years the non-executive director will be subject to annual
retirement by rotation at each AGM.
Directors' Conflicts of Interest
Directors must keep the Board advised, on an ongoing basis, of any interest
that could potentially conflict with those of the Company. Where the Board
believes that a significant conflict exists, the Director concerned is either
not present or does not take part in discussions and voting at the meeting
whilst the item is considered.
Directors have a statutory duty to avoid situations in which they have, or may
have, interests that conflict with those of the Company, unless that conflict
is first authorised by the Directors. This includes potential conflicts that
may arise when a director takes up a position with another Company. The
Company's Articles of Association allow the Board to authorise such potential
conflicts, and there is in place a procedure to deal with any actual or
potential conflict of interest. The Board deals with each appointment on its
individual merit and takes into consideration all the circumstances.
All other appointments have been authorised by the Board and have been
included in the conflicts register.
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
Independent professional advice and access to Company information
Each Director has the right of access to all relevant Group information and to
the Group's management and, subject to prior consultation with the Chairman,
may seek independent professional advice at the Group's expense. A copy of any
advice received by the Director is to be made available to all other members
of the Board.
7. Evaluating board performance
The Board and its committees were formed upon listing in May 2015 and are
reviewed from time to time. A Board Effectiveness Review was carried out
during 2023 with the results being analysed by the Nomination Committee and
presented to the Board. A small number of proposed recommendations were made
and implemented by the Board. Given the Company's current strategy the Board
decided not to carry out a Board Effectiveness Review during 2024.
8. Ethical values & behaviours
The Company operates a corporate culture that is based on ethical values and
behaviours. The Chief Executive Officer communicates regularly with staff
through meetings and messages to ensure best-in-class ethical standards and to
provide clear guidance on how the members of staff are expected to behave
towards their colleagues, suppliers, customers, shareholders and on their
wider responsibilities to the communities within which they operate.
9. Maintaining governance structures and processes
The Chairman is responsible for leadership of the Board, ensuring its
effectiveness and setting the agenda for Board meetings. Once strategic
objectives have been agreed by the Board, it is the Chief Executive Officer's
responsibility to ensure they are delivered upon. The day-to-day operations of
the Group are managed by the Chief Executive Officer.
The division of responsibilities between the Chairman, Chief Executive Officer
and Non-Executive Directors is set out in writing in their contracts and
agreed by the Board. The roles of the Chairman and the Chief Executive Officer
are separate with a distinct division of responsibilities. The partnership
between Michael Tobin OBE and Frank Waters is based on mutual trust and
facilitated by regular dialogue between the two. The separation of authority
enhances independent oversight of the executive management by the Board and
helps to ensure that no one individual on the Board has unfettered authority.
For the roles and responsibilities of the Board please see section 6 on page
40.
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
10. Communicating with shareholders and other relevant stakeholders
Shareholder engagement
Responsibility for shareholder relations rests with Frank Waters, the Chief
Executive Officer. He ensures that there is effective communication with
shareholders and is responsible for ensuring that the Board understands the
views of shareholders. Frank is supported by the Group's corporate brokers
with whom he is in regular dialogue. As a part of a comprehensive investor
relations programme, formal meetings with investors are scheduled to discuss
the Group's interim and final results. In the intervening periods, the Group
continues its dialogue with the investor community by meeting key investor
representatives and holding investor roadshows as appropriate.
Annual General Meeting
The Company's Annual General Meeting ("AGM") will be held on 30 June 2025, and
such notice of the AGM will be circulated to shareholders shortly. All
shareholders have the opportunity to attend and vote, in person or by proxy,
at the AGM. The notice of the AGM can be found on our website and in a notice,
which is being mailed out at the same time as this Report. The Notice of AGM
sets out the business of the meeting and an explanatory note on all proposed
resolutions. Separate resolutions are proposed in respect of each substantive
issue. The AGM is the Company's principal forum for communication with private
shareholders.
Risk management and internal controls
The Audit and Risk Committee report explains the process carried out for the
assessment of the effectiveness of the Group's risk management and internal
control systems on page 45.
Independent auditor and audit information
Each person who is a Director at the date of approval of this report confirms
that, so far as the Director is aware, there is no relevant audit information
of which the Group's auditor is unaware and each Director has taken all the
steps that he or she ought to have taken as a Director to make himself or
herself aware of any relevant audit information and to establish that the
Group's auditor is aware of that information. This confirmation is given and
should be interpreted in accordance with the provisions of the Companies Act
2006.
HaysMac LLP have expressed their willingness to continue as the Group's
auditor. As outlined in the Audit and Risk Committee report on page 56,
resolutions proposing their reappointment and to authorise the Audit and Risk
Committee to determine their remuneration will be proposed at the next AGM.
On behalf of the Board
Ben Harber
Company Secretary
1 June 2025
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
Nomination Committee Report
The Nomination Committee is chaired by Michael Tobin OBE and its other members
during the year were Frank Waters and Paul Howard.
Role and responsibilities
The role of the Nomination Committee is documented in its terms of reference
which were reviewed and adopted by the Board of Directors in May 2016.
The Committee assists the Board in discharging its responsibilities relating
to the composition and make-up of the Board and any committees of the Board.
It is also responsible for periodically reviewing the Board's structure and
identifying potential candidates to be appointed as Directors or Committee
members as the need may arise. The Committee is responsible for evaluating the
balance of skills, knowledge and experience as well as the size, structure and
composition of the Board and committees of the Board, retirements and
appointments of additional and replacement Directors and Committee members and
makes appropriate recommendations to the Board on such matters, having regard
to the Company's aim to be an equal opportunity employer, addressing its
corporate social responsibility by promoting equality and diversity in its
workforce. A copy of the Committee terms of reference is available on the
Company's website.
Meetings during the year
A meeting of the Nomination Committee was held on 27 September 2024.
Process for Board appointments
When the Company decides to appoint a Non-Executive Director:
· The Committee Chairman, or search consultants where engaged, will
typically submit a short-list of candidates to members of the Committee and
the Chief Executive Officer for them to review and enable them to suggest
other candidates unless the Committee has been made aware of the availability
of very suitable candidates.
· The Committee Chairman, one other Committee member and the Chief
Executive Officer will then meet short-listed candidates selected by the
Committee. In addition, potential candidates will be given the opportunity to
meet with Executive Directors as appropriate. If the Chairman wishes to
proceed with the selection process, the candidate will then be invited to meet
all members of the Committee.
· After meeting the candidate, the Committee will decide whether to
recommend the candidate to the Board for appointment.
· Where an exceptional candidate is identified the process may be
shortened by Committee decision.
When the Company decides to appoint an Chief Executive Officer:
· The Committee Chairman and the Chief Executive Officer or, where
engaged, search consultants, will submit a short-list of one or more
candidates to the Committee following meetings with Executive management.
· Some or all of the Committee members will then meet the candidates
selected for interview.
· The Committee's assessments will be reviewed with the Chairman of the
Board and the Chief Executive Officer, following which a candidate may be
recommended to the Board for appointment.
Michael Tobin OBE
Nomination Committee Chairman
1 June 2025
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
Audit and Risk Committee Report
The role of the Audit and Risk Committee is documented in its terms of
reference which were reviewed and adopted by the Board in May 2016 and updated
in December 2020 and the remit was extended to cover risk reviews as well and
renamed the Audit and Risk Committee. The annual report on the role and
activities of the Audit and Risk Committee are as follows:
Membership of the Committee
The Committee meetings were chaired by Philip Moses with Michael Tobin OBE and
Paul Howard being the other members of the Committee. All members and the
Chair are Independent Non-Executive Directors. All of the members of the
Committee have extensive experience of the technology industry as well as
financial procedures and controls. During the year ended 30 November 2024, the
Committee formally met two times and informally as and when required. The
table on page 39 summarises the attendance of members at formal committee
meetings. In addition, the Audit Committee Chair had a number of informal
meetings both with the external Auditors and with the Chief Executive Officer
/ Chief Financial Officer throughout the year to monitor progress and discuss
any matters of note.
Only members of the Committee have the right to attend meetings, though the
Committee may invite others to attend if it is considered appropriate or
necessary. The external auditors are invited to attend meetings of the
Committee on a regular basis as is the Chief Executive Officer where
appropriate. The Chief Executive Officer and members of the finance function
may also be invited to Audit and Risk Committee meetings at the discretion of
the Committee. The Committee plans to meet at least twice during the coming
year.
Roles and activities
The purpose of the Committee is to assist the Board in the effective discharge
of its responsibilities for financial reporting, corporate control and risk
management. The Committee is responsible for monitoring the integrity of the
Group's financial statements, including its annual and half-yearly reports,
interim management statements, preliminary result announcements and any other
formal announcements relating to its financial performance prior to release.
The Committee oversees the relationship between the Group and its external
auditors and makes recommendations to the Board on their appointment. In
addition, the Committee monitors and reviews the external auditor's
independence and objectivity and the effectiveness of the audit process,
taking into account relevant legal, professional and regulatory requirements.
The terms of reference of the Committee also includes the following
responsibilities:
· to increase shareholder confidence and to ensure the credibility
and objectivity of published financial information.
· to assist the Board in meeting its financial reporting
responsibilities
· to assist the Board in ensuring the effectiveness of the Group's
accounting and financial controls
· to strengthen the independent position of the Group's external
auditors by providing channels of communication between them and the Directors
· to review the performance of the Group's external auditing
functions
· to review and challenge significant accounting and treasury
policies, the clarity and completeness of disclosures in financial reports and
significant estimates and judgements.
· to review the findings of the audit with the external auditors
· where requested by the Board, to review the content of the annual
report and accounts and advise the Board on whether, taken as a whole, it is
fair, balanced and understandable and provides the information necessary for
shareholders to assess the Group's position and performance, business model
and strategy.
· to monitor and keep under review the adequacy and effectiveness
of the Group's financial controls and risk management systems, including a
review of the Group's risk management framework; and monitoring and reviewing
the appropriateness of timing of creation of a Group internal audit function
together with an annual internal audit plan; and
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
Roles and activities (continued)
· to review the Group's policies and procedures for preventing and
detecting fraud, its systems and controls for preventing bribery, its Code of
Conduct and its policies for ensuring that the Group complies with relevant
regulatory and legal requirements. The full terms of reference of the
Committee can be found on the Group's website.
Significant issues
The issues considered by the Committee that are deemed to be significant to
the Group are set out below.
Revenue recognition The Group principally generates revenue from sales of airtime, data, hardware
and installation in connection with supplying Broadband services and network
recharges. There is a risk therefore that revenue is inappropriately
recognised if revenue is incorrectly apportioned to a product or service.
A detailed revenue recognition policy is in place, and follows IFRS 15, and
includes processes and procedures for recognition dependent upon the
individual nature of the goods or services sold. The Group's external auditors
as part of the annual statutory audit have reviewed the revenue recognition
policy and performed testing of revenue recognition and found revenue to be
appropriately accounted for in accordance with IFRS15.
Goodwill and intangibles carrying value At 30 November 2024, the Group had on its balance sheet goodwill of £nil
(2023: £3.4m) and other intangibles of £nil (2023: £2.2m) that had
primarily arisen as a consequence of past acquisitions. The value of
intangible assets decreased to Zero due to the disposal of Skymesh and the
reclassification to 'Assets classified as held for sale'.
Management performs impairment reviews annually, or more frequently if there
is an indication of impairment, based on the Group's operations. The cash flow
forecasts used for each business unit are based on the latest Board approved
budgets.
Management prepares an accounting paper for review by the Committee that
details the methodology applied, key assumptions used and the impact of
sensitivity analysis. This includes a discounted cashflow, taking into
consideration the Group debt value, equity value, the cost of debt and cost of
equity, and a long-term growth rate of 2% pa.
Having considered the impairment reviews performed, the Committee is satisfied
that the carrying value of goodwill and intangibles at 30 November 2024
required no impairment
Valuation of carrying value of interest in UK Fixed Wireless Operations The accounting and disclosure for the transaction and the ongoing continuing
businesses were reviewed and agreed with the Auditors previously including
splitting disclosure for Continuing and Discontinued Operations. The
transaction having occurred more than 36 months ago resulted in a review of
the carrying value of the shares and loan notes received as consideration to
ensure not materially misstated in the Group and single entity accounts.
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
Internal controls and risk environment
Whilst the Board is ultimately responsible for the establishment, monitoring
and review of effectiveness of control systems throughout the Group, each of
the individual Company leaders drive the process through which risks, and
uncertainties are identified. The Board recognises that rigorous internal
control systems are critical to managing the risks in achieving its strategic
objectives. The Board further acknowledges that these systems are designed to
manage rather than eliminate risk in the Group.
The normal process for identifying, evaluating and managing significant risks
faced by the Group would be overseen by a Risk and Compliance Committee, in
association with work performed by an internal audit function. Currently, the
Group operations team including finance personnel have taken a lead role in
looking at controls in the various jurisdictions this is supplemented with
External Advisors from time to time. Where the Board defines an identified
risk as significant, procedures exist to ensure that necessary action is taken
to rectify or mitigate as appropriate. This while not an exhaustive list
includes hiring additional resources 3(rd) party reviews etc. The
aforementioned functions provide additional assurance to an established Audit
and Risk Committee who have ultimate responsibility for the oversight and
review of the adequacy and effectiveness of the Group's systems of internal
controls. In addition, the Committee in the absence of a dedicated internal
audit function will from time to time engage with External consultants to
review aspects of the business as appropriate. Such findings will be discussed
at the Audit and Risk Committee.
The external auditors provide a supplementary, independent, and autonomous
perspective on those areas of the internal control system which they assess in
the course of their work. Their findings are regularly reported to the Audit
and Risk Committee and the Board.
Key elements of the control environment are:
· annual budgets and strategic plans prepared for businesses
· monitoring of performance against budget and forecast with
reporting to the Board on a regular basis.
· regular review of detailed key performance indicators formally at
Board level as well as at an Operational Level within the Continuing
businesses.
· all contracts are reviewed at a level of detail appropriate to
the size and complexity of the contract.
· timely reconciliations are performed for all significant balance
sheet accounts.
· clearly defined organisational structure and authorisation lines
including Cash Control with an outsourced finance function underway
· an operations team reviews key business processes, controls and
their effectiveness, as well as identifying, assessing and managing
significant control issues; and
· the Audit and Risk Committee, which assesses the overall
appropriateness of the Group's internal control environment.
The preparation of financial reports is done in house by the Australian team
and reviewed and consolidated by the Outsourced Group Finance Team ("OGFT"),
as delegated by the Board and are reviewed by the CEO. The Group's financial
reporting process is controlled using the Group accounting policies and
reporting systems. The Australian Finance Team typically prepared first draft
accounts and was supported by the Outsourced Group Finance Team. The
Australian Finance Team had formal weekly meeting and informal as required
with members of the OGFT. Australia has a senior financial controller locally
who has responsibility and accountability for providing information which is
in accordance with agreed policies and procedures as well as ensuring
compliance with local regulations and tax compliance The financial information
for each entity was subject to a review at reporting entity and Group level by
the Australian CFO, the OGFT and also the Chief Executive Officer. The Annual
Report is reviewed by the Audit and Risk Committee in advance of presentation
to the Board for approval.
The Directors, by using appropriate procedures, systems and the employment of
competent personnel, have ensured that measures are in place to secure
compliance with the Company's obligation to keep adequate accounting records.
The accounting records are kept at the registered office of the Group or
relevant statutory entity office as well as in the cloud within our accounting
systems.
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
How we manage risk
To enhance effective governance and risk management oversight in the future,
it is intended that the Group will, as appropriate, extend the internal audit
reviews as approved by the Audit and Risk Committee with the deployment of
central resources and where appropriate 3(rd) party reviews into the business
units to review processes and controls. This programme will be authorised by
the Board to provide an additional level of assurance to the Audit and Risk
Committee in overseeing risk management and internal control activities.
It will also provide the business with a framework for risk management, upward
reporting of significant risks and policies and procedures.
On a half yearly basis, the Audit and Risk Committee will review the status on
risk exposures and risk management throughout the business within a pre-agreed
risk management framework. The risk management framework will be designed to
identify, evaluate, analyse and mitigate or manage risks appropriate to the
achievement of the business strategy.
The Group will adopt a two-pronged approach to identifying risks:
1) a bottom-up approach at the business function level; where risks are
managed at the operational level with an appropriately defined escalation
process in place for those risks rated as high; and
2) a top-down approach at the Executive level, where the principal risks and
uncertainties are identified and managed.
A series of risk identification approaches will be used including adding risk
discussions into team meetings.
All identified risks will be assessed against a pre-defined scoring matrix and
prioritised accordingly. Any risks identified in the bottom-up approach deemed
to be rated as higher risk are escalated in line with pre-defined escalation
procedures for further evaluation. The Group's risk appetite is considered by
the Board and evaluated to ensure appropriateness of risk management and
mitigation.
Whistle-blowing and anti-bribery
Whistleblowing and Anti Bribery policies are in place in the Group enabling
employees to confidentially report matters of concern directly to
Non-Executive Directors, and that all Executives are reminded of their
responsibility in relation to Anti Bribery Legislation. This is also a regular
topic on the Board Meeting agendas.
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
External Auditor
On 18 November 2024, the Group's auditor changed its name from haysmacintyre
LLP to HaysMac LLP.
The Audit and Risk Committee reviews and makes recommendations with regard to
the appointment and reappointment of the external auditors. In making these
recommendations, consideration is given to auditor effectiveness and
independence, partner rotation and any other factors that may impact the
reappointment of the external auditors. There are no contractual restrictions
on the choice of external auditors.
The Audit and Risk Committee is confident that the effectiveness and
independence of the external auditors is not impaired in any way. The
Committee will continue to assess the effectiveness and independence of the
external auditors.
The external auditors may perform certain limited non-audit services for the
Group. Providing such services are permissible in line with the requirements
of the FRC's 2019 Ethical Standard. Any such non-audit services require
pre-approval by the Audit and Risk Committee and are only permitted to the
extent allowed by relevant laws and regulations.
The non-audit services, including tax compliance activities and internal audit
are provided by an independent accounting firm. HaysMac LLP continue to review
the half year reporting. Full details of auditor's remuneration are shown in
note 4 to the Financial Statements.
Review of effectiveness of External Auditors
An important role of the Committee is to assess the effectiveness of the
external audit process. In performing this assessment, the Committee:
· reviewed the annual audit plan and considered the auditor's
performance against that plan along with any variations to it.
· met with the audit engagement partner to review the audit
findings and responses received to questions raised by the Committee.
· held regular meetings with the audit engagement partner,
including with the absence of executive management.
· considered their length of tenure.
· reviewed the nature and magnitude of non-audit services provided;
and
· reviewed the external Auditors own independence confirmation
presented to the Committee.
Based on the assessment performed, the Committee has recommended to the Board
that a resolution to reappoint HaysMac LLP be proposed at the next Annual
General Meeting.
Philip Moses
Chairman of the Audit and Risk Committee
1 June 2025
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
Annual statement of the remuneration committee chairman
As Chairman of the Bigblu Broadband Remuneration Committee, I am pleased to
present the Board of Directors' Remuneration Report for the year ended 30
November 2024, which has been prepared by the Committee and approved by the
Board. In line with the UK reporting regulations, this report is divided into
three sections:
· The Annual Statement by the Remuneration Committee Chairman;
· The Directors' Remuneration Policy, which details the Group's
remuneration policies and their link to Group strategy, as well as projected
pay outcomes under various performance scenarios; and
· The Annual Report on Remuneration, which focuses on our
remuneration arrangements and incentive outcomes for the year under review and
how the Committee intends to implement the Remuneration Policy in FY25 and
beyond.
The role of the Remuneration Committee is documented in its Terms of Reference
which were reviewed and adopted by the Board of Directors in May 2016 which
are also reviewed from time to time to ensure up to date. The objectives of
the Remuneration Committee are to ensure that the Group's Directors and senior
executives are fairly rewarded for their individual contributions to the
Group's overall performance by determining their pay and other remuneration
and to demonstrate to all shareholders that the general policy relating to,
and actual remuneration of individual senior executives of the Group, is set
by a committee of the Board members who have no personal interest in the
outcome of the decisions and who will give due regard to the interests of the
shareholders and to the financial and commercial health of the Group.
The Remuneration Committee intends that its policy and practice should align
with and support the implementation of the Group's strategy and effective risk
management for the long term. The policy is intended to motivate the right
behaviours and to ensure that any risk created by the remuneration structure
is acceptable to the Committee and within the risk appetite of the Board and
its strategy.
The remuneration package for executive Directors comprises a combination of
annual salary, performance bonuses and share options / Long Term Incentive
Plans / Management Incentive Plans with set performance criteria. Remuneration
for non-executive Directors consists of an annual fee with options granted in
certain circumstances. There were additional fees awarded for serving on Board
committees and non-executive Directors are not entitled to annual bonuses.
The members of the Remuneration Committee are Michael Tobin OBE and Paul
Howard. The Chief Executive Officer, or other Non-Executive Directors, may be
invited to Remuneration Committee meetings at the discretion of the Committee.
The Committee plans to meet at least twice during the coming year.
The agenda for Remuneration Committee meetings is prepared in conjunction with
the Chairman of the Committee. Submissions are circulated in advance and may
include remuneration benchmark surveys and best practice guidelines together
with papers relating to specific agenda items.
Remuneration policy for current and future years
Bigblu Broadband plc was listed on the Alternative Investments Market (AIM) in
May 2015. During the period the Remuneration Committee reviewed the Group's
remuneration structure to ensure it aligned with the forward-looking strategy
of the Group, is able to motivate and retain the executive team over the next
key phase in the Group's evolution post two successful disposals, and to
ensure it takes into account market and best practice for a listed Group. The
remuneration structure for Executive Directors applied throughout the
financial year is carried forward as appropriate into the new financial year
commencing 1 December 2023, is set out in the Remuneration Policy below.
Following disposals during the last three years the Committee undertook to
review the Long-Term Incentive Plan and Management Incentive Plans for senior
executives to ensure their interests are aligned with that of the shareholders
both in the short and medium term. No changes were proposed.
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
Annual statement of the remuneration committee chairman (continued)
Remuneration policy for current and future years (continued)
Our remuneration arrangements reflect that we compete for talent in a
competitive market against other telecommunications companies. The Committee
has also carefully considered the expectations of our shareholders in
formulating our policy and has included claw back provisions in our incentive
schemes for Directors and Board Members, to align with developing best
practice. The overarching principles of our Remuneration Policy are to provide
a competitive package of fixed and variable pay that will enable the Group to
ensure it can attract and retain executives with the right skills and
experience to drive the long-term success of the Group.
The Committee believes that our remuneration arrangements can achieve these
goals through the application of stretched performance targets and strong
shareholder alignment through our equity incentives and Management Incentive
Plans. The Committee also.
Remuneration decisions in FY24
The activities of the Committee and key decisions in FY24 are set out below:
· Executive salaries were reviewed. Salaries were reduced by 50% in
FY24 with no increase again in FY24 despite inflationary pressures thereby in
effect a further reduction in real terms.
· Given the size of the business the role of CEO and CFO were
combined.
· The basis and awards under the bonus schemes were reviewed and as
in past years linked intrinsically to delivering Revenue, Adjusted EBITDA,
Cash targets and shareholder value on disposals
· The Chairman and Non - Executive directors reduced their salaries
by 50% post the Norwegian disposal.
· Under the terms of the Management Incentive Plan a full review on
options was undertaken by external lawyers specialising in such schemes and no
changes were proposed during the year save a review of thresholds and
participants to ensure the team was fully aligned with maximising shareholder
value post the disposal of the UK fixed wireless operation, in July 2021 and
the disposal of the Norwegian operations in May 2024.
· Reorganisation of the costs base was also addressed including
reviewing redundancy calculations for remaining team members in the event of
further disposals.
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
Annual statement of the remuneration committee chairman (continued)
Following recent disposals the Remuneration Committee reviewed the Senior
Executive's short, medium and long term Management Incentive Plans to ensure
that they are intrinsically linked to growing shareholder value. The MIP in
place is considered to align the interests of the Senior Executive's with that
of the interests of our shareholders
Directors' remuneration policy
This section describes the Group's proposed remuneration structure for
Directors which, if approved, will apply for up to three years from the date
of the Annual General Meeting.
The overarching principles of our remuneration policy are to provide a
competitive package of fixed and variable pay that will enable the Group to
ensure it has executives with the right skills and experience to drive the
success of the Group, and that their remuneration is linked to shareholder
interests and the Group's long-term success. Our remuneration philosophy is:
· to promote the long-term success of the Group, with stretching
performance targets which are rigorously and consistently applied
· to provide appropriate alignment between the Group's strategic
goals, shareholder returns and executive reward
· to have a competitive mix of base salary and short and long-term
incentives, with an appropriate proportion of the package determined by
stretching targets linked to the Group's performance
The Executive Directors' fixed and variable remuneration arrangements have
been determined taking into account:
· the role, experience in the role, and performance of the
Executive Director
· remuneration arrangements at UK listed companies of a similar
size and complexity
· remuneration arrangements at UK telecommunications companies of a
similar size and complexity, including companies with which the Group competes
for talent
· best practice guidelines for UK listed companies set by
institutional investor bodies
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
Annual statement of the remuneration committee chairman (continued)
Future policy table
The key components of Executive Directors' remuneration are as follows:
Fixed Pay
Type Purpose and link to Operation Maximum opportunity Performance metrics
strategy
Base salary To attract and retain talent of the right calibre and with the ability to Base salaries are usually reviewed annually, with reference to individual Executive Director salary decreases / increases will normally be in line with Group performance against market expectations is considered when determining
contribute to strategy, by ensuring base salaries are competitive in the performance, Group performance, market competitiveness, salary decreases / those for the wider executive employee population. However, higher salary appropriate salary levels.
relevant talent market. increases across the Group and the position holder's experience, competence decreases / increases may be made where there is a change in role or
and criticality to the business. responsibilities.
Any decreases / increases are generally effective from 1 December.
Pension Provide post-retirement benefits for participants in a cost-efficient and Pension contributions are provided by the Group as part of a legislatively The Executive Director receives a matching contribution of 4.5 percent of None
equitable manner. compliant Workplace Pension Scheme that requires an overall contribution of 9% salary under the opt-in to the Group Workplace Pension Scheme. Subject to
of gross base salary to be made by Year 3 of the scheme. This overall the applicable maximum contribution.
percentage contribution will be made up from a combination of contributions
from the Executive Directors and the Group, with a choice of funding vehicles The Committee does not anticipate pension benefits as being at a cost to the
through either the Group Plan or by contributions being made to a personal Group that would exceed 10 percent of base salary, notwithstanding future
SIPP chosen and set up by the Chief Executive Officer. changes to pension legislation.
Benefits To provide competitive benefits for each role. Benefits currently include the provision of private medical, life insurance, There is no overall maximum value set out for benefits. They are set at a None
permanent health and disability insurance and car allowance. level that is comparable to market practice and appropriate for individual and
Group circumstances.
Reasonable relocation package including annual family visitation allowance,
legal fees allowance and health insurance. The Committee retains the discretion to amend benefits in exceptional
circumstances or in circumstances where factors outside of the Group's control
Travel and subsistence allowances as well as reimbursement is in line with the have materially changed (e.g. increases in insurance premiums).
Group Expenses Policy and other benefits may be provided based on individual
circumstances.
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
Annual statement of the remuneration committee chairman (continued)
Variable Pay
Type Purpose and link to Operation Maximum opportunity Performance metrics
strategy
Bonus arrangements Aims to focus executives on achieving financial targets relevant to the Typically, performance measures and targets are set prior to or shortly after The base bonus opportunity for Executive Directors will be up to 75 percent of The annual bonus will be based on achievement of financial targets (e.g.,
business priorities for the financial period and where appropriate to the start of the relevant financial period. base salary. revenue growth, EBITDA improvements and cash metrics.
outperform
At the end of the financial period, the Remuneration Committee will determine Up to 75 percent of maximum will vest for target performance. Performance The Committee has discretion to adjust the formulaic bonus outcome downwards
the extent to which the targets have been achieved. above base performance can result in additional bonuses being paid linked to within the limits of the plan, to ensure alignment of pay with the underlying
improved performance - i.e. paying for themselves. performance of the business.
Awards are typically delivered in cash; however, the Committee has discretion
to defer awards in cash or in shares.
The Committee has discretion and the contractual legal vehicle, to reduce or
recoup the bonus in the event of serious financial misstatement or misconduct.
In extreme cases of misconduct, the Committee may claw back annual bonus
payments previously made.
Additional bonuses can be earned at the sole discretion of the Remuneration
Committee if exceptional circumstances arise.
Non-Executive Directors Fees
Type Purpose and link to Operation Maximum opportunity Performance metrics
strategy
Non-Executive Directors' To reflect the time commitment in preparing for and attending meetings, the Monthly fees for Non-Executive Directors are paid via Payroll and were reduced Any decreases / increases to Non-Executive Director fees will be considered as None
duties and responsibilities of the role and the contribution expected from the by 20% from the start of December 2021.There was no increase in the following a result of the outcome of a review process and taking into account wider
Fees Non-Executive Directors. 2 years and a further 50% reduction post disposal of the Norwegian operations. market factors, e.g. inflation. There is no prescribed individual maximum fee.
Additional fees paid to the Further details are set out below.
Chairmen of Board Committees may be paid if there is a material increase in
time commitment required.
Non-Executive Directors do not participate in any annual bonus incentive
schemes, nor do they receive any pension or benefits (other than nominal
travel expenses). Non-Executive Directors will participate in the Company's
share option schemes and MIP where appropriate.
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
Annual statement of the remuneration committee chairman (continued)
Notes to the policy table
· Revenue growth, adjusted EBITDA, adjusted free cash flow and net
cash / (debt) metrics are considered to be the best measures of the Group's
annual performance given our current size and stage of growth and will
continue to determine at least 75% of the achievement criteria for annual
bonus awards. The Committee will keep this under review and may select
alternative measures as the Group evolves and strategic priorities change post
the Disposal where great attention is paid to the creation of shareholder
value.
· Annual bonus targets will be selected prior to, or shortly after,
the start of the financial period. Financial targets will be calibrated with
reference to the Group's budget for the upcoming financial period and the
Group's performance over the prior financial period as well as the desire to
realise value for shareholders
· Differences in remuneration policy operated for other employees.
· Other senior and key-role employee remuneration has some of the
same components as set out in the policy, being base salary, annual bonus,
long-term incentive participation, and pension provision. However, there is no
provision for Medical insurance, Permanent Health Insurance, Life assurance or
Car Allowance for non-Executive employees. Annual bonus and long-term
incentive arrangements share a similar structure and pay-out arrangement,
although the mix between performance-based and time-based awards, and the
maximum award, varies by seniority and role.
In recruiting a new Non-Executive Director, the Committee will use the policy
as set out in the table below.
Non-Executive Directors
The appointments of each of the Chairman and the Non-Executive Directors are
for a fixed term of 3 years, and subject to one third retirement by rotation
and re-election at the AGM. Their letters of appointment set out the terms of
their appointment and are available for inspection upon request. They are not
eligible to participate in the Executive annual bonus scheme, nor do they
receive any additional pension or expenses (other than nominal travel
expenses) on top of the fees disclosed below. They do however have eligibility
to participate in the Company's Share Schemes and Management Incentive
Plans. Non-Executive Directors appointment may be terminated at any time
upon written notice or in accordance with the articles and receive no
compensation on termination.
Non-Executive Director Role Appointment date Re-appointment date Term of appointment
Michael Tobin Chairman September 2015 May 2025 3 years
Paul Howard Non-Executive Director September 2015 May 2025 3 years
Christopher Mills Non-Executive Director May 2019 May 2023 3 years
Philip Moses Non-Executive Director May 2020 June 2024 3 years
Executive Directors
The Executive Director entered into a service agreement with the Company as
follows.
Executive Director Role Contract date Re-appointment date Notice period
Frank Waters Chief Executive Officer May 2015 June 2024 12 months
Bigblu Broadband plc
Governance
Corporate Governance Statement (continued)
For the year ended 30 November 2024
Annual statement of the remuneration committee chairman (continued)
Executive Directors (continued)
The Employer is entitled to terminate an Executive Director's employment by
payment of a cash sum in lieu of notice, and other entitlements equal to (i)
the basic salary and bonuses that would or could have been payable, (ii)
the cost that would have been incurred in providing the Executive Director
with medical insurance and other benefit entitlements such as Pensions,
enhanced statutory pay, DIS, CIC that form part of their remuneration
package. and (iii) the cost that would have been incurred in providing the
Executive Director LTIP/ MIP payments (the ''Payment in Lieu'') The Company
can alternatively choose to continue providing the medical insurance and other
benefits under item (ii) instead of paying a cash sum representing their cost.
The Payment in Lieu can be paid typically in one lump sum or alternatively
monthly instalments over the notice period. The Company's policy on
termination payments is to consider the circumstances on a case-by-case basis,
taking into account the executive's contractual terms, the circumstances of
termination and any duty to mitigate.
The Committee will continue to monitor market trends and developments over the
next year in order to assess ongoing relevance for the Company's remuneration
practices. The Committee welcomes feedback from our shareholders as we remain
committed to an open and transparent dialogue and hope to receive your support
at the forthcoming AGM. On behalf of the Remuneration Committee.
Michael Tobin
Chairman of the Remuneration Committee
1 June 2025
Bigblu Broadband plc
Independent Auditor's Report
To the members of Bigblu Broadband plc
For the year ended 30 November 2024
Disclaimer of opinion
We were engaged to audit the financial statements of Bigblu Broadband Plc (the
'Parent Company') and its subsidiaries (together, the 'Group') for the year
ended 30 November 2024 which comprise the Consolidated Statement of
Comprehensive Income, the Consolidated and Parent Company Statements of
Financial Position, the Consolidated and Parent Company Statements of Cash
Flows, the Consolidated and Parent Company Statements of Changes in Equity and
notes to the financial statements, including a summary of significant
accounting policies. The financial reporting framework that has been applied
in their preparation is applicable law and UK adopted international accounting
standards.
We do not express an opinion on the accompanying financial statements of the
Group and Parent Company. Because of the significance of the matters described
in the basis for disclaimer of opinion section of our report, we have not been
able to obtain sufficient appropriate audit evidence to provide a basis for an
audit opinion on these financial statements.
Basis for disclaimer of opinion
We were appointed as Group and Parent Company auditor and instructed a
component auditor to perform audit procedures in respect of SkyMesh Pty
Limited (and its directly held subsidiaries), which was the Group's principal
trading subsidiary at the reporting date and is presented in the financial
statements as a discontinued operation and disposal group. As of the date of
this report, the component auditor of Skymesh Pty Ltd has not been able to
complete the necessary audit work and therefore has not provided us with their
final findings or final reporting relating to this component.
SkyMesh Pty Limited (and its directly held subsidiaries) comprises a
substantial portion of the Group's revenue, loss, total assets and net assets.
In addition, a substantial portion of the Parent Company's assets are related
to the carrying value of its investment in SkyMesh Pty Limited at the
reporting date.
As a consequence of the component auditor being unable to complete their audit
work and report into us accordingly as Group auditor, we have been unable to
obtain sufficient appropriate audit evidence regarding the financial
information of this component. Due to the significance of this component to
the Group's consolidated financial statements, we are therefore unable to
determine whether any adjustments might be necessary.
The Group is required to publish its audited financial statements within six
months of its reporting date in accordance with Rule 19 of the AIM Rules for
Companies. The Directors have approved the financial statements as they stand
before we could complete our audit in order to comply with Group's regulatory
obligations regarding the deadline for publishing these financial statements.
Given the significance of the audit evidence not obtained at the date of
approval of the financial statements, we have therefore not been able to
complete our planned audit work or perform relevant alternative audit
procedures. In addition, we have not been able to obtain other outstanding
evidence in relation to our audit of the remaining elements of the Group and
Parent Company, which includes not being able to complete our
finalisation-stage quality control procedures.
Accordingly, we have not been able to obtain sufficient appropriate audit
evidence to provide a basis for an audit opinion on the Group and Parent
Company financial statements.
Bigblu Broadband plc
Independent Auditor's Report
To the members of Bigblu Broadband plc (continued)
For the year ended 30 November 2024
An overview of the scope of our audit
Our planned audit scope included all significant components with the extent of
audit procedures based on the relevant component's significance to the group
and our risk assessment. Full scope audit procedures were planned to be
performed on SkyMesh Pty Ltd (and its directly held subsidiaries) by a
component auditor, in accordance with our Group audit instructions. However,
the planned procedures were not complete by the date of approval of the
financial statements, as explained in the 'basis for disclaimer of opinion'
section. Specific scope audit procedures were performed on the entities that
comprised the Group's Norwegian discontinued operations (Brdy AS and Brdy
Nordics AS) by a component auditor, in accordance with our Group audit
instructions. BBB Ausco Limited and BBB Norco Limited are dormant entities and
were audited in accordance with Group materiality as set out below.
We communicated with both the Directors and the Audit Committee our planned
audit work via our audit planning report and relevant discussion. We
communicated audit progress with the Audit Committee through interim audit
progress meetings. We have communicated any issues to the Audit Committee and
the Directors in our final Audit Findings Report.
Key audit matters
We do not express an opinion on the financial statements. As a result of the
matters described in the Basis for Disclaimer of Opinion section of our
report, we have not been able to obtain sufficient appropriate audit evidence
to provide a basis for an audit opinion.
Accordingly, we do not report key audit matters in this report in accordance
with ISA (UK) 705 Modifications to the Opinion in the Independent Auditor's
Report.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit,
in evaluating the effect of misstatements and in forming an opinion. For the
purpose of determining whether the financial statements are free from material
misstatement, we define materiality as the magnitude of a misstatement or an
omission from the financial statements, or related disclosures, that would
make it probable that the judgement of a reasonable person, relying on the
information would have been changed or influenced by the misstatement or
omission. We also determine a level of performance materiality, which we used
to determine the extent of testing need, to reduce to an appropriately low
level the risk that the aggregate of uncorrected and undetected misstatement
exceeds materiality for the financial statements as a whole.
The materiality for the Group financial statements as a whole was set at
£383,000. This was determined with reference to 2.1% of the total group
assets. Due to the significance of the Group's discontinued operations and the
significantly lower value of revenue of revenue arising from continued
operations for the year ended 30 November 2024, we concluded a total asset
metric was the most relevant figure for a user of these financial statements.
On the basis of our risk assessment and review of the Group's control
environment, performance materiality was set at 75% of materiality, being
£287,250.
The reporting threshold to the Audit and Risk Committee was set as 5% of
materiality, being £19,150. If, in our opinion, differences below this level
warranted reporting on qualitative grounds, these were also reported.
The materiality for the Parent Company financial statements was set at
£342,000. Our materiality was set at £342,000 so as to ensure component
materiality did not exceed Group materiality.
On the basis of our risk assessment, review of the Parent Company's control
environment, and consideration of other relevant factors, performance
materiality was set at 75% of materiality, being £256,000.
Bigblu Broadband plc
Independent Auditor's Report
To the members of Bigblu Broadband plc (continued)
For the year ended 30 November 2024
The reporting threshold to the Audit and Risk Committee was set as 5% of
materiality, being £17,100. If, in our opinion, differences below this
level warranted reporting on qualitative grounds, these were also reported.
Opinions on other matters prescribed by the Companies Act 2006
Because of the significance of the matter described in the basis for
disclaimer of opinion section of our report, we have been unable to form an
opinion, whether based on the work undertaken in the course of the audit:
• the information given in the strategic report and the
Directors' report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
• the strategic report and the Directors' report have
been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
Notwithstanding our disclaimer of opinion on the financial statements, in the
light of the knowledge and understanding of the Group and its environment
obtained in the course of the audit performed subject to the pervasive
limitation described above, we have not identified any material misstatements
in the strategic report or the directors' report.
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:
• whether adequate accounting records have been kept by
the parent company.
• whether the parent company financial statements are in
agreement with the accounting records and returns; and
• whether certain disclosures of directors' remuneration
specified by law are made.
Arising from the limitation of our work referred to above:
• we have not obtained all the information and
explanations we require for our audit; and
• we are unable to conclude whether the consolidated
statements accurately represent the appropriate position for the Group, given
returns adequate for our audit have not been received from branches not
visited by us.
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 Group's and 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 Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
Bigblu Broadband plc
Independent Auditor's Report
To the members of Bigblu Broadband plc (continued)
For the year ended 30 November 2024
Auditor's responsibilities for the audit of the financial statements
Our responsibility is to conduct an audit of the Group and Parent Company's
financial statements in accordance with International Standards on Auditing
(UK) and to issue an auditor's report.
However, because of the matter described in the basis for disclaimer of
opinion section of our report, we were not able to obtain sufficient
appropriate audit evidence to provide a basis for an audit opinion on these
financial statements.
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.
Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud
Based on our understanding of the Group and industry, we identified that the
principal risks of non-compliance with laws and regulations and we considered
the extent to which non-compliance might have a material effect on the
financial statements. We also considered those laws and regulations that have
a direct impact on the preparation of the financial statements such as the
Companies Act 2006, income tax, payroll tax and sales tax.
We evaluated management's incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of
controls) and determined that the principal risks were related to posting
inappropriate journal entries and management bias in accounting estimates.
Audit procedures planned to be performed by the engagement team included:
• Inspecting correspondence with tax advisers and
authorities;
• Discussions with management including consideration of
known or suspected instances of non-compliance with laws and regulation and
fraud;
• Evaluating management's controls designed to prevent
and detect irregularities;
• Identifying and testing journals, in particular manual
journal entries which shared key risk characteristics; and
• Challenging assumptions and judgements made by
management in their critical accounting estimates, particularly relating to
impairment of intangible assets and investment valuation.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
Because of the significance of the matters described in the basis for
disclaimer of opinion section of our report, we were unable to complete all of
the planned procedures described above.
Bigblu Broadband plc
Independent Auditor's Report
To the members of Bigblu Broadband plc (continued)
For the year ended 30 November 2024
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.
Christopher Cork
(Senior Statutory
Auditor)
10 Queen Street Place
For and on behalf of HaysMac
LLP
London
Statutory
Auditors
EC4R 1AG
1 June 2025
Bigblu Broadband plc
Consolidated Statement of Comprehensive Income
For the year ended 30 November 2024
Registered
Number 09223439
2024 2023
Continuing Operations Notes £'000 £'000
Revenue from contracts with customers 2 696 668
Cost of sales (488) (119)
Gross profit 208 549
Distribution expenses (483) (926)
Administrative expenses (2,177) (1,603)
Operating loss 3 (2,452) (1,980)
Finance costs 7 (685) (229)
Loss before tax (3,137) (2,209)
Taxation charge on operations 8 (1) -
Loss from continuing operations (3,138) (2,209)
Loss from discontinued operations 13 (1,786) (2,492)
Loss for the year (4,924) (4,701)
Other comprehensive income / (expense)
Foreign currency translation difference 251 (406)
Total comprehensive loss for the year (4,673) (5,107)
Total comprehensive loss for the year is all attributable to the
owners of Bigblu Broadband Plc
Earnings per share from loss attributable to the ordinary equity holders of
the company
Total - Basic EPS 9 (8.4p) (8.0p)
Total - Diluted EPS 9 (8.4p) (8.0p)
Continuing operations - Basic EPS (5.4p) (3.8p)
Continuing operations - Diluted EPS (5.4p) (3.8p)
Discontinued operations - Basic EPS (3.0p) (4.2p)
Discontinued operations - Diluted EPS (3.0p) (4.2p)
Adjusted earnings per share from continuing operations attributable to the
ordinary equity holders of the company (A non-GAAP measurement)
Continuing operations - Adjusted Basic EPS 9 (3.4p) (1.2p)
Continuing operations - Adjusted Diluted EPS 9 (3.4p) (1.2p)
The notes on pages 69 to 104 form an integral part of these financial
statements.
Bigblu Broadband plc
Consolidated Statement of Financial Position
For the year ended 30 November
2024
Registered Number 09223439
2024 2023
Notes £'000 £'000
Assets
Non-current assets
Property, plant and equipment 10 51 378
Intangible assets 11 - 5,553
Investments 12 6,167 5,995
Deferred tax asset 19 - 800
Total non-current assets 6,218 12,726
Current assets
Cash and cash equivalents 14 26 3,632
Inventory 15 561 111
Trade and other receivables 16 1,296 2,830
1,883 6,573
Assets classified as held for sale 13 9,966 2,516
Total current assets 11,849 9,089
Total assets 18,067 21,815
Current liabilities
Trade and other payables 17 (1,329) (7,743)
Provisions for liabilities and charges 17 (685) (685)
Loans 18 (6,500) (2,100)
(8,514) (10,528)
Liabilities associated with assets classified as held for sale (5,860) (2,349)
13
Total current liabilities (14,374) (12,877)
Non-current liabilities
Deferred tax liability 19 - (616)
Total non-current liabilities - (616)
Total liabilities (14,374) (13,493)
Net assets 3,693 8,322
Equity
Share capital 20 8,827 8,783
Share premium 20 8,608 8,608
Share option reserve 21 309 309
Capital redemption reserve 21 26,120 26,120
Foreign exchange translation reserve 21 168 (2,952)
Reverse acquisition reserve 21 (3,317) (3,317)
Listing cost reserve 21 (219) (219)
Retained losses (36,803) (29,010)
Capital and reserves attributable to owners of Bigblu Broadband Plc 3,693 8,322
Total equity 3,693 8,322
Approved by the Board on 1 June 2025 and signed on its behalf by:
Frank Waters
Chief Executive Officer
The notes on pages 69 to 104 form an integral part of these financial
statements.
Bigblu Broadband plc
Company Statement of Financial Position
For the year ended 30 November
2024
Registered Number 09223439
2024 2023
Notes £'000 £'000
Assets
Non-current assets
Property, plant and equipment 34 67
Intangible assets - 17
Investments 12 6,167 30,995
Total non-current assets 6,201 31,079
Current assets
Cash and cash equivalents 14 28 354
Inventory 15 516 -
Trade and other receivables 16 1,265 2,138
1,809 2,492
Assets held for sale 13 24,846 167
Total current assets 26,655 2,659
Liabilities
Current liabilities
Trade and other payables 17 (1,298) (940)
Provisions for liabilities and charges 17 (685) (685)
Loans 18 (6,500) (2,100)
Total current liabilities (8,483) (3,725)
Net assets 24,373 30,013
Equity
Share capital 20 8,827 8,783
Share premium 20 8,608 8,608
Share option reserve 21 309 309
Capital redemption reserve 21 26,120 26,120
Listing cost reserve 21 (219) (219)
Retained losses (19,272) (13,588)
Total equity 24,373 30,013
In accordance with section 408 of the Companies Act 2006 the parent company
has not presented its own Income Statement, which resulted in a loss after tax
of £5.7m (2023: loss £2.7m).
Approved by the Board on 1 June 2025 and signed on its behalf by:
Frank Waters
Chief Executive Officer The notes on pages 69 to 104 form an
integral part of these financial statements.
Bigblu Broadband plc
Consolidated Statement of Cash Flows
For the year ended 30 November 2024
2024
2023
Notes £'000 £'000
Loss after tax from Continuing operations (3,138) (1,438)
Loss after tax from Discontinued operations (1,786) (3,263)
Loss for the year including discontinued operations (4,924) (4,701)
Adjustments for:
Interest charge 7 840 287
Amortisation of intangible assets 11 1,379 1,676
Impairment charges 10 & 11 - 2,558
Depreciation of property, plant and equipment - owned assets 10 181 690
Depreciation of property, plant and equipment - ROU assets 10 636 712
Tax (credit) / charge 8 (702) (529)
Share based payments 24 - -
Loss on net assets disposed of 13 618 -
Foreign exchange variance and other non-cash items 359 218
Decrease / (Increase) in inventories (479) 406
Increase in trade and other receivables (396) (826)
Increase / (Decrease) in trade and other payables (2,725) 1,763
Loss / (Gain) on disposals of fixed assets 16 (39)
Cash generated from operations (5,197) 2,215
Interest paid (653) (258)
Tax refunded / (paid) (140) (297)
Net cash inflow / (outflow) from operating activities (5,990) 1,660
Investing activities
Purchase of property, plant and equipment 10 (172) (462)
Purchase of business 11 - (2,757)
Purchase of other intangibles 11 (560) (9)
Proceeds from sale of property, plant and equipment - 62
Net cash (outflow) / inflow generated from investing activities (732) (3,166)
Financing activities
Proceeds from issue of ordinary share capital 20 44 39
Loans drawn down 18 4,400 2,100
Principal elements of lease payments (247) (691)
Net cash inflow / (outflow) generated from financing activities 4,197 1,448
Net decrease in cash and cash equivalents (2,525) (58)
Cash and cash equivalents at beginning of year 3,632 4,195
Less cash held for sale (1,081) (505)
Cash and cash equivalents at end of year 26 3,632
Note that the presentation of the cashflow takes into consideration the
combined Continuing and Discontinued movements in cash. See also the
reconciliation of the movement in adjusted net debt on page 16 of the
Strategic Report. The notes on pages 69 to 104 form an integral part of these
financial statements.
Bigblu Broadband plc
Company Statement of Cash Flows
For the year ended 30 November 2024
2024 2023
£'000 £'000
Loss for the year (5,684) (2,670)
Adjustments for:
Interest charge 686 229
Impairment charges 2,400 1,714
Amortisation of intangible assets 18 18
Depreciation 33 50
Loss on disposal of Subsidiary 671 -
Increase in inventory (516) -
Increase in trade and other receivables (2,050) (1,184)
Increase / (Decrease) in trade and other payables 183 (479)
Cash used in operations (4,259) (2,322)
Interest paid (498) (199)
Net cash outflow from operating activities (4,757) (2,521)
Investing activities
Proceeds from sale of subsidiary - -
Purchase of property, plant and equipment - (4)
Proceeds from sale of property, plant and equipment - 1
Net cash (used) / generated in investing activities - (3)
Financing activities
Proceeds from issue of ordinary share capital 44 39
Loans drawn down 4,400 2,100
Principal elements of lease payments (13) (29)
Net cash inflow from financing activities 4,431 2,110
Net decrease in cash and cash equivalents (326) (414)
Cash and cash equivalents at beginning of year 354 768
Cash and cash equivalents at end of year 28 354
The notes on pages 69 to 104 form an integral part of these financial
statements.
Bigblu Broadband plc
Consolidated Statement of Changes in Equity
For the year ended 30 November 2024
Share capital Share premium Capital redemption reserve Share option reserve Retained losses Foreign Reverse Listing Total equity
exchange reserve acquisition reserve cost reserve
Note £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 December 2022 8,763 8,589 26,120 309 (24,309) (2,546) (3,317) (219) 13,390
Loss for the year - - - - (4,701) - - - (4,701)
Issue of shares 20 19 - - - - - - 39
Other comprehensive expense - - - - (406) - - (406)
At 30 November 2023 8,783 8,608 26,120 309 (29,010) (2,952) (3,317) (219) 8,322
Loss for the year - - - - (4,924) - - - (4,924)
Issue of shares 20 44 - - - - - - - 44
Other comprehensive expense - - - - - 251 - - 251
Reclassification on disposal - - - - (2,869) 2,869 - - -
At 30 November 2024 8,827 8,608 26,120 309 (36,803) 168 (3,317) (219) 3,693
The notes on pages 69 to 104 form an integral part of these financial
statements.
Bigblu Broadband plc
Company Statement of Changes in Equity
For the year ended 30 November 2024
Share capital Share premium Capital redemption reserve Share option reserve Listing cost reserve Retained profits/ (losses) Total equity
Note £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 30 November 2022 8,763 8,589 26,120 309 (219) (10,918) 32,644
Loss for the year - - - - - (2,670) (2,670)
Issue of shares 20 19 - - - - 39
At 30 November 2023 8,783 8,608 26,120 309 (219) (13,588) 30,013
Issue of shares 20 44 44
Loss for the year - - - - - (5,684) (5,684)
At 30 November 2024 8,827 8,608 26,120 309 (219) (19,272) 24,373
The notes on pages 69 to 104 form an integral part of these financial
statements.
Bigblu Broadband plc
Notes to the Financial Statements
For the year ended 30 November 2024
1. Accounting Policies
General information and basis of preparation
Bigblu Broadband plc is a public limited company, incorporated and domiciled
in England and Wales under the Companies Act 2006. The address of its
registered office is 6th Floor, 60 Gracechurch Street, London, EC3V 0HR. The
Company's ordinary shares are traded on the AIM Market operated by the London
Stock Exchange. The financial statements of Bigblu Broadband plc for the year
ended 30 November 2024 were authorised for issue by the Board on 1 June 2025
and the balance sheets signed on the Board's behalf by Frank Waters.
The nature of the Group's operations and its principal activities is the
provision of satellite and wireless broadband telecommunications and
associated / related services and products.
The Group prepares its consolidated financial statements in accordance with
International Financial Reporting Standards and International Accounting
Standards as issued by the International Accounting Standards Board (IASB) and
Interpretations (collectively IFRSs). The financial statements have been
prepared on the historical cost basis.
The consolidated financial statements are for the 12 months to 30 November
2024. This review covers the consolidated results of Bigblu Broadband plc and
its subsidiary undertakings from the date of acquisition.
The preparation of financial statements in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of policies and reported amounts in the financial statements. The
areas involving a higher degree of judgement or complexity, or areas where
assumptions or estimates are significant to the financial statements are
disclosed further. The principal accounting policies set out below have been
consistently applied to all the years presented in these financial statements,
except as stated below.
At the date of authorisation of these financial statements, the Group has not
applied the following new and revised IFRS Accounting Standards that have been
issued but are not yet effective, and in some cases have not yet been adopted
by the Group:
§ Amendments to IAS 1: Classification of Liabilities as Current or
Non-current
§ Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting
Policies
§ Amendments to IAS 8: Definition of Accounting Estimates
§ Amendments to IAS 12: Deferred Tax related to Assets and Liabilities
arising from a Single Transaction
§ Amendments to IAS 21 'Lack of exchangeability - Effective 1 January 2025
The directors do not expect that the adoption of the Standards listed above
will have a material impact on the financial statements of the Group in future
periods.
Going concern
The Group's business activities, together with the factors likely to affect
its future development, performance and position are set out in the Strategic
Report on pages 2 to 24. The financial position of the Group, its cash flows
and liquidity position are described in the Finance Review on pages 19 to 23.
In addition note 25 to the financial statement includes the Group's
objectives, policies and processes for managing its capital, its financial
risk management objectives, details of its financial instruments and its
exposures to credit risk and liquidity risk.
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
1. Accounting Policies (continued)
Going concern continued
During the year the Group generated an adjusted EBITDA loss from continuing
operations before a number of non-cash and start-up costs expenses as shown on
page 16, of £1.0m (2023: Loss £0.5m), and with cash outflow from operations
before interest, tax and capital expenditure, of £2.4m (2023: outflow of
£0.8m). Net debt at 30 November 2024 was £6.5m (2023: Net cash £1.5m).
Following the disposal of Skymesh in December 2024 the Company repaid the
current debt at the Balance Sheet date along with accrued interest, totalling
£6.9m. The facility was then fully exited.
Having reviewed the Group's budgets, projections, and funding requirements,
and taking account of reasonable possible changes in trading performance over
the next twelve months, as well as a return of capital back to shareholders in
April 2025 and the expected inflow from deferred consideration on Skymesh, the
Directors believe they have reasonable grounds for stating that the Group has
adequate resources to continue in operational existence for the foreseeable
future. Accordingly, the Directors continue to adopt the going concern basis
in preparing the Annual Report and Accounts.
The Board has concluded that no matters have come to its attention which
suggest that the Group will not be able to maintain its current terms of trade
with customers and suppliers or indeed that it could not adopt relevant
measures as outlined in the Strategic report to reduce costs and free cash
flow. The forecasts for the combined Group projections, taking account of
reasonably possible changes in trading performance, indicate that the Group
has sufficient cash available to continue in operational existence throughout
the forecast year and beyond. The Board has considered various alternative
operating strategies should these be necessary and are satisfied that revised
operating strategies could be adopted if and when necessary. As a consequence,
the Board believes that the Group is well placed to manage its business risks,
and longer-term strategic objectives, successfully.
Revenue
Revenue is recognised at an amount that reflects the consideration to which
the entity expects to be entitled in exchange for transferring goods or
services to a customer net of sales taxes and discounts. The Group principally
obtains revenue from providing the following telecommunications services:
airtime usage, Starlink hardware, rental of equipment and other service
charges, connection fees, and equipment sales and IP address sales. IP sales
are recognised as revenue, and not other income, due to the IP address being
part of the original purchase price of activated customers, which is consistet
with prior year. Customers can acquire either single or multiple products and
services, with the principal service being the provision of airtime. Airtime
usage represents the monthly or other periodic subscription charge for use of
the Satellite or Fixed Wireless broadband solution that we provide. These are
incremental amounts selected by the customer independent of their decision
whether to purchase or rent equipment. The performance obligation is
discharged by ensuring that the service contracted for is available throughout
the invoiced period and revenue is recognised on an even basis over the period
during which the airtime is provided. Starlink revenue, with BBB being the
distributor, is recognised at the time its leaves the warehouse, which is when
the performance obligation is meet. We describe this as recurring revenue, by
which we mean that it is contracted for a period of time and can be renewed.
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
1. Accounting Policies (Continued)
Service charges include rental of equipment where the customer has not
purchased it outright. The performance obligation is fulfilled by ongoing
availability of the equipment in a working condition and is accounted for over
the contracted period during which the customer has the right of use. Usually,
rental charges are made monthly in advance. Where the period charged for
includes a number of days after the end of the accounting period, we treat the
revenue for those days as being deferred, calculated on a prorated daily
basis. Other service charges also include sundry fees, such as charges for
non-return of rental equipment, all of which are accounted for at a point in
time when the relevant performance obligation is satisfied by an identified
action (see below in this section for further detail).
Connection fees refer to the installation of Satellite or Fixed Wireless
receiving equipment charged to our customer, plus revenue received from our
third-party satellite providers in the form of an activation rebate for every
new connection. Distinct performance obligations apply to each of these
charges, and we account for the revenue at a point in time when the relevant
action to satisfy these obligations is performed. The primary driver of this
revenue is the activation of the services on our suppliers' networks.
Equipment sales primarily refer to the purchase of all hardware purchased by
the customer and typically includes such items as satellite dishes, modems,
transmit and receive integrated assemblies ("TRIA's"), poles and routers or
other similar equipment. The performance obligation is to deliver the product
or products to the customer as distinct from activating a customer to the
broadband service. Such products are typically despatched same day or within
24 hours and so we account for these despatches as revenue at the point in
time when delivery to the customer is performed and the performance obligation
is complete. However, note that in the majority of the group's contracts
equipment is supplied to customers in exchange for a periodic rental, which is
subject to a different performance obligation as described above.
Foreign currency
For the purpose of the consolidated financial statements, the results and
financial position of each Group company are expressed in Pounds Sterling,
which is the functional currency of the Group, and the presentation currency
for the consolidated financial statements.
In preparing the financial statements of the individual companies,
transactions in currencies other than the entity's functional currency
(foreign currencies) are recorded at the rates of exchange prevailing on the
dates of the transactions. At each balance sheet date, monetary assets and
liabilities that are denominated in foreign currencies are retranslated at the
rates prevailing on the balance sheet date. Non-monetary items that are
measured in terms of historical cost in a foreign currency are not
retranslated. Exchange differences arising on the settlement of monetary
items, and on the retranslation of monetary items, are included in profit and
loss for the year.
For the purpose of presenting consolidated financial statements, the assets
and liabilities of the Group's foreign operations are translated at exchange
rates prevailing on the balance sheet date. Income and expense items are
translated at the average monthly rate of exchange ruling at the date of the
transaction, unless exchange rates fluctuate significantly during that month,
in which case the exchange rates at the date of transactions are used.
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
1. Accounting Policies (continued)
Property, plant and equipment
Property, plant, and equipment are stated at cost less accumulated
depreciation and impairment losses, if any.
Depreciation is calculated under the straight-line method to write off the
depreciable amount of the assets over their estimated useful lives.
Depreciation of an asset does not cease when the asset becomes idle or is
retired from active use unless the asset is fully depreciated.
Land
0% on cost
Building improvements 20% on cost
Fixtures, fittings & infrastructure 10% - 25% on cost
IT hardware and software 25%
on cost
Motor
vehicles 25% on cost
Rental
Stock 25% on cost
The depreciation method, useful lives and residual values are reviewed, and
adjusted if appropriate, at the end of each reporting year to ensure that the
amounts, method and years of depreciation are consistent with previous
estimates and the expected pattern of consumption of the future economic
benefits embodied in the items of the property, plant and equipment.
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when the cost is incurred, and it is
probable that the future economic benefits associated with the asset will flow
to the Group and the cost of the asset can be measured reliably. The carrying
amount of parts that are replaced is derecognised. The costs of the day-to-day
servicing of property, plant and equipment are recognised in profit or loss as
incurred. Gains or losses on disposal are included in Statement of
Comprehensive Income.
Goodwill
Goodwill on acquisitions comprises the excess of the aggregate of the fair
value of the consideration transferred, the fair value of any previously held
interests, and the recognised value of the non-controlling interest in the
acquiree, over the net of the acquisition date amounts of the identifiable
assets acquired and liabilities assumed.
Goodwill is carried at cost less accumulated impairment losses. Goodwill is
tested for impairment annually or more frequently if events or changes in
circumstances indicate a potential impairment and using discount cashflow
valuations based on future operating profits. Gains and losses on the disposal
of an entity include the carrying amount of goodwill relating to the entity
sold.
Intangible Assets and Amortisation
Goodwill and Intellectual Property are reviewed annually for impairment and
the carrying value is reduced accordingly. Other intangible assets are
amortised from the date they are available for use over their estimated useful
lives as per below and this is charged to profit or loss on a straight-line
basis:
· Customer Contracts - 2 years
· Software - 3 years
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
1. Accounting Policies (continued)
Intangible assets recognised in a business combination
Intangible assets acquired in a business combination and recognised separately
from goodwill are initially recognised at their fair value at the acquisition
date.
Amortisation is charged to profit or loss on a straight-line basis (Within
administration expenses) over the estimated useful lives of the intangible
asset unless such lives are indefinite. These charges are included in other
expenses in profit or loss. Intangible assets with an indefinite useful life
are tested for impairment annually. Other intangible assets are amortised from
the date they are available for use. The useful lives are as follows:
· Customer Contracts - 2 years
· Intellectual Property - 3 years
Investments
Investments are recorded at cost. Investments are reviewed for impairment
when events or changes in circumstances indicate that the carrying amount may
not be fully recoverable. Investments in subsidiaries are stated at cost and
reviewed for impairment on an annual basis. In relation to our Quickline
investment the loan notes are debt and held at amortised cost whilst shares
are investment in equity and held at fair value with movements recognised in
other comprehensive income under IFRS 9.
Inventories
Inventories are stated at the lower of cost and net realisable value. Costs of
inventories are determined on a first-in-first-out basis. Net realisable value
represents the estimated selling price for inventories less all estimated
costs of completion and costs to make the sale.
Trade and Other Receivables
Trade and other receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. Trade and other
receivables are measured at amortised cost less impairment losses.
The collectability of debt is assessed on a monthly basis such that individual
and collective impairment provisions are made as and when required.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, demand deposits, funds held
in escrow and other short-term, highly liquid investments that are readily
convertible to a known amount of cash and are subject to an insignificant risk
of changes in value.
Trade and Other Payables
Trade and other payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from suppliers. Accounts
payables are classified as current liabilities if payment is due within one
year. If not, they are presented as non-current liabilities. Trade payables
are recognised initially at fair value and subsequently measured at amortised
cost using the effective interest method.
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
1. Accounting Policies (continued)
Impairment of Non-Financial Assets
The Group assesses annually whether there is any indication that any of its
assets have been impaired. If such an indication exists, the asset's
recoverable amount is estimated and compared to its carrying value. Where it
is impossible to estimate the recoverable amount of an individual asset, the
Group estimates the recoverable amount of the smallest cash-generating unit to
which the asset is allocated. If the recoverable amount of an asset (or
cash-generating unit) is estimated to be less than its carrying amount an
impairment loss is recognised immediately in profit or loss, unless the asset
is carried at a revalued amount, in which case the impairment loss is
recognised as revaluation decrease. For goodwill, intangible assets that have
an indefinite life, and intangible assets not yet available for use, the
recoverable amount is estimated annually and at the end of each reporting year
if there is an indication of impairment.
Share based payments
The Group operates share option schemes in which certain employees of the
Group can be awarded share options in return for services provided to the
Group. The fair value of the employee services received in exchange for the
grant of share options is recognised as an expense over the vesting period.
Where share options and warrants are issued to providers of other services or
financing, the fair value ascribed to such services or financing is attributed
to the options and recognised over the provision of the relevant obligation.
Provisions
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that the Group will
be required to settle that obligation and a reliable estimate can be made of
the amount of the obligation.
Where it is considered possible, rather than probable, that the Group will be
required to settle an obligation arising from a past event, or the amount
required to make settlement cannot be reliably estimated, a contingent
liability is disclosed but no associated amount is recognised in the Balance
sheet. The amount recognised as a provision is the best estimate of the
consideration required to settle the present obligation at the Balance Sheet
date, taking into account the risks and uncertainties surrounding the
obligation, its carrying amount is the present value of those cash flows (when
the effect of the time value of money is material).
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
1. Accounting Policies (continued)
Financial Instruments
The Group classifies financial instruments, or their component parts, on
initial recognition as a financial asset, a financial liability, or an equity
instrument in accordance with the substance of the contractual arrangement.
Financial instruments are recognised when the Group becomes a party to the
contractual provisions of the instrument. Financial instruments are
recognised initially at fair value plus transactions costs that are directly
attributable to the acquisition or issue of the financial instrument, except
for financial assets at fair value through profit or loss, which are initially
measured at fair value, excluding transaction costs (which is recognised in
profit or loss). Financial assets are de-recognised when the rights to receive
cash flows from the investments have expired or have been transferred and the
Group has transferred substantially all risk and rewards of ownership.
Equity Instruments
Equity instruments issued by the Group are recorded at the value of proceeds
received, net of costs directly
attributable to the issue of the instruments.
Leases
As a lessee
The Group leases various offices, warehouses, and items of equipment. Many of
which ceased post the disposal of the Norwegian Operations.
As indicated above, the Group adopted IFRS 16 Leases from 1 December 2018
resulting in a change of accounting policy. Until 30 November 2018 leases of
property, plant and equipment where the Group, as lessee, had substantially
all the risks and rewards of ownership, were classified as finance leases.
Leases in which a significant portion of the risks and rewards of ownership
were not transferred to the Group as lessee were classified as operating
leases (note 22). Payments made under operating leases (net of any incentives
received from the lessor) were charged to profit or loss on a straight-line
basis over the period of the lease.
Under the current policy the Group assesses whether a contract contains a
lease, at the date of its inception. The Group recognises a right-of-use asset
and a corresponding lease liability with respect to all lease agreements in
which it is the lessee, except for short-term leases (defined as leases with a
lease term of 12 months or less) and leases of low value assets. For these
leases, the Group recognises the lease payments as an operating expense on a
straight-line basis over the term of the lease unless another systematic basis
is more representative of the time pattern in which economic benefits from the
leased asset are consumed.
The lease liability is initially measured at the present value of the lease
payments that are unpaid at the commencement date, discounted by using the
rate implicit in the lease. If that rate cannot be readily determined, which
is generally the case for leases in the Group, the lessee's incremental
borrowing rate is used, being the rate that the individual lessee would have
to pay to borrow the funds necessary to obtain an asset of similar value to
the right-of-use asset in a similar economic environment with similar terms,
security and conditions.
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
1. Accounting Policies (continued)
Leases (continued)
Lease payments included in the measurement of the lease liability comprise:
· Fixed lease payments (including in-substance fixed payments),
less any lease incentives.
· variable lease payment that are based on an index or a rate,
initially measured using the index or rate as at the commencement date
· amounts expected to be payable by the Group under residual
value guarantees
· the exercise price of a purchase option if the Group is
reasonably certain to exercise that option, and
· payments of penalties for terminating the lease, if the lease
term reflects the Group exercising that option.
The lease liability is included in payables in the Statement of Financial
Position under either Current or Non-Current Liabilities according to when the
future lease payments fall due.
The lease liability is subsequently measured by increasing the carrying amount
to reflect interest on the lease liability (using the effective interest
method) and by reducing the carrying amount to reflect the payments made.
Right-of-use assets are measured at cost comprising the following:
· the amount of the initial measurement of lease liability
· any lease payments made at or before the commencement date less
any lease incentives received
· any initial direct costs, and
· restoration costs
Right-of-use assets are generally depreciated over the shorter of the asset's
useful life and the lease term on a straight-line basis. If the Group is
reasonably certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset's useful life.
The right-of-use assets are included in Property, plant and equipment in the
Statement of Financial Position.
Payments associated with short-term leases of equipment and vehicles and all
leases of low-value assets are recognised on a straight-line basis as an
expense in profit or loss. Short-term leases are leases with a lease term of
12 months or less.
As a lessor
Lease income from operating leases where the Group is a lessor is recognised
in income on a straight line basis over the lease term (note 22) Initial
direct costs incurred in obtaining an operating lease are added to the
carrying amount of the underlying asset and recognised as expense over the
lease term on the same basis as lease income. The respective leased assets are
included in the balance sheet based on their nature.
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
1. Accounting Policies (continued)
Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is
recognised in the Statement of Comprehensive Income, 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 Group operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that
have originated but not reversed by the Statement of Financial Position 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 rates and laws that have been enacted or substantively
enacted by the reporting date.
Employee Entitlements
Liabilities for wages and salaries, including non-monetary benefits for annual
leave, which is expected to be settled within 12 months of the reporting date
are recognised in other payables in respect of employee's services up to the
reporting date and are measured at the amounts expected to be paid when the
liabilities are settled. Liabilities for non-accumulating sick leave are
recognised when the leave is taken and measured at the rates paid or
payable. The liabilities for employee entitlements are carried at the
present value of the estimated future cash flows.
Pensions
The Group operates a defined contribution scheme, the pension cost charge
represents the contributions payable.
Research & Development
Expenditure incurred at the research stage is written off to the income
statement as an expense when incurred. An intangible asset arising from
development is capitalised when the Company demonstrates technical feasibility
of completing the intangible asset, intention to complete and use or sell the
asset, ability to use or sell the asset, existence of a market or, if to be
used internally, the usefulness of the asset, availability of adequate
technical, financial, and other resources to complete the asset and the cost
of the asset can be measured reliably.
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
1. Accounting Policies (continued)
Critical accounting judgements and key areas of estimation uncertainty
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectation of future events that are
believed to be reasonable under the circumstances
(a) Property, plant and equipment
Depreciation is derived using estimates of its expected useful life and
residual value, which are reviewed annually. Management determines useful
lives and residual values based on experience with similar assets.
(b) Discontinued Operations
Discontinued operations are a component of the Group that has been disposed of
and that represents a separate major line of business or geographical area of
operations. The loss on disposal reported in the current financial year takes
into consideration the proceeds less the carrying value of the net assets
position at the date of disposal for discontinued operations, and all
associated costs considered incremental and directly attributable to the
disposal transaction. The results of discontinued operations are presented
separately in the Consolidated Statement of Comprehensive Income. Cash flows
associated with discontinued operations are presented within the Consolidated
Statement of Cash flows, with analysis of the elements related to discontinued
operations presented separately in note 13.
The judgement required for treatment of a discontinued business is based on
the Board's assessment of whether the conditions laid out by IFRS 5 were met
at the balance sheet date, in particular if a disposal transaction was
considered highly probable at that point in time.
(c) Forecasting
The Group prepares medium-term forecasts based on Board approved budgets and
3-year financial models. These are used to support judgements in the
preparation of the Group's financial statements including the decision on
whether to recognise deferred tax assets and for the Group's going concern
assessment.
(d) Goodwill and other intangible assets
Judgement is required in the annual impairment test of goodwill to ascertain
if there are any signs of impairment. This test covers the future discounted
cash flow performance against the carrying value of the Goodwill. In addition
goodwill is valued with reference to the assessed fair value of the cash
generating unit to which it relates. The Group values other intangibles based
on the following:
· Customer contracts have been valued by taking an average length of
contract multiplied by an average margin per month. A discount rate has been
applied to the calculated value to reflect
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
Accounting Policies (continued)
Critical accounting judgements and key areas of estimation uncertainty
(continued)
customer churn and doubtful debts. The margin and applied discount will vary
dependant on the customer base which factors in location, economy and history
of the previous business. The contract value will be reviewed annually for
impairment.
· Intellectual property based on estimated fair value
· Capitalisation of internal staff for development of systems and
major projects is calculated on a time basis and charged to intangible assets
and amortised over the agreed policy in place for such assets.
(e) Trade and other receivables
Judgement is required in ascertaining the collectability of debt and
impairment provisions are made accordingly. Impairment is determined on the
age of the debt and suitable provisions are then provided where appropriate.
(f) Contingent Liabilities/Provisions
Judgement is required in ascertaining the carrying value of any provisions or
contingent liabilities where there is support is available, but uncertainty as
to the amount that will ultimately be settled. Any provisions are estimated
based on facts relevant at the reporting date and reported in the relevant
sections of the notes to the accounts. Such estimates are considered
inherently uncertain and outcomes may ultimately differ materially from the
provision made. Where no provision has been made but an outflow of economic
benefit remains possible, a contingent liability is disclosed. The distinction
between probable and possible is a matter of the Directors' judgement.
(g) Recoverable value of investments in subsidiaries and amount due from
group undertaking
If expected future cash flows cannot be reliably measured or are lower than
the assessed fair value of investments in subsidiaries and amounts owed from
group undertakings, then the fair value amount is recognised as the carrying
value. The assessment of fair value (less costs to sell) is made with
reference to assumptions around enterprise value and any adjustment to derive
an equity value. Such estimations are inherently uncertain and may ultimately
materially differ from carrying values recognised in the financial statements.
(h) Recoverable value of deferred tax assets
Judgement is required to assess how probable it is that taxable profits will
be available against which historic tax losses can be utilised. The extent of
tax losses and timing of release is an estimate and may materially differ.
(i) Fair value measurement
A number of assets and liabilities included in the Group's financial
statements require measurement at, and/or disclosure of, fair value. The fair
value measurement of the Group's financial and non-financial assets and
liabilities utilises market observation inputs and data as far as possible.
Inputs used in determining fair value measurements are categorised into
different levels based on how observable the inputs used in the valuation
technique utilised are (the 'fair value hierarchy'):
· Level 1: Quoted prices in active markets for identical items
(unadjusted)
· Level 2: Observable direct or indirect inputs other than Level 1
inputs
· Level 3: Unobservable inputs (i.e. not derived from market data
The classification of an item into the above levels is based on the lowest
level of the inputs used that has a significant effect on the fair value
measurement of the item.
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
A key judgement made by the Directors is in assessing the degree of
reliability of valuation indicators. In making a determination of the
appropriate fair value at which to recognise equity investments, valuation is
based on the most reliable indicators identified
2. Continuing Operations Revenue 2024 2023
£'000 £'000
Recurring revenue - airtime 68 113
Recurring revenue - other - 5
Loan Notes income 173 165
Other non recurring revenue 455 385
696 668
Other non recurring revenue includes the sale of stock, routers, service
recharges and the sale of IP addresses. Such service recharges are set out in
note 24. Given the changing nature of the new products in the Group, from time
to time, the Group will have retained IP addesses from churned customers that
result in being sold, but less regularly. These IP address are in general
purchased with new customers, when activated, which in part represent the cost
base to serve the customers, and is normal on-going trading.
The loan notes income is interest from investments held with Quickline which
is not considered sufficiently material to warrant disaggregation.
Segmental split of Continuing Operations Revenue:
The Group's continuing operations are located in New Zealand and the UK with
the head office located in the United Kingdom. The assets of the Group, cash
and cash equivalents, are split across each of the regions, with the
non-current assets shown below.
The Group currently has two reportable segments - provision of broadband
services in New Zealand and distribution of Starlink hardware - and
categorises all revenue from operations to the segment. The chief operating
decision maker is the Chief Executive Officer. The Group's revenue from
external customers, and the non-current assets by geographical location is
detailed below:
External revenue by Non-current assets by
location of customer location of assets
2024 2023 2024 2023
£'000 £'000 £'000 £'000
United Kingdom 628 534 6,201 6,078
Rest of World 68 134 17 37
696 668 6,218 6,115
In order to present relevant information, non-current assets by location have
been re-presented for the purposes of this note only, so as to compare the
continuing revenue as analysed by region.
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
3. Profit from Group Operations
Continuing operations Discontinued operations
2024 2023 2024 2023
£'000 £'000 £'000 £'000
The profit has been arrived at after charging/(crediting) the following:
Depreciation of property plant & equipment - owned assets (Note 10) 72 69 225 621
Depreciation of property plant & equipment - ROU assets (Note 10) 9 28 627 684
Amortisation of intangible assets (Note 11) 18 18 1,362 1,676
Impairment charges - - - 2,230
Wages & salaries and social security costs (Note 5) 892 1,582 2,490 4,068
Profit on disposal of Fixed Assets - - - (39)
Impairment of Fixed Assets - - - 328
Foreign exchange movement (gain) / loss 72 32 623 201
Pension costs (Note 5) 28 39 190 220
4. Auditor's Remuneration 2024 2023
£'000 £'000
Audit services
Fees payable to the Group's auditor for the audit of the Group's
annual accounts 88 81
Fees payable to the Group's auditor for other services:
Other services 9 8
97 89
5. Staff Costs
The aggregate remuneration of all employees (including directors), for
continuing and discontinued
operations comprised:
Continuing operations Discontinued operations
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Wages and salaries 777 1,359 2,211 3,588
Social security costs 87 184 89 260
Pension costs 28 39 190 220
892 1,582 2,490 4,068
The average monthly number of people (Including the Executive Directors)
employed during the year by category of employment were as follows, including
the staff employed by the discontinued operations:
Continuing operations Discontinued operations
2024 2023 2024 2023
Operating staff - - 38 10
Sales Staff 1 1 8 4
Management and administrative staff 8 11 14 4
9 12 60 18
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
2024 2023
6. Directors' Remuneration
£'000 £'000
Salaries 488 458
Benefits 8 8
Pension costs 11 11
507 477
The highest paid director's aggregate remuneration was £370k (2023: £326k)
including pension contributions of £9k (2023: £11k). Details of directors'
remuneration, including pension contributions, are set out in the Directors'
Report on page 37. The salaries include bonuses of £0.1m (FY23: Nil) charged
to discontinued operations.
7. Finance Costs 2024 2023
£'000 £'000
Bank interest payable 551 227
Other interest 127 -
Lease interest expense 2 1
Total interest payable 680 228
Other finance costs 5 1
Total finance costs 685 229
Interest payable on the Revolving Credit Facility is 8.10% (FY23: 3.40%) +
SONIA (Sterling Overnight Index Average) (FY23: SONIA). Interest paid in the
year amounts to £0.6m (FY23: £0.2m)
Total interest payable was borne by continuing operations £685k (FY23:
£229k) and discontinued operations £150k (FY23: £58k) as per note 13.
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
2024 2023
8. Taxation
a) Tax (credit) / charge for the year £'000 £'000
UK Corporation tax - -
Overseas corporation tax - discontinued operations (476) -
Overseas corporation tax - continued operations 1 -
Deferred tax (credit) / charge - discontinued operations (227) (529)
Current tax (credit) / charge (702) (529)
b) Tax reconciliation
The taxation credit on the loss for the year differs from the amount computed
by applying the corporation tax rate to the loss before tax for the following
reasons:
2024 2023
£'000 £'000
Loss on ordinary activities before tax (3,137) (5,230)
Tax at UK corporation tax rate of 25% (2023: 23.01%) (784) (1,203)
Tax effect of expenses that are not deductible in determining taxable profit 844 404
Adjustment for prior periods (468) -
Temporary timing differences 2 (98)
Deferred tax not recognised (1) 361 738
Foreign tax rate differences (657) (370)
Changes in deferred tax rate - -
Tax (credit) / charge at effective tax rate for the year (702) (529)
(1) Note that deferred tax assets on losses have only been recognised to the
extent they are considered recoverable in the foreseeable future.
c) Deferred Tax
The deferred tax included in the balance sheet as per note 19, is as follows: 2024 2023
£'000 £'000
Deferred tax asset 981 800
Deferred tax liability (576) (616)
405 184
Deferred tax is recognised only for the Australian disposal group with all
balances being included in Assets held for sale and Liabilities associated
with assets classified as held for sale.
Factors affecting future tax charges
There are no factors affecting future tax charges.
There were unused tax losses of £13.1m at 30 November 2024 (£12.1m at 30
November 2023). A deferred tax liability relating to timing differences has
been recognised. A deferred tax asset of £1.0m has been recognised
in Australia which includes carried forward tax losses at the applicable local
tax rate of £0.6m (2023: £0.5m). See note 20 for further details. No
deferred tax asset is recognised in the UK due to the uncertainty surrounding
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
utilisation of existing tax losses against future taxable profits.
9. Earnings / (Loss) Per Share
Basic earnings per share is calculated by dividing the loss attributable to
shareholders by the weighted average number of ordinary shares in issue during
the year.
30 November 2024
Weighted
Average Per Share
Profit/(Loss) Number of Amount
£'000 Shares Pence
Basic and diluted EPS - Loss attributable to shareholders (4,924) 58,610,072 (8.4)
Add back loss from discontinued operations 1,786
Add back exceptional costs 1,144
Adjusted Loss attributable to shareholders from continuing operations (1,994)
Add back amortisation and impairment of intangible assets 18
Adjusted and Diluted EPS - Adjusted Loss attributable to shareholders from
continuing operations(1)
(1,976) 58,610,072 (3.4)
30 November 2023
Weighted Average
Per Share
Profit/(Loss) Number of Amount
£'000 Shares Pence
Basic and diluted EPS
Basic EPS - Loss attributable to shareholders (4,701) 58,524,645 (8.0)
Add back loss from discontinued operations 2,492
Add back exceptional costs 1,490
Adjusted Loss attributable to shareholders from continuing operations
(719)
Add back amortisation and impairment of intangible assets 18
Adjusted EPS - Adjusted Loss attributable to shareholders from continuing
operations(1)
(701) 58,524,645 (1.2)
Diluted EPS - Loss attributable to shareholders (4,701) 58,820,176 (8.0)
Adjusted Diluted EPS - Adjusted Loss attributable to shareholders from
continuing operations as above
(701) 58,820,176 (1.2)
(1) Non-GAAP alternative performance measurement, the loss attributable to
shareholders from continuing operations is £2.0m (2023: £0.7m loss) after
adding back exceptional costs £1.6m (FY23: £1.5m) and amortisation of
intangible assets £Nil (FY23: £0.3m). Adjusted EPS and adjusted diluted EPS
are alternative non-GAAP performance measures.
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
10. Property, Plant & Equipment - Group
Land Fixtures, Fittings & IT Hardware
& Motor Rental
Buildings Infrastructure & Software Vehicles Stock Total
£'000 £'000 £'000 £'000 £'000 £'000
Cost
At 1 December 2022 861 14,292 1,180 46 372 16,751
Exchange Differences (62) (2,756) (76) (1) (41) (2,936)
Additions 2 739 20 2 78 841
Disposals (49) (2,396) (1) (45) (89) (2,580)
Reclassification as assets held for sale
(158) (9,690) (130) (2) (237) (10,217)
At 30 November 2023 594 189 993 - 83 1,859
Exchange Differences (11) (33) (18) - (4) (66)
Additions - 1,287 143 - 29 1,459
Disposals - (3) (166) - - (169)
Reclassification as assets held for sale
(528) (1,438) (853) - - (2,819)
At 30 November 2024 55 2 99 - 108 264
Accumulated Depreciation
At 1 December 2022 467 12,736 632 26 9 13,870
Exchange Differences (42) (2,598) (53) (1) (1) (2,695)
Depreciation charge 225 810 313 13 41 1,402
Asset impairment - 328 - - - 328
Disposals (44) (2,158) (1) (38) - (2,241)
Reclassification as assets held for sale
(110) (8,980) (92) - (1) (9,183)
At 30 November 2023 496 138 799 - 48 1,481
Exchange Differences (11) (16) (15) - (3) (45)
Depreciation charge 98 553 120 - 46 817
Disposals (2) (151) - - (153)
Reclassification as assets held for sale
(528) (671) (688) - - (1,887)
At 30 November 2024 55 2 65 - 91 213
Net book value
At 30 November 2024 - - 34 - 17 51
At 30 November 2023 98 51 194 - 35 378
Land
&
Fixtures, Fittings &
IT Hardware
Motor
Rental
Buildings
Infrastructure
& Software
Vehicles
Stock
Total
£'000
£'000
£'000
£'000
£'000
£'000
Cost
At 1 December 2022
861
14,292
1,180
46
372
16,751
Exchange Differences
(62)
(2,756)
(76)
(1)
(41)
(2,936)
Additions
2
739
20
2
78
841
Disposals
(49)
(2,396)
(1)
(45)
(89)
(2,580)
Reclassification as assets held for sale
(158)
(9,690)
(130)
(2)
(237)
(10,217)
At 30 November 2023
594
189
993
-
83
1,859
Exchange Differences
(11)
(33)
(18)
-
(4)
(66)
Additions
-
1,287
143
-
29
1,459
Disposals
-
(3)
(166)
-
-
(169)
Reclassification as assets held for sale
(528)
(1,438)
(853)
-
-
(2,819)
At 30 November 2024
55
2
99
-
108
264
Accumulated Depreciation
At 1 December 2022
467
12,736
632
26
9
13,870
Exchange Differences
(42)
(2,598)
(53)
(1)
(1)
(2,695)
Depreciation charge
225
810
313
13
41
1,402
Asset impairment
-
328
-
-
-
328
Disposals
(44)
(2,158)
(1)
(38)
-
(2,241)
Reclassification as assets held for sale
(110)
(8,980)
(92)
-
(1)
(9,183)
At 30 November 2023
496
138
799
-
48
1,481
Exchange Differences
(11)
(16)
(15)
-
(3)
(45)
Depreciation charge
98
553
120
-
46
817
Disposals
(2)
(151)
-
-
(153)
Reclassification as assets held for sale
(528)
(671)
(688)
-
-
(1,887)
At 30 November 2024
55
2
65
-
91
213
Net book value
At 30 November 2024
-
-
34
-
17
51
At 30 November 2023
98
51
194
-
35
378
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
10. Property, Plant & Equipment - Group (continued)
Right of Use assets
Group Property, Plant & Equipment includes the following values for Right
of Use assets
Land Fixtures, Fittings & IT Hardware
&
Buildings Infrastructure & Software Total
£'000 £'000 £'000 £'000
Cost
At 1 December 2022 794 3,892 148 4,834
Exchange Differences (59) (334) (18) (411)
Additions - 379 - 379
Disposals (29) (2,287) - (2,316)
Reclassification as assets held for sale
(158) (1,510) (130) (1,798)
At 30 November 2023 548 140 - 688
Exchange Differences (10) (31) - (41)
Additions 1,287 1,287
Disposals
Reclassification as assets held for sale
(483) (1,396) - (1,879)
At 30 November 2024 55 - - 55
Accumulated Depreciation
At 1 December 2022 422 3,144 46 3,612
Exchange Differences (39) (261) (10) (310)
Depreciation charge 212 444 56 712
Disposals (25) (2,148) - (2,173)
Reclassification as assets held for sale
(110) (1,074) (92) (1,276)
At 30 November 2023 460 105 - 565
Exchange Differences (10) (14) - (24)
Depreciation charge 88 548 - 636
Reclassification as assets held for sale
(483) (639) - (1,122)
At 30 November 2024 55 - - 55
Net book value
At 30 November 2024 - - - -
At 30 November 2023 88 35 - 123
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
11. Intangible Assets - Group
Customer Intellectual
Goodwill Contracts Software Property Total
£'000 £'000 £'000 £'000 £'000
Cost
At 1 December 2022 5,661 5,019 655 985 12,320
Additions - - 9 - 9
Acquisition of customer base - 2,455 - - 2,455
Exchange Difference (197) (478) (74) (65) (814)
Reclassification as assets held for sale
(2,083) - (537) - (2,620)
At 30 November 2023 3,381 6,996 53 920 11,350
Exchange Difference (58) (137) (12) (19) (226)
Additions 560 - 560
Reclassification as assets held for sale
(3,323) (6,859) (548) (901) (11,631)
At 30 November 2024 - - 53 - 53
Accumulated Amortisation
At 1 December 2022 - 4,495 362 30 4,887
Amortisation - 1,491 179 6 1,676
Impairment charges(1) 2,083 147 2,230
Exchange Differences - (398) (53) (10) (461)
Reclassification as assets held for sale
(2,083) - (452) - (2,535)
At 30 November 2023 - 5,588 36 173 5,797
Amortisation - 1,172 207 - 1,379
Exchange Differences - (133) (4) (3) (140)
Reclassification as assets held for sale
- (6,627) (186) (170) (6,983)
At 30 November 2024 - - 53 - 53
Net book value
At 30 November 2024 - - - - -
At 30 November 2023 3,381 1,408 17 747 5,553
(1)Impairment charges are recognised in the discontinued operations. The
carrying value of the goodwill relates to Skymesh and was not impaired at the
year end, with the balance being transferred to assets held for sale.
Annual test for impairment
Under IAS 36, Goodwill is tested annually for impairment, irrespective of
there being any impairment indicators. The impairment calculation is based on
fair value less estimated costs to sell based on the post year end disposal.
The uncertainties regarding the deferred and contingent consideration have
also been considered.
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
12. Investments Group Group Company Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Subsidiaries - - - 25,000
Other equity investments 2,240 2,240 2,240 2,240
Loan notes 3,927 3,755 3,927 3,755
6,167 5,995 6,167 30,995
Opening balance 5,995 5,830 30,995 32,913
Movements during the year:
Investment in subsidiary - - - 4,040
Loan note interest 172 165 172 165
Impairment charge - - (2,400) (5,956)
Reclassified as held for sale - - (22,600) (167)
6,167 5,995 6,167 30,995
The following table set out the valuation techniques used in determination of
fair values, including the key inputs used:
Item Valuation approach and inputs used
Investment in loan notes due from QCL Midco Limited The loan notes constitute an investment in debt not held for trade purposes
and has been recognised and measured under the amortised cost method with
interest income accrued aggregated to the investment balance
Investment in the equity of QCL Topco Limited Other equity investment represents the Company's interest in the equity of QCL
Topco Limited, which is measured at the transaction cost on disposal during
the year ended 30 November 2021. Having considered the prospects of the
business, its financial results and position, further fundraises and the
corresponding impact of dilution, no material change in the fair value of the
investment has been identified.
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
______________________________________________________________________________________
12. Investments (continued)
Subsidiary Undertakings
Address & Country of Incorporation Class of Share Parent Company No of Shares % held by parent
SkyMesh Pty Ltd Level 14, Waterfront Place, 1 Eagle Street, Brisbane, QLD, Australia Ordinary Bigblu Broadband plc 20,898,680 of £0.196 each 100%
BorderNET Internet Pty Ltd Level 14, Waterfront Place, 1 Eagle Street, Brisbane, QLD 4006, Australia Ordinary SkyMesh Pty Ltd 2,863,105 of £0.09 each 100%
Brdy Broadband Limited Tompkins Wake, Level 11, 41 Shortland Street, Auckland, 1140, New Zealand Ordinary Bigblu Broadband PLC 100 of NZ$1 each 100%
On 23 December 2024 Skymesh Pty Ltd and BorderNet Internet Pty Ltd were sold
to SKM Telecommunications Pty Ltd (SKM). Post the transaction BBB retains a
material stake in SKM of 33.9% (undiluted) and c30.0% on a fully diluted basis
(assuming Strategic Investor Options and Employee Options are exercised in
full).
13. Discontinued operations
In May 2024, following a full market exercise undertaken by independent
advisors, the Group completed the Management Buy Out (MBO) of the business by
local management, supported by Andrew Walwyn. The Board believed that this
disposal was in the best interests of shareholders having regard to the
challenges it faced in the turnaround of the Norwegian business as well as the
potential need for further cash investment in the region to grow its Nordic
operations. In addition, the disposal of the Norwegian business allowed the
Board to reduce annualised central costs by c.£0.4m (including the costs
associated with Andrew's position as CEO).
The disposal of the Australian business SkyMesh Pty Ltd was completed in
December 2024 and conditionally agreed at the Balance sheet date. Accordingly,
as per the conditions laid out in IFRS 5 (Non-current Assets Held for Sale and
Discontinued Operations) the financial results of that subsidiary for the year
ended November 2024 are treated as a discontinued and its net assets at the 30
November 2024 are classified in the consolidated statement of financial
position as assets and liabilities held for sale.
The Disposal Groups
Group financial information for 2024 is set out below for the disposal groups.
2023 comparative information in the Financial Statements has been adjusted to
reflect the revised split of activities between continuing and discontinued
operations.
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
_________________________________________________________________________________________
13. Discontinued operations (continued)
Financial performance and cash flow information - Norway disposal group
Group
2024 2023
£'000 £'000
Revenue 1,644 4,157
Expenses (1,810) (7,420)
Loss before tax (166) (3,263)
Taxation on operations - -
Loss after tax of discontinued operations (166) (3,263)
Loss on sale of the subsidiary after tax (see below) (664) -
Loss from discontinued operations (830) (3,263)
Net cash (outflow) / inflow from operating activities (461) 830
Net cash outflow from investing activities (161) (424)
Net cash inflow / (outflow) from financing activities 501 (408)
Net cash outflow from discontinued operations (121) (2)
Details of sale of subsidiary
Carrying amount of net assets sold (520)
Expenses of sale (144) -
Loss on sale after tax (664) -
Assets and liabilities of disposal group held for sale
2024 2023
£'000 £'000
Assets disposed of May 24 / Nov 23: classified as held for sale
Property, plant and equipment 912 1,034
Intangible assets 62 85
Inventory 417 615
Cash 384 505
Trade receivables 557 67
Other receivables 81 210
Total assets of disposed of May 24 / Nov 23: classified as held for sale 2,413 2,516
Liabilities directly associated with assets disposed of May 24 / Nov 23:
classified as held for sale
Trade payables (728) (1,066)
Lease liabilities (385) (573)
Other payables (779) (710)
Total liabilities directly associated with assets disposed of May 24 / Nov 23:
liabilities of disposal group held for sale
(1,892) (2,349)
The cumulative foreign exchange losses recognised in other comprehensive
income in relation to the
Norway discontinued operation as at 30 November 2024 were £Nil (FY23:
£0.7m).
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
____________________________________________________________________________________________
13. Discontinued operations (continued)
Financial performance and cash flow information - Australia disposal group
Group
2024 2023
£'000 £'000
Revenue 22,183 25,269
Expenses (23,842) 25,027
Profit / (Loss) before tax (1,659) 242
Taxation on operations 703 529
Profit / (Loss) after tax of discontinued operations (956) 771
Net cash (outflow) / inflow from operating activities (1,565) 3,182
Net cash outflow from investing activities (143) (2,645)
Net cash outflow from financing activities (578) (174)
Net cash outflow from discontinued operations (2,286) 363
Assets and liabilities of disposal group held for sale
2024 2023
£'000 £'000
Assets classified as held for sale
Property, plant and equipment 933 -
Intangible assets 4,648 -
Deferred tax asset 981
Inventory 29 -
Cash 1,081 -
Trade receivables 1,424 -
Other receivables 870 -
Total assets of disposal group held for sale 9,966 -
Liabilities directly associated with assets classified as held for sale
Trade payables (2,867) -
Deferred Tax Liability (576)
Lease Liabilities (770)
Other payables (1,647) -
Total liabilities of disposal group held for sale (5,860) -
The cumulative foreign exchange gains /(losses) recognised in other
comprehensive income in relation to the Australia discontinued operation as at
30 November 2024 were £0.5m (FY23: (£0.4m) loss).
As at 30 November there was a carrying value of £24.8m (Investment £17.9m,
intercompany £6.3m and working capital £0.6m) relating to net assets held
for sale in the Parent company.
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
___________________________________________________________________________________________
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
___________________________________________________________________________________________
14. Cash and cash equivalents
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Cash and bank accounts 1,107 3,287 28 354
Cash in escrow - restricted cash - 850 - -
Less: cash classified as asset held for sale
(1,081) (505) - -
26 3,632 28 354
Escrow cash was held by a third party as at 30 November 2023 on behalf of the
Group for a completed sales transaction relating to the sale of IP address.
These funds were remitted on 1 December 2023 as cleared funds.
15. Inventory
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Finished goods 561 111 516 -
There is no material difference between the amounts stated above and
replacement cost.
Write down of inventories to net realisable value amounted to £27k (2023:
£29k) all related to discontinued operations. £Nil (FY23: £11k) was
recognised as an expense during the year, included in expenses of the disposal
group. There were no such write downs in the parent company.
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
_____________________________________________________________________________________________
16. Trade and other receivables
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Trade receivables 244 1,432 220 112
Other receivables 1,012 830 1,011 -
Prepayments and accrued income 40 568 34 230
Amounts due from discontinued operations - - - 1,796
1,296 2,830 1,265 2,138
Movement in provision for impairment of receivables
2024 2023
Individually impaired £'000 £'000
As at 1 December 2023 165 124
Charged to Income statement - continuing business 300 483
Charged to Income statement - discontinued operations 63 66
Utilised (223) (480)
Reclassified as asset held for sale
(7) (28)
As at 30 November 2024 298 165
No interest is charged on receivables. Trade receivables are provided based on
estimated irrecoverable amounts from the sale of goods and services,
determined by reference to past default experience and the likelihood of
recovery as assessed by the directors.
Included in the Group's trade receivable balance are balances with a
pre-provision carrying amount of £415k (2023: £452k) which are past due at
the reporting date. The directors consider that the carrying amount of trade
receivables approximates to their fair value.
0-3 3-6 months due £'000 Over 6 months due £'000
Current months due Total
£'000 £'000 £'000
As at 30 November 2024
Gross trade receivables 262 181 74 25 542
Loss provision 47 166 60 25 298
Expected loss rate 18% 91% 81% 100%
As at 30 November 2023
Gross trade receivables 757 538 227 75 1,597
Loss provision 0 14 113 38 165
Expected loss rate 0% 3% 50% 50%
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
____________________________________________________________________________________________
17. Trade and other payables
Group Group Company Company
2024 2023 2024 2023
Current £'000 £'000 £'000 £'000
Trade payables 368 5,790 363 127
Other taxes and social security 385 564 382 259
Other payables 11 233 - -
Accruals and deferred income 565 1,013 553 541
Lease liabilities - 143 - 13
1,329 7,743 1,298 940
Trade payables principally comprise amounts outstanding for trade purchases
and ongoing costs. The average creditors days taken for trade purchases is 68
days (2023: 70 days). The Group has financial risk management policies in
place to ensure that all payables are paid within the credit time frame. The
directors consider that the carrying amount of trade and other payables
approximates to their fair value.
The Group recognises provisions in the relevant year's balance sheet based on
estimates relating to certain outcomes. Discussions around specific claims and
warranties from previous disposal transactions are still ongoing. As in 2023,
the provisions as at 30 November 2024 are uncertain, however are expected to
be utilised within the next 12 months following the end of the financial year,
to cover any such costs.
The breakdown of the provisions carrying value is as follows:
Group Group
and Company and Company
2024 2023
£'000 £'000
Other provisions 685 685
Total provisions 685 685
Movements in the provision during the year were as follows:
Group Group
and Company and Company
2024 2023
£'000 £'000
Carrying amount at start of year 685 685
Utilised during the year - -
Total provisions 685 685
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
18. Loans
Group Group
and Company and Company
2024 2023
£'000 £'000
Balance at start of year 2,100 -
Bank loan received during the year 4,400 2,100
Balance at year end 6,500 2,100
During 2024 the unsecured Revolving Credit Facility (RCF) was reduced from
£10m to £8.5m. As at 30 November 2024 the company drew down £6.5m against
the RCF (FY23: £2.1m drawn down). The revolving credit facility is subject to
a fixed charge over the company's assets, as registered at Companies House.
The RCF loan was repaid in full in December 2024.
Interest payable on the Revolving Credit Facility is 8.10% (FY23: 3.40%) +
SONIA (Sterling Overnight Index Average) (FY23: SONIA). Interest paid in the
year amounts to £0.7m (FY23: £0.2m).
The facility with Santander was repaid from the proceeds of the Australian
sale in December 2024. Including interest and charges this was £6.9m.
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
____________________________________________________________________________________________
19. Deferred Taxation
2024 2023
£'000 £'000
At 1 December (184) 343
Exchange differences 6 2
Charged/(Credited) to the Statement of Comprehensive Income (227) (529)
At 30 November (405) (184)
Deferred tax is provided as follows:
Arising on business combinations (576) (615)
Pensions and accruals 401 291
Tax losses 580 508
405 184
Geographical split of deferred tax asset/(liability):
Rest of the World deferred tax asset 981 800
Rest of the World deferred tax liability (576) (616)
405 184
All the deferred tax movements during the year and balances as at November
2024 are in respect of the Australia disposal group and are included in Assets
Held for Sale and Liabilities Related to Assets Held for Sale (see note 13).
No deferred taxation asset or liability is included in the parent company
statement of financial position.
20. Share Capital No. of Share Share
Shares Capital Premium
No. £ £
At 30 November 2023 58,551,487 8,782,721 8,608,264
Shares issued in the year
Shares issued at 15p each 295,531 44,330 -
At 30 November 2024 58,847,018 8,827,051 8,608,264
All shares issued during the year were as a result of share option exercises
generating a total value of £44k. Split as follows:
In September 2024 a former employee purchased 163,873 and Frank Waters
purchased 131,658 shares for a consideration of £44,330 (Nominal value of
£0.15 pence per share) all relating to Share Capital.
All issued share capital is fully paid up. All ordinary shares have a par
value of £0.15.
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
_________________________________________________________________________________________________
20. Share Capital No. of Share Share
Shares Capital Premium
No. £ £
At 30 November 2023 58,551,487 8,782,721 8,608,264
Shares issued in the year
Shares issued at 15p each 295,531 44,330 -
At 30 November 2024 58,847,018 8,827,051 8,608,264
All shares issued during the year were as a result of share option exercises
generating a total value of £44k. Split as follows:
In September 2024 a former employee purchased 163,873 and Frank Waters
purchased 131,658 shares for a consideration of £44,330 (Nominal value of
£0.15 pence per share) all relating to Share Capital.
All issued share capital is fully paid up. All ordinary shares have a par
value of £0.15.
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
_________________________________________________________________________________________________
21. Other Capital Reserves - Group
Listing cost reserve
The listing cost reserve arose from expenses incurred on AIM listing.
Foreign exchange translation reserve
The foreign exchange translation reserve is used to record exchange difference
arising from the translation of the final statements of foreign operations.
Share option reserve
The share option reserve is used for the issue of share options during the
year and charges relating to previously issued options.
Reverse acquisition reserve
The reverse acquisition reserve relates to the reverse acquisition of Bigblu
Operations Limited (Formerly Satellite Solutions Worldwide Limited) by Bigblu
plc (Formerly Satellite Solutions Worldwide Group plc) on 12 May 2015.
Share premium
Share premium represents the excess consideration over nominal value net of
issue costs and amounts to £8.6m (2023: £8.6m).
Capital redemption reserve
The capital redemption reserve relates to the cash redemption of the bonus B
shares issued in order to return c.£26m to ordinary shareholders.
22. Lease Arrangements
The Group as Lessee
Continuing operations
2024 2023
£'000 £'000
Depreciation of ROU assets
Land & buildings 9 28
Fixtures, fittings & infrastructure - -
9 28
Interest expense (included in finance cost) 1 1
The total cash outflow for leases in the continuing operations was £15k
(2023: £29k).
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
23. Related Party Transactions
Management charges from Parent to the other Group companies
During the year the Company made management charges on an arm's length basis
to its subsidiaries amounting to £1.4m (FY23: £1.6m) receivable, which
eliminates on consolidation.
As part of the reductions in the headcount within PLC the Company entered into
certain service contracts with Brdy Broadband Limited ("BRDY"), a company of
which Andrew Walwyn is a director (the "BRDY Contracts"). The BRDY Contracts
are summarised below:
Licence Agreement
The Company has agreed to grant a licence over certain trademarks to BRDY in
relation to the Brdy brand. In consideration for the rights granted by the
Company to BRDY, BRDY has agreed to pay the Company a notional annual license
fee for each period of usage for £29k (FY23: £12k).
Service Agreement - Company to BRDY
The Company has entered into a service agreement with BRDY. The services
provided by the Company to BRDY include legal and corporate finance support,
IT, marketing, and certain Executive support services (the "Services"). Costs
and expenses are charged on a time and material basis based on the time spend
by individuals performing the Services. This equated to £226k in the last
financial year (FY23: £118k).
Service Agreement - BRDY to Company
In addition, the Company has entered into a further service agreement with
BRDY. The services provided by BRDY to the Company primarily include finance,
IT and tech support (the "BRDY Services"). Costs and expenses are charged on a
time and material basis for the time spend by individuals performing the BRDY
Services. This equated to £308k in the last financial year (FY23: £73k).
Products
In the normal course of events the Company has entered into reseller
agreements with BRDY for certain broadband products sold by the Company (the
"Products"). This equated to £299k in FY24 (FY23: £10k).
Post the disposal of the Norwegian operations these services reduced alongside
further BBB rationalisations. In addition, at the 30 November there was a net
debtor due to BBB by BRDY of £421k (FY23: £101k), with £278k provided as a
bad debt provision. There was also a net debtor due to BBB from the Norwegian
operations of £37k (FY23: £5k).
Remuneration of key management personnel
The remuneration of the directors, and the key management personnel of the
continuing Group, is set out below in aggregate for each of the categories
specified in IAS 24 Related Party Disclosures.
2024 2023
£'000 £'000
Short-term employment benefits 496 466
Pension costs 11 11
507 477
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
____________________________________________________________________________________________
24. Share-Based Payments
Employee Share Options
The Group has in place share option schemes for employees of the Group.
Options are exercisable at the price agreed at the time of the issue of the
share option. The performance conditions vary between employees. If the
options remain unexercised after a period of 5 years from date of grant (10
years for Executives) the options expire. Options are forfeited if the
employee leaves the Group before the options vest unless agreed by the Board.
Details of the share options outstanding during the year are as follows:
2024 2023
Number of Weighted Number of Weighted
Share Options Average Exercise price Share Average Exercise price
Options
Outstanding at beginning of year
518,804 38.54p 685,050 35.74p
Exercised during the year (295,531) 15.00p (129,415) 24.66p
Cancelled during the year - - (36,831) 32.24p
Outstanding at end of year 223,273 38.54p 518,804 38.54p
Exercisable at end of year 223,273 38.54p 518,804 38.54p
The options outstanding at 30 November 2024 had a weighted average exercise
price of 38.54p (2023: 38.54p), and a weighted average remaining contractual
life of 3.0 years (2023: 4.0 years).
No new options were granted during the year (2023: Nil).
Long Term Incentive Plan
During 2018 an executive long-term incentive plan (LTIP) was put in place
following consultation with a number of shareholders with performance criteria
based on 2 key metrics: 50% based on how the BBB share price performs and 50%
based on how BBB performs against a basket of similar companies. It was agreed
that awards would be considered annually by the Remuneration committee and
post the Disposal all such schemes including Management Incentive Plans would
be reviewed for appropriateness.
Awards are granted annually as part of a formal, annual, grant policy:
· within six weeks following the announcement of results; or
· when exceptional circumstances exist (e.g. the normal grant is
delayed for some reason or an out of policy award needs to be granted).
The maximum term of options granted under the LTIP is 10 years from grant
date. Expiry dates range from May 2028 to October 2029. At 30 November 2024
there were a total of 223,373 options outstanding, with an exercise price of
38.54p. Options are settled by issue of equity in exchange for cash
Detailed Plan Rules
The Plan was issued for the first time in 2018 and the remuneration committee
of the Board of the Company shall have the right to decide, in its sole
discretion, whether or not further awards will be granted in the future and to
which employees those awards will be granted. The rules were clear that grants
were
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
____________________________________________________________________________________________
24. Share-Based Payments (continued)
at the discretion of the Board including TSR (Total Shareholder Return)
considerations that needed to be taken into account before further awards
could be made.
Expected volatility was determined by assessing the movements of the share
price since the readmission to AIM in May 2015.
Other Employee Options
The maximum term of options granted under other schemes is 10 years from date
of grant, with the average term remaining 3 years. This term applies to all of
the 223,273 options vested as at 30 November 2023 with anticipated lapse dates
ranging between March 2026 and March 2027. Options are settled by issue of
equity in return for cash.
The Group recognised total expenses of Nil (2023: £Nil), related to
equity-settled share-based payment transactions.
Non-Employee Options
Previously BGF owned c.4.5m shares in BBB, as well as options over 4.9m shares
at an exercise price of 68.5p, expiring in May 2024. In addition, during the
year ended 30 November 2020, BBB granted BGF an additional 1.8m options at an
exercise price of 90p expiring May 2024. As at 30 November 2024 these options
had expired.
25. Financial Risk Management
Background
In common with all other businesses, the Group is exposed to risks that arise
from its use of financial instruments. This note describes the Group's
objectives, policies and processes for managing those risks and the methods
used to measure them. Further quantitative information in respect of these
risks is presented throughout the financial statements. The "financial
instruments" which are affected by these risks comprise borrowings, cash and
liquid resources used to provide finance for the Group's operations, together
with various items such as trade debtors and trade creditors that arise
directly from its operations, inter-company payables and receivables, and any
derivatives transactions (such as interest rate swaps and forward foreign
currency contracts) used to manage the risks from interest rate and currency
rate volatility.
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group's risk
management objectives and policies and, whilst retaining ultimate
responsibility for them, it has delegated the authority for designing and
operating processes that ensure the effective implementation of the objectives
and policies to the Group's finance function. The Board receives monthly
reports through which it reviews the effectiveness of the processes put in
place and the appropriateness of the objectives and policies it sets. The
overall objective of the Board is to set policies that seek to reduce risk as
far as possible without unduly affecting the Group's competitiveness and
flexibility. Further details regarding these policies are set out below:
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
25. Financial Risk Management (continued)
Capital risk management
The Group manages its capital to ensure it will be able to meet their
financial obligations as they arise while maximising the return to
stakeholders. The capital structure of the Group consists of cash and cash
equivalents and equity attributable to equity holders of the parent,
comprising issued capital, reserves and retained earnings as disclosed in
Notes 20 to 21.
Credit risk
The Group's principal financial assets are bank balances and cash, trade and
other receivables and investments. The Group's exposure to credit risk is
primarily attributable to its trade receivables. Credit risk is managed
locally by the management of each business unit. Prior to accepting new
customers, credit checks are obtained from reputable external sources. The
amounts presented in the balance sheet are net of allowance for doubtful
receivables (see note 16 for more details). An allowance for impairment is
made where there is an identified loss event which, based on previous
experience, is evidence of a reduction on the recoverability of the cash
flows. The credit risk on liquid funds and derivative financial instruments is
limited because the counterparties are banks with low credit risk assigned by
international credit-rating agencies. The Group has no significant
concentration of credit risk, with exposure spread over a large number of
counterparties and customers. The Group has no significant concentration of
credit risk, other than with its own subsidiaries, the performances of which
are closely monitored. The Directors confirm that the carrying amounts of
monies owed by its subsidiaries approximate to their fair value.
Liquidity risk
Liquidity risk arises from the Group's management of working capital and the
finance charges and principal repayments on its debt instruments. It is the
risk that the Group will encounter difficulty in meeting its financial
obligations as they fall due. The Group's policy is to ensure that it will
always have sufficient cash to allow it to meet its liabilities when they
become due. To achieve this aim, the cash position is continuously monitored
to ensure that cash balances (or agreed facilities) meet expected requirements
for a period of at least 90 days. The Board monitors annual cash budgets and
updated forecasts against actual cash position on a monthly basis. At the
balance sheet date, these projections indicated that the Group expected to
have sufficient liquid resources to meet its obligations under all reasonably
expected circumstances. The maturity of financial liabilities is detailed in
Note 17.
Market risk
Market risk arises from the Group's use of interest bearing and foreign
currency financial instruments. It is the risk that the fair value of future
cash flows of a financial instrument will fluctuate because of changes in
interest rates (interest rate risk) or foreign exchange rates (currency risk).
Interest rate risk
The Group finances its operations through a mixture of retained profits,
equity capital and bank facilities, including hire purchase and lease finance.
The Group borrows in the desired currency at floating or fixed rates of
interest and may then use interest rate swaps to secure the desired interest
profile and manage exposure to interest rate fluctuations.
Borrowings contractual maturities and effective interest rate analysis
In respect of interest bearing financial liabilities, the table in note 18
indicates the undiscounted amounts due for the remaining contractual maturity
(including interest payments based on the outstanding liability at the year
end) and their effective interest rates. The ageing of these amounts is based
on the earliest dates on which the Group can be required to pay. The Santander
Facility is reported quarterly to the bank in the form
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
25. Financial Risk Management (continued)
of convenant compliance reporting, which monitors actuals performance by a
number of specific monetary measurements.
Non-interest bearing liabilities
Details of trade and other payables falling due within one year are set out in
Note 18.
Currency risk
The main currency exposure of the Group arises from the ownership of its
subsidiaries in Europe and Australia. It is the Board's policy not to hedge
against movements in the Sterling/Australian Dollar, Sterling/Norwegian Kroner
and Sterling/Euro exchange rate.
Other currency exposure derives from trading operations where goods and
services are exported or raw materials and capital equipment are imported.
These exposures may be managed by forward currency contracts, particularly
when the amounts or periods to maturities are significant and at times when
currencies are particularly volatile.
Trading
It is, and has been throughout the period under review, the Group's policy
that no trading in financial instruments shall be undertaken.
26. Financial instruments
The Group has the following financial instruments including those classified
as held for sale:
Group Group Company Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Financial assets
Cash & cash equivalents 1,106 4,137 28 354
Trade receivables 1,668 1,499 220 112
Amounts owed by group undertakings - - 6,927 2,051
Other receivables 1,732 840 1,011 -
Total 4,506 6,476 8,186 2,517
Financial liabilities
Trade payables 3,235 6,856 363 127
Other creditors 1,474 281 - -
Loans 6,500 2,100 6,500 2,100
Total 11,209 9,237 6,863 2,227
The carrying value of financial instruments is a reasonable approximation of
fair value due to the short-term maturities of these instruments. In additon,
there is a loan note instrument with QCL held at amortised cost of £3.9m
(FY23: £3.8m)
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
27. Post Balance Sheet Events
Disposal of SkyMesh Pty Ltd
As previously announced, on 23 December 2024 the Group completed its disposal
of Skymesh for a total consideration of up to AUD$50.2m (c£25.0m) of which
AUD$43.3m was received on completion (AUD$30m (£14.9m) paid in cash and
AUD£13.3m (£6.6m) through the issue of new shares in SKM Telecommunication,
the acquirer of Skymesh). Additional cash consideration could be received by
the Group on the first anniversary of the disposal on the following basis:
(i) 13.7% of the Headline Price (c.AUD$6.9mn (c£3.5m)); plus
(ii) a cash amount equal to Skymesh's net profit after tax,
before depreciation and amortisation and unrealised foreign exchange
movements, but including management fees and exceptional items, for the month
of November 2024; plus
(iii) an amount equal to the excess of the Completion Payment
above the Completion Payment Cap if applicable; less
(iv) the balance of the Skymesh customer debt not collected
during the period of 6 months from 1 February 2025 which is greater than 120
days overdue relating to the implementation of the Pathfinder system in July
2023 which resulted in approximately $2,800,000 (the "Pathfinder
Implementation Debt") not being invoiced or slow to be invoiced and the
subsequent delayed collection of such due payments from customers; less
(v) the costs incurred by SKM Telecommunication in undertaking a
recovery program of the Pathfinder Implementation Debt under the direction of
the Company.
Norway Disposal
During the period we announced the disposal of our Norwegian operations for an
equity value of £1 to a team led by local management and Andrew Walwyn. In
addition, which is still to be determined, BBB will entitled to contingent
Consideration as follows:
- If the Norwegian operations;
o in the period between 17 May 2024 and 16 May 2025, achieves an Adjusted
EBITDA of five hundred thousand pounds (£0.5m) or more, BBB will receive
twenty (20) percent of the Adjusted EBITDA for that period, within six months
of the period.
o in the period between 17 May 2025 and 16 May 2026, achieves an Adjusted
EBITDA of one million pounds (£1.0m) or more, BBB will receive twenty (20)
percent of the Adjusted EBITDA for that period, within six months of the
period.
- A deferred consideration was payable of up to NOK 2.3m (c£0.2m) on
the return, or release of the deposit held with networks, or a Trigger Event.
In addition, on the occurrence of a Trigger Event, including a subsequent
disposal or listing, additional consideration shall be payable of 20% of the
proceeds less costs.
In February 25, the Norwegian business subsequently received investment from a
third party with local management rolling their equity and Andrew Walwyn
exiting the business at the transaction date. Following this investment, the
Group was entitled to receive £0.1m proceeds as this investment constituted a
Trigger Event.
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
In addition, following the trigger event BBB plc remains entitled to the
following contingent considerations which have been assumed by Blukom, a
company wholly owned by Andrew Walwyn:
1. Deferred Consideration relating to the Telenor Deposit
2. Contingent Consideration subject to Brdy Norway's EBITDA performance in
FY25 and FY26 financial periods
Repayment of Revolving Credit facilities
Following receipt of the cash due to BBB on completion of the Skymesh
disposal, the Group repaid all its existing Revolving Credit Facilities with
Santander (including all charges and accrued interest) totaling, in aggregate,
£6.9m, in December 2024.
Tender Offer
In addition, in April 2025 the Group returned c£6.1m to Shareholders through
a tender offer of 15.25m shares (representing approximately 26% of the Group's
issued share capital pre the tender offer) at a price of 40p per ordinary
share.
28. Ultimate Controlling Party Note
No one shareholder has ultimate control over the business.
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