AnnuAl RepoRt 2014 - Telecom Engineering and Broadcast ... · PDF fileOptimisation . Programme and Project . ... 2G/3G/4G cellular testing on defined train routes, ... NSN, Ericsson

1Virtua uK Ltd Group annuaL report

AnnuAl RepoRt 2014

Virtua UK Ltd Group Annual AccountsYear Ended 31st October 2014

2 3Virtua uK Ltd Group annuaL report Virtua uK Ltd Group annuaL report

ViRtuA ARe A leAding pRoVideR of bespoke seRVices to the telecoms industRy.

We hAVe oVeR 20 yeARs expeRience in the telecommunicAtions And WiReless sectoR coVeRing technicAl pRoject mAnAgement, engineeRing And integRAtion. expeRtise eARned thRough WoRking With mAjoR oRgAnisAtions WoRldWide.

Welcome to ouR AnnuAl RepoRt 2014 The directors present their strategic report of the company and the group for the year ended 31st October 2014.

We are a leading provider of resources, expertise and bespoke services to the telecoms industry but far more importantly...

We are about great people, we are passionate about our services and we have some great case studies of our performance.

The telecoms industry is a fast paced, constantly changing landscape. Consequently our greatest investment is in our people. They need to understand

the latest trends, keep up with developing technologies and get to grips with new equipment on a daily basis.

Our team of highly trained people specialising in 2G, 3G, 4G & WiFi technologies has been put together because of their passion for the business and their ability to perform for our clients.

We value your opinion so please do read through the report and let us know your thoughts.

Many Thanks,

Andy WattsManaging Director

AnnuAl RepoRt 2014

inside the RepoRt

ouR compAny

stRAtegic RepoRt

AnnuAl Accounts

0102

03


8 ............................................................ 10 .......................................................... 12 .......................................................... 14 .......................................................... 16 .......................................................... 18 .......................................................... 20 .......................................................... 22 .......................................................... 24 ..........................................................

2014 Highlights Our Journey Our Services Case Studies Our Customers Shareholders QHSE Our Eco Promise Giving Back

28 .......................................................... 30 .......................................................... 32-35 .....................................................36 .......................................................... 37.......................................................... 38 .......................................................... 39 .......................................................... 40 .......................................................... 42 ..........................................................

Our MarketOur PeopleBusiness ModelStrategic Objectives PerformanceIndustry Risk Our Key KPIs Summary FinancialsSummary

46 ....................... 48 .......................50 .......................51 .......................52 .......................53 .......................54-55 ..................60-67...................

Report of the DirectorsReport of the independent auditorsConsolidated profit and loss accountConsolidated balance sheetCompany balance sheetConsolidated cash flow statementNotes to the consolidated cash flow statementNotes to the consolidated financial statements

ouR compAny

P. 6-25

stRAtegic RepoRt

P. 26-43

AnnuAl Accounts

P. 44-67


Our Company


p R o j e c t s c o m p l e t e d

1,896

15%

W o R k f o R c e e x p A n s i o n

7 5 , 0 0 0miles dRiVe tested

2014 Highlights

tRAded With 58 customeRs

58

We RAn the london mARAthon foR AsthmA ukWe becAme one tough muddeR foR bARRetstoWn

We bAked foR mAcmilliAn We WoRe pink foR bReAst cAnceR

60,244mcAble instAl led


2013 Large scale in building projects at Heathrow

2014 Survey and design for stadia across the UK

2015 Multiple rollouts of In-Building Solutions at UK shopping centres

2014 20 Fenchurch St,In-Building Solution

2014 Wi-Fi Design for large scale Oil Refinery in Iraq

2015

Our Journey

2007 Contract with Cisco/Ubiquisys on Femtocell Development

2000Founded in August 2000

2009 Cable and wireless FMC in building coverage solutions – installations of GSM for Tesco stores

2011 Contract from EE for part of the 4G rollout

2013 Merged with Custom Communication Systems

2000


Our design engineers use the latest technologies to create intelligent solutions in demanding situations. From iconic buildings to countrywide infrastructure projects, our team of world leading designers are experts in all types of solutions.

Our deployment teams build networks and solutions across all areas of telecommunications, installing, rigging and commissioning all types of sites from small offices or base stations to some of the most indoor complex systems in office towers, shopping centres and stadia.

Testing a telecommunications network is complex work. Driving, walking and static tests with advanced measurement equipment allows our clients to know where there are network issues and to address them. Experienced test engineers know how to track down the root cause of coverage and performance problems in networks.

Our Services

From simple equipment upgrades to major infrastructure changes, network programs are challenging in themselves and often involve a large amount of cross-functional interaction. Our experienced program managers not only know how to plan and execute complex programs. They know how to navigate the complex organisational interactions in a network operator.

For new technology introduction or complex network design and configuration it helps to have experts who can understand the whole network, not just the components.

Virtua’s Systems Engineers become part of our customers teams helping to make network wide change programs happen and operate at the most complex parts of the network.

Sometimes the way forward is not clear and the advice of industry experts is required to determine what to do about a particular technology or performance challenge. We consider it part of our job as partners to our customers to provide industry expertise that is up to date and relevant. Our customers can use our expertise to help with those difficult projects or decisions.

Design

Deployment

Test and Optimisation

Programme and Project

Management

Systems Engineering

Consultancy


Virtua supported EE in providing aircraft coverage measurements at altitudes from ground level up to 500ft and beyond to allow suitable assessment of the 4G network at height.

First the route was drive tested then tested again in a helicopter. The final results were then compiled and presented to EE.

ee 4g At height suRVey

Supporting Canary Wharf Group, the owners of 20 Fenchurch Street in London, Virtua implemented a dedicated in-building cellular solution.

Our team surveyed the building, designed the solution and installed it.

cAnARy WhARf gRoup20 fenchuRch st

After new government plans to improve cellular infrastructure, we were asked to solve coverage problems, often referred to as ‘not spots’.

We tested the signal levels already in place, and then erected temporary masts to help fix the problem. We re-tested the levels again so network operators can see the results if they were to build a permanent tower.

fixing ‘not spots’

Case Studies

Virtua were approached by Google to install the white space radios and cameras at 3 enclosures within the zoo.

After installation, the cameras transmitted a live feed to watch on ZSL’s YouTube channel. It’s a great potential tool for the innovative preservation of wildlife.

googleZsl london

Zoo

Virtua deployed the systems within the new terminal at Heathrow, which provide PMR, Emergency Services, Cellular and WIFI coverage to the terminal itself and to its network of supporting infrastructure buildings.

heAthRoW AiRpoRt

Everything Everywhere asked us to provide 2G/3G/4G cellular testing on defined train routes, across the UK.

Deliverables include an analytical report for each route detailing the performance of voice and data calls as well as the radio measurements on the various technologies.

eeuk tRAin line

suRVeys


The professionalism and speed of delivery from Virtua was very impressive, their knowledge and accuracy on the project helped

to enable our EE engineers to provide our customers

with a high quality network experience.

- eVeRything eVeRyWheRe

We expect a high degree of service

delivery and professionalism from our supply chain and Virtua continue to rise to the

challenges we set them.- WiReless infRAstRuctuRe

gRoup

Your ability to get on and deliver the documentation to tight timescales whilst

maintaining a high standard is a key skill and was a significant benefit

to us. - uk bRoAdbAnd

Our Customers

The response time from Virtua was brilliant. The network

installation and tuning required a broad range of skill and this was managed well by Virtua. We are

very pleased with the level of support, and quality of work.

- google

Virtua is our first choice of supplier due to the long standing relationship and the high quality of support

they have provided over the years.

– cisco

Virtua have been extremely helpful in all

our engagements to date, and have provided us

with a professional service throughout. Virtua has

become a trusted partner.– spiRent


Rob Brown HEAD OF PROGRAMMES

As well as one of the directors at Virtua Rob is also a very experienced engineer and project manager whose personal ethos is to get every job done to the very best of his ability.

With over 20 years experience in the Telecoms industry, managing projects both in the UK and overseas.

Brian Watt HEAD OF OPERATIONS

As one of the founders and directors of Virtua, Brian is clearly someone who loves his work.

During his 20 year career he has gained a wealth of knowledge and experience in telecoms engineering and has worked closely with most of the Virtua team at one time or another.

Andy Watts MANAGING DIRECTOR

Having spent most of his adult life in management, Virtua MD Andy thrives on developing and leading people, helping them to aim high, believe in their skills and abilities and achieve more than they thought possible.

Andy likes to lead by example using his own drive, ambition and passion to continue developing Virtua’s business.

Shareholders

Russell Heagney HEAD OF BUILD

After a career in the forces Russell moved into the telecoms and electronics business through sales. Pursing this new love of the industry, he founded Custom Communication Systems, and firmly grew the company for 15 years.

Custom merged with Virtua in May 2013 to which Russell now proudly leads our build team.


Our focus at Virtua is set on delivering a safe working environment, from working in our office to a rooftop.

Our activities are managed by an assessment system and high risk policies.

We ensure that all our engineers are fully competent in relation to experience, training and knowledge.

Our mobile application allows for instantaneous reporting of risk assessments.

It means that we can actively monitor on-site conditions and whether or not employees are able to work safely.

Virtua creates specific supply strategies for each product or service required to meet the needs of the business. It follows a strict supplier selection, evaluation and management process.

We have dedicated project support teams, warehouse facilities and our own Virtua fleet, ensuring we always deliver the best for our customers.

QHSE

ISO 9001(Quality) ISO 14001(Environment) ISO 18001(Health and Safety)

NICEIC & 17th Edition Certified Engineers

iBwave Accredited to Level 2

Safe Contractor Approved

NSN, Ericsson and Huawei BTS trained


iso 14001 (en V i R o m e n t )

2 tons

of cARdboARd/plAstics Recycled fRom ouR hQ Alone

(2014)

80% of ouR on-site WAste is Recycled

We recycle all of our redundant electrical equipment via the WEEE scheme

We sAVed 4 tRees in 4 months by Recycling pApeR in ouR hQ

ouR cAble dRums ARe RetuRned to ouR supplieRs to be used AgAin

Our Eco Promise

blue is the neW gReen...

Energy efficiency, use of renewable resources and use of low carbon technology

Promotion of environmental and sustainable activities throughout our company

Training and development for staff to be more economical

Incident reporting to ensure we remain proactive and ever improving

Waste generation and facilitate repair, reuse and recycling over disposal of wastes

Environmental risks by following our policies and procedures

The need for transportation, by car sharing and ensuring that our employees follow pre-planed routes

Maximise Minimise


chARity We choose to help out with some charities and others that are less fortunate than all of us. Our chosen charities who we support on a regular basis are Barretstown and Asthma UK.

sponsoRship We sponsor 2 triathletes, Emma-Kate Lidbury a professional athlete with a prestigious track record and Kieran Hill who is at the start of his professional career. Both of which we are proud to support as they develop their professions.

Giving BackThere’s more to life than business.

We individually choose how much time and money we devote to our families, our health and our society. Our company needs to do that too.

AppRenticeships We also encourage learning within the work place and are a part of the UK’s apprenticeship scheme. We currently have 2 apprentices and a now permanent employee who has now completed her apprenticeship.


Strategic Repor t


71%

85%

97%

WheRe people use theiR mobile*

WoRk

on the go

home

WhAt people use theiR

phone foR*

infoRmAtion

communicAtion

enteRtAinment

23%

37%

40%

Source: Google. (May 2013). Our Mobile Planet: Understanding the Mobile Consumer. Source: We are Social. (January 2014). Global Digital Statistics 2014

***

Our Market

93%of the WoRld’s

populAtion hAs A mobile phone**

of the WoRlds populAtion uses sociAl mediA**

36mActiVe useRs on fAcebook**

76%

80% of people don’t leAVe

the house Without theiR phone*

1.5hrs peR dAy on AVeRAge

people spend on mobile inteRnet**


70contRActoRs

WoRking foR us in oct 2014

diRectoRs senioR stAff All otheR stAff

83% mAle employees

17% femAle

employees

46totAl

employeesoct 2014

Male

Female

Our People

Neil PerryfinAnce diRectoR

Ryan JonessAles & mARketing

diRectoR

Marc SmithQhse mAnAgeR

Lucy RussellcRedit contRol

Simon MyerspRoject mAnAgeR

Jamie OlejnikheAd of technicAl

solutions

Edward MillerhR mAnAgeR

Mark StevensonheAd of engineeRing

Steve BanksengineeR

meet some of ouR teAm... Mike Pariera

test engineeR

Katy HiggingspRoject cooRdinAtoR

Ellie DixonsAles & mARketing

AssistAnt


Quality Processes

Competitive Margins

Speed of Reaction

Flexibility

Professionalism

Business Model

Network Operators

Tier 1 System

Providers

Tier 3 Small Works Contractors

Tier 2 Subcontractors & Integrators

It’s not enough to just build the network. Our attitude to our customers, our work and our company is unlike anyone else. More professional, more creative, more built on great relationships. Instead of “do the work for a profit”, do everything brilliantly and let customers reward us for that. We will use that growth to enable us to better serve our customers.

The growth and development of mobile communications and the data services that empower them continues to grow healthily. More and more companies and individuals are expecting high speed internet services on their mobile device, wherever they are.

The business of building and maintaining the sort of networks that provide that service is highly technical and complex. Developing the knowledge and attracting the right resource is critical, but not sufficient for success. We are specialist

providers of expertise at the second or third tier to the mobile operators and their customers. At that place in the supply chain, we are involved not just or even because we have specific expertise. Often it’s because of our attitude, professionalism and speed of reaction to our customers, our work and our company.

Our business model relies on us delivering the quality processes and professionalism of larger companies with the speed of reaction and flexibility of our smaller competitors. By concentrating on that business model we know and can demonstrate that customers give us more business at better margins.


We believe to succeed, companies like Virtua need to have a more substantial balance sheet, a broad range of capabilities, a spread of customers and a healthy level of financial support.

We believe this must come from organic growth but also from a Mergers and Acquisitions (M&A) plan that gives us a faster faster route to achieve our strategic goals.

design

test And optimisAtion

deployment

pRogRAmme And pRoject mAnAgement

consultAncy

systems engineeRing

57%

1%

12%

21%

24%3%

client demogRAphic by seRVice

In the act of building a cellular network, operators require a range of services. All work on the network needs surveying, designing, building and testing. That work needs to be project managed and often systems engineering and consultancy is involved. Our model provides the capability to delivery on all six of those services which we believe solves a major issue in our market.

We believe, and are acting accordingly, that consolidation in the third and second tier of this market is inevitable. The financial parameters of our market make it very difficult for a small (sub £5M turnover) business to be successful in the medium term. The financial and competitive challenges facing small companies in this sector have resulted in business failure in many cases.

Working capital demands are high.

Payment terms can be

90-120 days

Many tier 3 customers have a dependence

>50%on one project or

customer

Operator program

delays or realignment

are common !Competition is

intense. Our research found over

100 SMEs in the tier 3 supply

chain


Performance (Year ended 31.10.14)

It’s been another year of progress in building our business. We have seen a good growth in revenue from our growing customer base. Margins for the year were lower than hoped for due to the final integration costs.

We’re seeing the benefits of the acquisition of Custom Communications. A range of new customers that neither Virtua nor Custom would have been

capable of separately engaging with are now delivering enhanced revenues and profit as we exit FY14. There of course are still challenges that remain to be addressed and our plans for the coming year reflect our intention to continue on the five year plan improving revenue, margin and capability through both organic and inorganic growth.

We exceeded our organic growth plan. Revenue in the year has increased 17% to £9.6M. EBITDA before restructuring was £325K for the year is slightly down on the previous year

We have continued to improve our customer mix. At the end of the year we have 56 trade customers, 14 of which provided us with turnover in excess of 100K. Our largest customer accounts for 23% of our business

Gross margin has dipped during the year from 23% during this period of integration. We continue to drive our costs and mix towards an improved profitability

We have been building the capabilities of our team during the integration of Custom and adding key management staff. We are at the start of creating solid foundations for growth. We have more to do

Strategic Objectives

gRoWthTo grow the business organically and inorganically from £3.5M in FY12 to £30M by FY16 by:

Organic growth of 15% on turnover and 25% on profitInorganic growth adding £17M in revenue and £2.3M in profit by FY16Cost savings through acquisitions and integration of 20%.

customeR mixTo create a wider customer size mix in the range £100K - £2M to ensure smoothness of growth and cash generation to become a predictable business

suppoRtTo lay the new organizational foundations necessary to support this growth

VAlue To Improve our gross margin to 35% by providing a mix of higher value services

In this financial year, the second of our current five year plan cycle, we had to begin to deliver the growth and profitability our strategy envisaged. We’ve laid the foundations and started to build on them.

Our strategy and objectives for the five year cycle remain unchanged and we are on track to achieve them.


Our Key KPIsIn a medium sized service business such as ours it is important to stay on top of the issues that affect our projects and profitability.

We stay on top of our issues by picking a few Key Performance Indicators that provide an early warning.

We manage a set of KPIs of which the most important we track are:

% increase in turnover from continuing operations over the prior year

Risk Quick Ratio - Current Assets (less stock) / Current Liabilities

No customer accounts for more than 25% of the business. Largest customer of both Virtua & Custom compared to the combined turnovers both post and pre-acquisition

Index - overall funding through Director’s loans, invoice financing, bank borrowings, HMRC liabilities and other deferred short term liabilities*(An increase is positive)

Gross Margin to be over 40% by 2018

Indexation is calculated from the merger date with Custom of 09/05/13

105.4%

32.3%oRgAnic gRoWth

28.8%

22.1%

1181

1167

16%

23%

1.081.07

key

Year to: 31/10/2014Year to: 31/10/2013

Risk

Risk

cAsh

mARgin

£

Industry RiskThe market we operate in is attractive and substantial. However given the nature of the competition and the consolidation activities, there are a number of risks we monitor that may affect our abilities to succeed.

!

Mergers and acquisitions amongst the network operators are underway and planned. The risk that such activity causes a pause in network build

Small Works companies miss out as consolidation happens elsewhere

Small works companies squeezed out

Availability of working capital or operator parent companies cause delays

Inability to deliver

Spread of customers across fixed and mobile networks

Our strategy includes and we will execute on acquisitions to make us stronger in this period

Our growth now places us above the mark at which operators would consider us a “small supplier”

Flexible cost model with low fixed overheads. Securing access to sufficient working capital facilities

Building our employment brand and retention programs.

opeRAtoR consolidAtion

timing of

3Rd tieR consolidAtion

opeRAtoR supply chAin

RAtionAlisAtion

uk Recession / euRo impAct

key mAnAgement And engineeR skill

Retention

ViRtuA uk ltd gRoup AnnuAl RepoRt38

RiskimpAct mitigAtion

€


Summary Financials

key

Year Ended 31.10.14Year Ended 31.10.13

£

Year Ended 31.10.14

£

Year Ended31.10.13

£

TURNOVER 9,600,658 8,177,400

Cost of Sales 7,491,328 5,820,125

GROSS PROFIT 2,109,330 2,357,275

Gross Margin 22% 29%

Net Operating Expenses 1,783,848 1,814,664

EBITDA 325,482 542,611

EBITDA % Sales 3% 7%

Depreciation 182,619 147,139

Interest on Operations 108,071 51,978

Amortisation of Goodwill 113,767 56,883

PROFIT BEFORE RESTRUCTURING -78,975 286,611

Restructuring Costs 47,820 277,869

PROFIT/(LOSS) ON ORDINARY ACTIVITES BEFORE TAXATION

-126,795 8,742

tuRnoVeR

up 17%

ebitdA doWn 40%

cAsh floW

up 137%

Consolidated Group Profit and Loss Account Year Ended 31st October 2014£


The second year of our five year plan has concluded with us making good progress towards the financial and strategic goals we set out for ourselves. We are now beginning to see the benefits of a broader customer base and a reasonable scale.

We still see risk in the consolidation of the supply chain and in the exposure small to medium suppliers face from the unintended consequences of changes in operator plans and markets.

We believe our focus on a broad customer base, a commitment to delivery and a strong financial base will continue to bring rewards for us and our customers.

We need to grow further this year both organically and inorganically to build our Balance Sheet and better manage the inherent risks in our sector.

on behAlf of the boARd:

Andy WAtts mAnAging diRectoR ViRtuA uk ltd

Summary


Annual Accounts


Virtua uK Ltd Group annuaL accounts 2014 Virtua uK Ltd Group annuaL accounts 2014

Page 8

VIRTUA UK LIMITED (REGISTERED NUMBER: 04047798) REPORT OF THE DIRECTORS FOR THE YEAR ENDED 31ST OCTOBER 2014 AUDITORS The auditors, Morris Owen, will be proposed for re-appointment at the forthcoming Annual General Meeting. ON BEHALF OF THE BOARD: Mr A D Watts - Director 2nd July 2015

Page 7

VIRTUA UK LIMITED (REGISTERED NUMBER: 04047798) REPORT OF THE DIRECTORS FOR THE YEAR ENDED 31ST OCTOBER 2014 The directors present their report with the financial statements of the company and the group for the year ended 31st October 2014. DIVIDENDS Interim dividends per share were paid as follows: Date

Share type

Paid per share

£ 11 September 2014 A & B Shares 993.93 11 September 2014 C Shares 562.60 31 October 2014 A Shares 502.25 31 October 2014 B Shares 679.94 31 October 2014 C Shares 390.56 The directors recommend that no final dividends be paid. The total distribution of dividends for the year ended 31 October 2014 will be £190,505. DIRECTORS The directors shown below have held office during the whole of the period from 1st November 2013 to the date of this report. Mr B J Watt Mr R W Brown Mr A D Watts Mr R Heagney CHARITABLE DONATIONS During the year the company made charitable donations totalling £5,901 (2013: £1,539). STATEMENT OF DIRECTORS' RESPONSIBILITIES The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgements and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the

company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.



Page 10

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF VIRTUA UK LIMITED Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept by the parent company, or returns adequate for our

audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns;

or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit. Mr Alan John Barlow (Senior Statutory Auditor) for and on behalf of Morris Owen Statutory Auditors 43-45 Devizes Road SWINDON Wiltshire SN1 4BG Date: .............................................

Page 9

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF VIRTUA UK LIMITED We have audited the financial statements of Virtua UK Limited for the year ended 31st October 2014 on pages twelve to twenty nine. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). 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 a Report of the Auditors 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. Respective responsibilities of directors and auditors As explained more fully in the Statement of Directors' Responsibilities set out on page eight, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group's and the parent company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Group Strategic Report and the Report of the Directors to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Opinion on financial statements In our opinion the financial statements: - give a true and fair view of the state of the group's and of the parent company's affairs as at

31st October 2014 and of the group's loss for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting

Practice; and - have been prepared in accordance with the requirements of the Companies Act 2006. Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements.



The notes form part of these financial statements Page 12

VIRTUA UK LIMITED (REGISTERED NUMBER: 04047798) CONSOLIDATED BALANCE SHEET 31ST OCTOBER 2014 2014 2013 Notes £ £ £ £ FIXED ASSETS Intangible assets 9 398,183 511,950 Tangible assets 10 431,655 584,102 Investments 11 - -

829,838 1,096,052 CURRENT ASSETS Stocks 12 32,041 201,331 Debtors 13 3,199,338 3,642,055 Cash at bank and in hand 343,002 186,506

3,574,381 4,029,892 CREDITORS Amounts falling due within one year 1

4 3,315,675 3,548,426

NET CURRENT ASSETS 258,706 481,466

TOTAL ASSETS LESS CURRENT LIABILITIES

1,088,544

1,577,518

CREDITORS Amounts falling due after more than one year

15

(34,939)

(27,816)

PROVISIONS FOR LIABILITIES 18 (235,559) (394,193)

NET ASSETS 818,046 1,155,509

CAPITAL AND RESERVES Called up share capital 19 143 143 Share premium 20 832,447 832,447 Capital redemption reserve 20 40 40 Profit and loss account 20 (14,584) 322,879

SHAREHOLDERS' FUNDS 23 818,046 1,155,509

The financial statements were approved by the Board of Directors on 2nd July 2015 and were signed on its behalf by: Director Director


VIRTUA UK LIMITED (REGISTERED NUMBER: 04047798) CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST OCTOBER 2014 2014 2013 Notes £ £ £ £ TURNOVER 9,600,658 8,177,400 Continuing operations 9,600,658 4,684,217 Acquisitions - 3,493,183

9,600,658 8,177,400

Cost of sales 2 7,491,328 5,820,125

GROSS PROFIT 2 2,109,330 2,357,275 Net operating expenses 2 2,123,006 2,018,689

OPERATING (LOSS)/PROFIT 4 (13,676) 338,586 Continuing operations (13,676) 423,289 Acquisitions - (84,703)

(13,676) 338,586

Cost of fundamental reorganisation 47,820 277,869

(61,496) 60,717 Interest receivable and similar income 10 3

(61,486) 60,720 Interest payable and similar charges 5 65,309 51,978

(LOSS)/PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION

(126,795)

8,742

Tax on (loss)/profit on ordinary activities

6

20,163

5,494

(LOSS)/PROFIT FOR THE FINANCIAL YEAR FOR THE GROUP

(146,958)

3,248

TOTAL RECOGNISED GAINS AND LOSSES The group has no recognised gains or losses other than the loss for the current year and the profit for the previous year.




VIRTUA UK LIMITED (REGISTERED NUMBER: 04047798) CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST OCTOBER 2014 2014 2013 Notes £ £ £ £ Net cash inflow from operating activities 1 843,241 355,054 Returns on investments and servicing of finance 2 (65,299) (51,975) Taxation (214,126) - Capital expenditure and financial investment 2 (10,782) (267,105) Acquisitions and disposals 2 (181,865) (7,403) Equity dividends paid (190,505) -

180,664 28,571 Financing 2 (24,168) 52,390

Increase in cash in the period 156,496 80,961

Reconciliation of net cash flow to movement in net funds 3 Increase in cash in the period 156,496 80,961 Cash outflow from decrease in debt and lease financing

97,695

80,432

Change in net funds resulting from cash flows 254,191 161,393 New finance leases (58,028) - Loans and Finance leases acquired with subsidiary - (280,485)

Movement in net funds in the period 196,163 (119,092) Net funds at 1st November 75,505 194,597

Net funds at 31st October 271,668 75,505


VIRTUA UK LIMITED (REGISTERED NUMBER: 04047798) COMPANY BALANCE SHEET 31ST OCTOBER 2014 2014 2013 Notes £ £ £ £ FIXED ASSETS Intangible assets 9 436,005 - Tangible assets 10 264,706 252,076 Investments 11 471,169 1,094,033

1,171,880 1,346,109 CURRENT ASSETS Stocks 12 29,041 - Debtors 13 3,043,396 1,731,276 Cash at bank and in hand 340,374 64,686

3,412,811 1,795,962 CREDITORS Amounts falling due within one year 1

4 3,535,572 1,834,708

NET CURRENT LIABILITIES (122,761) (38,746)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,049,119

1,307,363

CREDITORS Amounts falling due after more than one year

15

(34,939)

-

PROVISIONS FOR LIABILITIES 18 (126,095) (68,882)

NET ASSETS 888,085 1,238,481

CAPITAL AND RESERVES Called up share capital 19 143 143 Share premium 20 832,447 832,447 Capital redemption reserve 20 40 40 Profit and loss account 20 55,455 405,851

SHAREHOLDERS' FUNDS 23 888,085 1,238,481

The financial statements were approved by the Board of Directors on 2nd July 2015 and were signed on its behalf by: Director

Director




VIRTUA UK LIMITED (REGISTERED NUMBER: 04047798) NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST OCTOBER 2014 3. ANALYSIS OF CHANGES IN NET FUNDS Other At non-cash At 1.11.13 Cash flow changes 31.10.14 £ £ £ £ Net cash: Cash at bank and in hand 186,506 156,496 343,002

186,506 156,496 343,002

Debt: Hire purchase (111,001) 97,695 (58,028) (71,334)

(111,001) 97,695 (58,028) (71,334)

Total 75,505 254,191 (58,028) 271,668


VIRTUA UK LIMITED (REGISTERED NUMBER: 04047798) NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST OCTOBER 2014 1. RECONCILIATION OF OPERATING (LOSS)/PROFIT TO NET CASH INFLOW FROM

OPERATING ACTIVITIES 2014 2013 £ £ Operating (loss)/profit (13,676) 338,586 Depreciation charges 296,386 204,022 Loss on disposal of fixed assets 13 2,847 Increase in provision 11 - Fixed asset impairment 26,545 - Decrease/(increase) in stocks 169,290 (108,370) Decrease/(increase) in debtors 463,911 (178,073) (Decrease)/increase in creditors (99,239) 96,042

Net cash inflow from operating activities 843,241 355,054

2. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT 2014 2013 £ £ Returns on investments and servicing of finance Interest received 10 3 Interest paid (53,002) (44,761) Interest element of hire purchase payments (12,307) (7,217)

Net cash outflow for returns on investments and servicing

of finance

(65,299)

(51,975)

Capital expenditure and financial investment Purchase of tangible fixed assets (86,230) (92,272) Purchase of fixed asset investments - (194,033) Sale of tangible fixed assets 75,448 19,200

Net cash outflow for capital expenditure and financial

investment

(10,782)

(267,105)

Acquisitions and disposals Cost of reorganisation (181,865) (7,403)

Net cash outflow for acquisitions and disposals (181,865) (7,403)

Financing Capital repayments in year (97,695) (80,432) Amount introduced by directors 73,527 132,822

Net cash (outflow)/inflow from financing (24,168) 52,390



Page 18 continued...

VIRTUA UK LIMITED (REGISTERED NUMBER: 04047798) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued FOR THE YEAR ENDED 31ST OCTOBER 2014 1. ACCOUNTING POLICIES - continued Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to the profit and loss account in the period to which they relate.

Warranties and retentions

Warranty obligations for major projects are covered by a provision made in line with a percentage of the gross contract value and held from the date of practical completion for 12 months thereafter or, longer if defined in the contract.

Customer contract retention's are recognised as earned in line with the on-going contract applications rather than being recognised when the retention is released by the customer. Any liabilities arising in the fulfilment of these contracts are covered by the companies warranty provisions.

2. ANALYSIS OF OPERATIONS 2014 Continuing Acquisitions Total £ £ £ Cost of sales 7,491,328 - 7,491,328

Gross profit 2,109,330 - 2,109,330

Net operating expenses: Administrative expenses 2,123,085 - 2,123,085 Other operating income (79) - (79)

2,123,006 - 2,123,006

2013 Continuing Acquisitions Total £ £ £ Cost of sales 3,215,353 2,604,772 5,820,125

Gross profit 1,468,864 888,411 2,357,275

Net operating expenses: Administrative expenses 1,045,575 973,114 2,018,689

3. STAFF COSTS 2014 2013 £ £ Wages and salaries 1,828,610 1,496,641 Social security costs 208,075 212,584 Other pension costs 70,044 70,840

2,106,729 1,780,065


VIRTUA UK LIMITED (REGISTERED NUMBER: 04047798) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST OCTOBER 2014 1. ACCOUNTING POLICIES Accounting convention

The financial statements have been prepared under the historical cost convention. Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 8 Related Party Disclosures, not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover

Turnover represents net invoiced sales of goods, excluding value added tax. Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2013, is being amortised evenly over its estimated useful life of five years.

Goodwill, being the amount paid in connection with the acquisition of the Custom Communications Systems Group Limited in May 2013, is being amortised evenly over its estimated useful life of five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Plant and machinery - 20% on cost Fixtures and fittings - 20% on cost Motor vehicles - 33% on cost Computer equipment - 33% on cost Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost includes all direct expenditure and an appropriate proportion of fixed and variable overheads.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to the profit and loss account over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease.




VIRTUA UK LIMITED (REGISTERED NUMBER: 04047798) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued FOR THE YEAR ENDED 31ST OCTOBER 2014 6. TAXATION Analysis of the tax charge

The tax charge on the loss on ordinary activities for the year was as follows: 2014 2013 £ £ Current tax: UK corporation tax 54,448 (707) Under/over provision (21,766) -

Total current tax 32,682 (707) Deferred tax (12,519) 6,201

Tax on (loss)/profit on ordinary activities 20,163 5,494

7. LOSS OF PARENT COMPANY

As permitted by Section 408 of the Companies Act 2006, the Profit and Loss Account of the parent company is not presented as part of these financial statements. The parent company's loss for the financial year was £159,891 (2013 - £86,221 profit).

8. DIVIDENDS 2014 2013 £ £

A Shares shares of 1.00 each Interim 89,771 -

B Shares shares of 1.00 each Interim 50,216 -

C Shares shares of 1.00 each Interim 50,518 -

190,505 -

9. INTANGIBLE FIXED ASSETS Group Goodwill £ COST At 1st November 2013 and 31st October 2014 568,833

AMORTISATION At 1st November 2013 56,883 Amortisation for year 113,767

At 31st October 2014 170,650

NET BOOK VALUE At 31st October 2014 398,183

At 31st October 2013 511,950


VIRTUA UK LIMITED (REGISTERED NUMBER: 04047798) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued FOR THE YEAR ENDED 31ST OCTOBER 2014 3. STAFF COSTS - continued

The average monthly number of employees during the year was as follows: 2014 2013 Directors 4 4 Staff 42 33

46 37

4. OPERATING (LOSS)/PROFIT

The operating loss (2013 - operating profit) is stated after charging/(crediting): 2014 2013 £ £ Hire of plant and machinery 114,821 123,059 Depreciation - owned assets 148,445 119,338 Depreciation - assets on hire purchase contracts 34,174 27,802 Loss on disposal of fixed assets 13 2,847 Goodwill amortisation 113,767 56,883 Auditors' remuneration 17,621 16,830 Auditors' remuneration for non audit work 14,432 20,947 Foreign exchange differences (27) 7,911 Operating leases - other assets 59,563 55,356

Directors' remuneration 256,754 327,420 Directors' pension contributions to money purchase schemes 31,000 29,200

The number of directors to whom retirement benefits were accruing was as follows: Money purchase schemes 3 4

Information regarding the highest paid director is as follows: 2014 2013 £ £ Emoluments etc 69,412 95,960 Pension contributions to money purchase schemes 14,000 8,400

5. INTEREST PAYABLE AND SIMILAR CHARGES 2014 2013 £ £ Bank interest 290 894 Directors loan interest 50,326 38,773 Loan 2,386 5,094 Hire purchase 12,307 7,217

65,309 51,978




VIRTUA UK LIMITED (REGISTERED NUMBER: 04047798) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued FOR THE YEAR ENDED 31ST OCTOBER 2014 10. TANGIBLE FIXED ASSETS - continued Group

Fixed assets, included in the above, which are held under hire purchase contracts are as follows: Plant and Motor Computer machinery vehicles equipment Totals £ £ £ £ COST At 1st November 2013 10,191 239,698 - 249,889 Additions 61,365 18,739 10,870 90,974 Disposals - (65,916) - (65,916) Transfer to ownership (40,523) (201,579) - (242,102)

At 31st October 2014 31,033 (9,058) 10,870 32,845

DEPRECIATION At 1st November 2013 6,630 21,172 - 27,802 Charge for year 3,205 30,365 604 34,174 Eliminated on disposal - (8,650) - (8,650) Transfer to ownership (36,962) (114,788) - (151,750)

At 31st October 2014 (27,127) (71,901) 604 (98,424)

NET BOOK VALUE At 31st October 2014 58,160 62,843 10,266 131,269

At 31st October 2013 3,561 218,526 - 222,087

Company Fixtures Plant and and Motor Computer machinery fittings vehicles equipment Totals £ £ £ £ £ COST At 1st November 2013 401,573 60,110 18,426 84,946 565,055 Additions 74,175 275 22,993 34,736 132,179 Disposals - - (12,676) - (12,676)

At 31st October 2014 475,748 60,385 28,743 119,682 684,558

DEPRECIATION At 1st November 2013 184,369 41,195 9,025 78,390 312,979 Charge for year 90,391 10,696 5,308 8,240 114,635 Eliminated on disposal - - (7,762) - (7,762)

At 31st October 2014 274,760 51,891 6,571 86,630 419,852

NET BOOK VALUE At 31st October 2014 200,988 8,494 22,172 33,052 264,706

At 31st October 2013 217,204 18,915 9,401 6,556 252,076


VIRTUA UK LIMITED (REGISTERED NUMBER: 04047798) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued FOR THE YEAR ENDED 31ST OCTOBER 2014 9. INTANGIBLE FIXED ASSETS - continued Company Goodwill £ COST Additions 487,910

At 31st October 2014 487,910

AMORTISATION Amortisation for year 51,905

At 31st October 2014 51,905


During the year the trade of a subsidiary company, Custom Antenna Limited, was hived up in to Virtua UK Limited.

Accordingly, an adjustment has been made to recategorise the goodwill which was acquired and which is inherent in the value of the fixed asset investment and taking in to account the amortisation that would have been charged from the date of its acquisition.

The element of goodwill which would have been amortised from the date of acquisition through to the date of hive-up has been written off the investment.

It is anticipated that during the year to 31 October 2015 the remaining assets will be hived-up from the 'Custom' group together with the companies reserves.

10. TANGIBLE FIXED ASSETS Group Fixtures Plant and and Motor Computer machinery fittings vehicles equipment Totals £ £ £ £ £ COST At 1st November 2013 422,247 67,090 315,656 134,798 939,791 Additions 74,175 275 22,992 34,736 132,178 Disposals (114,148) (23,548) (92,939) (142,692) (373,327)

At 31st October 2014 382,274 43,817 245,709 26,842 698,642

DEPRECIATION At 1st November 2013 189,779 42,368 30,196 93,346 355,689 Charge for year 92,530 11,466 55,836 22,787 182,619 Eliminated on disposal (102,181) (23,548) (29,445) (142,692) (297,866) Impairments 1,159 5,037 - 20,349 26,545

At 31st October 2014 181,287 35,323 56,587 (6,210) 266,987

NET BOOK VALUE At 31st October 2014 200,987 8,494 189,122 33,052 431,655

At 31st October 2013 232,468 24,722 285,460 41,452 584,102




VIRTUA UK LIMITED (REGISTERED NUMBER: 04047798) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued FOR THE YEAR ENDED 31ST OCTOBER 2014 11. FIXED ASSET INVESTMENTS - continued

Custom Antenna Systems Limited Nature of business: Wired Telecommunications Activities

% Class of shares: holding Ordinary 100.00 31.3.14 31.3.13 £ £ Aggregate capital and reserves 1,155,592 1,331,834 (Loss)/profit for the year (176,242) 208,987

The company has taken advantage of the exemption from audit under Section 479A of the Companies Act 2006 relating to the audit of subsidiary accounts for the accounting period to 31 March 2014.

Custom Rigging Services Limited Nature of business: Wired Telecommunications Activities

% Class of shares: holding Ordinary 100.00 31.3.14 31.3.13 £ £ Aggregate capital and reserves 55,855 156,259 (Loss)/profit for the year (30,404) 113,675


Custom Wireless Solutions Limited Nature of business: Wired Telecommunications Activities

% Class of shares: holding Ordinary 100.00 31.3.14 31.3.13 £ £ Aggregate capital and reserves 158,511 286,827 (Loss)/profit for the year (58,316) 321,922


12. STOCKS Group Company 2014 2013 2014 2013 £ £ £ £ Stocks 3,000 3,000 - - Work-in-progress 29,041 198,331 29,041 -

32,041 201,331 29,041 -


VIRTUA UK LIMITED (REGISTERED NUMBER: 04047798) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued FOR THE YEAR ENDED 31ST OCTOBER 2014 10. TANGIBLE FIXED ASSETS - continued Company

Fixed assets, included in the above, which are held under hire purchase contracts are as follows: Plant and Motor Computer machinery vehicles equipment Totals £ £ £ £ COST Additions 61,365 18,740 10,870 90,975

At 31st October 2014 61,365 18,740 10,870 90,975

DEPRECIATION Charge for year 3,205 1,541 604 5,350

At 31st October 2014 3,205 1,541 604 5,350

NET BOOK VALUE At 31st October 2014 58,160 17,199 10,266 85,625

11. FIXED ASSET INVESTMENTS Company Shares in group undertakings £ COST At 1st November 2013 1,094,033 Disposals (134,954) Reclassification/transfer (487,910)

At 31st October 2014 471,169


At 31st October 2013 1,094,033

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Custom Communications Systems Group Limited Nature of business: Holding company

% Class of shares: holding Ordinary shares 100.00 31.3.14 31.3.13 £ £ Aggregate capital and reserves 247,501 247,501 Profit for the year - 119,950





VIRTUA UK LIMITED (REGISTERED NUMBER: 04047798) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued FOR THE YEAR ENDED 31ST OCTOBER 2014 16. OBLIGATIONS UNDER HIRE PURCHASE CONTRACTS AND LEASES - continued Company

Hire purchase contracts

2014 2013 £ £ Net obligations repayable: Within one year 17,949 - Between one and five years 34,939 -

52,888 -

The following operating lease payments are committed to be paid within one year: Group

Land and buildings 2014 2013 £ £ Expiring: Within one year 51,088 - Between one and five years - 52,220

51,088 52,220

Company

Land and buildings 2014 2013 £ £ Expiring: Within one year 51,088 - Between one and five years - 52,220

51,088 52,220

17. SECURED DEBTS The following secured debts are included within creditors: Group Company 2014 2013 2014 2013 £ £ £ £ Sales Invoice financing 581,165 457,334 581,165 268,805

Included within other creditors is a sales invoice financing liability secured by a debenture dated 3rd August 2012 creating a fixed and floating charge over the undertaking and all property and assets present and future, including goodwill, book debts, uncalled capital, buildings, fixtures and fixed plant and machinery.

-Page 25 continued...

VIRTUA UK LIMITED (REGISTERED NUMBER: 04047798) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued FOR THE YEAR ENDED 31ST OCTOBER 2014 13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR Group Company 2014 2013 2014 2013 £ £ £ £ Trade debtors 2,302,636 3,129,089 2,127,734 1,338,998 Amounts owed by group undertakings 6,874 - 125,000 190,451 Amounts recoverable on contract 138,733 195,196 76,626 - Other debtors 4,025 5,149 4,025 2,600 Corporation tax recoverable 29,965 15,644 - - Prepayments 54,147 131,236 47,053 33,486 Accrued income 662,958 165,741 662,958 165,741

3,199,338 3,642,055 3,043,396 1,731,276

Included within debtors are amounts outstanding under an invoice discounting facility totalling £1,140,246 for the group and £1,053,494 the company (2013: £1,469,831 for the group and £900,789 for the company).

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR Group Company 2014 2013 2014 2013 £ £ £ £ Hire purchase contracts (see note 16) 36,395 83,185 17,949 - Trade creditors 1,257,878 1,509,565 1,227,228 838,833 Amounts owed to group undertakings 6,874 - 423,266 - Corporation tax 54,448 221,571 7,756 8,142 Social security and other taxes 94,425 116,873 94,425 61,470 VAT 261,642 279,879 194,651 20,406 Other creditors 696,803 648,197 693,453 331,620 Directors' current accounts 556,137 482,610 556,137 475,500 Accruals and deferred income 351,073 206,546 320,707 98,737

3,315,675 3,548,426 3,535,572 1,834,708

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE

YEAR Group Company 2014 2013 2014 2013 £ £ £ £ Hire purchase contracts (see note 16) 34,939 27,816 34,939 -

16. OBLIGATIONS UNDER HIRE PURCHASE CONTRACTS AND LEASES Group

Hire purchase contracts

2014 2013 £ £ Net obligations repayable: Within one year 36,395 83,185 Between one and five years 34,939 27,816

71,334 111,001



Page 28

VIRTUA UK LIMITED (REGISTERED NUMBER: 04047798) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued FOR THE YEAR ENDED 31ST OCTOBER 2014 21. CONTINGENT LIABILITIES

Virtua Limited as holding company of the group which comprises of Custom Communications Systems Group Limited (Registered Number 06526161), Custom Antenna Systems Limited (Registered Number 03533954), Custom Rigging Services Limited (Registered Number 07576922) and Custom Wireless Solutions Limited (Registered Number 07576747), has given each company a guarantee over their liabilities as at 31 March 2014 in order for those companies to claim exemption from the requirements of audit by virtue of section 479A of the Companies Act 2006.

The Directors of Virtua Limited intend to give a further guarantee of the subsidiary company debts as at 31st March 2015 to allow the exemption to be claimed again.

22. ULTIMATE CONTROLLING PARTY

There is not considered to be one controlling party. 23. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS Group 2014 2013 £ £ (Loss)/profit for the financial year (146,958) 3,248 Dividends (190,505) -

(337,463) 3,248 Share issue - 53 Share premium - 832,447

Net (reduction)/addition to shareholders' funds (337,463) 835,748 Opening shareholders' funds 1,155,509 319,761

Closing shareholders' funds 818,046 1,155,509

Company 2014 2013 £ £ (Loss)/profit for the financial year (159,891) 86,221 Dividends (190,505) -

(350,396) 86,221 Share issue - 53 Share premium - 832,447

Net (reduction)/addition to shareholders' funds (350,396) 918,721 Opening shareholders' funds 1,238,481 319,760

Closing shareholders' funds 888,085 1,238,481


VIRTUA UK LIMITED (REGISTERED NUMBER: 04047798) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued FOR THE YEAR ENDED 31ST OCTOBER 2014 18. PROVISIONS FOR LIABILITIES

Group Company 2014 2013 2014 2013 £ £ £ £ Deferred tax Accelerated Capital Allowances 51,207 63,727 32,477 28,358 Other provisions Restructuring provision 29,084 38,280 4,084 40,524 Office closure provision 95,257 194,389 85,000 - Redundancy provision - 37,797 - - Warranty provision 60,011 60,000 4,533 - 184,352 330,466 93,617 40,524 Aggregate amounts 235,559 394,193 126,095 68,882

19. CALLED UP SHARE CAPITAL Allotted, issued and fully paid: Number: Class: Nominal 2014 2013 value: £ £ 60 A Shares 1.00 60 60 30 B Shares 1.00 30 30 53 C Shares 1.00 53 53

143 143

20. RESERVES Group Profit Capital and loss Share redemption account premium reserve Totals £ £ £ £ At 1st November 2013 322,879 832,447 40 1,155,366 Deficit for the year (146,958) (146,958) Dividends (190,505) (190,505)

At 31st October 2014 (14,584) 832,447 40 817,903

Company Profit Capital and loss Share redemption account premium reserve Totals £ £ £ £ At 1st November 2013 405,851 832,447 40 1,238,338 Deficit for the year (159,891) (159,891) Dividends (190,505) (190,505)

At 31st October 2014 55,455 832,447 40 887,942



compAny infoRmAtion - yeAR ended 31st octobeR 2014

diRectoRsMr B J WattMr R W BrownMr A D WattsMr R Heagney

Registered Number: 04047798 (England and Wales)

AuditoRs: Morris OwenStatutory Auditors43-45 Devizes RoadSWINDONWiltshireSN1 4BG

bAnkeRs: Barclays Bank Plc15 Queen SquareBRISTOLAvonBS1 4NP

RegisteRed office:Unit 5, Callow ParkCallow HillBRINKWORTHWiltshireSN15 5FD

70 Virtua uK Ltd Group annuaL report

Virtua uK Ltd Group annuaL accounts 2014

E: T: WEB:

@virtuateamtalk

facebook.com/virtuauk

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[email protected] 511 020 www.virtua.uk.com

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