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
1
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
2
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
3
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
4
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 EBITDA1 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.
5
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
6
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.
7
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
8
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.
Recurring
revenue,
defined
as
revenue typically generated from the
Group’s
broadband
airtime
contracts, which is typically linked to
contracts
and
monthly
subscriptions.
Total revenue for the continuing
operations
was
£0.7m
(FY23:
£0.7m).
Recurring airtime revenue (revenue
generated from the Company's
broadband airtime) which is typically
linked to contracts, was £0.1m
representing 10% of total revenue
(FY23: 20%).
Revenue Split by
Product
Satellite – Non-
recurring
Satellite -
Recurring
Other services
£0.4m
£0.1m
£0.2m
£Nil
£0.1m
£0.6m
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.
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.
9
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
New Zealand
Central
£0.1m
£0.6m
£0.1m
£0.6m
Revenue split by operating locations
Revenue split by region was in line with
prior year £0.7m (FY23: £0.7m).
ARPU
£36.09
£40.48
Average
revenue
per
unit
is
calculated by dividing total revenues
from all sources by the average
customer base
Lower by 10.8% due in the main to
currency translation.
Distribution
and
Administrative
Expenses
(£2.7m)
(£2.5m)
Distribution
and
Administrative
Expenses
include
amortisation,
depreciation
and
other
non-
recurring items.
Increased during the period by £0.2m to
£2.7m (FY23: £2.5m) due to 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 expense results in the loss
from continuing operations.
Increased in the year by £0.9m mainly
due to increased interest payments
(£0.4m), lower margins £0.1m and
increased staff costs £0.4m due to
restructuring.
Adjusted
EBITDA
LFL1 Adjusted
EBITDA
(£1.0m)
(£0.9m)
(£0.5m)
(£0.5m)
Earnings
before
share
based
payments, depreciation, intangible
amortisation,
impairment
costs,
acquisition costs, one-off employee-
related costs and start-up costs is
the
measure
of
the
Group’s
operating performance.
Adjusted EBITDA loss increased by
£0.5m while like for like Adjusted
EBITDA loss increased by £0.4m. This
increased reflected the lower service
recharges margins.
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.
10
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
New Zealand
Central
£0.1m
(£1.1m)
£0.2m
(£0.7m)
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.
Adjusted
Operating Cash
Flow
(£2.9m)
(£0.8m)
Adjusted Operating cash flow
relates to the amount of cash
generated from the Group's
operating
activities
and
is
calculated
as
follows:
Profit/(Loss) before Tax adjusted
for
Exceptional
Items,
Depreciation,
Amortisation,
Share Based Payments and
adjusting for changes in Working
Capital and non-cash items.
Adjusted operating cash outflow was
£2.9m (FY23: Outflow £0.8m), a
movement of £2.1m YOY, after the
planned stock investment of £2.1m in
the announced Starlink contract as
well as working capital requirements.)
Adjusted Free
Cash Flow
(£3.4m)
(£1.0m)
Adjusted Free cash flow before
exceptional items primarily
related to M&A activities and re
organisations costs post the
disposal of the Norwegian
operations) being cash
(used)/generated by the Group
after investment in capital
expenditure, servicing of debt
and payment of taxes and
excluding items identified as
exceptional in nature.
Adjusted Free cash outflow was
£3.4m (FY23: outflow £1.0m). An
outflow movement of £2.4m YOY is a
direct result of the
investment in Starlink.
Adjusted EPS
(3.4p)
(1.2p)
Adjusted Earnings per share
(EPS) is the Continued
business’s profit/(loss) after tax
before exceptional costs, share
based payments, impairment of
Fixed Assets and deferred tax
adjustments, divided by the
weighted average number of
shares.
The continuing business EPS loss for
the period increased on the previous
year due from £2.2m to £3.1m, with
the discontinued operations loss
reduced from £2.5m to £1.1m. After
removing exceptional items and the
discontinued loss the loss attributable
to shareholders increased from £0.7m
to £2.0m
11
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:
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
as at
30 Nov 2024
Audited
as at
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.
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)
12
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
to
30 Nov 2024
12 months
to
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 items
3
(2,877)
(813)
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 establishment of
network partnerships.
6
(1,144)
(1,490)
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
Less movement in cash
3,632
(2,525)
4,195
(58)
Less discontinued operations cash / cash
equivalents including deposits
(1,081)
(505)
Closing Cash
26
3,632
13
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.
14
Bigblu Broadband plc
Strategic Report
Financial Review (continued)
For the year ended 30 November 2024
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).
Cash and net debt for the overall Group is summarised as follows:
Audited
Audited
12 months to
30 Nov 2024
12 months to
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
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 and discontinued operations
(8.4)
(8.0)
Basic and diluted EPS from continuing operations
(5.4)
(3.8)
15
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
16
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
capacity and
key contract
terms in New
Zealand and
Starlink
The Group is dependent on its ability
to purchase broadband capacity from
satellite in New Zealand as well as
having
the
ability
to
integrate
seamlessly into their systems. The
terms upon which satellite owners sell
such capacity may change to the
Group’s detriment and the Group may
not be able to secure capacity from
the satellite owners with which it
currently deals.
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 Group, its
governments
partners
and
consequently
its
revenues,
its
operational results and its prospects.
The Group’s Continuing operations
depend on continuing service and
support from Starlink that meet market
requirements.
The Board is in regular dialogue with
network providers to ensure appropriate
capacity and products exists in New
Zealand at an affordable price. New
satellites and capacity changes from time
to time, so it is vital the relationship with
the satellite owners in New Zealand,
continues to prosper. We also work
closely with the Network operators on
integrations.
The Board works closely with satellite
owners, as partners, to develop short,
medium and longer-term sales plans,
target opportunities and markets. This
close working relationship ensures that
our activities are goal congruent with our
service providers and our value add to
their business is well understood.
Medium 8
Dependence
on satellite
infrastructure
In the event of the failure of a satellite
the Group may not be able to supply
broadband access to parts of its
customer base, which would have an
adverse impact on the Group’s
relationship with its customers and its
revenues, its operational results, and
its prospects.
Service level agreements exist with
satellite operators whose satellites are
used with mission critical businesses.
Working closely with satellite operators
should help reduce the risk.
Medium 9
17
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,
like
fibre
to
the
premises, improved versions of the
wide area radio network or mesh
radio technologies. In the event that
such technologies become widely
available, the Group’s subscriber
base,
revenues,
results
from
operations and prospects may be
adversely affected.
The Board recognises this risk and
seeks to mitigate it by regular
dialogue in the marketplace with other
solution providers to ensure the
Group’s
offering
is
adjusted
accordingly to meet the market
demands and changing landscape as
evidenced by the contract signed with
Starlink in December 2023.
Medium 9
Government
policy and
increased
investment in
fibre roll-out
Given the importance of digital
connectivity to the economy, it may
be the case that many governments
further invest in fibre roll-out thus
reducing the market size for satellite
and wireless broadband.
We remain confident this will continue
within the jurisdictions in which we
operate, with a fibre offering now
available to our customer base.
Medium 6
System reliance
The Group believes the proprietary
technology platform, Pathfinder, built
on Microsoft technology is a key
contributor
to
the
operational
success of the business as well as
the more localised systems. In the
event of a system failure of the
platform or any other technology or
system operated by a third-party,
short-term
operations
would
be
affected adversely.
Continued
and
sustained
development and testing of the
existing
systems
is
undertaken
regularly. Enhancements are rolled
out during the course of the year to
reduce risks. Additional resources
have been brought into the business
to support the developments.
Medium 9
Dependence on
key executives
The performance of the Group will
depend heavily on its ability to retain
the services of the Board and to
recruit, motivate and retain further
suitably skilled personnel whether
FTE or fractional. The loss of the
services of key individuals may have
an adverse effect on the business,
operations, customer relationships
and results.
The Board will continue to ensure that
the
management
team
are
appropriately incentivised and that
there
is scope
to
appropriately
incentivise new key personnel where
required. The Group operates various
share
option
schemes
and
management incentive plans which
enable employees to benefit from
continued
growth
and
delivering
shareholder returns. It also ensures
that the management team, staff and
shareholders objectives are aligned.
Medium 8
18
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 products may have
vulnerabilities
that
may
be
targeted by attacks specifically
designed to disrupt the Group’s
business and harm its reputation.
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.
The Group have technical staff 9
both
internal
and
seconded)
including
outside
specialist
contractors
who
focus
on
investigation and mitigation of risks
related to fraud and cyber-attacks as
appropriate.
Medium 9
Ineffective
Control
environment
The financial performance of the
Group
depends
on
operating
within a robust control framework.
The key finance team are all
contractors and segregation of
duties is a key control to be
managed.
Reviews are undertaken of key risk
areas
by
third
parties
as
appropriate. The Board are also
working with providers to outsource
the financial reporting effective from
Q3
2025,
reducing
the
risk
associated with contractors.
Medium 6
Force majeure
The Group’s operations now or in
the future may be adversely
affected by risks outside its
control, including space debris
damaging or destroying satellites,
labour unrest, civil disorder, war,
subversive activities or sabotage,
fires, floods, explosions or other
catastrophes,
epidemics,
or
quarantine restrictions.
This continues to be monitored by
the Board with our professional
advisors,
satellite
and
wireless
operators and insurance specialists.
Medium 6
Foreign Exchange Rate
Volatility
The geographic spread of the
Group means that financial results
are affected by movements in
foreign exchange rates. The risk
presented by currency fluctuations
may affect business forecasting
and create volatility in the results
and cash holdings.
The
Group
monitors
foreign
exchange exposure regularly and,
when a transactional exposure is not
covered through a natural hedge,
consideration
will
be
given
in
entering into a hedge arrangement
such as forward contracts and
Options. Alternatively pricing plans
can be adjusted to mitigate if
appropriate.
Medium 6
19
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
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.
This continues to be monitored
by
the
Board
with
our
professional advisors.
Medium 9
Delayed
signing
of
discontinued operations
activities
in
the
Skymesh business by
new Directors
There is a risk to the business
governance and control environment
in the 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.
This continues to be monitored
by
the
Board
with
our
professional advisors.
Medium 6
20
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
21
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.
22
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
options
Ordinary
Share
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 Howard1
29 Sept 2015
216,243
66,666
216,243
66,666
Christopher Mills3
Philip Moses2
23 May 2018
21 May 2020
140,000
10,000
-
-
140,000
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).
23
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
options
Ordinary
Share
shares of
shares of
options
15p each
15p each
Andrew Walwyn1
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:
24
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
earlier)2
Normal
expiry date
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
earlier)2
Normal
expiry date
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.
25
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 year1
No. of
shares
under
option at 30
November
2024
Exercise
price (pence)
per share at
30 November
2024 (or date
of exercise if
earlier)
Normal
expiry
date
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 year1
No. of
shares
under
option at 30
November
2024
Exercise
price (pence)
per share at
30 November
2024 (or date
of exercise if
earlier)
Normal
expiry
date
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
-
-
26
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)
45
-
-
2
47
63
Frank Waters (Chief Executive
Officer and Chief Financial
Officer)
206
147
8
9
370
295
Paul Howard (Non-Executive
Director)
31
-
-
-
31
41
Christopher Mills (Non-Executive
Director)
28
-
-
-
28
37
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
27
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.
28
Bigblu Broadband plc
Governance
Board of Directors
For the year ended 30 November 2024
Directors
Michael Tobin OBE
Non-Exec Chairman
Paul Howard
Non-Executive Director
Christopher Mills
Non-Executive
Director
Philip Moses
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 member
of the Audit and Risk
Committee.
Paul
serves
on
the
Board’s remuneration and
Audit
and
Risk
Committees.
None
Phil chairs the Board’s
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 with over 30 years'
experience in the telecoms &
technology sector.
As Chief Executive, Michael
Tobin OBE led Telecity Group
plc,
a
leading
FTSE250
Technology
company
from
2002 to 2015.
Michael joined Redbus in 2002
delisting it from the main
market to AIM and 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.
Paul spent over 15 years
with
J.P
Morgan
Cazenove as a telecoms
and media analyst and
was one of Cazenove's
youngest ever partners.
He
won
numerous
awards from Reuters and
Starmine and was Head
of
the
Number
One
ranked
European
telecoms research team
as
ranked
by
the
Institutional Investor in
2011. Paul left Cazenove
in 2011 and became an
investor
and
non-
executive
director
of
various small telecoms
companies. He also spent
a
year
with
Morgan
Stanley in 2015 helping
their Select Risk equity
trading business. Paul
has a BSc from Durham
University in Maths and is
a qualified accountant.
Christopher
founded
Harwood
Capital
Management in 2011, a
successor of the former
parent
company
of
Harwood, J O Hambro
Capital
Management
which he co-founded in
1993.
He
is
Chief
Executive
and
Investment Manager of
North Atlantic Smaller
Companies Investment
Trust plc and Chief
Investment Officer of
Harwood Capital LLP.
He is a Non-Executive
Director
of
several
companies. Christopher
was
a
Director
of
Invesco MIM, where he
was
head
of
North
American Investments
and Venture Capital,
and of Samuel Montagu
International.
Phil has held CFO level
roles in both telco and
infrastructure
companies in the UK
and internationally for
the last 20 years.
He
held
several
divisional CFO positions
at BT as well as that of
IR director and Group
Controller.
Subsequently, he was
Group
CFO
at
p/e
owned Arqiva, the UK’s
largest communications
tower
company;
at
London City Airport and
at pan-African fibre and
data
centre
provider
Liquid Telecom.
Phil has a mathematics
BSc
from
Warwick
university and is an
FCCA.
29
Bigblu Broadband plc
Governance
Board of Directors (continued)
For the year ended 30 November 2024
Directors (continued)
Michael Tobin OBE
Non-Exec Chairman
Paul Howard
Non-Executive
Director
Christopher Mills
Non-Executive
Director
Philip Moses
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
NorthC
Datacentres,
Cloudhesive LLC, Ocolo.io, Radius
Global Infrastructure, EdgeConnex,
Audioboom plc, Tobin Ventures Ltd
and Scaleup Group.
Paul holds a number
of executives roles,
including Chairman of
Quickline
Communications Ltd
and Chair of Calitii
Limited.
Christopher holds a
number
of
non-
executive roles.
Phil was appointed CFO
of
Osborne
Infrastructure
Ltd
in
January 2023, which
was
rebranded
as
Octavius Infrastructure
Ltd in 2023, a private
equity owned £300m
turnover
civil
engineering business.
30
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
31
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
32
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
33
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.
34
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.
35
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.
36
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.
37
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.
38
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:
Current Directors
Board
Audit and Risk
Committee
Remuneration
Committee
Nomination
Committee
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.
39
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.
40
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
through the Group
Acts as intermediary between
Directors when required
Challenges strategic matters
Raises strategic initiatives aimed at
improving shareholder returns in line with
the strategic direction of the Group
Challenges strategic initiatives
presented by Executive Directors
as well as 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 Directors
Ensures that the Board is made aware of
the employees' views on relevant issues
Integral role in succession
planning
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.
41
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.
42
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.
43
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
44
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
45
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
46
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.
47
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 3rd 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.
48
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 3rd 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.
49
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
50
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.
51
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.
52
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
53
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
strategy
Operation
Maximum
opportunity
Performance
metrics
Base
salary
To attract and retain
talent of the right
calibre and with the
ability to contribute to
strategy, by ensuring
base
salaries
are
competitive
in
the
relevant
talent
market.
Base
salaries
are
usually
reviewed annually, with reference
to individual performance, Group
performance,
market
competitiveness,
salary
decreases / increases across the
Group and the position holder’s
experience,
competence
and
criticality to the business.
Any decreases / increases are
generally
effective
from
1
December.
Executive Director salary
decreases / increases will
normally be in line with
those
for
the
wider
executive
employee
population.
However,
higher salary decreases /
increases may be made
where there is a change in
role or responsibilities.
Group
performance
against
market
expectations
is
considered when
determining
appropriate salary
levels.
Pension
Provide
post-
retirement benefits for
participants in a cost-
efficient and equitable
manner.
Pension
contributions
are
provided by the Group as part of
a
legislatively
compliant
Workplace Pension Scheme that
requires an overall contribution of
9% of gross base salary to be
made by Year 3 of the scheme.
This
overall
percentage
contribution will be made up from
a combination of contributions
from the Executive Directors and
the Group, with a choice of
funding vehicles through either
the
Group
Plan
or
by
contributions being made to a
personal SIPP chosen and set up
by the Chief Executive Officer.
The Executive Director
receives
a
matching
contribution of 4.5 percent
of salary under the opt-in
to the Group Workplace
Pension
Scheme.
Subject to the applicable
maximum contribution.
The Committee does not
anticipate
pension
benefits as being at a cost
to the Group that would
exceed 10 percent of
base
salary,
notwithstanding
future
changes
to
pension
legislation.
None
Benefits
To
provide
competitive
benefits
for each role.
Benefits currently include the
provision of private medical, life
insurance, permanent health and
disability
insurance
and
car
allowance.
Reasonable relocation package
including annual family visitation
allowance, legal fees allowance
and health insurance.
Travel
and
subsistence
allowances
as
well
as
reimbursement is in line with the
Group Expenses Policy and other
benefits may be provided based
on individual circumstances.
There
is
no
overall
maximum value set out
for benefits. They are set
at
a
level
that
is
comparable
to
market
practice and appropriate
for individual and Group
circumstances.
The Committee retains
the discretion to amend
benefits in exceptional
circumstances
or
in
circumstances
where
factors outside of the
Group’s
control
have
materially changed (e.g.
increases in insurance
premiums).
None
54
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
strategy
Operation
Maximum opportunity
Performance
metrics
Bonus
arrangements
Aims
to
focus
executives
on
achieving
financial targets
relevant to the
business
priorities for the
financial
period
and
where
appropriate
to
outperform
Typically,
performance
measures
and
targets are set prior to or shortly after the
start of the relevant financial period.
At the end of the financial period, the
Remuneration Committee will determine the
extent to which the targets have been
achieved.
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.
The base bonus opportunity for
Executive Directors will be up
to 75 percent of base salary.
Up to 75 percent of maximum
will vest for target performance.
Performance
above
base
performance can result in
additional bonuses being paid
linked
to
improved
performance - i.e. paying for
themselves.
The annual bonus will be
based on achievement of
financial
targets
(e.g.,
revenue growth, EBITDA
improvements and cash
metrics.
The
Committee
has
discretion to adjust the
formulaic bonus outcome
downwards within the limits
of the plan, to ensure
alignment of pay with the
underlying performance of
the business.
Non-Executive Directors Fees
Type
Purpose and
link to
strategy
Operation
Maximum opportunity
Performance
metrics
Non-
Executive
Directors’
Fees
To
reflect
the
time
commitment
in
preparing for and
attending
meetings,
the
duties
and
responsibilities
of the role and
the contribution
expected
from
the
Non-
Executive
Directors.
Monthly fees for Non-Executive Directors are
paid via Payroll and were reduced by 20%
from the start of December 2021.There was
no increase in the following 2 years and a
further 50% reduction post disposal of the
Norwegian operations.
Additional fees paid to the
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.
Any decreases / increases to
Non-Executive Director fees
will be considered as a result of
the outcome of a review
process
and
taking
into
account wider market factors,
e.g. inflation. There is no
prescribed individual maximum
fee.
Further details are set out
below.
None
55
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
56
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
57
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.
58
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.
59
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.
60
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.
61
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
62
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.
63
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
13
(5,860)
(2,349)
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.
64
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.
65
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.
66
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.
67
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
exchange
reserve
Reverse
acquisition
reserve
Listing
cost
reserve
Total
equity
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.
68
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.
69
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.
70
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.
71
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.
72
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
73
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.
74
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).
75
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.
76
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.
77
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.
78
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
79
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.
80
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
location of customer
Non-current assets by
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.
81
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
82
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
6.
Directors’ Remuneration
2024
2023
£’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.
83
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
8.
Taxation
2024
2023
a)
Tax (credit) / charge for the year
£’000
£’000
UK Corporation tax
-
-
Overseas corporation tax – discontinued operations
(476)
-
Overseas corporation tax – continued operations
Deferred tax (credit) / charge – discontinued operations
1
(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
Changes in deferred tax rate
(657)
-
(370)
-
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
84
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 operations1
(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 operations1
(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.
85
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
86
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
87
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 charges1
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
1Impairment 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.
88
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.
89
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.
90
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).
91
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.
92
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
Cash in escrow – restricted cash
1,107
-
3,287
850
28
-
354
-
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
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.
Group
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Finished goods
561
111
516 -
93
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
_____________________________________________________________________________________________
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.
Current
£’000
0-3
months due
£’000
3-6
months
due £’000
Over 6
months due
£’000
Total
£’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%
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
94
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
and Company
Group
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
and Company
Group
and Company
2024
2023
£’000
£’000
Carrying amount at start of year
685
685
Utilised during the year
-
-
Total provisions
685
685
95
Bigblu Broadband plc
Notes to the Financial Statements (continued)
For the year ended 30 November 2024
18.
Loans
Group
and Company
Group
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.
96
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
Charged/(Credited) to the Statement of Comprehensive Income
6
(227)
2
(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.
97
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).
98
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
99
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
Options
Average
Exercise price
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
100
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:
101
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
102
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)
103
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.
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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.