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

Bigblu Broadband plc

Company Information

For the year ended 30 November 2024

Bigblu Broadband plc

Strategic Report

Chairman's Statement

For the year ended 30 November 2024

2024 was a year for Bigblu Broadband where the board's clear focus was to operationally improve the business, extend product offerings in key markets, whilst at the same time identifying suitable opportunities to realise value for shareholders.   

Starlink Contract and investment

We started the financial year with the Starlink investment into stock systems and people, in conjunction with the distribution contracts. Through this investment the Group was able to offer Starlink LEO internet solutions to business and small office / home office workers in Australia as well as UK / Europe. In the year, this generated £0.4m of revenue for the Group.

Skymesh - Australia

The focus for Australia in 2024 was the ongoing investment in Skymesh's fully integrated Cloud Based Microsoft System "Pathfinder" and the migration of legacy bases onto the same single system. Whilst this resulted in a number of teething issues, thereby impacting churn and the performance of Skymesh during the year, by the end of the financial year Skymesh saw stability across its customer base following investment in internal resources. SkyMesh remained the leading Australian satellite broadband service provider with c50% of all new additions, having been named Best Satellite NBN Provider for the sixth year in succession (2019-2024). In FY24, Skymesh generated revenues of £22.2m and adjusted EBITDA of £3.1m.

On 23 December 2024, the Group successfully completed its disposal of Skymesh for a total consideration of up to AUD$50.2m (c£25.0m) of which AUD$43.3m was received on completion (AUD$30m paid in cash and AUD $13.3m through the issue of new shares in SKM Telecommunication's ( SKM) , the acquirer of Skymesh) and additional consideration of up to $6.9m on certain criteria. BBB retain a 33.9% stake in SKM post the transaction and 29.1% on a fully diluted basis (assuming expected Strategic Investor Options and Employee Options are exercised).

The Board believed that the disposal provided the Group with the opportunity to realise a strong valuation on this asset, generating an initial meaningful cash consideration for Shareholders whilst also retaining a shareholding in the business and therefore continued exposure to any potential upside from SkyMesh under SKM's ownership. We are pleased that Frank Waters CEO has joined the SKM Board and we look forward to working with the existing and new Australian leadership team who bring enormous industry experience to the business.

Quickline Investment

At the year-end we retained a 2.8% holding in Quickline post the injection of £150m of additional funding by Northleaf Capital Partners since the date of acquisition in June 2021.

During FY24, Quickline secured all four contracts it had tendered under the government's £5bn Project Gigabit programme. These contracts subsidise the rollout of a full fibre network to more than 170k hard-to-reach rural homes and businesses across Yorkshire and Lincolnshire which have been left behind by commercial rollouts. The contracts were secured by Quickline following competitive public procurement processes and total c£300m of government subsidy.

On 1 August 2024 Quickline secured a £250 million debt package comprising a £125m term loan and £100m debt guarantee from the UK Infrastructure Bank alongside a £25m term loan provided by NatWest. This additional funding was obtained to support Quickline's large-scale broadband expansion in Yorkshire and Lincolnshire following the contract wins.  On completion of the four secured contracts under the UK government's Project Gigabit programme Quickline will connect almost 170k homes and businesses to full-fibre broadband in hard-to reach rural areas across Yorkshire and Lincolnshire.

Norway Disposal

In May 2024, following a full market exercise undertaken by independent advisors, the Group completed the Management Buy Out (MBO) of the business by local management, supported by Andrew Walwyn. The Board believed that this disposal was in the best interests of shareholders having regard to the challenges it faced in the turnaround of the Norwegian business as well as the potential need for further cash investment to grow the

Bigblu Broadband plc

Strategic Report

Chairman's Statement

For the year ended 30 November 2024

business and support any further demounting and migration projects. Subsequently, the business was sold by the MBO team in February 2025, generating a deferred consideration payment net of expenses due to BBB of c£0.1m. In addition, the disposal of the Norwegian business allowed the Board to reduce annualised central costs by c.£0.4m (including the costs associated with Andrew's position as CEO).

Summary financials

Post the disposal of the Norwegian Operations and treating the Australian Operations as discontinued at the Year end the Group had Revenues of £0.7m (FY23: £0.7m) and EBITDA loss of £1.0m (FY23: Loss £0.5m). Revenue comprises of £0.1m from our New Zealand operations and £0.6m covering Starlink (£0.4m) and services provided to third parties (£0.2m).

Throughout the year we continued to have excellent support from our main banking partner Santander in the UK who provided the business with a Revolving Credit Facilities and associated banking operations. As at 30 November 2024, net debt for the Group was £6.5m. Post period end, following receipt from the cash proceeds from the sale of Skymesh, the Company repaid all of its outstanding debt to Santander including charges and accrued interest.

Board Changes

As part of the acquisition of the Norwegian Operations by local management, Andrew Walwyn also participated in the Buy Out. As a result, Andrew resigned from his position as Executive CEO of the plc. Andrew continued to support the Board as required whilst it executed its strategy of realising value for shareholders. The Board reiterates its thanks to Andrew for his incredible energy and execution over the years.

Frank Waters became Executive CEO of the plc in addition to his CFO responsibilities, whilst the Board of BBB continues to execute the value realisation strategy. Ray Vaughan who joined on 1 April 2024 as Skymesh CFO is responsible for all financial aspects of Skymesh.

Focus and governance

The Board will continue to reduce central costs to reflect the reduced size of the business. As a business we still have a small trading operation in New Zealand, Starlink trading contracts as well as material ongoing equity interests in Quickline and SKM. The focus of the board will continue to be on ensuring it is able to deliver further returns for shareholders from these interests.

As stated in previous years, I am a strong believer that good corporate governance supports a group's long-term success. This is very important for 2025 and beyond as we look to seek value from our remaining interests. The structures, advisers and committees we have in place for establishing and articulating the Board's strategy and monitoring the performance of the Group's management continue to function well and add value for the Group's shareholders, at the same time ensuring a strong focus on realising shareholder value.

Bigblu Broadband plc (AIM: BBB.L) is now focused on supporting its retained shareholdings in SKM and Quickline to realise value for BBB shareholders.

Finally, I would like to thank Frank Waters and his team for their efforts in 2024 and the early part of 2025. Everyone played their part in a demanding yet successful year in the Group's life. I, and the rest of the Board, fully recognise that the team are working very hard to look after our existing customers and support new customers requiring our service and so continue to look forward to the remainder of 2025 with confidence.

Michael Tobin OBE

Chairman         

1 June 2025

Bigblu Broadband plc

Strategic Report

Chief Executive Report

For the year ended 30 November 2024

Overview

FY24 was a busy year and an important period for the Group in many respects. We commenced the period with the announced signing of the important Starlink Distribution contracts for the UK / Europe and Australia. We subsequently announced the disposal of the Group's Norwegian operations in May 2024. This reduced the risk to the Group of the potential for significant near-term cash outflows given the capital requirements of the Norwegian operations as part of its turnaround. This also allowed us to further reduce central operating costs across the Group. We continued to operate and support Skymesh to optimise its market positioning and following a market review, post-period end, we were pleased to announce its disposal to a newly established Bidco, SKM Telecommunications Pty Ltd. Both disposals were in line with the Board's desire to realise value opportunities for our shareholders and are treated as discontinued operations.

It was also very pleasing to note that Quickline, in which the Company retains a 2.8% equity interest, secured important contract wins under the UK government's £5bn Project Gigabit programme. The Quickline team backed by Northleaf with support from the UK Infrastructure Bank and NatWest, are now well placed to ensure Quickline boosts rural broadband connectivity across Northern England.

Review of the year

We commenced the year with operating businesses in Australia and Norway with a clear focus on widening product offerings, driving system improvements and reducing costs.

In May 2024, following an independent market exercise, we disposed of our Norwegian Operations via a Management Buy Out (MBO) of the business to local management, supported by Andrew Walwyn, to prevent the potential need for further cash investment in the region to grow the Nordic operations.

In Australia, the Group's focus, was on executing our strategy of organic growth and capitalising on Skymesh's market leading position. During the year we saw Skymesh addressing certain historic challenges in terms of product offerings by introducing Starlink products, and working with its major satellite provider, NBNCo, to bring uncapped data packages to market for the first time. These packages were more affordable, comparable in speed, and better supported than previously. 

In addition, during 2023 and 2024 SkyMesh continued to upgrade its legacy systems with an investment of £0.6m in the year (2023: £1.3m). This brought with it a more seamless integration with NBNCo for ordering, provisioning of services and support. The outcome of this upgrade was a more efficient system that enabled customers to be set up online faster than ever. Furthermore, Skymesh focused on streamlining its sales process.  This was a large exercise given it replaced very old legacy systems and resulted in a number of challenges, many of which were, in the main overcome in the year. Specifically, Skymesh invested in additional resources to support this important project but also recognise the continuing need for investment in the systems, such as AI, to drive efficiencies and improved customer experience. In the year ending 30 November 2024, prior to its disposal, Skymesh delivered revenues of £22.2m (2023: £25.3m) and adjusted 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.

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

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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.

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Strategic Report

Chief Executive Report (continued)

For the year ended 30 November 2024

In addition, in April 2025 the Group returned c.£6.1m to Shareholders through a tender offer of 15.25m shares (representing approximately 26% of the Group's issued share capital pre the tender offer) at a price of 40p per ordinary share.

Current Trading

Following the announced Australian transaction on 23 December 2024 the focus has been on supporting the new owners of Skymesh as required, continuing to support our investment in Quickline and realising value from our remaining Starlink Contracts and New Zealand operations.

Post Period End Q125 we have also seen an uptake in Starlink Sales of £0.2m versus Q124 £nil.

At the same time, we will continue to reduce central costs to reflect the reduced size of the business and therefore the Group expects that the underlying performance in FY25 will continue to improve, that ongoing cash outflows will reduce substantially, offset by other expected inflows. and we remain confident in our ability to deliver further returns for shareholders from our remaining operations together with the remaining equity stakes in Quickline and Skymesh.

Frank Waters

Chief Executive Officer

1 June 2025

Bigblu Broadband plc

Strategic Report

Financial Review

For the year ended 30 November 2024

This financial review describes the performance of the Company during the Period and is summarised as follows;

Key Performance Indicators Continuing and Discontinued Operations

The Group utilises several Key Performance Indicators (KPI's) to measure performance against our strategy. A description of these KPI's and performance against them is set out below for the combined Continuing and Discontinued Operations.

In the Group's audited accounts, the auditors indicate a disclaimer of opinion. The basis of disclaimer, being that the Audited Accounts of the Australian business Skymesh have not as yet been signed off locally despite the fieldwork having been materially completed and the results included in the group accounts. Please note that following its disposal in December 2024 Skymesh is treated as a discontinued business in the accounts of the Group and we will continue to work with the new owners to sign off the accounts.

Group revenue (including PLC and Australia) was £22.9m (FY23: £26.0m. LFL £24.0m) of which the negative impact of currency movements was £0.7m. Recurring airtime revenue (revenue generated from the Company's broadband airtime) which is typically linked to contracts, was £20.8m representing 90% of total revenue (FY23: 93%). Gross margins reduced to 29.4% (FY23: 37.3%) and overheads reduced to £4.7m (FY23: £5.2m) representing 20.2% of revenue (FY23: 20.1%) mainly due to lower headcount costs post re-organisation (£0.4m). Adjusted EBITDA for the period was £2.1m (FY23: £4.4m). On a LFL basis, Adjusted EBITDA for FY24 was £2.4m, excluding one-off IP sales of £2.0m made in FY23.

Financial Review - Continuing and Discontinued Operations

The Group utilises several Key Performance Indicators (KPI's) to measure performance against our strategy. A description of these KPI's and performance against them is set out below for the Continuing Operations.

Key Performance Indicators for Continuing Operations

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.

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Strategic Report

Financial Review (continued)

For the year ended 30 November 2024

Key Performance Indicators for Continuing Operations continued

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.

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Strategic Report

Financial Review (continued)

For the year ended 30 November 2024

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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)

5.   The tax charge of £1k (FY23: Nil) relates to our New Zealand business and is a provision against expected taxable profits at the FY24 period.

6.   Foreign exchange transaction loss includes the movement in currency attributable to the foreign payments and receipts between the transactional rate and the date of payment. 

Bigblu Broadband plc

Strategic Report

Financial Review (continued)

For the year ended 30 November 2024

Cashflow performance - Continuing operations

Adjusted Free Cash Flow in the period, before exceptional items, was an outflow of £3.4m (FY23: outflow £1.0m). This reflects the increase in operating cashflow outflow to £2.9m (FY23: outflow £0.8m), with capital expenditure of £0.03m in line with prior year, and higher tax and interest at £0.5m (FY23: £0.2m).

This is a non-GAAP alternative performance measure.

The underlying cash flow performance analysis seeks to clearly identify the underlying cash generation within the Continuing Group, and separately identify the cash impact of identified exceptional items including refinancing, fundraising, M&A activity cash costs and the treatment of IFRS 16 and is presented as follows:

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.  

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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).

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Strategic Report

Financial Review (continued)

For the year ended 30 November 2024

Accounting standards

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as endorsed and adopted for use in the UK. There have been no changes to IFRS standards this year that have a material impact on the Group's results. No forthcoming new IFRS standards are expected to have a material impact on the financial statements of the Group.

Dividend

The directors do not recommend the payment of a dividend (2023: £Nil)

Going Concern

The Directors have prepared and reviewed projected cash flows for the continuing Group, reflecting its current level of activity and anticipated future plans for the next 12 months, from the date of signing. The Group is currently loss-making, mainly because of depreciation, amortisation and exceptional charges.

The Board have identified the key risks, in the Principal Risks and Uncertainties section, pages 16 to 20

The Board also recognises a number of significant mitigating factors that could protect the future going concern of the business. These include:

·      Super-fast Broadband is already an essential utility for many and even more so now, it is likely to be one of the last services that customers will stop paying for

·      Support from network partners including Starlink for the business and customers including new operating models

·      Ongoing support from MSA and recharges

·      Material reduction in cost base

The Board has conducted stress tests against our business performance metrics to ensure that we can manage any continuing risks. We recognise that a number of our business activities could be impacted, and we have reflected these in this analysis including supply chain disruptions, delays in sales, earnings, or cash generation.  

The Board believes that the Group is well placed to manage its business risks and longer-term strategic objectives successfully, with the latest management information showing a string net cash position. Accordingly, we continue to adopt the going concern basis in preparing these results.

On behalf of the Board

Frank Waters

Chief Executive Officer

1 June 2025

Bigblu Broadband plc

Strategic Report

Principal Risks and Uncertainties

For the year ended 30 November 2024

The Board and management regularly review and monitor the key risks involved in running and operating the business. The future success of the Group is dependent on the Board's ability to implement its strategy. The model for the future development of the Group is reliant on its ability to achieve a critical mass of customers through organic customer growth, in Satellite, and its ability to derive revenue from these customers by providing excellent technical support, a value-added customer service, solution delivery and operational gearing. The table below sets out a number of the material risks together with relevant mitigating factors, with the risk rating explained on page 19 and 20.

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Principal Risks and Uncertainties (continued)

For the year ended 30 November 2024

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Principal Risks and Uncertainties (continued)

For the year ended 30 November 2024

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Principal Risks and Uncertainties (continued)

For the year ended 30 November 2024

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Principal Risks and Uncertainties (continued)

For the year ended 30 November 2024

Probability

1.   Improbable (unlikely to occur)

2.   Remote (unlikely, though possible)

3.   Occasional (likely to occur occasionally during standard operations)

4.   Probable (not surprised, will occur in a given time)

5.   Frequent (likely to occur, to be expected)

Severity

1.   Negligible (the risk will not result in serious corporate disruption, or has a remote possibility of loss)

2.   Marginal (the risk could cause corporate disruption, or loss but its effects would not be serious)

3.   Moderate (the risk can result in corporate disruption or loss)

4.   Critical (the risk can result in corporate disruption or loss)

5.   Catastrophic (the risk is capable of causing serious corporate disruption and or loss)

Corporate Responsibility

BBB is committed to being an equal opportunities employer and is focused on hiring and developing talented people. The health and safety of our employees, and other individuals impacted by our business, is taken very seriously, and is reviewed by the Board and local management. A Company statement regarding the Modern Slavery Act 2015 is available on the Company's website at www.bbb-plc.com. As a manufacturer and distribution business, there is a risk that some of the Group's activities could have an adverse impact on the local environment. Policies are in place to mitigate these risks, and all of the businesses within the Group are committed to full compliance with all relevant health and safety and environmental regulations.

The Strategic Report was approved by the Board of Directors on 1 June 2025 and was signed on its behalf by:

Frank Waters

Chief Executive Officer

1 June 2025

Bigblu Broadband plc

Strategic Report

Section 172 (1) Statement

For the year ended 30 November 2024

In accordance with section 172 of the Companies Act 2006 each of our directors acts in the way that they consider, in good faith, would most likely promote the success of the Group for the benefit of its members as a whole.

Consequences of any decisions in the longer-term

• interests of our colleagues

• need to foster the Group's business relationships with suppliers, customers and other key stakeholders

• impact of the Group's operations on communities and the environment

• desirability of the Group maintaining a reputation for high standards of business conduct

• need to act fairly as between members of the Group.

The directors take into account the views and interests of a wider set of stakeholders, and you can find out more about how the Group engages with its stakeholders below on pages 35,36 and 45. During the year the Board and its committee's received papers, presentations and reports, participated in discussions and considered the impact of the Group's activities on its key stakeholders (wherever relevant). We acknowledge that every decision we make will not necessarily result in a positive outcome for all of our stakeholders and the Board frequently has to make difficult decisions based on competing priorities. By considering the Group's purpose and values together with its strategic priorities and having a process in place for decision making, we do, however, aim to balance those different perspectives.

In terms of particular stakeholder groups

• Customers, employees, suppliers, community and environment: see the future prospects and key performance indicator sections of the Strategic Report. Additionally, other forms of interaction with different groups are maintained, including employee forums where appropriate, newsletters and group broadcasts.

• Shareholders: we would guide you to the entire report and to take advantage of the details in the investor sector of our portal on the website (www.bbb-plc.com).

How does the Board engage with stakeholders?

The Board will sometimes engage directly with stakeholders on certain issues such as remuneration schemes, strategic direction, investment and fundraising issues. The Board considers information from across the organisation to help it understand the impact of the Group's operations, and the interests and views of our key stakeholders in maximising shareholder value. It also reviews strategy, financial and operational performance, as well as information covering areas such as key risks, and legal and regulatory compliance. As a result of these activities, the Board has an overview of engagement with stakeholders, and other relevant factors, which enable the directors to comply with their legal duty under section 172 of the Companies Act 2006. For details on how the Board operates and the way in which the Board and its committees reach decisions, including the matters we discussed during the year, see pages 34 to 49.

Key strategic decisions

Decisions taken by the Board and its committees consider the interests of our key stakeholders, the impacts of these decisions and the need to foster the Group's business relationship with customers, suppliers and other stakeholders, as well as engagement with our employees. Papers submitted to the Board consider the impact on key stakeholders. Directors have had regard to the matters set out in section 172(1) (a)-(f) of the Companies Act 2006 when discharging their section 172 duties.

Bigblu Broadband plc

Governance

Directors' Report

For the year ended 30 November 2024

The Directors present their report together with the audited financial statements for the year ended 30 November 2024.

Results and dividends

The results include those of BBB PLC and its subsidiaries for the full year including continued and discontinued activities and are set out in the financial statements on pages 69 to 104.

The Directors do not recommend the payment of a final dividend for the financial year ended 30 November 2024.

Directors and their interests

The Directors who served during the year are set out below, together with their beneficial interests in the ordinary shares of the Group prior to the Return of Value in April and May 2025.  Biographical details are included on pages 38 to 40.

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Governance

Directors' Report

For the year ended 30 November 2024

Directors leaving during the course of the year:

Directors' insurance and indemnities

The Group maintains directors' and officers' liability insurance which gives appropriate cover for any legal action brought against its directors. In accordance with section 236 of the Companies Act 2006, qualifying third- party indemnity provisions are in place for the directors in respect of liabilities incurred as a result of their office, to the extent permitted by law. Both the insurance and indemnities applied throughout the financial year ended 30 November 2024 and through to the date of this report.

Directors share options

The Group established an EMI option scheme and an 'unapproved' share option scheme, pursuant to which the Chief Executive Officer and other members of staff have been or may be granted share options. 

As explained in the Company's 6 September 2021 circular to shareholders, adjustments were made to all options granted under the above schemes that were outstanding at the time the return of value detailed in that document became effective.  In particular, the exercise price payable under those options was reduced by 45 pence per share (being an amount equal to the return of value).

Details of the options that have been granted to Directors under the EMI and unapproved schemes and which were outstanding during the year to 30 November 2024, are as follows:

Bigblu Broadband plc

Governance

Directors' Report

For the year ended 30 November 2024

Directors leaving during the course of the year:

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.

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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:

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:

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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:

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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:

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.

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Governance

Board of Directors

For the year ended 30 November 2024

Directors

Bigblu Broadband plc

Governance

Board of Directors (continued)

For the year ended 30 November 2024

Directors (continued)

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Governance

Board of Directors (continued)

For the year ended 30 November 2024

Directors (continued)

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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