Company number 3263464
Report and Accounts
Year ended 31 March 2024
Telecom Plus PLC Page 1 of 189 31 March 2024
Registered number 3263464
Contents
Strategic report
Financial and Operational Highlights 2
At a glance 3
Investment case 4
Chairman’s Statement 6
Co-Chief Executives’ Review 10
Financial Review 21
Principal Risks and Uncertainties 25
People and Organisation 33
Sustainability Report 40
Task Force on Climate-Related Financial Disclosures Report 54
Governance
Board of Directors 67
Corporate Governance Statement 70
Nomination Committee Report 80
Audit and Risk Committee Report 84
Directors’ Remuneration Report 89
Directors’ Report 110
Directors’ Responsibilities 116
Financial Statements
Independent Auditor’s Report to the members of Telecom Plus PLC 118
Financial Statements 131
Notes to the Financial Statements 137
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Financial and Operational Highlights
● Revenues of £2,039.1 million (2023: £2,475.2m)
● Gross profit up 16.0% to £355.2 million (2023: £306.2m)
● Adjusted pre-tax profit* up 21.5% to £116.9 million (2023: £96.2m)
● Statutory pre-tax profit up 17.6% to £100.5 million (2022: £85.5m)
● Adjusted EPS* up 9.9% to 109.0p (2023: 99.2p)
● Statutory EPS up 3.8% to 89.9p (2023: 86.6p)
● Full year dividend of 83p (2023: 80p) per share
● Net debt to adjusted EBITDA ratio at 0.9x
● Number of customers up 14.1% to 1,011,489 (2023: 886,579)
● Number of services supplied up by 328,949 to 3,127,097 (2023:
2,798,148)
● Insurance policies up 38.3% to 139,109 (2023: 100,590)
● Ranked “Best Value for Money” and ““Most Likely to be Recommended” in
Uswitch 2023 Energy Awards; rated “Excellent” on Trustpilot
● Increase in Partner numbers to 68,251 (2023: 59,842) reflecting ongoing
strong demand for our income opportunity as cost of living pressures
continue
* Adjusted pre-tax profit (£116.9m), adjusted EBITDA (£133.3m) and Adjusted EPS exclude share incentive scheme
charges (£5.2m), and the amortisation of the energy supply contract intangible asset (£11.2m). The reconciliations
for adjusted profit before tax, adjusted EBITDA and net debt, and adjusted EPS are set out in notes 1 and 19
respectively of the financial statements.
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At a glance
The UK’s multiservice provider with over one million customers
A track record of growth in all conditions: on track for two million customers
The business has delivered uninterrupted growth in customer numbers for every one of its 25+
years. This has been achieved in a broad spectrum of market and macroeconomic conditions.
This is evidence of the continuing strength of our business model, and the sustainable double-
digit customer growth and earnings potential ahead. We remain firmly on track to add a further
one million customers over the medium term.
Our structural cost advantage
Our unique multiservice customer proposition spans the energy, broadband, mobile and
insurance markets and allows our customers to bundle many of their essential household
services together with UW. As a result, we receive up to four revenue streams from each of our
customers but have just one single back office supporting all the services we provide to them.
This gives us an inbuilt and enduring cost advantage that our competitors have been unable to
replicate and which we share with our customers year-on-year through lower prices.
Fair pricing and loyal customers
This long-term, fair pricing approach, enhanced by top-rated customer service and the
convenience of having one bill, one account, and one app to manage all their household
services, builds loyalty amongst our customers to our brand; as a result, our typical
homeowning customers display below-market rates of churn and bad debt, further
compounding our cost advantage. We have launched our Price Pledge to new customers taking
three or more services guaranteeing UW will save them money.
Our unique word of mouth customer acquisition model
The key to acquiring new multiservice customers is our unique and hard-to-replicate word-of-
mouth acquisition model. Over many years we have built up a UK-wide community of some
68,000 Partners who are real advocates for our proposition. They overcome the natural inertia
that exists to simultaneously switch multiple essential household services by personally
explaining to family, friends, work colleagues and acquaintances the convenience of a single
UW account for all their household services and the long-term value we offer. This unique
approach enables us to successfully grow our multiservice customer base in a way that other
customer acquisition strategies cannot replicate. Our Partners are attracted by the opportunity
to earn a second income amidst cost of living pressures, the flexible nature of the work and by
a mission to help their community through lower everyday bills.
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Investment case
Why invest in Telecom Plus?
Telecom Plus is a unique UK multi-service provider with a purpose: to stop households wasting
time and money on essential services. We have partnerships with leading suppliers of energy,
broadband, mobile and insurance and a high quality customer base. This leads to a high
growth, predictable, capital-light and cash generative business model supporting a clear capital
allocation policy of high returns through dividends supplemented by share buybacks.
1. The UK’s only multi-service provider
We have a unique award-winning customer proposition providing multiple essential services
including energy, broadband, mobile and insurance to over 1 million UK customers under the
Utility Warehouse brand. This provides consistently larger savings than peers and simplicity
through a single bill and point of service.
2. Significant growth opportunity
Our ability to offer lower prices than competitors, combined with award-winning customer
service, means we are able to achieve sustainable double digit customer growth. We are the
leading challenger in our markets and with a c.3% share of the UK energy market, around 1%
of the broadband and mobile markets and a nascent position in insurance there is ample
opportunity for growth.
3. Differentiated route to market
Our business model is based on a unique and hard-to-replicate word of mouth route to market.
Our Partners refer UW to their friends, family and personal networks, attracting loyal multi-
service homeowner customers which other operators find hard to reach. Customer satisfaction
and loyalty gives market-leading customer lifetimes and lower bad debts. Our Partners value
the opportunity to earn an additional income, providing a high quality and low cost means of
customer acquisition, while fulfilling our social purpose.
4. Structural cost advantage
We have a structural cost advantage as we have multiple revenue streams but only one set of
overheads, unlike our competitors. This allows us to offer the most attractive prices to our
multi-service customers, permitting us to be more profitable and reinvest in the business to
improve our value for money still further – reinforcing our competitive position and sustaining
our superior growth rate.
5. Capital light business model
We do not own any infrastructure, as we are a virtual service provider meaning we do not need
significant capital expenditure to grow. We are able to offer high quality services from the best
providers, benefiting from 20 year relationships and long term contracts. Our long track record
increases supplier and Partner confidence in us. Our model means we differentiate on price,
simplicity and service while not taking capacity or technology risk.
6. Proven financial track record with strong returns
We generate predictable, growing earnings from the supply of essential services. We are highly
cash generative due to our capital light model. Over the last ten years our gross profit has
grown by 254%, adjusted profit before tax by 162% and dividend per share by 137%. We
consistently generate strong returns with a ROCE of above 30%. We pursue a progressive
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distribution policy with a total pay out of 80-90% of adjusted net income including a dividend
rising modestly with inflation and supplemented by share buybacks, with an appropriate level of
gearing.
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Chairman’s Statement
I am pleased to report another exceptional performance during FY24 with customer and
service numbers continuing to show strong organic growth, and with record profits and
dividends.
Adjusted pre-tax profits increased by 21.5% to £116.9m (2023: £96.2m), slightly above
market expectations, reflecting the continuing double-digit growth in our customer and
service numbers, and a modest tailwind from higher energy prices in Q1 (compared with the
remainder of FY24).
The Ofgem energy price cap during FY24 averaged £2,140 (2023: £3,100). This significant
reduction led to a fall in overall revenues for the business to £2,039.1m (2023: £2,475.2m)
notwithstanding a significant increase in service numbers and higher revenues from non-
energy services. These factors were also responsible for our higher gross profit margin,
which at 17.4% (2023: 12.4%) is returning towards historically normal levels, and the
16.0% increase in our gross profit to £355.2m (2023: £306.2m). Adjusted earnings per
share for the year rose by 9.9% to 109.0p (2023: 99.2p). Statutory pre-tax profits rose by
17.6% to £100.5m (2023: £85.5m), and statutory EPS rose by 3.8% to 89.9p (2023:
86.6p).
Our strong organic growth continued during the year, with customer numbers increasing by
14.1% to 1,011,489 (2023: 886,579) and service numbers rising by 328,949 to 3,127,097
(2023: 2,798,148).
Families across the UK faced strong inflationary pressures throughout the year, and we remain
proud of the role we played in helping both customers and Partners navigate the challenges this
created. Our unique business model shares the benefits we derive as an integrated multiservice
supplier with our customers (by giving them sustainable long-term savings on their essential
household services), whilst our Partner opportunity offers hard-working people, from all walks
of life, the ability to earn an additional long-term income (which helps offset their rising cost of
living whilst building financial freedom). As a result we are seeing ongoing strong demand in
both these areas, with our total Partner numbers increasing by 14.1% to 68,251.
I am very proud of the commitment and achievements of our employees without which this
record Company performance could not have been achieved. Amongst other accolades, we
were awarded “Best Value for Money” and “Most likely to be Recommended” by Uswitch in
their 2023 Energy Awards, came out top in the latest Which? league table of Energy
Suppliers, were rated 5 stars for customer service by Uswitch in their 2024 Broadband
Rankings, and achieved an “Excellent” rating on Trustpilot. This positive recognition reflects
the outstanding customer service delivered by our colleagues, as well as the great value for
money of our customer offering and the dedication of our Partners.
Sustainability
Our people and the communities we serve are at the heart of our strategy. As a company, we
are culturally focussed on our sustainability - not just in our approach to building long-term
relationships with our customers and Partners and supporting our employees, but also in
ensuring that we are doing business responsibly. This includes considering our wider impact on
the environment around us and supporting the UK’s transition to net zero.
I am pleased with the further progress we have made this year towards improving our
sustainability, including leveraging our updated E.ON contract, which enables UW to develop
products that will better serve our customers as the UK moves towards net zero.
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On our diversity and inclusion agenda, not only have we exceeded our targets for management
roles held by women and employees from ethnically diverse backgrounds, we have also
developed and launched our UW Belonging groups, with six such groups created during FY24.
We also conducted a Diversity & Inclusion audit, the findings of which will help us shape the
future of this agenda at UW, ensuring we create an environment where everyone feels they
belong and can develop to their full potential.
As families across the UK continue to face ongoing cost of living challenges, we are proud of the
role we play in helping our customers and Partners navigate these sustainably, through a
combination of savings on their household services (for customers) and an additional income to
help offset the rising cost of living (for Partners). I am delighted that we have been able to
quantify the positive socio-economic impact of the UW Partner opportunity, with 86% of the
Partners who responded to our survey saying that being able to earn flexibly through UW had
improved their quality of life.
Looking ahead, our FY25 ESG objectives demonstrate the Company’s continued commitment to
improving its sustainability and I look forward to delivering further progress over the year
ahead. Further detail of the Company's sustainability agenda and ongoing progress is set out in
our ESG and Sustainability Reports.
Corporate Governance
The UK Corporate Governance Code (the "Code") encourages the Chairman to report personally
on how the principles in the Code relating to the role and effectiveness of the Board have been
applied.
As a board we are responsible to the Company's shareholders for delivering sustainable
shareholder value over the long term through effective management and good governance. A
key role of mine, as Non-Executive Chairman, is to provide strong leadership to enable the
Board to operate effectively.
We believe that open and rigorous debate around key strategic issues, risks, and opportunities
faced by the Company is important in achieving our objectives and the Company is fortunate to
have non-executive directors with diverse and extensive business experience who actively
contribute to these discussions.
Further detail of the Company's governance processes and compliance with the Code is set out
in the Corporate Governance Statement.
Dividend and Capital Allocation
The Company continues to deliver strong underlying cash generation, notwithstanding our
ongoing double-digit organic customer growth.
We are proposing a final dividend of 47p (2023: 46p), bringing the total for the year to 83p
(2023: 80p). This will be paid on 23 August 2024 to shareholders on the register at the close
of business on 2 August 2024 subject to approval by shareholders at the Company's AGM
which will be held on 13 August 2024. The Company also completed a share buyback of
£10.2 million during the year, bringing the total return to shareholders for FY24 to 87.1%
(see note 18) of adjusted net income.
The Board adopts a disciplined approach to the allocation of capital, with the overriding
objective being to enhance long-term shareholder value, whilst maintaining an appropriate
level of gearing; this means retaining sufficient resources within the business to ensure that
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our organic growth is not constrained by lack of capital. We intend to continue following a
progressive distribution policy, returning 80%-90% of adjusted net income to shareholders
over the medium term, with the dividend growing in line with inflation, and with the balance
being allocated to buying back shares.
Board Changes
As previously announced last autumn, Andrew Lindsay is stepping down as Co-CEO and from
the Board after 16 years with the company. The current Co-CEO structure that has been in
place for the past two years provides a clear succession path, and Stuart Burnett will assume
overall responsibility for the business as sole CEO from our forthcoming AGM in August.
Andrew will remain with the business on a part-time basis over the medium term, with a
focus on supporting and further growing our Partner community.
We are delighted to welcome Bindi Karia as a new independent non-executive director to the
Board. Ms Karia will join the Board immediately following the AGM. We expect her extensive
experience, particularly in technology and innovation (where she has held senior board,
investment, and advisory roles across the technology sector in Europe), to be of considerable
value over the coming years.
Outlook
Sustainable Growth
As the only fully-integrated supplier in the UK spanning four essential household markets
(energy, broadband, mobile and insurance), our one-stop-shop proposition delivers long-term
savings funded by the inherent efficiency of our bundled multiservice proposition, with
significant and growing appeal. This sustainable cost advantage sets us apart from our
competitors, each of whom are focussed on individual market segments; and with 97 out of
every 100 UK households taking their essential home services from these other suppliers, our
organic growth opportunity has barely been tapped.
Since autumn 2021, over two and a half years ago, we have grown our customer numbers at
an annualised compound rate of over 18%, spanning a period during which energy commodity
prices increased steeply and then fell sharply, before stabilising at or around current levels.
During the period of steeply rising energy prices, our annualised customer growth rate was in
excess of 20% (albeit on a smaller opening customer base), whilst during the periods of both
falling and now broadly stable prices our annualised growth rate has been consistently around
14%. That we have been able to deliver such strong double-digit growth during a rising, falling
and stable environment for energy prices gives us considerable confidence in our ability to
continue doing so in future.
Regulatory Environment
We fully endorse the more responsible regulatory environment for retail energy suppliers now
in force, an outcome which we spent many years lobbying for. The combination of new capital
adequacy requirements being imposed upon suppliers and the low regulatory EBIT margin
allowed by Ofgem, make it extremely challenging for any standalone energy supplier to sell
below the level of the price cap and earn an acceptable return on capital. As a result, we are
uniquely positioned to outcompete over the longer term increasing our market share both
sustainably and profitably.
Against that backdrop, and with energy prices having fallen significantly from their peak,
rational competition has returned. All the major energy suppliers are actively seeking to acquire
new customers, with a marked increase in advertising but, critically, based upon sensible
pricing strategies. In this competitive marketplace, it has been encouraging to see our recent
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growth rate continuing into the new financial year, consistent with our guidance range set out
below.
Energy Prices
The average energy price this year is expected to fall by around 20% during the current year
compared with FY24 (from £2,140 to around £1,650); this creates a modest headwind by
reducing our average revenue per customer. However, the negative impact on our profitability
from these lower energy prices will be offset by improving our operating leverage and
selectively increasing our non-energy pricing, whilst maintaining a market-leading competitive
position across all our services.
Looking forward, we retain significant levers to grow our EBITDA per customer over time,
including further multiservice pricing optimisation, higher service penetration, and improved
operating leverage.
Guidance
We remain focussed on doubling the size of the business to over two million customers, with
the following medium-term internal base case planning assumptions:
● annual percentage customer growth is expected to remain within the 10-15% range,
with 12-14% organic customer growth expected during FY25;
● adjusted pre-tax profits are expected to increase broadly in line with customer
growth, with Adjusted PBT for FY25 expected to be within a range of £124m to
£128m; and
● excess capital will be returned to shareholders through a combination of steadily
increasing dividends and buying back shares.
Both our people and our technology are vital to delivering an exceptional UW experience to our
customers, and we will continue to invest in strengthening our teams at all levels as we scale,
whilst evolving and improving our systems. It has been exciting to see our Partners
recommending our strong and differentiated consumer proposition to a record number of
households, delivering significant and high quality organic growth. With UK households facing
continuing challenges and uncertainties over the coming year, and with continuing uncertainty
around the ability of households to effectively fund a comfortable retirement, we anticipate that
demand from new Partners joining UW to earn a valuable and secure residual income stream
will remain strong.
I would like to thank my boardroom colleagues for their support and all our staff and Partners
for their energy, drive and hard work through another exciting year of growth, and the
contribution they are making to the ongoing strong performance of the business.
Having broken through the one million customer milestone during FY24, we are now firmly on
track to achieve our next milestone of two million customers over the medium term, and we
look forward to making significant further progress towards this over the current year.
Charles Wigoder
Non-Executive Chairman
18 June 2024
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Co-Chief Executives’ Review
The year in summary: record customers and profits
Throughout our 25-year history, we have consistently helped UK households to stop wasting
time and money on their essential services, which now encompass energy, broadband, mobile
and insurance. Our unique multi-service proposition continues to demonstrate its inherent
ability to deliver exactly what financially stretched and time-poor households are looking for,
namely savings, simplicity and service. At the same time, our word of mouth Partner model is
increasingly ‘of its time’, enabling people to earn a part-time income which solves their short-
term cost pressures whilst building longer-term financial freedom. Together, these provide the
sustainable competitive advantage which enabled us to deliver 14.1% customer growth in FY24
and pass the one million customer milestone, putting us firmly on track to double the size of
the business to two million customers over the medium term.
We are now back in a normalised energy market, with rational competition returning and robust
regulation ensuring all suppliers are operating sustainably. Falling wholesale energy prices
throughout the year resulted in the Ofgem SVT price cap reducing from Q2 onwards, providing
some relief for households. It is testament to the strength of our multiservice model that,
despite these falling prices, we were able to deliver a 14.1% increase in customer numbers and
a commensurate increase in profits, demonstrating the ability of our business model to deliver
in all environments.
Whilst the dynamics in each of our markets constantly vary, we continually focus our efforts on
strengthening our core multiservice proposition and supporting our Partner community.
During the year, we continued to innovate and evolve our multiservice customer offering,
launching our first Fixed energy tariff for 2 service customers (alongside our market-leading 3
service Fixed energy tariff), improving our mobile offering through the launch of our first 5G
tariff, building out CityFibre as a full fibre broadband partner, and further developing our
insurance product offering and sales journeys, with the number of customers taking insurance
increasing by 38.3% to 139,109 (2023: 100,590).
Confidence in the sustainable strength of our customer proposition continues to build amongst
our Partners which, combined with ongoing cost of living pressures, is resulting in more and
more people turning to UW to bolster their incomes. There are now over 20 million people in
the UK with a second or third part-time income - a trend which is driven by changing societal
attitudes towards work, plus long-term macro-economic developments around the need to build
a sustainable retirement income. The total number of UW Partners increased by over 14%
during the year to 68,251, underpinning the sustainability of our current high-quality growth
with our Partners being a unique route-to-market for signing-up high quality customers (i.e.
multiservice homeowners) in significant volumes.
Rather than seeking growth at any cost, we take pride in the consistent disciplined approach we
have adopted to building a long-term, sustainable and consistently profitable business. In a
year characterised by falling energy prices and the return of normalised energy competition,
alongside inflation-beating price rises in our other core markets, we have concentrated our
efforts on delivering our three key business priorities:
● Evolving our distinct company culture
● Delivering a seamless multiservice customer experience
● Bringing more multiservice homeowner customers on board
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We are delighted to have made significant progress against these priorities, laying the
foundations for further progress in the years ahead.
Company culture
● We codified our culture and invested in developing our leaders through the leadership
fundamentals programme, coaching, and team effectiveness courses. Our leadership
engagement score is above target at 82%. We also enhanced the working environment
for our customer-facing teams by introducing a new workforce management system
allowing us to better predict call volumes and resource requirements, decreasing the
number of people needing to work on Saturdays and allowing dynamic shift swaps.
Customer experience
● Market leading customer service is vital to our success and the confidence our customers
and Partners place in us. We invested in digital self-service and “right first time” query
resolution through our WhatsApp channel which effectively uses AI. As well as
continuing to invest in our Customer Relationship Management (CRM) systems we
significantly improved our customer support capability by introducing ‘one-way’ video,
allowing our advisors to understand and resolve energy and broadband queries faster by
enabling them to see the problem the customer is experiencing in their home first hand.
Multiservice customers
● We continued our focus on acquiring multiservice homeowner customers, including
through our Fixed energy tariffs, which are only available to customers taking two or
more services. Our customer numbers grew by over 14%, enabling us to achieve the
historic milestone of reaching one million customers. Overall service numbers increased
by 11.8% to 3.1 million.
This is an incredibly exciting time for the business. The marketplaces in which we are operating
have now matured, enabling our unique business model to sustainably outcompete and build
market share through offering households what they want - long-term savings on their
essential household services, and an additional income from recommending those savings to
their friends and family.
As we look ahead, we remain confident of delivering another year of profitable double-digit
customer growth as we work towards doubling the size of the business to two million customers
over the medium term.
Our business model
We have a unique, self-reinforcing and long-term business model. As the UK’s only multiservice
utility provider, we offer energy, broadband, mobile and insurance services, as well as a
cashback card which provides extra savings at a wide range of retailers. The cashback available
to our customers increases with the number of services taken.
We bundle essential home services together to give UW customers peace of mind, sustainable
long-term savings, a simple single monthly bill, and award-winning customer service; these
ensure our customers stay with UW for far longer than our competitors. The combination of
higher revenues per customer (from taking multiple services) and lower churn generate a
significantly higher average customer lifetime value.
By having a single set of central overheads for our multiple revenue streams, we are able to
make substantial cost savings due to operating efficiencies. Therefore we have a sustainable,
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structural cost advantage which enables us to offer the best value across our range of services
and offer significant savings year after year.
Our Partner network gives us a unique way of acquiring hard-to-reach multiservice homeowner
customers. The perceived effort of switching multiple services can be high amongst consumers,
resulting in conventional advertising approaches typically failing to successfully convert
customers to a multiservice proposition. In contrast, a conversation with a trusted Partner can
provide first-hand reassurance and explanation of the switching process – often based on the
Partner’s personal experience – thus helping to overcome the natural inertia associated with
switching multiple essential household services simultaneously. As well as being trusted, our
Partners benefit from referring their friends and families to UW’s truly compelling customer
proposition comprising market leading savings, award-winning customer service and the
simplicity of a single bill and app.
This approach enables us to successfully grow our multiservice customer base in a way that
other customer acquisition strategies cannot replicate.
Delivering higher profits and double digit customer growth in rising, falling and/or
stable energy price environments
When energy prices are rising/higher, we have additional margin available to deploy in
acquiring new customers, making our new customer proposition relatively stronger, and our
growth rate correspondingly higher - with our competitiveness further helped by the fact that
during these periods it is more expensive for other suppliers to offer attractive fixed acquisition
tariffs. As a result, we would expect to see faster organic customer growth during such periods
(as achieved in FY23).
And of course, when energy prices are falling/lower, as has been the case over the last year,
the converse is true, but with customer growth in FY24 still comfortably in double digits.
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Unique Multiservice Bundle
We enable customers to choose the essential services they want and bundle them together to
create a unique multiservice proposition. These include energy, broadband, mobile and
insurance services as well as a pre-paid cashback card. These bundles provide:
- Simplicity: a single simple bill for all their home services;
- Savings: compared with the prices they were previously paying; and
- Service: an easy to use customer app backed up by award-winning support teams.
By offering customers the ability to receive all their essential home services on a single monthly
bill, and manage them on a single app, we deliver a straightforward and cost-effective
experience. The more services customers take from us, the more they save. Annual savings
average over £300 for customers taking all four services, with additional average savings of
over £160 per year available to regular users of the cashback card.
A key component of our model is securing high quality and reliable wholesale services from
established providers, which we then bundle together for our customers’ benefit. We source our
energy from E.ON, access Openreach and CityFibre broadband via PXC, and we utilise the EE
network for mobile services. We have also established insurance relationships with major
insurers alongside with our own insurance company, UWI.
Unique structural cost advantage
Our unique multiservice customer proposition allows customers to bundle many of their
essential household services together with us. As a result, we receive up to four revenue
streams from each of our customers but have just one single back office supporting all the
services we provide to them. This gives us an inbuilt and enduring cost advantage that our
competitors have been unable to replicate and which we share with our customers year-on-year
through competitive prices.
This long-term, fair pricing approach, enhanced by top-rated customer service and the
convenience of having one bill, one account, and one app to manage all their household
services, builds loyalty amongst our customers to our brand; as a result, our typical
homeowning customers display below-market rates of churn and bad debt, compounding our
cost advantage.
A unique word-of-mouth model that creates earning opportunities
The key to acquiring new multiservice customers is our unique and hard-to-replicate word-of-
mouth acquisition model. Our network of over 68,000 Partners is motivated by the opportunity
to earn additional income in the context of continuing cost of living pressures, the satisfaction
of helping people to save money on their essential services, the need to save for retirement,
and a long term structural trend towards multiple incomes which now comprises over 20 million
individuals in the UK.
Our Partners receive a monthly commission based on the services being used by the customers
they have referred, with the opportunity in some cases to choose to receive a prepayment of
some of this future commission as a lump sum. As Partners refer more people to UW who then
sign-up as customers and as more new Partners are added to their teams, their income stream
can continue to grow, creating truly life-changing potential earnings opportunities. As
customers benefit from exceptional value, great service, and a more convenient way of buying
their essential household services, and Partners can build a valuable residual income stream,
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there is a genuine alignment of interests between our Partners, customers and UW.
Improvements to our multiservice bundles
During the year we continued to make important improvements to our bundles to ensure our
loyal customers continued to receive a high quality and simple service:
i) We re-launched fixed tariffs as part of our energy proposition and made a new fixed tariff
available to customers taking 2 services (in addition to our existing fixed tariff offering for
customers taking 3 or more services).
ii)We improved our mobile offering by launching a new mobile tariff bringing 5G to our
customers for the first time.
iii) We improved our fibre broadband proposition by adding CityFibre, via their existing
relationship with PXC, as the largest independent full fibre network in the UK covering over 3
million homes.
iv) We made on-going improvements to our unique Cashback Card proposition, including
offering Google Pay functionality and adding major new retailers including Aldi, a leading
budget supermarket, and IKEA, one of the nation’s favourite furniture stores.
Energy
After the turmoil seen in the energy market a few years ago, we have now seen stability return,
allowing the removal of most government interventions by the end of the year, including the
Energy Price Guarantee and the Market Stabilisation Charge. In this more stable environment
we continued to grow strongly, increasing the number of energy services we supply from
1,522,350 to 1,678,404 over the year.
The Ofgem Price Cap was set at £3,280 at the start of the year, with the EPG reducing the cost
to residential customers to £2,500. The cap fell to a low of £1,834 for the Oct – Dec price cap
period, rising slightly to end the year at £1,928.
During this period, we have seen a gradual return of fixed price acquisition tariffs to the market
and switching increase steadily. As a multiservice supplier, we have been able to offer
extremely competitive fixed energy tariffs as part of our multiservice bundles funded by a
combination of re-investing some of the margin we earn from supplying the broadband, mobile
and/or insurance services that our customers also take from us, and the operational cost
advantage we enjoy as an integrated multi-utility supplier. We were pleased to receive the
highest overall total score on the Which? Energy Satisfaction Survey.
In October, we refined our Wholesale Services and Supply Agreement with E.ON, ensuring UW
is in a strong position to compete effectively over the years ahead. Importantly, the updated
agreement provides us with greater flexibility, enabling us to develop and launch a wider range
of energy products - for example a broader set of attractively priced fixed tariffs to both the
residential and small business markets. The amended contract also provides a framework for
UW to develop innovative 'time of use' tariffs (suitable for EV charging and home generation
and storage).
We maintained our position at the forefront of the smart meter rollout programme, working
with Calisen to deliver our Ofgem target. We are now at over 70% penetration against a market
average of 60% and we remain fully committed to delivering further progress on this vital
element of the UK’s transition to net zero.
Telecom Plus PLC Page 15 of 189 31 March 2024
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Ofgem remains focussed on its programme of retail market reform: through a series of market
compliance reviews, it is tightening up on unsustainable supplier practices, and is currently
consulting on numerous topics relating to Price Cap allowances and debt to ensure supplier
sustainability. In lifting the ban on acquisition tariffs later this year Ofgem are seeking to strike
a balance between ensuring market sustainability and encouraging rational competition
between suppliers. We do not expect this to significantly change the overall competitive market
dynamics, and expect our innovative, sustainable multiservice proposition to continue to
benefit.
Broadband
The broadband market remains highly competitive although switching levels remain low. With
many people still working from home at least part-time, there remains an added reliance on
broadband and WiFi making many consumers fear switching. This reluctance to switch has
tempered our broadband growth, although we are pleased to have increased our broadband
service numbers to 374,792 over the course of the year.
We are optimistic that the imminent retirement of old legacy copper broadband services in
favour of full fibre broadband will give many consumers a reason to switch, and we are already
seeing around 48% of new customers now taking a full fibre service.
At our Amplify event in September, we announced the launch of CityFibre which added an
additional 3 million properties to our addressable full fibre market. To support this launch we
organised a number of ‘town takeovers’ where Partners worked together in areas where full
fibre had recently been made available, with more localised campaigns being planned.
Unlike most major broadband providers, we do not impose ‘in contract price rises’ for
broadband customers, and we applied a lower price increase to those who are not in contract
compared with most other leading suppliers, increasing our relative competitive position. With
consumers still focused on a reliable service, we were pleased to be voted 4th in Which? 2024
Best Broadband Survey, and with our WiFi home hub retaining its Which? Best Buy status.
Mobile
The trend in the mobile market continues to be led by ‘SIM only’ plans with many customers
choosing to keep their handsets for longer, making our simple sim only offering very attractive.
Our competitive and straightforward proposition has led to further strong growth in our mobile
business of over 18%, ending the year with 466,216 services.
We introduced 5G on our new Unlimited+ tariff making it one of the best value unlimited deals
in the UK, delivering 99.6% population coverage on the EE network. We also increased the
amount of data on our Essentials tariff from 5GB to 8GB making it more suitable and
competitive for many less intensive mobile users. Customers now also benefit from coverage
on some of the London Underground as well as WiFi calling when they are connected to
broadband.
We expect mobile service growth to further accelerate during FY25, as we evolve our
multiservice offering to give customers access to our multi-service discounts when they take a
second mobile sim in their bundles, whereas previously only the first sim counted.
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Insurance
This year saw continued strong growth, with our policy book growing by 38.3% from 100,590
to 139,109. Our strategy remains clear: to deliver high quality cover, best-in-market customer
service and exceptional value.
Following the approval by the Gibraltar Financial Services Commission for UW Insurance Limited
(“UWI”), our wholly owned insurance company subsidiary, to commence operations in March
2023, it has successfully completed its first full year of trading. Through reinsurance
arrangements with leading reinsurers, UWI has successfully achieved a suitable level of risk
exposure that enables it to contribute to our strategic goals around growth and profitability,
whilst limiting downside risk.
With just 12% of UW customers currently taking an insurance service as part of their UW
bundle, we have a significant runway to scale this business through increased penetration of
our existing product set, alongside launching additional insurance products in due course.
We anticipate the rate of Insurance service growth during FY25 will be slightly lower than FY24
(albeit offset by faster growth in other services) reflecting our recent decision to temporarily
pause sales of our Insurance products to new customers whilst we review them with the FCA.
Cashback card
Our Cashback card continues to go from strength to strength, with UW customers earning a
record £10m in cashback off their bills this year (up 23% YoY). This unique proposition
continues to strongly resonate with UW customers, enhancing customer loyalty and lifetime
values, and giving our customers a meaningful way to offset recent increases in the cost of
living.
This year we also inked major new brand partnerships, with leading brands including ALDI,
IKEA and Merlin Group (Legoland, Thorpe Park, Chessington and others). We have a pipeline of
new retailer partnership opportunities and are excited for how our unique Cashback card
continues to provide a point of major differentiation for UW compared to other providers.
We will shortly be launching Pay by Bank, for our customers to top up their Cashback cards.
This initiative is expected to deliver cost savings as well as pave the way for new commercial
opportunities.
Investing for growth
Supporting our customers
To gain our customers’ trust and ensure their loyalty for the long term we give them an
excellent standard of service, fair treatment, and swiftly resolve any issues they might have.
This is also important in delivering to our Partners a proposition which they can confidently
refer to people they know, and this is one of the key goals for our customer service and
operations teams.
We continued to make significant advancement in our customer service across all sectors and
this was highlighted externally including the top ranking in the 2024 Which? Energy Supplier
survey and achieving an Excellent rating on Trustpilot.
Over the last year we began to experience a more normalised environment for customer
contact, compared to the previous year in which call and email volumes almost doubled in
response to concern about higher energy prices in the market. This has allowed us to start
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reducing some of the temporary resources we had put in place to deal with the increased level
of contact demand from customers.
To ensure that customers joining UW have a great experience we have a dedicated Welcome
team who can assist customers in their first few weeks across our Energy, Mobile, Broadband
and Insurance services, whilst our advanced routing technology allows us to route new
customer calls automatically to our specialist welcome advisors.
We are continuing to invest in digital self-service and resolving customer queries the first time a
customer calls us. We significantly improved our customer support capability by introducing
‘one-way’ video, allowing advisors to understand and resolve energy and broadband queries
faster by enabling them to see the problem first hand. We also invested in modern AI tools
such as full and accurate note recording to assist advisors with future interactions and are
exploring other AI use-cases which will increase speed and efficiency over time. We also rolled
out a customer support WhatsApp channel which provides service through a virtual assistant.
We also increased support for our vulnerable customers with the opening of a dedicated energy
prepayment customer service hub in Selkirk, Scotland in June 2023, where we now have over
65 colleagues trained to provide support to those in greatest need. We continued our support of
customers who need assistance with their bills through the Ability to Pay teams and through the
UW Hardship Fund, which is administered in partnership with the Citizens Advice Bureau.
As well as improving our training through advisor feedback we also launched live support for
advisors where they can access dedicated support on calls through a chat platform to assist
with more complex customer queries, improving our ability to resolve customer queries at the
first point of contact.
As a result of our continued focus on providing market-leading savings and service, we were
awarded “Best Value for Money” and “Most likely to be Recommended” by Uswitch in their
2023 Energy Awards, came out top in the latest Which? league table of Energy Suppliers,
received a 5 star rating for customer service from Uswitch in their 2024 Broadband Rankings,
and achieved an “Excellent” rating on Trustpilot.
Supporting our Partners
We continue to expand the range and quality of our customer proposition with market leading
savings on our bundled packages combined with best in class service. This has increased the
confidence of our Partners to refer UW to people they know , leading to growing enthusiasm,
and higher activity levels. As a result, we have experienced continued success in acquiring high
quality homeowner customers.
There are now over 20 million people in the UK earning an additional part-time income, a
number we believe is only set to rise further due to continued pressure from the day to day
cost of living, increased mortgage interest costs, the trend to work flexibly from home and the
need to generate sufficient income in retirement. Our Partner opportunity is perfectly positioned
to capitalise on these significant and long-term trends, which we believe will continue to fuel
demand for our Partner offer which will in turn generate strong growth in customers for the
company.
Given the key role our Partners play in unlocking our highest value customers - multiservice
homeowners - the ongoing growth of our Partner community puts us in a strong position for
continued high-quality customer acquisition. We attract Partners from all walks of life including
health workers, retirees, teachers, local government employees, students and the self-
employed. We are hugely proud of the positive societal impact our Partner business model is
having by generating additional income and flexible work opportunities, while at the same time
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lowering customer bills and providing outstanding customer service. We continue to invest in
our Partners, not only by providing them with an excellent proposition to refer to people they
know but also through digital tools and training, as well as the ability to work flexibly. We want
to provide our Partners with a great experience which will lead to more referrals and greater
Partner satisfaction, as we continue to succeed together.
Operational performance and non-financial KPIs
We exceeded our growth targets for the year with customer numbers rising by 14.1% (2023:
21.7%) to 1,011,489.
As in 2023, our customer acquisition efforts were focused on residential customers, with our
business offering remaining closed to new customers. During the course of FY25, we expect to
relaunch our offering to new business customers.
Customers
2024
2023
Residential
995,892
866,403
Business
15,597
20,176
Total
1,011,489
886,579
The total number of services we supply to our customers grew by 11.8% (2023: 23.5%) to
3,127,097.
Services
2024
2023
Core services
Energy
1,678,404
1,522,350
Broadband
374,792
354,118
Mobile
466,216
394,145
Insurance
139,109
100,590
Other services
Cashback card
448,529
405,118
Legacy
telephony
20,047
21,827
Total
3,127,097
2,798,148
Note: the table above sets out the individual services supplied to customers. Legacy telephony comprises non-
geographic numbers (08xx) and landline only (no broadband) services provided.
Customers can take any combination of services - energy, broadband, mobile or insurance -
they wish from us. The more services a customer takes, the greater the savings they make.
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There is also a clear correlation between the number of services taken and the customers’
expected lifetime value to the business.
All our core services saw good rates of growth, although we are particularly pleased with the
38.3% growth in Insurance, on top of the 125% growth delivered in FY23.
Average number of Core services taken by new residential customers signed
up by Partners
Q1 FY23
2.24
Q2 FY23
2.53
Q3 FY23
2.24
Q4 FY23
2.38
Q1 FY24
2.31
Q2 FY24
2.34
Q3 FY24
2.37
Q4 FY24
2.31
The average number of Core services taken by new customers is a key metric that underpins
the long-term sustainability of the business: customers taking two or more Core services from
us are benefitting from a genuinely differentiated proposition, as well as greater ongoing
savings, meaning that they are less likely to leave us.
Our focus on having a strong customer proposition and award-winning service pays off in our
market-leading levels of customer loyalty, and with rational competition now firmly entrenched
within the energy market, our annualised energy churn increased in line with expectations to
8.7% (2023: 2.8%), still significantly below historic levels.
Average revenue per customer remains well above historic levels at £2,117, albeit below the
level reached in FY23 (£3,025) when energy prices were at their peak.
The year ahead: our three FY25 business priorities
We have set our business priorities in order to sustain a level of growth which will allow us to
reach our target of adding an additional million customers over the medium term. Our priorities
reflect the importance of delivering high growth, improving customer service and maximizing
efficiency. This will be supported by a continued evolution in our internal culture that will embed
a performance-led approach more deeply, combined with a higher level of efficiency and cost-
competitiveness.
1. Supporting strong customer growth
We aim to drive continuing high levels of customer growth through enhancing the performance
of our greatest asset: our unique word of mouth Partner network. We will look to grow the
number of new Partners, and increase the activity levels of existing Partners, through building
our purpose within the UW brand, aligning incentives to improve consistency, earning the
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confidence of our Partners by delivering the best possible customer proposition and accelerating
the leadership of our most talented Partners.
We aim to expand the use of digital and social media tools to support the primary word of
mouth model, as well as securing important new partnerships. We will redouble our focus on
customer retention and increasing penetration of high quality multiservice customers, including
incentives for customers to add additional services during their customer journey.
2. Improving customer service
We will improve our customer service to enhance the customer and advisor experience, while at
the same time driving a meaningful reduction in call volumes. This includes focusing on
processes which deliver an improvement in our rate of “first time resolution”.
We will create additional capacity for our customer service teams by speeding up internal
systems, matching customer demand with agent levels and significantly increasing usage of
faster digital service channels including our UW app, AI and WhatsApp. The improvement in
customer service will be supported by advancements in agent performance measurement and
training.
3. Transforming efficiency
Modernising and transforming our UW platform is a key priority which will lower the cost of
doing business. This includes improving visibility for customers so they will adopt more digital
tools, simplifying our adviser experience and accelerating smart meter measurement. It also
means delivering changes to our customer proposition with minimal cost and complexity and
lowering costs by adopting a greater use of straight-through processing. We also aim to focus
our build versus buy decisions on long term business benefits, which will increase flexibility to
focus on our core growth drivers.
Ensuring we are efficiently delivering a competitive proposition and award-winning service is
key to maintaining our structural cost advantage and the sustainability of our long-term growth
trajectory as we double the size of the business to two million customers over the medium
term.
Stuart Burnett & Andrew Lindsay MBE
Co-Chief Executive Officers
18 June 2024
Telecom Plus PLC Page 21 of 189 31 March 2024
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Financial Review
Overview of Results
Adjusted
Statutory
2024
2023
Change
2024
2023
Change
Revenue
£2,039.1m
£2,475.2m
(17.6)%
£2,039.1m
£2,475.2m
(17.6)%
Gross profit
£355.2m
£306.2m
16.0%
£355.2m
£306.2m
16.0%
Profit before tax
£116.9m
£96.2m
21.5%
£100.5m
£85.5m
17.6%
Basic EPS
109.0p
99.2p
9.9%
89.9p
86.6p
3.8%
Dividend per share
83.0p
80.0p
3.8%
83.0p
80.0p
3.8%
Throughout this report the Group presents various alternative performance measures (‘APMs’) in addition to those reported under IFRS. The
measures presented are those adopted by the Chief Operating Decision Makers ('CODMs', deemed to be the Co-Chief Executive Officers), together
with the main Board, and analysts who follow us in assessing the performance of the business. In order to provide a presentation of the underlying
performance of the group, adjusted profit before tax and adjusted basic EPS exclude share incentive scheme charges of £5.2m (2023: £2.8m) and the
amortisation of the intangible asset of £11.2m (2023: £11.2m) arising from entering into the energy supply arrangements with E.ON (formerly
npower) in December 2013; this decision reflects both the relative size and non-cash nature of these charges. In FY23 adjusted profit before tax
excludes the Group profit on disposal of Glow Green of £3.6m. The reconciliations for adjusted profit before tax and adjusted EPS are set out in
notes 1 and 19 respectively of the financial statements.
Summary
Adjusted profit before tax increased by 21.5% to £116.9m (2023: £96.2m) on lower revenues
of £2,039.1m (2023: £2,475.2m). Statutory profit before tax increased 17.6% to £100.5m
(2023: £85.5m). The fall in revenues primarily reflects significantly lower energy prices in the
second half of the year. The increase in adjusted profit before tax reflects the continued impact
of strong organic growth in both customer and service numbers, and higher non-energy profits
following industry-wide price rises.
Distribution expenses increased to £51.3m (2023: £49.7m), mainly reflecting the continued
growth in customers and services, partially offset by the fall in revenues.
Administrative expenses (excluding share incentive scheme charges and amortisation of the
energy supply agreement intangible) increased during the year to £151.9m (2023: £129.0m),
largely due to higher staff, technology and infrastructure costs as a result of inflationary pay
rises, increased resources to manage strong growth, and the continued impact on customer
services from higher energy prices in the first half.
The bad debt charge for the year (which is separately identified on the income statement as
impairment loss on trade receivables) increased to £30.7m (2023: £28.7m), representing 1.6%
of underlying revenues for the year (2023: underlying 1.6% excluding amounts paid directly to
us by government (included in revenues) under their various support schemes).
Adjusted earnings per share increased by 9.9% to 109.0p (2023: 99.2p), with statutory EPS
increasing by 3.8% to 89.9p (2023: 86.6p); these were impacted by the increase in the
corporation tax rate from 19% to 25% for the period. In accordance with previous guidance,
the Board is proposing to pay a final dividend of 47p per share (2023: 46p), making a total
dividend of 83p per share (2023: 80p) for the year.
Revenues
The strong growth in the number of services we are supplying continued, increasing by 328,949
over the course of the year (2023: 533,239), taking the total number of services provided to
our customers to 3,127,097 (2023: 2,798,148).
Telecom Plus PLC Page 22 of 189 31 March 2024
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The overall decrease in revenues mainly reflects the significantly lower energy prices during the
year, partially offset by the increase in the number of services being supplied:
Revenues £m
2024
2023
Change
Electricity
1,066.6
1,214.7
(12.2)%
Gas
708.0
1,028.3
(31.1)%
Broadband
141.9
132.7
6.9%
Mobile
70.9
56.8
24.8%
Other
51.7
42.7
21.1%
2,039.1
2,475.2
(17.6)%
Gross Profit
Gross profit for the year increased to £355.2m (2023: £306.2m), primarily driven by the
growth in the number of services we supply, with industry-wide non-energy price increases
offsetting energy price decreases. Our overall gross margin for the year rose to 17.4% (2023:
12.4%) due primarily to lower energy prices and the resulting reduced proportion of lower
margin energy revenue, together with the previously mentioned industry-wide price increases
in non-energy services.
Distribution and Administrative Expenses
Distribution expenses include the share of our revenues that we pay as commission to Partners,
together with other direct costs associated with gathering new customers. These increased to
£51.3m (2023: £49.7m), reflecting higher Partner commissions associated with our continued
growth, partially offset by lower revenues.
Administrative expenses (excluding share incentive scheme charges and amortisation of the
energy supply agreement intangible) increased during the year to £151.9m (2023: £129.0m),
mainly as a result of higher staff, technology and infrastructure costs. The increase in staff
costs mainly reflects inflation-linked salary increases, increased resources to manage strong
growth, and the continued impact on customer services from higher energy prices in the first
half. Administrative expenses are expected to increase below the rate of customer growth in
the coming year.
The bad debt charge for the year increased to £30.7m or 1.6% of underlying sales (2023:
£28.7m, 1.6% underlying), mainly due to an increase in the number of customers having
difficulty paying their bills in an environment of higher inflation. The proportion of customers
with at least two energy bills outstanding increased to 3.32% (2023: 2.34%) across the year.
The level has mainly been driven by the temporary moratorium imposed by Ofgem in February
2023 on the involuntary installation of prepayment meters for customers who refuse to pay for
their energy. This moratorium was in place for longer than had been initially expected,
although it has now been lifted, thus enabling a progressive ramp up of this debt recovery
process. Furthermore, any movements in bad debt levels across the industry are recovered
through increases in the relevant Ofgem price cap allowance, all of which accrue to the Group.
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Cash, Capital Expenditure, Working Capital and Borrowings
As set out above, historically the Group’s underlying Net Debt/adjusted EBITDA ratio has
remained at around 1.0x. At the prior year end, 31 March 2023, the Group was in a net cash
position. This unusual position arose as the Group benefitted from substantial one-off cash
timing differences resulting from the Government’s energy support schemes (where the
Government stepped in to pay suppliers a proportion of their customers’ energy bills, with
such payments being received earlier by the Group compared to its conservative approach of
billing customers monthly in arrears). The Group also benefitted from one-off timing
differences relating to wholesale energy supply payments due to higher energy prices. As
expected, these one-off cash timing benefits reversed during the current year as energy
prices returned to more normal levels, and the Government energy support schemes ended.
This resulted in a meaningful cash outflow during 2024, with Net Debt/adjusted EBITDA
consequently returning to more normal historical levels at around 0.9x.
As expected, the Group ended the period with a reported net debt position including lease
liabilities of £122.5m (2023: net cash of £103.4m - including £120.8m of funds received in
advance associated with the government energy support schemes), comprising cash of
£57.8m (2023: £193.8m) less bank loans of £176.5m (2023: £89.7m) and lease liabilities of
£3.8m (2023: £0.7m). The Group’s underlying Net Debt/adjusted EBITDA ratio of 0.9x is
calculated using adjusted EBITDA of £133.3m (representing operating profit of £106.3m,
plus depreciation and amortisation of £21.8m and share incentive scheme charges of
£5.2m).
The Group’s net working capital position showed a year-on-year cash outflow of £239.8m
(2023: cash inflow of £146.3m), mainly reflecting the expected unwinding of funds
associated with the government’s energy support scheme that were received in advance of
the year end in the prior year (and which previously led to a significant inflow in FY23 as
outlined above). The decrease in accrued expenses and deferred income to £181.3m (2023:
£417.4m) mainly relates to lower wholesale supplier cost accruals for energy given the
significant decrease in energy prices year-on-year. The Group also benefitted from one-off
timing differences relating to wholesale energy supply payments due to higher energy prices
in the prior year which reversed in 2024.
The increase in trade and other receivables to £104.1m (2023: £58.9m) has mainly been
driven by the lingering impact of high energy prices over the last two years. Trade
receivables reflect the amounts invoiced to customers, which for most is based on their fixed
monthly direct debits under a ‘budget plan’, and not based on actual energy used in that
month. The significant price increases in FY23, which peaked in the winter of H2 FY23 at the
time of highest seasonal energy usage, were not fully observed in the trade receivables
balance in FY23. Instead, in FY23 the impact of prices is primarily seen through the increased
accrued income balance (offset by government energy support scheme advance payments of
£120.8m). In FY24, we now see the price increases fully come through into the invoicing,
and therefore the trade receivables balance. In addition to high energy prices, there was an
impact from the delayed installation of prepayment meters as a result of a temporary
moratorium imposed by Ofgem, which has now ended.
2024
2023
2022
2021
2020
Adjusted EBITDA
(£’000)
133,251
110,118
73,760
66,446
68,939
Net debt (£’000)
(122,501)
103,424
(70,334)
(71,416)
(59,378)
Net debt/adjusted
EBITDA ratio
0.9x
-0.9x
1.0x
1.1x
0.9x
Telecom Plus PLC Page 24 of 189 31 March 2024
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As at 31 March 2024 the Group also had pending residual government Energy Price
Guarantee payments that are due to be received after the year end.
Capital expenditure of £12.5m (2023: £11.0m) related primarily to our ongoing investment
in our technology platform and software, to support our ability to continue delivering a
market leading customer experience as our multiservice bundled customer base continues to
grow.
Dividend
The final dividend of 47p per share (2023: 46p) will be paid on 23 August 2024 to
shareholders on the register at the close of business on 2 August 2024 and is subject to
approval by shareholders at the Company’s Annual General Meeting which will be held on 13
August 2024. This makes a total dividend payable for the year of 83p (2023: 80p).
Share Incentive Scheme Charges
Operating profit is stated after share incentive scheme charges of £5.2m (2023: £2.8m). These
relate to an accounting charge under IFRS 2 Share Based Payments (‘IFRS 2’). As a result of
the relative size of share incentive scheme charges as a proportion of our pre-tax profits
historically, and the fluctuations in the amount of this charge from one year to another, we are
continuing to separately disclose this amount within the Consolidated Statement of
Comprehensive Income for the period (and excluding these charges from our calculation of
adjusted profits and earnings) so that the underlying performance of the business can be
clearly identified in a consistent manner to that adopted during previous periods. Our current
adjusted earnings per share have also therefore been adjusted to eliminate these share
incentive scheme charges.
Taxation
A full analysis of the taxation charge for the year is set out in note 5 to the financial
statements. The tax charge for the year is £29.4m (2023: £17.3m). The effective tax rate for
the year was 29.3% (2023: 20.2%), primarily reflecting the increase in the corporation tax rate
from 19% to 25%, the ongoing amortisation charge on our energy supply contract intangible
asset (which is not an allowable deduction for tax purposes), and tax adjustments in relation to
share options charges.
Nick Schoenfeld
Chief Financial Officer
18 June 2024
Telecom Plus PLC Page 25 of 189 31 March 2024
Registered number 3263464
Principal Risks and Uncertainties
Background
The Group faces various risk factors, both internal and external, which could have a material
impact on long-term performance. However, the Group’s underlying business model is
considered relatively low-risk, with no need for management to take any disproportionate risks
in order to preserve or generate shareholder value.
The Group continues to develop and operate a consistent and systematic risk management
process, which involves risk ranking, prioritisation and subsequent evaluation, with a view to
ensuring all significant risks have been identified, prioritised and (where possible) eliminated,
and that systems of control are in place to manage any remaining risks.
The directors have carried out a robust assessment of the Company’s emerging and principal
risks. A formal document is prepared by the executive directors and senior management team
on a regular basis detailing the key risks faced by the Group and the operational controls in
place to mitigate those risks; this document is then reviewed by the Audit and Risk Committee.
Save as set out below, the magnitude of any risks previously identified has not significantly
changed during the period.
Business model
The principal risks outlined below should be viewed in the context of the Group’s business
model as a reseller of utility services (gas, electricity, fixed line telephony, mobile telephony,
broadband and insurance services) under the Utility Warehouse and TML brands. As a reseller,
the Group does not own any of the network infrastructure required to deliver these services to
its customer base. This means that while the Group is heavily reliant on third party providers, it
is insulated from all the direct risks associated with owning and/or operating such capital-
intensive infrastructure itself.
The Group is able to secure the wholesale supply of all the services it offers at competitive
rates, enabling it to generate a consistently fair level of profitability from delivering a great
value bundled proposition to its customers. There is an alignment of interests between the
Group and its wholesale suppliers which means that it is in the interests of the suppliers to
ensure that the Group remains competitive, driving growth and maximising their benefit from
our complementary route to market. Furthermore, the group benefits from a structural cost
advantage, due to the multiple revenue streams it receives from customers who take more
than one service-type, and only having one set of overheads. The Group has alternative
sources of wholesale supply should an existing supplier become uncompetitive or no longer
available.
In relation to energy specifically, the Group's wholesale costs are calculated by reference to a
discount to the prevailing standard variable retail tariffs offered by the 'Big 6' to their domestic
customers (effectively the Government price cap), which gives the Group considerable visibility
over profit margins.
The Group mainly acquires new customers via word-of-mouth referrals from a large network of
independent Partners, who are paid predominantly on a commission basis. This means that the
Group has limited fixed costs associated with acquiring new customers.
The principal specific risks arising from the Group’s business model, and the measures taken to
mitigate those risks, are set out below.
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Reputational risk
The Group’s reputation amongst its customers, suppliers and Partners is believed to be
fundamental to the future success of the Group. Failure to meet expectations in terms of the
services provided by the Group, the way the Group does business or in the Group’s financial
performance could have a material negative impact on the Group’s performance.
In developing new services, and in enhancing current ones, careful consideration is given to the
likely impact of such changes on existing customers.
In relation to the service provided to its customer base, reputational risk is principally mitigated
through the Group’s recruitment processes, a focus on closely monitoring staff performance,
including the use of direct feedback surveys from customers (Net Promoter Score), and through
the provision of rigorous staff training.
Responsibility for maintaining effective relationships with suppliers and Partners rests primarily
with the appropriate member of the Group’s senior management team with responsibility for
the relevant area. Any material changes to supplier agreements and Partner commission
arrangements which could impact the Group’s relationships are generally negotiated by the
executive directors and ultimately approved by the full Board.
Information technology risk
The Group is reliant on its in-house developed and supported systems for the successful
operation of its business model. Any failure in the operation of these systems could negatively
impact service to customers, undermine Partner confidence, and potentially be damaging to the
Group’s brand. Application software is developed and maintained by the Group’s Technology
team to support the changing needs of the business using the best ’fit for purpose’ tools and
infrastructure. The Technology team is made up of highly-skilled, motivated and experienced
individuals. The Group has a dedicated information security team which provides governance
and oversight ensuring the confidentiality, availability and integrity of the Group’s systems and
operations whilst ensuring that any risks and vulnerabilities that arise are managed and
mitigated.
Changes made to the systems are prioritised by business, Product Managers work with their
stakeholders to refine application and systems requirements. They work with the Technology
teams undertaking the change to ensure a proper understanding and successful outcome.
Changes are tested as extensively as reasonably practicable before deployment. Review and
testing are carried out at various stages of the development by both the Technology team and
the operational department who ultimately take ownership of the system.
The Group has strategic control over the core customer and Partner platforms including the
software development frameworks and source code behind these key applications. The Group
also uses strategic third-party vendors to deliver solutions outside of our core competency.
This largely restricts our counterparty risks to services that can be replaced with alternative
vendors if required, albeit this could lead to temporary disruption to the day-to-day operations
of the business.
Monitoring, backing up and restoring of the software and underlying data are made on a regular
basis. Backups are securely stored or replicated to different locations. Disaster recovery
facilities are provided through cloud-based infrastructure as a service, and in critical cases,
maintained in a warm standby or active-active state to mitigate risk in the event of a failure of
the production systems.
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Data privacy, information security, cyber security and fraud risk
The Group processes sensitive personal and commercial data and in doing so is required by law
to protect customer and corporate information and data, as well as to keep its infrastructure
secure. A breach of security could result in the Group facing prosecution and fines as well as
loss of business from damage to the Group’s reputation. Recovery could be hampered due to
any extended period necessary to identify and recover a loss of sensitive information and
financial losses could arise from fraud and theft. Unplanned costs could be incurred to restore
the Group’s security.
The Group has deployed a robust and industry-appropriate Group-wide layered data privacy
and information/cyber security strategy, providing effective control to mitigate the relevant
threats and risks. The Group is PCI compliant and external consultants conduct regular
penetration testing of the Group’s internal and external systems and network infrastructure.
The Information Commissioner’s Office (“ICO”) upholds information rights in the public interest
and, where required, companies within the Group are registered as data controllers with the
ICO. If any of the companies within the Group fail to comply with privacy or data protection
legislation or regulations, then such Group company could be subject to ICO enforcement action
(which could include significant fines).
Information, data and cyber security risks are overseen by the Group’s Information Security
and Legal & Compliance teams.
Fraud has the potential to impact the Group from a financial, regulatory and reputational
perspective. To mitigate and control the risk of fraud effective controls are in place to identify
and reduce incidents of fraud, actively investigate potential fraud, and report on fraud activity
and trends both internally and to our industry partners. Fraud risks are overseen by the
Group’s Fraud Team which sits within Legal & Compliance.
Legislative and regulatory risk
The Group is subject to various laws and regulations. The energy, telecommunications and
financial services markets in the UK are subject to comprehensive operating requirements as
defined by the relevant sector regulators and/or government departments.
Amendments to the regulatory regime could have an impact on the Group’s ability to achieve
its financial goals and any material failure to comply may result in the Group being fined and
lead to reputational damage which could impact the Group’s brand and ability to attract and
retain customers. Furthermore, the Group is obliged to comply with retail supply procedures,
amendments to which could have an impact on operating costs.
The Group is a licensed gas and electricity supplier, and therefore has a direct regulatory
relationship with Ofgem. If the Group fails to comply with its licence obligations, it could be
subject to fines or to the removal of its respective licences.
The regulatory framework for the UK’s energy retail market, as overseen by Ofgem, is subject
to continuous development. Any regulatory change could potentially lead to a significant impact
on the sector, and the net profit margins available to energy suppliers. The pace and extent of
regulatory change continues to be more substantial than in previous years. In addition to the
industry-wide programmes of work, such as the continuing rollout of smart meters, and an
increasingly prescribed approach to social obligations, Ofgem has completed its ‘Financial
Resilience’ reforms, significantly increasing its oversight of suppliers’ financial health and
operational sustainability. The primary impact of this regulatory change environment is more
frequent and detailed reporting to Ofgem, typically in the form of mandatory Requests for
Information.
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The Group is also a supplier of telecommunications services and therefore has a direct
regulatory relationship with Ofcom. If the Group fails to comply with its obligations, it could be
subject to fines or lose its ability to operate. The ongoing implementation of the European
Electronic Communications Code has resulted in an increased regulatory burden and an even
stronger Ofcom focus on compliance monitoring. Regulatory changes to the fixed line and
broadband switching processes effective this calendar year are substantial and require
cooperation from all fixed telecommunications providers. The Group is closely engaged in the
relevant forums and industry groups to both influence and prepare for the changes.
The Group is authorised and regulated as an insurance broker for the purposes of providing
insurance services to customers by the Financial Conduct Authority (“FCA”). In addition, the
Group holds consumer credit permissions related to the provision of Partner loans and hire
purchase agreements. Further, in 2023 UWI became authorised for insurance underwriting in
Gibraltar by the Gibraltar Financial Services Commission (“GFSC”). If the Group fails to comply
with FCA/GFSC regulations, it could be exposed to fines, customer redress and risk losing its
authorised status, severely restricting its ability to offer insurance services to customers and
consumer credit services to Partners.
Regulatory changes relating to insurance pricing practices and the FCA’s Consumer Duty have
had a significant impact on the financial services sector as a whole. The business has worked to
deliver the Board-approved implementation plan and will continue to be informed by any
clarifications and additional guidance issued.
In general, as the majority of the Group’s services are supplied to consumers in highly
regulated markets this could restrict the operational flexibility of the Group’s business. In order
to mitigate this risk, the Group seeks to maintain appropriate relations with both Ofgem and
Ofcom, the Department for Energy Security and Net Zero, the FCA and the GFSC. The Group
engages with officials from all these organisations on a periodic basis to ensure they are aware
of the Group’s views when they are consulting on proposed regulatory changes.
Political and consumer concern over energy prices, broadband availability and affordability,
vulnerable customers and fuel poverty may lead to further reviews of the energy and
telecommunications markets which could result in further consumer protection legislation being
introduced, such as the Digital Markets, Competition and Consumers Bill which is being
monitored. Political and regulatory developments affecting the energy and telecommunications
markets within which the Group operates may have a material adverse effect on the Group’s
business, results of operations and overall financial condition. The Group is also aware of and
managing the impact of a developing regulatory landscape in relation to climate change and the
net zero transition.
To mitigate the risks from failure to comply with legislative requirements, in an increasingly
active regulatory landscape, the Group’s Legal & Compliance team has developed and rolled out
robust policies and procedures, undertakes regular training across the business, and continually
monitors legal and regulatory developments. The team also conducts compliance and assurance
tests on the policies and procedures.
Financing risk
The Group has debt service obligations which may place operating and financial restrictions on
the Group. This debt could have adverse consequences insofar as it: (a) requires the Group to
dedicate a proportion of its cash flows from operations to fund payments in respect of the debt,
thereby reducing the flexibility of the Group to utilise its cash to invest in and/or grow the
business; (b) increases the Group’s vulnerability to adverse general economic and/or industry
conditions; (c) may limit the Group’s flexibility in planning for, or reacting to, changes in its
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business or the industry in which it operates; (d) may limit the Group’s ability to raise
additional debt in the long-term; and (e) could restrict the Group from making larger strategic
acquisitions or exploiting business opportunities.
Each of these prospective adverse consequences (or a combination of some or all of them)
could result in the potential growth of the Group being at a slower rate than may otherwise be
achieved.
Bad debt risk
Whilst the Group’s focus on multiservice home-owners acts as a mitigating factor against bad
debt, the Group has a universal supply obligation in relation to the provision of energy to
domestic customers. This means that although the Group is entitled to request a reasonable
deposit from potential new customers who are not considered creditworthy, the Group is
obliged to supply domestic energy to everyone who submits a properly completed application
form. Where customers subsequently fail to pay for the energy they have used, there is likely
to be a considerable delay before the Group is able to control its exposure to future bad debt
from them by either switching their smart meters to pre-payment mode, installing a pre-
payment meter or disconnecting their supply, and the costs associated with preventing such
customers from increasing their indebtedness are not always fully recovered.
Bad debt within the telephony industry may arise from customers using the services, or being
provided with a mobile handset, without intending to pay their supplier. The amounts involved
are generally relatively small as the Group has sophisticated call traffic monitoring systems to
identify material occurrences of usage fraud. The Group is able to immediately eliminate any
further usage bad debt exposure by disconnecting any telephony service that demonstrates a
suspicious usage profile, or falls into arrears on payments.
Wholesale price risk
Whilst the Group acts as principal in most of the services it supplies to customers, the Group
does not own or operate any utility network infrastructure itself, choosing instead to purchase
the capacity needed from third parties. The advantage of this approach is that the Group is
largely protected from technological risk, capacity risk or the risk of obsolescence, as it can
purchase the precise amount of each service required to meet its customers’ needs.
Whilst there is a theoretical risk that in some of the areas in which the Group operates it may
be unable to secure access to the necessary infrastructure on commercially attractive terms, in
practice the pricing of access to such infrastructure is typically either regulated (as in the
energy market) or subject to significant competitive pressures (as in the telephony and
broadband markets). The profile of the Group’s customers, the significant quantities of each
service they consume in aggregate, and the Group’s clearly differentiated route to market has
historically proven attractive to infrastructure owners, who compete aggressively to secure a
share of the Group’s growing business.
The supply of energy has different risks associated with it. The wholesale price can be
extremely volatile, and customer demand can be subject to considerable short-term
fluctuations depending on the weather. The Group has a long-standing supply relationship with
E.ON (formerly npower) under which the latter assumes the substantive risks and rewards of
buying and hedging energy for the Group’s customers, and where the price paid by the Group
to cover commodity, balancing, and certain other associated supply costs is set by reference to
the Ofgem published energy price cap, which is set at the start of each quarter; this may not be
competitive against the equivalent supply costs incurred by new and/or other independent
suppliers. However, if the Group did not have the benefit of this long-term supply agreement it
would need to find alternative means of protecting itself from the pricing risk of securing access
to the necessary energy on the open market and the costs of balancing.
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Competitive risk
The Group operates in highly competitive markets and significant service innovations by others
or increased price competition, could impact future profit margins, growth rates and Partner
productivity. In order to maintain its competitive position, there is a consistent focus on
improving operational efficiency. New service innovations are monitored closely by senior
management and the Group is generally able to respond within an acceptable timeframe where
it is considered desirable to do so, by sourcing comparable features and benefits using the
infrastructure of its existing suppliers. The increasing proportion of customers who are
benefiting from the genuinely unique multi-utility solution that is offered by the Group, and
which is unavailable from any other known supplier, further reduces any competitive threat.
The Directors anticipate that the Group will face continued competition in the future as new
companies enter the market and alternative technologies and services become available. The
Group’s services and expertise may be rendered obsolete or uneconomic by technological
advances or novel approaches developed by one or more of the Group’s competitors. The
existing approaches of the Group’s competitors or new approaches or technologies developed
by such competitors may be more effective or affordable than those available to the Group.
There can be no assurance that the Group will be able to compete successfully with existing or
potential competitors or that competitive factors will not have a material adverse effect on the
Group’s business, financial condition or results of operations. However, as the Group’s customer
base continues to rise, competition amongst suppliers of services to the Group is expected to
increase. This has already been evidenced by various volume-related growth incentives which
have been agreed with some of the Group’s largest wholesale suppliers. This should also ensure
that the Group has direct access to new technologies and services available to the market.
Infrastructure risk
The provision of services to the Group’s customers is reliant on the efficient operation of third
party physical infrastructure. There is a risk of disruption to the supply of services to customers
through any failure in the infrastructure e.g. gas shortages, power cuts or damage to
communications networks. However, as the infrastructure is generally shared with other
suppliers, any material disruption to the supply of services is likely to impact a large part of the
market as a whole and it is unlikely that the Group would be disproportionately affected. In the
event of any prolonged disruption isolated to the Group’s principal supplier within a particular
market, services required by customers could in due course be sourced from another provider.
The development of localised energy generation and distribution technology may lead to
increased peer-to-peer energy trading, thereby reducing the volume of energy provided by
nationwide suppliers. As a nationwide retail supplier, the Group’s results from the sale of
energy could therefore be adversely affected.
Similarly, the construction of ‘local monopoly’ fibre telephony networks to which the Group’s
access may be limited as a reseller could restrict the Group’s ability to compete effectively for
customers in certain areas.
Smart meter rollout risk
The Group is reliant on third party suppliers to fully deliver its smart meter rollout programme
effectively. In the event that the Group suffers delays to its smart meter rollout programme the
Group may be in breach of its regulatory obligations and therefore become subject to fines from
Ofgem. In order to mitigate this risk the Group dual-sources (where practicable) the third
party metering and related equipment they use.
The Group may also be indirectly exposed to reputational damage and litigation from the risk of
technical complications arising from the installation of smart meters or other acts or omissions
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of meter operators, e.g. the escape of gas in a customer’s property causing injury or death.
The Group mitigates this risk through using established reputable third party suppliers.
Energy industry estimation risk
A significant degree of estimation is required in order to determine the actual level of energy
used by customers and hence that should be recognised by the Group as sales. There is an
inherent risk that the estimation routines used by the Group do not in all instances fully reflect
the actual usage of customers. However, this risk is mitigated by the relatively high proportion
of customers who provide meter readings on a periodic basis, and the high level of penetration
the Group has achieved in its installed base of smart meters.
Gas leakage within the national gas distribution network
The operational management of the national gas distribution network is outside the control of
the Group, and in common with all other licensed domestic gas suppliers the Group is
responsible for meeting its pro-rata share of the total leakage cost. There is a risk that the level
of leakage in future could be higher than historically experienced, and above the level currently
expected.
Underwriting risk
Operating our own in-house insurer requires taking on some underwriting risk, we largely
mitigate these risks through: (i) migrating highly predictable existing lines of business, for
which we have several years of trading history, and have already achieved sufficient scale to
maintain low volatility and predictable returns; (ii) targeting conservative returns on capital
through a risk-averse investment strategy; (iii) where appropriate, using conservative levels of
reinsurance, including protection for catastrophe risks such as storm, flood and freeze; (iv)
using real-time and proprietary data, such that we are aware of all risks incepted in real time,
and are able to price risks accurately, and manage overall portfolio exposure; and (v)
maintaining and growing our existing home insurance panel, such that our in-house insurer can
selectively target risk profiles that are suitable for our balance sheet (e.g. houses with lower
rebuild cost and not adversely exposed to catastrophe (CAT) perils).
Acquisition risk
The Group may invest in other businesses, taking a minority, majority or 100% equity
shareholding, or through a joint venture partnership. Such investments may not deliver the
anticipated returns, and may require additional funding in future. This risk is mitigated through
conducting appropriate pre-acquisition due diligence where relevant.
Climate change risk
Climate change has the potential to significantly impact the future of our planet. Everyone has
a role to play in reducing the effects of harmful greenhouse gas emissions in our atmosphere
and ensuring that we meet a 1.5°C target in line with the Paris Agreement. No business is
immune from the risks associated with climate change as it acts as a driver of other risks and
impacts government decision-making, consumer demand and supply chains. Development of
climate-related policy, regulatory changes, and shifts in consumer sentiment could impact on
the Group’s ability to achieve its financial goals and result in increased compliance costs or
reputational damage.
In recognition of this, climate change risk is integrated into the Group’s risk management
framework. Climate change is designated as a standalone principal risk for the business and the
Legal & Compliance Director is assigned as the owner for managing this risk. It is designated as
a controlled risk due to the Group’s agile reseller business model which means the business is
strategically resilient as it is able to respond quickly to climate change developments and is
insulated from more severe direct physical risks. The risk is further mitigated through the
Group’s approach to understanding and monitoring the developments and the impacts from
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climate change. The ESG Strategy Committee, consisting of co-CEOs, CFO, Company Secretary,
Executive Leadership Team and senior management is updated by the ESG Working Group on
climate issues. Climate issues are then assessed and used to inform the Group’s strategy as
needed. We have a dedicated Head of Sustainability and continue to use external specialists as
needed.
The Group is committed to achieving net zero greenhouse gas emissions. In FY23 we evaluated
our emissions and target against recognised standards. We modelled our emissions trajectory
and used credible assumptions on external factors that, as a reseller, will strongly influence the
Group’s decarbonisation ability including our key suppliers’ decarbonisation plans and the UK
government’s published projections about the decarbonisation trajectory of the UK energy grid.
Based on this analysis we committed to our target to be Net Zero on or before 2050, across
scopes 1, 2 and 3 to allow us to implement a credible science-based plan by aligning with the
UK government and our key suppliers. We will set an interim target to reduce emissions by
63% across Scopes 1, 2, and 3 by 2035, from an FY22 emissions baseline, in line with a 1.5c
world. The Group will have its targets validated by the SBTi, the leading body on emissions
target setting, and will track and disclose progress against them.
The Group remains committed to continuing to implement the recommendations of the Task
Force on Climate-related Financial Disclosures (“TCFD”), as well as the requirements of the
Companies Act 2006 as amended by the Companies (Strategic Report) (Climate-related
Financial Disclosure) Regulations 2022.
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People and Organisation
FY24 was a defining year for our people and culture with the introduction of both a North Star
and our target culture.
Our North Star, ‘we help people stop wasting time and money’ is our why.
It’s why we exist as a business, it’s the benefit we deliver and it’s the impact we hope to
achieve in the future. It brings together everything we stand for and creates clarity on our
direction as we move forward into the next phase of our growth journey - uniting us in our goal
to reach two million customers.
We only have 3% market share and as a result of our unique business model we can not only
help people stop wasting time and money but also grow exponentially. To help us realise this
potential, our North Star taps into what people really care about - helping us to stand out in a
complex marketplace across four regulated industries.
And if our North Star is our why, our culture is our how. It’s how we do things at UW.
Created by the people who live and breathe it, UW employees, our culture comes to life in
everything we do. From the way we answer the phone to how we work together and deliver on
big projects and goals, it runs through us and is a part of everyday life at UW.
"Culture is always on - it happens even when people aren’t watching. We need our culture to be
something that is built into us - like muscle memory. The more we ‘practice’ our culture, the
more ingrained it becomes".
Libby Townsend, Chief People Officer
Our DNA - the guiding principles for our business and people
Three guiding principles for our business and all of us. Shaped by our focus groups, user testing
and people surveys; they’re a reflection of who we are, and who we want to become.
Our behaviours - how we show up
Our behaviours represent how we show up, and define the effort we make every day to be our
best selves in everything we do.
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Launched at our company All Hands event in October, we’ve been activating and embedding
our culture across everything we do and in all parts of our employee lifecycle; from the way we
attract and onboard new talent and develop our people, to supporting them through life
moments, how we reward people - even through to the offboarding experience when people
leave UW.
In November, we held our first-ever People Leader event - Elevate. Designed to give People
Leaders insight into what our business will look like in the future, the role they play in our
growth plans and equipping them with the right skills and resources to be culture builders and
multipliers for the teams they lead.
As a result of the event:
• 100% of People Leaders are clear on how leading with a performance
mindset helps the growth of our business.
• 98% of People Leaders understand our growth plans and the role they play
in our success.
• 87% of People Leaders are confident in activating and embedding our
culture within their teams.
• 97% of People Leaders are clear on how setting the right culture helps to
drive growth.
• 95% of People Leaders feel equipped with the information they need to
support their team in delivering our plans for growth.
In addition, and in support of our work to embed our culture, our latest employee survey
results tell us we’re sitting at a 71% positive response rate for the cultural shifts we’re
trying to drive.
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We’ve begun embedding our distinct UW culture to attract, develop and keep great
people:
Attract great people
Recruitment headlines are:
• 1071 vacancies filled
• Offer acceptance rate 93%
• 25% of roles filled by internal team members
• 42% roles filled by female hires
• 53% of People Leader roles (across all functions of UW) filled by females
• Hiring for new Selkirk Hub
• Launched our Cultural DNA into our hiring process
• Glassdoor rating increased from 4 to 4.1
The first half of FY24 continued seeing us hiring at scale, notably filling 799 vacancies between
April - Sept. One of our core priorities for FY24 focussed on reducing our CSA attrition. As we
drove key initiatives in this space from reinventing how we hire to improving our employee
experience, we successfully saw a reduction in voluntary attrition from 46% to 32%. This
positively impacted our hiring landscape during the second half of FY24 which saw a significant
decrease in hiring with 272 roles being filled up until financial year end. Of the total of 1071
vacancies filled in the financial year, 868 of these were new and 203 replacement hires.
In addition to the knock-on effect of the reduced attrition in our call centre teams we saw that
many other roles were no longer being directly replaced as we embedded a longer-term
business vision which triggered our leaders to hire with a future focus lens on potential new
skills required to continue our growth trajectory.
With the introduction of our Selkirk hub, the team focussed on recreating our in person onsite
assessment centres to ensure we continued to hire the right people who will stay with us and
perform well. Thinking creatively to promote UW as an Employer of Choice in a small
community, we secured a partnership with Borders College along with attending other local
events to successfully develop our presence as an employer in the area. We continued to evolve
our onsite hiring events and assessment centres across our hubs, and recently reintroduced
these into Colindale when hiring our onsite teams.
Following last year’s launch of Smart Recruiters internal careers portal which supported our
desire to drive internal mobility and employee referrals we saw an increase from 12% to 25%
of roles across UW filled by internal team members and 164 new hires come through employee
referrals. 54% of our internally filled roles were occupied by females and 52% filled by
individuals from under-represented minority groups. Our Refer a Friend scheme continued to
attract great talent which saw an increase in costs through this medium.
As market conditions changed, we were well-positioned to attract great specialist talent in our
core and tech teams. Our employer brand perception became more favourable and our
approach to hybrid working continued to stand out as competitive. We continued to focus on
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ensuring our attraction strategy removed any bias and supported the attraction of diverse
talent which saw a result of 42% of vacancies filled by females and 62% of vacancies filled by
individuals from underrepresented minority groups.
As we codified our culture, we worked with the business to define our key talent personas and
build our attraction messaging for these groups (Technology Teams, Core and Commercial
Teams and Customer Facing Teams). We also embedded cultural assessments into our
recruitment screening process.
Develop and keep great people
Building on the success of launching our approach to learning with Spark we aim to support
and empower our people at UW to connect, learn, grow, driving both personal and
professional performance.
Spark, is all about making it easy for our people to access the development they want and
need, to perform and support their personal development no matter what role they hold.
To improve the experience with Spark and make content easier to access we have launched a
new learning platform to sit behind Spark with our new supplier LearnAmp in March. We are
seeing over 80% of our people access the new platform.
Although Spark is for all at UW, we know that in order to make progress with our cultural shifts
we need to disproportionately focus on our people leaders. They are multipliers of behaviour
and performance. We have invested in developing our leaders at all levels more than ever
before over the last year. From front-line new leaders to our executive leadership team, our
whole leadership community has engaged with Spark to develop their leadership capability.
We have supported the development of our people leaders at all levels, here are some
highlights:
● All leaders can now access our leadership fundamentals programme, designed to
support new or less experienced leaders in learning (or re-capping) the basics of
leadership.
● We support our experienced leaders with a dedicated programme to help them refine
their leadership capability - working in partnership with Will It Make The Boat Go
Faster. We have delivered our first programme with 16 leaders from our Business
Leadership Group.
● We support leaders with potential to accelerate their development with a dedicated
coaching programme with our external supplier and tool called Ezra. Providing 12
leaders per quarter with access to an external coach.
● We support teams to be as effective as they can with a series of self serve toolkits
designed to help create high performance in a team.
● Senior teams have support in their team effectiveness using the Insights Discovery tool,
providing internally delivered individual and team coaching and support.
● We have introduced an approach to talent reviews for senior leadership teams, giving us
a view of those who have low and high levels of performance and potential.
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● Our executive leadership team have access through Spark to high calibre external
executive coaches, use of the Hogan psychometric tool, and a dedicated development
pathway for them as a team.
Develop headlines:
• On average, 70.4% of all employees accessed Spark content each month for FY24
(18% more than FY23).
• On average, 73.6% of People Leaders accessed Spark content each month for FY24
(8.5% more than FY23).
• Engagement/satisfaction with people leaders (aka our leadership index) in Heartbeat
result was 85%, against our goal to maintain +80%.
• We have assessed 182 of our mid/senior people leaders’ effectiveness against our
leadership beliefs so far - with a 74% result, against our ambition of 80% for the
year ahead.
Our continued focus on people capability will help us to further embed our culture and drive our
cultural shifts - this is crucial not only to develop great people, but also to continue to give
them reasons to continue their career at UW (to stay).
Reward
We continue to review our Purple Deal and how we can continue to evolve our offering to enable
flexibility and choice and foster a culture of engagement.
Underpinning the reward strategy and vision we are developing the UW career architecture which
will provide the foundation for our employees to understand their role expectations, how their
role contributes to the success of the business, how they can progress their careers in UW and
how the Purple deal impacts them.
Engagement
We recognise the importance of listening to our employees and continue to create opportunities
for them to give feedback. In addition to our Heartbeat engagement survey which gives
employees opportunities to give feedback three times a year, we also hold regular listening
sessions within each Function and our Belonging Groups.
Engagement survey headlines:
Our employees continue to be positive about working at UW with an average eNPS of +26
across the year and response rates above 80%.
People are most positive about:
• the people they work with
• the support they get from their managers, particularly around wellbeing
• work/life balance
• feeling trusted to do their job
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• opportunities to learn and develop
By listening to our employees’ feedback, we’ve implemented changes including:
• Revising our approach to pay reviews, making sure we are paying a fair market rate
for every role.
• Revamping our service anniversary scheme to better reward our employees for their
commitment to success, with cash bonuses and additional annual leave.
• Introducing the UW holiday guarantee for our customer service advisor roles.
• Refreshing our recognition scheme to align with our DNA and behaviours.
Our Ways of Working
We’ve continued to evolve the approach to how, and where we work to make sure the relevant
teams can collaborate to deliver results and to ensure we provide the best employee experience
possible.
During FY24 we’ve established guiding principles on ‘How we work’, which plays a critical part in
bringing our culture to life. Our employees shared in our culture codification focus groups and
Heartbeat surveys, that we needed to do more to support collaboration across functions so that
we can work more effectively, efficiently, and ultimately, win together.
We’ve reviewed everyone’s role at UW and identified who needs to connect more frequently in
person. We identified for most roles connecting in person 2-3 days a week enables our culture
to thrive.
We identified a need for an effective collaboration space for many of our leadership, enabling
and commercial teams and opened a new Hub in Farringdon, central London. We’ve also
refreshed our existing Hubs to make sure they can accommodate more regular employee
attendance, typically for our operational teams.
We’ve created a ‘How We Work playbook’ to help our teams transition to more regular in-
person, or hybrid working. Our playbook provides our first iteration of guiding principles for our
teams to know how to work most effectively and we’ll take steps in FY25 to develop these
further, ensuring our teams utilise our Hubs and work practices to perform at their best.
Diversity and inclusion
As a Company, we are fully committed to creating a diverse and inclusive workforce and
culture. We ensure that full and fair consideration is given to opportunities for employment,
training, career progression and promotion on the basis of each individual’s ability, attitude and
track record, irrespective of their gender, ethnic origin, nationality, age, religion, sexual
orientation or disability. We also continue to take actions to create an environment where we
highlight, educate, inform, support and celebrate uniqueness – creating an environment where
everyone belongs and can bring their whole self to work, contribute their best work and develop
to their full potential.
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Importantly, we want to maintain an environment that reflects the diversity and characteristics
of the customers and communities we operate in and which is free from any form of
harassment, bullying and discrimination.
In FY24, we have:
• Worked with an external Diversity and Inclusion (D&I) consultancy to do an
independent audit on our internal processes, policies and culture to inform our D&I
strategy and approach for FY25.
• In addition to our existing Menopause Support Groups we launched five new
Belonging Groups (Carers, Working Parents, Pride, Women in Leadership, African-
Caribbean) to offer peer to peer support, raise awareness and drive change. All
Belonging Groups are led by our employees across the business with support from
the People Team and Internal Communications.
• Here are some quotes from our Group Leads about why Belonging is so important for
our business and employees:
“As a Carer myself, I feel passionate that carers at UW are supported by all those
around them at work. That is why we set up the UW Carers Network” (Carers Group
Lead)
“As a rise in hate crimes against LGBTQ+ people continues, it’s essential for us to
remain visible, drive awareness and strive for an inclusive environment that
everyone can be proud of at UW.” (Pride Lead)
“We are super proud that 40% of Leadership positions are held by women. We want
to nurture and empower them to drive change for the positive, giving them the
confidence and enabling them to grow” (Women in Leadership Lead)
In accordance with the FCA’s requirements on Board diversity targets and publication of
numerical data on the ethnic background and the gender identity or sex of the individuals on
the board and executive management, we have included the relevant statement and data
tables on page 75.
We are pleased with the progress we’ve made in FY24. Looking forward to FY25, our key
objective is to develop and embed a performance and efficiency approach that drives cultural
mindset shifts, including our leaders setting goals and having regular conversations about their
performance. We look forward to taking forward initiatives to embed our culture to attract,
develop and keep great people including developing career pathways and enhancing our reward
and recognition deal.
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Sustainability Report
ESG approach and strategy
We remain committed to fulfilling our environmental, social, and governance (ESG)
responsibilities and objectives, which are integral to the way we operate. We do this by being a
responsible and resilient company that delivers returns to investors over the long term, whilst
minimising any negative impact on the environment, and having a positive impact on the
people we interact with.
The Board has ultimate responsibility for our ESG strategy and tracks our progress towards our
objectives. Our Co-CEO, Andrew Lindsay, has responsibility for overseeing our ESG strategy.
Our Legal and Compliance Director has operational responsibility for ESG, including managing
and delivering on our ESG strategy, and is supported by our Head of Sustainability. The
company also has an ESG Strategy Committee comprising the Legal and Compliance Director
(Chair), Co-CEOs, CFO, Executive Leadership Team, the Company Secretary and Head of
Sustainability. This group meets quarterly to discuss our ESG strategy, goals, initiatives and
progress, thus ensuring a robust governance framework and tracking of progress against
targets.
Our ESG strategy for the coming year is underpinned by the results of our double materiality
assessment, which we undertook in FY23 and refreshed towards the end of FY24. We engaged
with key stakeholders, namely our customers, Partners, employees, suppliers, investors, and
Board to better understand the issues which are important to them and that are relevant to our
business. This has provided us with a clearer understanding of what to prioritise, and helped us
shape our ESG strategy to focus on four key pillars:
• Environment
• Customers
• Employees and Partners
• Responsible business
A detailed summary of our double materiality assessment, and our overall approach, can be
found in our ESG Report, available at telecomplus.co.uk.
Environment
We are committed to working towards a more sustainable, low-carbon future. Climate change is
a challenge we all must face and we want to play our part in the UK’s path to net zero
1
. Our
commitment to the environment is set out in our ESG Report, underpins our Environmental
Policy, and is also captured within our Supplier Code of Conduct.
In FY23 we developed our long and interim net zero targets based on detailed modelling of our
emissions trajectory. This includes assumptions on external factors that, as a reseller, will
strongly influence our decarbonisation ability - namely our key suppliers’ decarbonisation plans,
and the UK government’s published projections on the decarbonisation trajectory of the UK
energy grid. We remain committed to the following:
1
"Net Zero" as used herein means the Science-Based Targets Initiative (“SBTi”) net zero definition, from the SBTi net zero Standard
(https:// sciencebasedtargets.org/resources/files/Net-Zero-Standard.pdf) pursuant to which we are committed to (a) reducing our scope
1, 2 and 3 greenhouse gas (GHG) emissions to zero or a residual level consistent with a 1.5°C pathway and (b) will neutralise the impact
of any residual emissions by permanently removing an equivalent volume of GHG emissions.
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• achieving a target of net zero emissions on or before 2050, across scopes 1, 2
and 3, in line with a 1.5°C world;
• setting an interim, near-term target to reduce emissions by 63% across Scopes
1, 2, and 3 by 2035 from a FY22 baseline; and
• obtaining validation of our targets by the Science Based Targets Initiative
(SBTi).
Our climate-related financial disclosures can be found on pages 54 to 66 and our GHG
emissions disclosures on pages 48 to 50 of this report. Further detail on our net zero transition
plan is included in our ESG Report.
We are pleased to report on the progress against our FY24 environmental commitments:
Objective
FY24 commitment
Progress during FY24
Status
To achieve net zero
emissions by 2050
across Scopes 1, 2
and 3
Develop a net zero
transition plan that is
Transition Plan Taskforce-
aligned by the end of
FY25, including setting an
interim target to reduce
emissions by 63% across
Scopes 1, 2, and 3 by
2035 (all targets to be
verified by SBTi)
Ongoing - developing our
Transition Plan Taskforce-
aligned net zero transition
plan will be a key focus for
FY25. We will begin work on
SBTi target verification
following the SBTi’s major
revision of the Corporate
net-zero standard (which is
ongoing in calendar year
2024).
Ongoing
Procure renewable
electricity for UW
operated buildings
Move to renewable
electricity at our Selkirk
Hub by FY25
Ongoing - our Selkirk Hub,
which is a serviced office, is
on a renewable electricity
tariff.
All UW operated sites are on
a renewable electricity tariff
that is PPA & REGO-backed.
Achieved
Continue to develop
our green product
offering
Refresh our green product
offering by the end of
FY25
Ongoing - our updated E.ON
contact provides a
framework for us to refresh
our green customer product
offering, and to develop
innovative ‘time of use’
tariffs (suitable for EV
charging, home generation,
and storage).
Ongoing
Looking ahead to our FY25 ESG strategy, our environmental pillar will focus on continuing our
journey to net zero through delivery against the following objectives and key results:
Objective - To achieve net zero emissions by 2050, across scopes 1, 2 and 3
Key Result - Develop a net zero transition plan that is Transition Plan Taskforce-aligned
by the end of FY25, including setting an interim target to reduce emissions by 63%
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across Scopes 1, 2, and 3 by 2035
Objective – Procure renewable electricity for all UW-operated buildings
Key Result - Seek to ensure that all UW Hubs are on or are transitioned to renewable
electricity by the end of FY26
Objective - Continue to develop our green product offering
Key Result - Refresh our green product offering by the end of FY25
Further detail on our progress over the last year, as well as the environmental aspects of our
FY25 ESG strategy, are set out in our ESG Report.
Customers
We help our customers to get on with more important things in their lives than managing their
bills by delivering consistently fair value and great service.
Continuing to support our vulnerable customers, particularly in the context of the rising cost of
living, remains a key priority within our ESG agenda. Over the last year, we have continued to
partner with Citizens Advice Plymouth to support vulnerable customers. Our team of advisors at
Citizens Advice Plymouth provide dedicated support to UW customers in financial difficulty, with
guidance available for budgeting, increasing household income, and extending financial support
in certain cases.
We are pleased to report on the progress against our FY24 customer commitments:
Objective
FY24 commitment
Progress during FY24
Status
Help our customers to
use energy more
efficiently
Exceed our Ofgem
specified target for
smart meter
installation during
calendar year 2023
While we fell short of
our Ofgem specified
targets, we installed
92,753 smart meters in
calendar year 2023, up
from 75,104 in 2022,
and now have a
penetration rate of 70%,
against a market
average of 60%.
Not achieved
Develop and promote
energy efficiency
advice initiatives by
end of FY24
In FY24 we promoted
energy savings advice to
customers via our
website and our app,
with a combined 17,939
visits in FY24.
Our dedicated phone
line, provided by Scarf,
had 133 calls in calendar
year 2023. (Due to the
mechanics of the data
capture, this metric is
reported for the
previous calendar year,
Partially achieved
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rather than the financial
year).
Protect our customers’
data, privacy and
online safety
Achieve ISO27001
certification for our
energy operations by
end FY25
We are on track to
obtain our ISO27001
certification by the end
of FY25.
Ongoing
Enhance support for
vulnerable customers
Supporting the
deployment of a UW-
funded £5 million
Hardship Fund over
FY24-FY26 by Citizens
Advice
Over FY24 £555,864
was deployed from the
Hardship Fund through
Citizens Advice
Plymouth to both UW
and non-UW customers.
Ongoing
Looking ahead to our FY25 ESG strategy, our customer pillar will focus on continuing to look
after our customers through delivery against the following objectives and key results:
Objective - Help our customers to use energy more efficiently
Key Result - Exceed our Ofgem specified target for smart meter installation during
calendar year 2024 (17,947 electricity smart meters and 27,682 gas smart meters)
Key Result - By the end of FY25 develop tools to allow customers to monitor and
budget for their energy consumption (avoiding bill shocks)
Objective - Protect our customers’ data, privacy and online safety
Key Result - Achieve ISO27001 certification for our energy operations by end FY25
Objective - Enhance support for vulnerable customers
Key Result - Supporting the deployment of a UW-funded £5 million Hardship Fund over
FY24-FY26 by Citizens Advice
Further detail on our progress over the last year, as well as the customer-focussed aspects of
our FY25 ESG strategy are set out in our ESG Report.
Supporting our employees and Partners
Our employees and Partners are the driving force behind the business. Inspiring, developing,
and supporting our employees and Partners is a fundamental part of our Company culture.
Moreover, with the continued cost of living challenges, we are proud of both the employment
opportunities we offer, (with our hubs in Burnley and in Selkirk being great examples of how we
are supporting local communities), but also the ability for hard-working people from all walks of
life to be able to flexibly earn an additional income through our Partner opportunity.
Our employees are integral to our business and we continue to embed our distinct UW culture
to attract, grow and retain great people. We are committed to the health, safety and wellbeing
of our people - this is outlined and promoted through our Health, Safety & Wellbeing
Statement, and our Health and Safety Policy. The People section of this report provides further
detail on our employee agenda, including diversity and inclusion.
Our community of self-employed Partners continues to be instrumental to our growth. Our
Partner network now has 68,251 Partners, each seeking the opportunity to flexibly earn an
additional income through referring UW to family and friends who then chose to sign up for our
services and save time and money on their household bills. We support our Partners by
providing access to free training, support, and tools to help them make the most of the UW
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opportunity, including training on talking about our regulated services, as well as on data
privacy.
This year we worked with an expert external consultancy to understand the socio-economic
impact of our UW Partner opportunity. The research provided insights into how being a UW
Partner gives people an opportunity to earn around life’s commitments, boosts income, builds
confidence, and enables people to achieve more. Of the 348 Partners who took part in the
research project:
● 86% said that being able to earn more flexibly through UW had improved their quality of
life;
● 79% said the income they’d received from UW had provided them with a greater sense
of financial empowerment;
● 65% had found that being part of UW had made them feel more comfortable in
professional or social settings; and
● 53% stated that being a UW Partner had allowed them to increase their earnings outside
of UW, change jobs, progress their career, or start their own business.
Further information regarding this project can be found in our FY24 ESG Report.
We are pleased to report on the progress against our FY24 employee and Partner
commitments:
Objective
FY24 commitment
Progress during FY24
Status
Evolve our distinct UW
culture to attract,
develop and keep
great people
Maintain an Employee
Net Promoter Score
(eNPS) of +25 by the
end of FY24
Our average FY24
aggregate eNPS +26
Achieved
Continue to build
diverse employee
communities, where all
UW employees feel a
strong sense of
belonging allowing
them to thrive and
grow
At least 40% of all
management roles will
be held by female
employees at the end
of FY25
46.2% of management
roles held by women
Achieved / Ongoing
At least 30% of all
management roles will
be held by ethnically
diverse employees at
the end of FY25
34.4% of management
roles held by ethnically
diverse employees.
Achieved / Ongoing
Undertake a Diversity
and Inclusion audit by
end of FY24
We worked with an
external diversity and
inclusion consultancy to
conduct an independent
audit on our internal
processes, policies, and
culture. The results are
informing our strategy
going forward.
Achieved
Launch UW belonging
networks, open to all
employees, by end of
Six Belonging groups
were launched in FY24 -
Working Parents,
Achieved
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FY24
African-Caribbean, UW
Pride, Women in
Leadership, Menopause
Support Group, and our
Carers Network.
Increase the
Company's socio-
economic impact by
promoting the Partner
opportunity as a
second income to a
wider audience
Quantify the social
impact of the UW
Partner opportunity by
the end of FY24
We worked with an
expert external
consultancy to develop a
framework to measure
the impact of the UW
Partner opportunity.
Achieved
Looking ahead to our FY25 ESG strategy, our employee and Partner pillar will focus on
supporting our employees and Partners through delivery against the following objectives and
key results:
Objective - Develop and embed a performance and efficiency approach that drives cultural
mindset shifts
Key Result - 100% of eligible people leaders have goals by the end of FY25
Objective - Continue to build diverse employee communities, where all UW employees feel a
strong sense of belonging, allowing them to thrive and grow
Key Result - Based on the findings of our FY24 diversity and inclusion audit, develop
UW’s diversity & inclusion vision, strategy and action plan by the end of FY25
Key Result - At least 40% of all management roles will be held by female employees at
the end of FY25.
- At least 30% of all management roles will be held by ethnically diverse employees at
the end of FY25
Key Result - Develop a robust framework to support and amplify our UW Belonging
groups to ensure their effectiveness and longevity
Objective - Continue to build diverse employee communities, where all UW employees feel a
strong sense of belonging, allowing them to thrive and grow
Key Result - Leverage the findings from our FY24 social impact study in our Partner
proposition refresh to further drive the positive impact of the UW Partner opportunity
Further detail on our progress over the last year, as well as the employee and Partner aspects
of our FY25 ESG strategy, are set out in our ESG Report.
Responsible business
Conducting business in a fair, accountable, and sustainable manner is critical to the continued
success of the Company. Our systems and processes are built and developed to ensure high
standards of compliance, data security, and business continuity.
We are committed to respecting human rights across our business and our supply chain. Our
Human Rights Policy covers human rights, modern slavery, and forced labour, and provides the
basis for embedding responsibility for respecting human rights throughout the Group. Our
Board reviews and approves our annual Modern Slavery Statement, which is available on our
website.
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We have a zero tolerance approach to bribery and corruption which is embedded through our
Anti-Bribery and Corruption Policy and training. Our policy describes our values and approach to
counter bribery and corruption.
Our Supply Chain Policy and Supplier Code of Conduct set out the standards we expect our
suppliers to adhere to, including respecting human rights and a zero tolerance approach to
bribery and corruption.
We have a Whistleblowing Policy to encourage staff to report suspected wrongdoing (including
human right violations, and bribery and corruption matters), and an independent
whistleblowing hotline provided by SafeCall. Our Whistleblowing policy was reviewed and
refreshed in FY24, and the revised policy will be published in H1 FY25.
We are pleased to report on the progress against our FY24 responsible business commitments:
Objective
FY24 commitment
Progress during FY24
Status
Maintain reliability of
supply, service and
product delivery
Communicate an
updated and
centralised Critical
Incident Response
procedure to all
employees by end of
FY24
Our Critical Incident
Response procedure was
reviewed in FY24 - our
new Crisis Reporting and
Management Policy and
our Crisis Communication
Plan are due to be
published and
communicated to all
employees in H1 FY25.
Partially achieved
Ensure robust and
responsible supply
chain management
Undertake an internal
review of UW supply
chain (with particular
focus on human rights,
modern slavery, and
anti-bribery and
corruption) by end of
FY24
A review of our supply
chain of risks relating to
human rights, modern
slavery, bribery and
corruption, and sanctions
was completed, with
support from external
consultants. The review
confirmed that our
supply chain is low-risk,
as previously considered.
Achieved
Ensure robust
governance and
transparency of the
Partner model
Increase transparency
of the mechanics and
benefits of the Partner
model by end FY24
Partner opportunity
website refreshed,
including greater detail
on earning opportunities.
Achieved
Looking ahead to our FY25 ESG strategy, our responsible business pillar will focus on doing
business responsibly through delivery against the following objectives and key results:
Objective - Support the long term sustainable growth of the Company through effective ESG
governance
Key Result - Review and embed refreshed ESG governance structure by the end of FY25
Objective - Ensure robust and responsible supply chain management
Key Result - Refresh our procurement processes and procedures and embed into
standalone internal procurement function by the end of FY25
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Further detail on our progress over the last year, as well as the governance-related aspects of
our FY25 ESG strategy are set out in our ESG Report.
UW Foundation and Tree-planting
Through our UW Foundation (UWF), we continue to contribute to charitable initiatives and
encourage our employees and Partners to give back through volunteering and charity
fundraising, which can be matched by the UWF. We also remain committed to our tree-planting
pledge and continuing to support ecological restorations and re-wilding across the UK with our
carefully selected tree-planting initiatives with charitable partners the National Trust, Moor
Trees and Stump up for Trees.
Going forward and with effect from 1 April 2024, we will move to a fixed contribution for the
UW Foundation and tree planting initiatives. For FY25, Telecom Plus PLC will therefore
contribute £350,000 to the UW Foundation and our tree planting initiatives.
Further details on the UWF and our tree-planting initiatives can be found in our ESG Report.
FY24 commitment
Progress during FY24
Continue to contribute 1% of our
reported annual profits to the UW
Foundation and our tree planting
initiatives
We contributed 1% of FY23 reported annual profits to the UW
Foundation and our tree planting initiatives. This represented
£681,610.
During FY24, the UWF made donations to: our partner
charities (FareShare and The WildLife Trusts); charities
chosen by our UW Belonging groups and our Hub offices;
charities who our employees had undertaken fundraising
activities for (via match requests); and other good causes in
line with the UW Foundation aims. FY24 tree planting
initiatives are captured in the following table.
Tree planting pledge
Progress during FY24
UW pledges to plant a tree on
behalf of all new customers who
take 3 or more core services, and
employees who reach their fifth
anniversary with UW
Since UW’s tree planting pledge was made in FY21, we have
committed to plant 338,294 trees.
By the end of FY24, 391,791 trees had been planted by our
tree planting partners on our behalf, meaning we are
currently ahead of our committed tree planting commitment.
Our FY24 tree planting activities consisted of:
91,364 trees planted by Stump Up For Trees
51,214 trees planted by the National Trust
75,000 trees planted by Gruinard Island
We also signed a new 3 year partnership with Moor Trees
who are working to restore and expand temperate rainforest
on Dartmoor.
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Carbon reporting - Greenhouse gas (“GHG”) emissions statement
In the table below, we provide an overview of our Scope 1, 2 and 3 GHG emissions. We report
in line with the Greenhouse Gas Protocol and ISO 14064 Part 1 2018. We will continue to
develop our carbon accounting and approach to measurement more generally as we seek to
track our climate-related risks and opportunities more closely.
FY24
FY23
1 April 2023 to 31
March 2024
1 April 2022 to 31 March
2023
UK and
offshore
Global
(exclud
ing UK
and
offshor
e)
UK and
offshore
Global
(excluding
UK and
offshore)
Emissions from
activities for which the
company own or control
including combustion of
fuel & operation of
facilities tCO
2
e (Scope
1)
80.03
N/A
84.34
N/A
Emissions from
purchase of electricity,
heat, steam and cooling
purchased for own use
tCO
2
e (Scope 2,
location-based
methodology)
683.52
N/A
746.43
N/A
Emissions from
purchase of electricity,
heat, steam and cooling
purchased for own use
tCO
2
e (Scope 2,
market-based
methodology)
[XX]
N/A
[XX]
N/A
26.71
N/A
29.92
N/A
Total gross Scope 1 &
Scope 2 emissions
tCO
2
e (all) Scope 2,
(location-based
methodology)
763.55
830.77
Total gross Scope 1 &
Scope 2 emissions
tCO
2
e (all) Scope 2,
106.74
114.27
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(market-based
methodology)
Energy consumption
used to calculate above
emissions (kWh)
3,667,478.39
N/A
4,254,146.65
N/A
Gas (kWh)
308,058.28
N/A
268,515.88
N/A
Electricity (kWh)
3,300,851.80
N/A
3,859,933.09
N/A
Transport fuels (kWh)
58,568.31
N/A
125,697.68
N/A
Total gross Scope 1 &
Scope 2 emissions by
unit turnover/revenue
(tCO
2
e/£M) (Scope 2
location-based
methodology)
0.37
0.34
Total gross Scope 1 &
Scope 2 emissions by
unit turnover/revenue
(tCO
2
e/£M) (Scope 2
market-based
methodology)
0.052
0.046
Methodology
GHG Protocol &
ISO14064 Part 1 2018
and Carbon Reduce
GHG Protocol & ISO14064
Part 1 2018 and Carbon
Reduce
Emissions from other
activities tCO
2
e (Scope
3)
2,574,650.11
2,297,222.12
Total gross Scope 3
emissions tCO
2
e
2,574,650.11
2,297,222.12
Total gross Scope 1,
Scope 2 & Scope 3
emissions tCO
2
e (Scope
2 location-based
methodology)
2,575,413.66
2,298,052.90
Total gross Scope 1,
Scope 2 & Scope 3
emissions tCO
2
e (Scope
2 market-based
methodology)
2,574,756.85
2,297,336.38
Total gross GHG
emissions per unit
turnover/revenue
(tCO
2
e/£M) (Scope 2
location-based
methodology)
1,264.13
928.43
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Total gross GHG
emissions per unit
turnover/revenue
(tCO
2
e/£M) (Scope 2
market-based
methodology)
1,263.01
928.16
Third Party verification
Verified to ISO14064
Part 1 2018 and Carbon
Reduce
Verified to ISO14064 Part 1
2018 and Carbon Reduce
This statement has been prepared and verified by Achilles (to limited assurance) in accordance
with the requirements of the measure-step of the Toitū carbon marks, which is based on the
Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (2004) and ISO
14064 part 1 2018 Specification with Guidance at the Organization Level for Quantification and
Reporting of Greenhouse Gas Emissions and Removals. It meets the requirements of the
Streamlined Energy & Carbon Report framework.
Our GHG reporting year is the same as our financial year. We use the operational control
methodology.
Our reporting covers: our UK-based Scope 1 (direct emissions from our own operation); Scope
2 (indirect emissions from the generation of purchased energy) which is calculated following
location and market based methodology; and Scope 3 emission sources, covering the following
GHG protocol categories purchased goods and services, fuel and energy related activities, waste
generated in operations, leased assets, use of sold products and business travel.
We use the Location-based method for Scope 2 emissions accounting – as defined in the Scope
2 Guidance amendment to the Corporate Standard (ghgprotocol.org) and the Market-based
method for Scope 2 emissions accounting – as defined in the Scope 2 Guidance amendment to
the Corporate Standard (ghgprotocol.org).
We restate historical years’ data when we think subsequent information is materially significant
(e.g. replacing estimates with measured figures). This year we have not had to restate any
historical years data. The data reflects the sale of UW’s 75% shareholding in Glow Green
Limited which was completed on 31 July 2022.
Carbon and energy efficiency initiatives
This year we have continued to find ways to increase the efficiency of our direct energy use and
reduce carbon emissions associated with our direct operations. We continued to refine how we
use our office spaces in line with our flexible working model. This year at our main Colindale
head office, this has resulted in a 14% reduction in electricity use between FY23 and FY24.
Non-financial and sustainability statement
Pursuant to the provisions outlined in sections 414CA and 414CB of the Companies Act 2006,
which specify the criteria for non-financial and sustainability reporting, the following table
summarises our alignment with the required reporting:
Environmental matters
Page
Sustainable growth
40
Business resilience
10
Corporate social responsibility
40
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Streamlined energy and carbon reporting
48
Climate-related financial disclosures
Task Force on Climate-related Financial Disclosures
54
People
People policies
33
Description of principal risks
Business model
25
Principal risks
26
Other matters
Anti-corruption and bribery policies
47
Social matters
40
Leadership and governance
70
Non-financial performance indicators
10
Section 172(1) Statement
Background
The Companies Act 2006 (the “Companies Act”) sets out a number of general duties which
directors owe to the Company. New legislation has been introduced to help shareholders better
understand how directors have discharged their duty to promote the success of the Company,
while having regard to the matters set out in section 172(1)(a) to (f) of the Companies Act. In
the current financial year, the directors continued to exercise all their duties, while having regard
to these and other factors as they managed and governed the Company on behalf of its
shareholders.
Engaging with key stakeholders
The success of the Company is dependent on building positive relationships with all of our key
stakeholders to deliver long-term sustainable success.
The table below sets out details of engagement with key stakeholders.
Stakeholder
Details
Shareholders
As owners of the Company we rely on the support of shareholders
and their views are important to the Board.
The executive directors have an open dialogue with our shareholders
through one-to-one meetings, group presentations with analysts,
and at the Annual General Meeting. Discussions with shareholders
cover a wide range of topics including financial performance,
strategy and outlook. The non-executive directors engage with
institutional shareholders on matters of governance and
remuneration.
Shareholder feedback, along with details of significant movements in
the shareholder base are regularly reported to and discussed by the
Board and, where appropriate, their views are sought as part of
certain decision-making processes, e.g. shareholders have
previously been consulted in relation to new remuneration
arrangements and amendments made where appropriate.
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Stakeholder
Details
Partners
The Company relies on the Partners within its independent
distribution network for referring UW to new customers.
Communication with our Partners is a key focus for the business and
is conducted through various meetings, forums and large-scale
conferences.
Where appropriate, Partner feedback is sought when significant
changes are being considered to the operation of the distribution
network.
People
Employees are key to the Company delivering award-winning
services to customers.
There are many ways we engage with and listen to our employees
including weekly email updates, employee surveys, forums, face-to-
face briefings, and an internal company magazine.
Key areas of focus include company development and strategy,
health and well-being, development opportunities, pay and benefits.
Regular reports about what is important to our employees are made
to the Co-CEOs ensuring consideration is given to employee needs,
e.g. during the period, regular listening sessions within each
Function and our employee Belonging Groups were held as set out in
the People section of this report.
Customers
We build long-lasting relationships with our customers as evidenced
by our low levels of churn.
We devote considerable resources to understanding customer
requirements and soliciting feedback from them on ways to improve
our offer and services. We use this knowledge to inform our strategy
of helping customers to “stop wasting time and money” by offering
savings, simplicity and service across all the household services we
are providing to them.
Suppliers
As a reseller we are required to work closely with our key suppliers
to ensure that we are delivering the best possible combination of
value and service to our customers; our success in achieving this is
demonstrated by the numerous endorsements and consistent
recommendations we receive from Which?
The interests of our suppliers are strongly aligned to our own as the
number of customers we are able to attract has a direct impact on
their own financial performance and market share. This generates
close and supportive relationships with our key suppliers which are
fostered through regular interaction at a senior management level.
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Stakeholder
Details
Community
We are committed to building positive relationships within the
communities where we operate.
We are a significant employer in the local communities around our
offices and support a number of charitable activities. Our UW
Foundation furthers these endeavours.
Our Partner business opportunity allows a range of people from
communities across the UK to advance their lives, driving our
strategy to help Partners to “get on in life”.
Regulators
We operate in highly regulated markets and understand the
importance of maintaining a constructive working relationship with
Ofgem, Ofcom, the FCA and the GFSC who between them are
responsible for the regulation of the diverse range of services we
offer.
We engage with officials from these regulators as necessary to make
them aware of the Company’s views when they are consulting on
proposed regulatory changes, or if there are competition issues that
need to be raised with them.
Further s172 factors
Further information as to how the Board has had regard to the s172 factors:
Section 172 factor
Key examples
Page
The likely consequences of any
decisions in the long-term
Sustainability Report
40
The interests of the Company’s
employees
People & Organisation Report
33
Fostering business relationships
with suppliers, customers and
others
Co-Chief Executives’ Review
10
The impact of the Company’s
operations on the community and
the environment
Sustainability Report
40
Maintaining a reputation for high
standards of business conduct
Sustainability Report
Corporate Governance Statement
40
70
The need to act fairly between
members of the Company
Corporate Governance Statement
Directors’ Report
70
110
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Task Force on Climate-Related Financial Disclosures Report
We recognise that climate change is the single biggest environmental threat to the future of our
planet. Companies have an important role to play in reducing the effects of harmful GHG
emissions in our atmosphere and ensuring that we meet a 1.5°C target in line with the Paris
Agreement.
As a multiservice provider of home services, we must play our part and that is why we are
committed to implementing the recommendations of the Task Force on Climate-related
Financial Disclosures (TCFD). We acknowledge the importance of TCFD in helping us to manage
the impact of climate change on our operations, as well as advance towards our net zero target.
Our climate-related financial disclosures in this section (together with the information cross-
referenced within this section) are consistent with the recommendations and recommended
disclosures of the TCFD, including the TCFD all-sector guidance, and in compliance with the
requirements of LR 9.8.6R.(8) (UK Listing Rules). This disclosure also complies with the
requirements of the Companies Act 2006 as amended by the Companies (Strategic Report)
(Climate-related Financial Disclosure) Regulations 2022.
Compliance summary table
Paragraph
Consistent Y/N
Governance
Paragraph 1
(a) Describe the board’s oversight of climate-
related risks and opportunities
Table 1
Paragraph 1.1
to 1.4
Y
(b) Describe management’s role in assessing and
managing climate-related risks and opportunities
Paragraph 1.3
to 1.5
Y
Strategy
Paragraph 2
(a) Describe the climate-related risks and
opportunities the organisation has identified over
the short, medium and long term
Paragraph 2.1
to 2.9, table 2,
table 3, and
table 4
Y
(b) Describe the impact of climate-related risks
and opportunities on the organisation’s
businesses, strategy and financial planning
Paragraph 2.10
to 2.12, table 2
and table 3
Y
(c) Describe the resilience of the organisation’s
strategy, taking into consideration different
climate-related scenarios, including a 2°C or
lower scenario
Paragraph 2.11
Y
Risk Management
Paragraph 3
(a) Describe the organisation’s processes for
identifying and assessing climate-related risks
Paragraph 3.1
and 3.2
Y
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(b) Describe the organisation’s processes for
managing climate-related risks
Paragraph 3.2
to 3.4
Y
(c) Describe how processes for identifying,
assessing and managing climate-related risks are
integrated into the organisation’s overall risk
management
Paragraph 3.1
and 3.3
Y
Metrics and targets
Paragraph 4
(a) Disclose the metrics used by the organisation
to assess climate-related risks and opportunities
in line with its strategy and risk management
process
Paragraph 4.1
and 4.3
Y
(b) Disclose Scope 1, Scope 2, and, if
appropriate, Scope 3 greenhouse gas (GHG)
emissions, and the related risks
Paragraph
4.1.1
Y
(c) Describe the targets used by the organisation
to manage climate-related risks and
opportunities and performance against targets
Paragraph 4.2
Y
1. Governance
Table 1
1.1. The Board has ultimate responsibility for climate-related risks and opportunities. Our
Co-CEOs have responsibility for overseeing our ESG strategy (including climate-related
issues) and attend the quarterly ESG Strategy Committee to ensure oversight at Board
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level. Further, to assist the Board in monitoring and overseeing progress against
climate related goals and targets, the Legal & Compliance Director (as the chair of the
ESG Strategy Committee and a member of the Executive Leadership Team), prepares
Board updates on climate-related matters, including climate targets and TCFD. During
FY24 the Board received six updates on climate issues including: the development of
our net zero
2
targets and transition plan; quantitative climate scenario analysis results;
progress on targets; qualitative climate scenario analysis refresh plans; and external
climate-related disclosures.
1.2. The Audit & Risk Committee monitors climate-related risk management and internal
controls as part of the Group’s risk management policies. The internal controls in
respect of climate change are reviewed and updated annually by the Legal &
Compliance Director and the Head of Sustainability. The controls were most recently
updated in March 2024 and were reviewed and approved by the Audit & Risk Committee
in April 2024. Once approved by the Audit & Risk Committee, the key risks and internal
controls are submitted to the Board for review and approval.
1.3 The ESG Strategy Committee supports the Board in its strategic and operational
oversight of climate change. The Committee considers, monitors, and has overall
responsibility for the implementation of climate-related targets and initiatives, as
well as associated risks. To embed climate change strategy and risk management
across the business, the ESG Strategy Committee is composed of a cross section of
stakeholders from Board to management level.
The ESG Strategy Committee is chaired by the Legal & Compliance Director and consists of
the Co-CEOs, CFO, Company Secretary, Executive Leadership Team, and Head of
Sustainability. It is attended by members of the Business Leadership Group and the ESG
Working Group. This ensures collaboration and effective reporting between functions with
responsibility for strategic oversight of climate-related matters and those tasked with
managing the implementation of climate-related matters.
1.4. The Committee meets and receives updates from the ESG Working Group on climate-
related matters every quarter. Climate targets, initiatives, objectives, and actions are
considered, debated, and assessed within the context of the Company’s business plans,
budgets and strategy in this cross-function open forum. Where necessary, key Board
members, Executive Leadership Team members and relevant management engage in
more detailed discussions and planning on climate-related issues (for example, net zero
transition planning, consumer demand for green products, and legislative changes and
reporting requirements).
1.5. The ESG Working Group is the management level group that manages the day-to-day
climate-related risks and issues on behalf of the ESG Strategy Committee. The ESG
2
"net zero " as used herein means the Science-Based Targets Initiative (“SBTi”) net zero definition, from the SBTi net zero Standard
(https:// sciencebasedtargets.org/resources/files/Net-Zero-Standard.pdf) pursuant to which we are committed to (a) reducing our scope
1, 2 and 3 greenhouse gas (GHG) emissions to zero or a residual level consistent with a 1.5°C pathway and (b) will neutralise the impact
of any residual emissions by permanently removing an equivalent volume of GHG emissions.
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Working Group meets every six weeks to monitor progress on actions and reports back
to the ESG Strategy Committee on a quarterly basis. The Working Group is led by our
Head of Sustainability who, along with our Legal & Compliance Director, manages the
Company’s climate-related issues with assistance from specialist external consultants,
as required.
2. Strategy
2.1. As a reseller of utility services (energy, broadband, mobile and insurance), we do not
own or operate any energy generation assets or telecommunications networks /
infrastructure. Primarily, our business involves the bundling of services that we procure
from wholesale providers and reselling them, predominantly to consumers, via our
technology platform. As a reseller, our risks and opportunities are different to those
faced by other companies in the same industry sectors who own and operate assets or
infrastructure. We have identified the actual and potential impact of climate change
risks and opportunities on the business in the context of this unique business model,
rather than the risks and opportunities present in the sectors in which we operate more
generally.
2.2. Since July 2023, through our in-house insurer UWI Limited, we have started to underwrite
insurance policies. UWI represents under 1% of our total FY24 revenue. As part of our
FY24 qualitative climate scenario analysis we considered insurance specific risks in
proportion to the relative importance of UWI to the overall group.
2.3. In FY22 we engaged external climate experts to assist us with conducting a qualitative
climate scenario analysis to identify the actual and potential impacts of climate-related risks
and opportunities on our business, and to understand the associated effects, our resilience,
and mitigation measures.
In FY24 we refreshed our climate scenario analysis to consider changes to our business, the
external context, and regulatory reporting since FY22 and FY23. This included the addition
of a ‘middle of the road’ plausible scenario, to align with latest guidance on climate scenario
analysis.
2.4. We considered physical and transitional risks and opportunities which may arise in the
short (<2029), medium (2029-2034) and long term (>2034-2050). We are satisfied
these refreshed timeframes are appropriate and relevant for the business as: the short
term covers our viability assessment period and, along with the medium term, aligns with
the timeframe in which we might expect some transition risks to arise, while the long
term reflects the realistic period in which we might expect physical climate related risks
to manifest. These timeframes are consistent with the qualitative scenario analysis we
have performed. Furthermore, these timeframes align with those used by our key
suppliers which, as resellers of their services, we are linked to.
2.5. We used three plausible scenarios rooted in the commonly used Shared Socio-economic
Pathway and Representative Concentration Pathway, in line with leading practice and in
common with the methodology used by the Intergovernmental Panel on Climate
Change:
• Scenario 1: Steady path to sustainability (RCP1.9 / SSP1 - 1.5°C)
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A world which warms by 1.5°C, where the systemic orderly decarbonisation of
industry is prioritised, economic models are reformed, and consumer attitudes shift
- this scenario focuses on a world which rises to the challenge of tackling climate
change, and focuses on transition risks associated with the rapid changes needed
by 2030 to cut emissions in line with the Paris Agreement;
• Scenario 2: Middle of the road (RCP4.5 / SSP2 - 2.5°C)
A world which warms by 2.5°C, where decarbonisation is delayed and disorderly,
and social fragmentation and inequality is widened between the globally connected
elite and lower income communities - this scenario focuses on increasing
inequalities and stratification both across and within countries, led by highly
unequal investments in human capital, and increasing disparities in economic
opportunity and political power; and
• Scenario 3: Fossil-fuelled global growth RCP8.5 / SSP5 - 4°C)
A world which warms by 4°C with a continued global dependency on fossil fuels,
worst case warming, and significant implications of deteriorating climate - this
scenario focuses on systematic failure to address climate change. It assumes
limited policy or regulatory support for decarbonisation and focuses on several
physical risks.
2.6. Scenario Analysis Result and Mitigation
2.6.1. In the tables below we have set out the risks and opportunities we analysed in
greater detail and ranked as high priority as part of our refreshed climate scenario
analysis. Priority was determined by reference to business importance and
stakeholder feedback. Whilst physical climate change risks are typically some of the
most severe climate-related risks faced by owners and operators of assets and
infrastructure in the utility sectors, because of our reseller model we are not
directly impacted by physical risks to the same extent as other operators in the
same sectors. Therefore, whilst physical risks were considered, they are not ranked
as high priority. As noted above, our risks and opportunities have been identified
specifically in relation to our business model as a reseller, rather than across the
energy, telecommunications and financial services sectors.
2.6.2. Risks
Table 2
Adverse impact of
climate-related policy
and regulatory change
Failure to respond to
shifting consumer
sentiment for
products and services
Failure to demonstrate
credible transitional action
on climate change
Description
If climate-related policies
and regulations become
increasingly stringent
(i.e., carbon pricing/tax,
The growing demand for
energy transition
products and services
(including insurance),
As societal and commercial
expectations evolve to expect
businesses to demonstrate
credible action on climate
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regulatory measures in
response to energy price
volatility), there is a risk
of higher operating costs
for us to adequately
prepare for and adapt to
such changes.
stemming from
shifting consumer
sentiment and
regulatory changes, may
result in our offering
becoming less
competitive due to
evolving customer
expectations.
change, we transition to a low
carbon model more slowly
than shareholder and
stakeholder expectations.
Impacts
Higher costs (such as the
implementation of a
carbon tax) would result
in additional costs
incurred based on our
GHG emissions.
As a multi-regulated
provider, there may be
multiple regulatory
changes across our range
of products and services
(for example, further
reform is expected as the
energy crisis recedes and
the focus of Ofgem turns
back to the transition to
net zero).
Decrease in profitability
because of increased
costs.
Decrease in revenue,
driven by falling
consumer demand,
lower demand for
multiservice bundling (if
one or more services
become less attractive
because of energy
transition product
offering), as well as
churn of existing
customers due to their
evolving expectations.
Reduction in access to some
forms of financial capital
(lower investor demand /
divestment).
Decrease in revenue (due to
reduced access to markets).
Increased difficulty to attract
and retain employees (driven
by lower employee demand
and higher attrition).
Risk impact
High
High
High
Risk
likelihood
High
High
Low
Risk type
Transition
Policy / Legal
Transition
Market
Transition
Market
Timeframe
Medium term
Short - Medium term
Medium - Long term
Geography
UK
UK
UK
Scenario
+1.5°C
+1.5°C
+2.5°C
+1.5°C
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Management
response
Continue to perform
horizon-scanning,
compliance and
regulatory monitoring,
and regularly engage
with government and
regulators to keep ahead
of upcoming
developments in the
regulatory landscape, and
to understand the impact
on our strategic
resilience.
Continue to participate in
consultations and
industry forums.
Continue to engage with
our current energy,
telecommunications, and
financial services
suppliers on climate-
related issues and
regulatory changes.
We have set a target to
be net zero by 2050
(Scope 1, 2, 3) - working
to reduce our emissions
will in turn reduce our
exposure to carbon
taxes/pricing.
Inform future strategy
by conducting market
research and continuing
to engage with
customers on a regular
basis (through customer
surveys) in order to
monitor any changes in
consumer sentiment and
expectation.
Engage with our current
energy,
telecommunications and
financial services
suppliers on climate
related issues and
energy transition
products and services.
Embed climate
considerations into
decisions on strategic
wholesale supply
agreements.
Continue to research
and monitor market
developments on green
products and services
and our ability to
respond to any shifts.
Continue to engage key
stakeholders on climate
change to keep abreast of
shifting sentiment and
evolving expectations.
Continue to develop and
implement our transition plan
to be net zero by 2050, and
have targets verified by the
Science Based Targets
Initiative.
2.6.3. Opportunities
Table 3
Build a credible low carbon
service proposition
Diversification of financial assets
Description
We are able to support and
We are able to diversify our financial
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harness the low-carbon transition
through product and service
diversification (including
providing insurance on transition
products), and in doing so
become a credible low-carbon
multiservice provider.
assets and take on new forms of financing
linked to our sustainability performance
(for example, green bonds or
sustainability performance linked loans).
Impacts
Increase in revenue and
profitability (through higher
customer demand, customer
loyalty, and lower churn).
Enhanced reputation.
Increased ability to attract and
retain employees.
Higher investor demand.
Increase in access to, and diversification
of, financial capital.
Risk impact
High
Medium
Risk likelihood
High
Medium
Risk type
Transition
Products & Services
Transition
Markets
Timeframe
Short - Medium term
Short term
Geography
UK
UK
Scenario
+1.5°C
+1.5°C
+2.5°C
Management
Response
Conduct market research and
continue to engage with
customers on a regular basis
(through our customer surveys)
to understand customer demand
and importance of energy
transition utilities to them.
Consider how our services and
products can be further adapted
to cater to an increasingly
conscious consumer.
Consider the viability and impact of new
forms of financing (such as green bonds,
and/or sustainability-linked loans).
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Consider new channels for
delivering energy efficiency
advice, and new sales routes for
energy transition products and
services.
Demonstrate credible progress
on climate change, including a
comprehensive net zero
roadmap.
Engage with our current energy,
telecommunications and financial
services suppliers on climate-
related issues, and energy
transition products and services.
2.7. In FY23, to further understand the potential impacts, we quantified the risk from failure
to respond to shifting consumer sentiment for green products and services, and the
opportunity which arises from a shift in consumer sentiment for green products and
services. Only this risk was quantified because there was no meaningful or appropriate
way to quantify our other risks or opportunities.
2.8. As with the qualitative analysis, this analysis used three scenarios. Data was leveraged
from the Intergovernmental Panel on Climate Change (IPCC) over three time horizons
(2030, 2040 and 2050) specific to this risk, and includes a 2°C or lower scenario per
the recommendations of the TCFD. The scenarios considered were:
1. Steady path to sustainability RCP1.9 / SSP1 - 1.5°C
2. Middle of the road RCP4.5 / SSP2 - 2.5°C
3. Fossil-fuelled global growth RCP8.5 / SSP5 - 4°C
The analysis to quantify the potential impacts of the risk and opportunity considers
how future revenue growth may be impacted. The consumer sentiment shift agnostic
base case used in the analysis assumed that the Group delivers on the Board’s
medium-term ambition to welcome an additional one million customers to UW. The
analysis considers the respective potential risk, and additional opportunity to achieve
this growth from shifting consumer sentiment for green products and services.
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2.9. Table 4
2.10. Key risk and opportunity:
2.10.1. The quantitative analysis indicates that under both a ‘Steady Path to
Sustainability’ and a ‘Middle of the Road’ scenario there is a risk in the short to
medium term that, if we do not respond to a potential shift in consumer sentiment,
fewer customers will sign up to our services due to their preference for low carbon
products. Under both scenarios there are also opportunities to cater for consumers
looking for green products and services. The risk and opportunity reduce in the long
term as the energy grid decarbonises.
2.11. Our resilience:
2.11.1. As a result of our flexible reseller model, the Group’s strategy is inherently
resilient to this risk, as we can respond to shifts in customer sentiment quickly to
keep pace with the market. For example, in response to rising cost pressures and
consumer sentiment shifting towards lower-cost fixed energy products, we ceased
to offer a REGO-backed variable energy tariff from 1 January 2024. As part of our
green strategy refresh, our focus is on developing products that our consumers
want, and that will help them save money through the energy transition.
2.11.2. In addition, to help consumers reduce their own emissions, we are
committed to increasing the uptake of smart meters in our customer base. We also
offer energy efficiency advice on our website and via a dedicated energy efficiency
telephone line (which provides independent advice to consumers and businesses).
As part of our transition plans (outlined below), we are looking to further refresh
our green product offering to ensure continued strategic resilience to this risk, and
further consider any opportunity.
2.12. Net zero transition plans:
2.12.1. In FY23 we developed our initial net zero transition plan, which is
summarised here (with further detail in our ESG Report). Scope 1 and 2 GHG
emissions comprise, in aggregate, well under 1% of our overall footprint. The
majority of our Scope 3 emissions are associated with the energy we acquire
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through our wholesale agreement with E.ON and resell to our customers, with our
energy services comprising 96.77% of our total footprint.
We have committed to achieving net zero by 2050, across scopes 1, 2 and 3 from a
FY22 emissions baseline. We will set an interim target to reduce emissions by 63%
across Scopes 1, 2, and 3 by 2035, and will have our targets validated by SBTi.
Our scope 1 emissions now comprise 80.03 tonnes CO
2
e
from fuels associated with
heating our buildings and a small vehicle fleet of 11 vehicles, of which 7 are already
hybrid or electric vehicles. We have identified potential interventions to decarbonise the
remainder of these emissions and will further develop these plans. On Scope 2, we
procure renewable electricity for UW operated buildings and commit to do so going
forward. To decarbonise our value chain emissions we will work closely with our key
suppliers, including E.ON(our wholesale energy supplier), to minimise our Scope 3
emissions wherever possible.
2.12.2. However, our key focus is to continue to support our customers through
the energy transition by developing and offering appropriate products and energy
efficiency advice. As part of this, we will continue to support our customers to be
more energy efficient through smart meter installation. We also commit to develop
a net zero transition plan that is Transition Plan Taskforce-aligned by the end of
FY25.
3. Risk Management
3.1. The identification, assessment and management of climate-related risks are integrated
into our wider risk management framework, which is detailed on pages 25 to 32 of this
Report. Within this framework we consider the significance of climate risks in relation to
other business risks.
3.2. To determine materiality of climate change risk we considered stakeholder views,
qualitative considerations at executive/senior level, and potential impacts on the
business. These considerations also inform how we make decisions to mitigate, transfer,
accept or control climate risks.
3.3. The Audit & Risk Committee has overall responsibility for management and oversight of
our risk management framework. The size and scope of the climate change risk was
evaluated in FY22 and was re-designated as a controlled principal risk following
qualitative climate scenario analysis which highlighted that climate change risk could
manifest in several different ways across multiple time horizons. The Legal &
Compliance Director, as the nominated climate risk owner, updates the risk evaluation
and key controls annually. The key controls are then reviewed and approved by the
Audit & Risk Committee and Board each year to ensure that climate risk is effectively
scoped, and there is appropriate oversight and controls in place.
3.4. As set out in the governance section above, to implement climate change risk
mitigations the ESG Working Group actions outputs from the ESG Strategy Committee.
The ESG Working Group tracks market drivers, internal data, and actions on our climate
risks and opportunities. Tracking includes, for example, the costs, availability of, and
market response to REGOs; the number of our customers on our green tariff;
engagement with key suppliers; transition planning; and existing and emerging
regulatory requirements. The Working Group reports back to the ESG Strategy
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Committee on a quarterly basis. This, along with qualitative assessment and
consideration of stakeholder importance, and our ability to respond to climate related
issues, assists the ESG Strategy Committee with prioritisation and management of risks
and opportunities.
4. Metrics and targets
4.1. To help us assess our risks and opportunities, we tracked the following metrics
throughout the year:
4.1.1. Our carbon reporting on Scope 1, 2 and 3 emissions follows the Greenhouse Gas
Protocol and this year our Scope 1 and Scope 2 emissions have been externally
verified (limited assurance) to ISO14064 Part 1 2018 through Achilles Information
Limited’s Carbon Reduce Programme. Our Greenhouse gas emissions statement is
set out on pages 48 to 50.
4.1.2. Total gross Scope 1 and Scope 2 emissions by unit turnover/revenue is tracked
and available on pages 48 to 50.
4.1.3. Total gross GHG emissions per unit turnover/revenue (tCO2e/£M) is available on
pages 48 to 50.
4.1.4. The importance of: (i) reducing greenhouse gas emissions; and (ii) energy
efficiency advice to our stakeholders was analysed as part of our environment,
social and governance double materiality assessment (a full assessment was
undertaken in FY23, with a refresh in FY24). These topics ranked third and fourth,
respectively. This assessment underpins our wider ESG strategy so is reported on in
detail in our ESG Report.
4.1.5. In FY24 we sold 399,000 mWh of REGO-backed electricity, a decrease of 8%
from FY23 (from 1 January 2024 we ceased to sell a REGO-backed tariff (as
explained in paragraph 2.11.1), therefore a decrease was anticipated). We monitor
market trends, industry updates, regulatory updates, and conduct our own research
(including feedback from our Partner network), to ensure we are able to respond to
changing consumer trends and markets.
4.1.6. Smart meter installation rates in our customers’ homes reached 70% at the end
of FY24. This was an increase on our FY23 rate of 65%. In line with regulatory
changes, this target has been replaced with specific smart meter installation
targets, and are for a calendar year (rather than a financial year). In the calendar
year 2023, we installed 92,753 smart meters, which fell slightly short of the
100,061 target. Although we did not meet our Ofgem target, our penetration rate
of 70% exceeds the industry average of 60%.
4.1.7. The number of customers visiting our energy efficiency webpage reduced to
17,939 visits in FY24, down from 65,000 in the previous year. This significant
reduction is likely due to the receding of the energy crisis resulting in fewer
consumers seeking advice. In addition, our dedicated phone line (provided by
Scarf), had 133 calls in the calendar year 2023. (Due to the mechanics of the data
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capture, this metric is reported for the previous calendar year, rather than the
financial year).
4.1.8. We now track employee sentiment on ESG topics on an annual basis through our
employee ‘Heartbeat’ surveys. The results of our March 2024 survey, which
included responses from 2080 employees, showed that:
• 66% of our employees are proud of UW’s efforts to have a positive social
and environmental impact on the world;
• 29% have a neutral opinion of UW’s efforts; and
• 5% indicated they were not proud of UW’s efforts to have a positive social
and environmental impact on the world.
4.1.9. We have committed to achieving net zero by 2050, across scopes 1, 2 and 3. We
will use an FY22 emissions baseline and we will set an interim target to reduce
emissions by 63% across Scopes 1, 2, and 3 by 2035. Further information on this
target, including our transition planning, is set out in pages 54 to 66 of this report.
4.1.10. We do not use internal carbon pricing as it is not relevant to our business
due to our low Scope 1 and 2 carbon emissions. However, our simplified Telecom
Plus Incentive Plan (“TPIP”) introduced the continued relative decline of our Scope
1 and 2 emissions as a metric to be used when assessing the FY24 performance
and TPIP award eligibility of our Co-CEOs and CFO.
Strategic Report Approval
The Strategic Report set out on pages 2 to 66, which incorporates the Financial and Operational
Highlights, the Chairman’s Statement, the Co-Chief Executives’ Review, the Financial Review,
Principal Risks and Uncertainties, People and Organisation, Sustainability Report and Task Force
on Climate-Related Financial Disclosures Report, has been duly approved by the Board.
By order of the Board
David Baxter
Company Secretary
18 June 2024
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Board of Directors
The Hon. Charles Wigoder
Non-Executive Chairman
Appointed
13 February 1998
Skills and experience
Charles qualified as a Chartered
Accountant with KPMG in 1984
and was subsequently employed
by Kleinwort Securities as an
investment analyst in the media
and communication sectors.
Between 1985 and 1988, he was
head of corporate finance and
development at Carlton
Communications PLC and then
Quadrant Group PLC. In March
1988 he left Quadrant Group to
set up The Peoples Phone
Company PLC, where he served
as CEO; it was subsequently
purchased by Vodafone in
December 1996. He joined the
Company as CEO in February
1998, becoming Executive
Chairman in 2010 and Non-
Executive Chairman in 2022.
External appointments
None
Beatrice Hollond
Senior Independent Non-
Executive Director
Appointed
26 September 2016
Skills and experience
Beatrice spent 16 years at Credit
Suisse Asset Management in
Global Fixed Income and began
her career as an equity analyst at
Morgan Grenfell Asset
Management.
External appointments
Beatrice is a main board director
and Chair of Remco (US) and
Chair of the International
Advisory Board (UK) of Brown
Advisory, Chair at Millbank
Financial Services Limited, Chair
of F & C Investment Trust PLC,
and adviser to a private family
office where Beatrice is also
Chair of the Investment Advisory
Committee and a member of
Remuneration & Governance
Committees. Beatrice is a main
board director and Chair of
Oldfield & Co and a director of
Smedvig AS.
Andrew Lindsay MBE
Co-Chief Executive Officer
Appointed
25 November 2008
Skills and experience
Andrew joined the Company in
April 2007 and was appointed to
the Board in November 2008.
Before joining Telecom Plus,
Andrew was Managing Director of
Ryness, an electrical retail chain
based in London in which he
previously held a significant
equity stake after performing a
Management Buyout in 2006.
Prior to buying Ryness, he spent
three years as an analyst in the
UK Mergers & Acquisitions team
at Goldman Sachs. Andrew rowed
for Great Britain at the Sydney
Olympic Games in 2000, where
he won a Gold medal. Andrew will
be stepping down from the Board
following the Company’s
forthcoming AGM in August.
External appointments
Andrew is a non-executive
director at Mixergy Limited.
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Stuart Burnett
Co-Chief Executive Officer
Appointed
23 July 2020
Skills and experience
Stuart was promoted to Co-
CEO in 2021, after two years
as COO, and is responsible for
all operational activity across
UW including day-to-day
management of UW’s Energy,
Telecoms and Financial
Services businesses.
He joined the Company in
2016 as Legal & Compliance
Director and then moved on to
become Commercial Director,
managing all commercial
activity, including our key
commercial relationships and
customer proposition, before
becoming COO in 2019. Stuart
began his career as a
corporate lawyer at Slaughter
& May after reading law at
Oxford University. He then
worked in senior roles at RSA
Insurance Group PLC and TSB
Banking Group PLC, prior to
joining the Company.
External appointments
None
Nick Schoenfeld
Chief Financial Officer
Appointed
7 January 2015
Skills and experience
Nick joined the Company in
January 2015 as Chief
Financial Officer. Since 2006,
Nick was Group Finance
Director of Hanover
Acceptances, a substantial
diversified private company
with holdings in the food
manufacturing, real estate,
and agribusiness sectors. He
was previously employed at
Kingfisher plc, where he was
responsible for the group's
financial planning and analysis
functions. Prior to this, he held
senior strategic and
development roles within
Castorama and the Walt
Disney Company, having
started his career as a
management consultant at the
Boston Consulting Group. Nick
also has an MBA from the
Harvard Business School.
External appointments
None
Andrew Blowers OBE
Non-Executive Director
Appointed
22 November 2016
Skills and experience
Andrew’s career spans over 30
years in the UK financial
services industry. He was the
founder and CEO of
Swiftcover.com and Chairman
of IIC NV from 2004 to 2009
and an executive director of
Churchill Insurance before
this. He was also the senior
independent non-executive
director of AA PLC, the UK’s
leading provider of roadside
assistance, and the Chairman
of ATEC Group Limited, a
specialist digital insurance
group.
External appointments
Andrew is the Chairman of
SO-SURE Insurance, a
specialist digital personal lines
insurance provider.
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Carla Stent
Non-Executive Director
Appointed
26 July 2022
Skills and experience
Carla is a former Chief
Operating Officer and Partner
at Virgin group and was
previously Deputy Chief
Financial Officer and Chief
Administrative Officer of the
Global Retail and Commercial
Bank arm of Barclays Bank.
She has been a non-executive
for many years and most
recently chaired the Marex
Group plc board.
External appointments
Carla is currently Chair of the
Audit and Risk Committee for
Evelyn Partners.
Suzi Williams
Non-Executive Director
Appointed
23 July 2020
Skills and experience
As Chief Brand & Marketing
officer at BT, Suzi was part of
the team who transformed
the business, prior to which
she held senior leadership
roles at Capital Radio Group,
Orange, the BBC, KPMG
Consulting and Procter &
Gamble Europe. Suzi was an
independent non-executive
director at the AA PLC until
its successful sale to private
equity in March 2021.
External appointments
Suzi is a senior board advisor
on brand and marketing. She
is an independent non-
executive at Zegona
Communications where she is
Chair of the Remuneration
and Nomination Committee,
and is also an independent
non-executive director at JD
Sports Fashion PLC.
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Corporate Governance Statement
The Board is pleased to report that during the year and as at the date of this Annual Report the
Company has applied the main principles and complied with the provisions of the UK Corporate
Governance Code (“the Code”) issued by the Financial Reporting Council in July 2018, save in
the limited instances explained below. Copies of the Code are available at www.frc.org.uk.
This report, together with the Director’s Report on pages 110 to 115 and the Directors’
Remuneration Report on pages 89 to 109, provides details of how the Company has applied the
principles and complied with the provisions of the Code and where required explains the
rationale for instances where the Company has not been compliant, namely: (i) the extension
of the term of the Chairman beyond nine years; and (ii) the requirement to formally consult
with employees regarding the determination of the directors’ remuneration policy. Further
detail in relation to the Company’s position on formally consulting with employees regarding the
determination of the directors’ remuneration policy is set out in the Directors’ Remuneration
Report.
The Board of Directors
The Board meets regularly to review the progress of the Company and to discuss the measures
required for its future development. Directors are provided in advance with a formal agenda of
matters to be discussed at each meeting, and with the detailed information and papers needed
to monitor the progress of the Company, on a secure electronic portal. Records of meetings and
the decisions of the Board are maintained by the Company Secretary and are approved by the
Board at the following meeting. All directors have access to the advice and services of the
Company Secretary and, if required, are able to take independent advice at the Company’s
expense in the furtherance of their duties. Any question of the removal of the Company
Secretary is a matter for the Board as a whole. Whilst the members of the Board are all
experienced and well qualified, the opportunity to receive further training at the Company’s
expense is available to them. The non-executive directors attended such formal, externally
facilitated courses as they considered relevant to their roles and responsibilities during the
year.
Board Duties
The matters specifically reserved for decision by the Board are fully documented and include
the following principal areas:
• reviewing and agreeing the Company’s strategy and long-term objectives;
• assessing performance in the light of the Company’s strategy and objectives;
• ensuring an effective system of risk management and internal controls is in
place;
• approving changes to the structure, size and composition of the Board and
reviewing its performance on an annual basis;
• reviewing the Company’s overall corporate governance arrangements;
• reviewing and approving the priorities surrounding the Company’s principal
sustainability impacts, including climate change; and
• approval of the Company’s financial statements prior to publication.
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Matters that are specifically delegated to the committees of the Board are documented in the
various Terms of Reference of each committee which are available on the Company’s website
(www.telecomplus.co.uk).
Table of attendance at formal meetings during the year ended 31 March 2024
Name of Director
Board
Remuneration
Committee
Audit & Risk
Committee
Nomination
Committee
Number of meetings
10
3
3
1
Charles Wigoder
10
-
-
1
Beatrice Hollond
10
3
3
1
Andrew Lindsay
10
-
-
-
Stuart Burnett
10
-
-
-
Nick Schoenfeld
10
-
-
-
Andrew Blowers
10
3
3
-
Suzi Williams
10
3
-
1
Carla Stent
10
-
3
-
In accordance with provision 12 of the Code, led by the Senior Independent Non-Executive
Director, the non-executive directors also met without the executives present during the year.
Board Evaluation
The Board undertakes an evaluation process on an annual basis, to consider the accountability,
transparency and effectiveness of the Board and its committees. The directors recognise that
the Code requires an external evaluation of the boards of FTSE 350 companies to be carried out
at least every three years. During the period an external evaluation of the Board was carried
out by Warwick Court Advisory.
2023 Evaluation: Progress to date
Focus area
Actions during 2023-2024
Driving diversity within management
structures below Board level
The Company has undertaken several
initiatives to drive diversity and inclusion at
management level. Further details can be
found on pages 33 to 39.
There should be greater focus on succession
planning at Board and below Board level by
the Nomination Committee
The Nomination Committee has set out
formal succession matrices for the Board and
the People Team have implemented greater
focus on internal succession planning at
below Board level.
There was a need to consider an externally
facilitated Board effectiveness review in 2024
An externally facilitated Board evaluation was
undertaken during the period.
2024 Evaluation
An external evaluation of the Board for the current year was externally conducted by Warwick
Court Advisory Limited (“WCA”) through the completion of formal detailed board, and board
committee evaluation questionnaires by each director. WCA also interviewed each director and
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produced a report which was discussed by the Nomination Committee and reported to the full
Board. The Review was undertaken in accordance with the principles of the Code by WCA on a
fully independent basis. Prior to its appointment as external evaluator, neither WCA nor its
representatives had any prior connection with either the Company or its individual directors.
The evaluation questionnaires and interviews were focussed on assessing effectiveness in the
following key areas:
• the size and balance of the Board;
• the quality of board debates and its decision-making processes;
• the quality of board meeting material;
• the individual contributions made by each director;
• the Chairman’s approach to leadership;
• the Senior Independent Director’s role as a sounding board to the Chairman;
• the non-executive directors’ challenge of the executive directors;
• the Board’s approach to identifying and mitigating key business risks;
• the quality of the Company’s communications with key stakeholders;
• the Board’s consideration of workforce policies and practices;
• the Board’s approach to identifying and managing conflicts of interest to ensure
independent judgement;
• the Board’s consideration of diversity and succession planning; and
• the induction and training of board members.
The overall conclusion reached by WCA was that the Board and its Committees had operated
well during the year, with the Board currently having a good combination of skills and
experience, which had been proactively crafted by reference to specific requirements for
commercial and professional skill sets over time.
WCA noted that the Board had much to celebrate when considering the Company’s successful
and sustained growth over many years and its long-standing status as a FTSE 250 Company.
The evolution of the Board over the last few years, with improved gender diversity and levels of
independent non-executive directorship, had not meant any loss of entrepreneurial spirit or
“founder energy”, resulting in a healthy blend of commerciality and stewardship. WCA reported
that whilst there will always be areas for incremental improvement, the Board was operating
comfortably in line with the principles of the Code with very few areas of recognised divergence
all of which are readily explainable as being in the best interests of the Company.
In relation to strategy, WCA concluded that Directors all demonstrated strong awareness of the
Company’s purpose - “helping households to stop wasting time and money on their essential
bills” and at the same time to help the Company’s “Partners” to achieve their personal goals.
This was regarded as a purpose that has a strongly positive social impact, thereby contributing
to wider society.
In relation to Board processes, WCA reported that the executive directors had been able to
clearly demonstrate reasonable and proper controls, systems, procedures and protocols to
support the Company’s activities and justify its licence to operate from stakeholders. This
feedback was seen as a positive indicator of board effectiveness. Board members generally felt
that there was a healthy respect for process in the underlying senior leadership cadre, which
supported the executive leadership and by extension the Board, resulting in high levels of trust
and confidence generally.
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In relation to governance, WCA concluded that the Board was right to be confident that it had
the appropriate governance structures in place, noting that it regarded governance as
fundamentally needing to be embedded in board business and decision making in such a way
that left space for good quality business conversations.
In overall summary, the Company’s self-assessment of its own performance as Above
Average/Advanced was borne out by WCA’s independent evaluation, with a few areas meriting
further discussion by the Board as part of their consideration of possible actions for their
forward-looking incremental improvement plan.
The process noted the following areas of further potential review and discussion by the Board:
(i) further development of the Nomination Committee Succession Planning Agenda, in line with
new Code (2024), which includes both the Board and senior management below it; (ii) focus on
stakeholder engagement strategy for the Board to support its understanding of key stakeholder
views as an additional strategic insight into the business; (iii) review the optimal types, format
and volumes of information provided to the Board and the regularity of board meetings to
support the Company’s growth and expansion plans; and (iv) further consideration of the
impact of the new Code (2024) with its increased focus on internal control measures, due to
come into effect from 1 January 2026.
Board Balance and Succession
The Board comprised four executive directors and four non-executive directors at the year-end.
Beatrice Hollond acted as the Company’s Senior Independent Non-Executive Director.
Membership of each committee of the Board is set out in the table below:
Name of Director
Remuneration
Committee
Audit & Risk
Committee
Nomination
Committee
Charles Wigoder
-
-
✓
Andrew Lindsay
-
-
-
Stuart Burnett
-
-
-
Nick Schoenfeld
-
-
-
Andrew Blowers
1
Chair
✓
-
Beatrice Hollond
1
✓
✓
✓
Suzi Williams
1
✓
-
Chair
Carla Stent
1
-
Chair
-
1
indicates independent non-executive directors.
The Code sets out circumstances which are likely to impair, or could appear to impair, a non-
executive director’s independence. These circumstances include serving on the board for more
than nine years from the date of appointment. At the date of publication of this report, all our
non-executive directors, excluding the Chairman, have served on the Board for less than nine
years and are considered independent.
The Code also sets out that the Chair should not stay in post beyond nine years from the date
of their first appointment to the Board. Charles Wigoder has been a director of the Company
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since 1998 and moved to Non-Executive Chairman following the Company’s AGM in July 2022.
The Board has considered the extension of Mr Wigoder’s term as Chairman, albeit in a non-
executive capacity, and is satisfied that this is in the best interests of the Company given his
extensive knowledge of the business and the markets within which it operates. This conclusion
was supported by the external Board evaluation exercise conducted by WCA during the year
and detailed above.
As announced on 21 November 2023, Andrew Lindsay will be stepping down as Co-CEO of the
Company at the AGM in August 2024 and Stuart Burnett will take over full operational
responsibility of the business. Following this, more than half of the Board will comprise of
independent non-executive directors.
The Nomination Committee have also continued to monitor the composition, diversity and skills
matrix of the Board with a focus on succession planning for our non-executive directors. One of
the key areas of focus of the Nomination Committee this year was to identify a new
independent non-executive director to join to Board. Following an extensive search conducted
by an independent external firm, the Committee proposed the appointment of Bindi Karia as
the new independent non-executive director. Further details can be found in the Nomination
Committee report on pages 80 to 83.
Board Diversity
The Board sets the tone for inclusion and diversity across the business and continues to commit
to the development of a diverse and inclusive organisation. One of the main objectives of the
Nomination Committee in considering the appointment of new directors to the Board remains to
ensure that successful candidates are of the highest calibre and demonstrate the best possible
combination of skills and experience. The Committee’s terms of reference, which were reviewed
and updated in May 2023, further stipulate that candidates from a wide range of backgrounds
shall be considered and that due regard will be given to the benefits of diversity on the Board.
The Board also has a Diversity and Inclusion policy, which reinforces the Company’s
commitment to promote diversity on the Board and complements the Company’s wider
workforce diversity policy. The Nomination Committee report provides further details on the
objectives of this policy and its linkages to company strategy on page 81.
The Nomination Committee is mindful of the increasing focus on the benefits of Board diversity,
including the guidance and targets issued by the FTSE Women Leaders Review, the Parker
Review and the FCA. The Listing Rules include specific diversity targets to ensure that at least
40% of the Board are women, at least one of the senior board positions (Chair, Chief Executive
Officer (CEO), Chief Financial Officer (CFO) or Senior Independent Director (SID)) is a woman,
and that at least one Director is from a minority ethnic background, requiring companies to
report on a ‘comply or explain’ basis. As at 31 March 2024 and at the date of publication of this
report, the Company met one of these targets with Beatrice Hollond as the SID; the Board has
37.5% female representation; and there were no directors from ethnic minority groups.
However, the Board will meet the Listing Rules targets following the appointment of Ms Bindi
Karia as a new non-executive director following the AGM in August 2024.
Further detail regarding the Company’s position in relation to encouraging diversity within all
layers of the organisation is set out in the ‘People and Organisation’ section of the Strategic
Report on pages 33 to 39.
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The tables below report our data on the gender identity and ethnic diversity of the Board,
senior board positions and executive management. The data on Board diversity was collected
by asking the Directors to respond to the specific questions with the use of questionnaires. The
executive management, along with the rest of our employees, were encouraged to self-identify
their gender and ethnicity data on our HR systems, so that we can improve our monitoring and
reporting on demographic data across the employee lifecycle and measure our progress
towards our diversity goals. The questions asked, and answer options provided, were selected
based on the legal definition of sex under the Equality Act 2010 for gender representation and
on the current ONS data collection recommendations on race and ethnicity.
Gender Representation Data
Number of
Board members
Percentage of
Board members
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number in
executive
management*
Percentage of
executive
management*
Men
5
62.5%
4
9
75%
Women
3
37.5%
1
3
25%
Ethnicity Representation Data
Number
of Board
members
Percentage
of Board
members
Number
of senior
positions
on the
board
(CEO,
CFO, SID
and
Chair)
Number in
executive
management*
Percentage of
executive
management*
White British or other White
(including minority-white
groups)
8
100%
5
11
91.7%
Mixed/Multiple Ethnic Groups
-
-
-
-
-
Asian/Asian British
-
-
-
-
-
Black/African/Caribbean/Black
British
-
-
-
-
-
Other ethnic group, including
Arab
-
-
-
-
-
Not specified/prefer not to say
-
-
-
1
8.3%
*We regard our Executive Leadership Team as executive management for the purposes of LR 9.8.6.
Division of Responsibilities
As at the date of this report, the Board is made up of the Non-Executive Chairman, a Senior
Independent Director plus three independent Non-Executive Directors and three Executive
Directors with the following responsibilities:
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Non-Executive Chairman
• Responsible for leading the Board and for its overall effectiveness in directing the
Company.
• Facilitates constructive board relations and the effective contribution of all non-executive
directors, and ensures that directors receive accurate, timely and clear information.
• Ensures that the Board plays a full and constructive part in the development and
determination of the Company’s strategy.
• Promotes effective decision-making and constructive and sufficient debate around key
issues.
• Ensures that the Board seeks regular engagement with major shareholders in order to
understand their views on governance and performance against the strategy.
• Leads the annual evaluation process of board effectiveness.
Senior Independent Director
• Provides a sounding board to the Chairman.
• Serves as an intermediary for the other directors where necessary.
• Remains available to shareholders should they have any concerns they have been
unable to resolve through normal channels.
• Responsibility for communication with key shareholders in relation to corporate
governance matters.
Co-Chief Executive Officers
• Responsible for leading the Company’s business and executing its strategy and
commercial objectives together with implementing the decisions of the Board and its
committees.
• Ensure that the Company’s decisions are sustainable in the long-term, through
appropriate management, implementation and progress of sustainability interventions
which support the Company’s strategy and address material impacts including climate
change.
• Ensure that the Company’s business is conducted in accordance with the highest
standards of integrity, in keeping with our culture.
• Lead the engagement with the Company’s key stakeholders.
Chief Financial Officer
• Provides financial leadership to the Company and aligns with the Company’s business
and financial strategy.
• Responsible for financial planning, treasury and tax functions.
• Responsible for internal and external financial reporting and stewardship of Company's
assets.
• Supports the Co-CEOs in maintaining relationships with key stakeholders.
Independent Non-Executive Directors
• Responsible for scrutinising, measuring and reviewing the performance of management.
• Provide constructive challenge and feedback to the executive directors and support in
the development of the Company’s strategy.
• Bring an external perspective, knowledge and experience to the Board.
Company Secretary
• Acts as secretary to the Board and its committees.
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• Develop Board and committee agendas and collate and distribute papers.
• Supports the Chairman in considering the effectiveness of the Board.
• Ensures compliance with Board procedures and that the Board receives high quality
information in a timely manner.
• Provides advice, services and support to all directors when required.
Re-election
The Company’s Articles stipulate that one third of all directors are required to retire by rotation
at each Annual General Meeting and all newly appointed directors are required to offer
themselves for election by the shareholders at the next Annual General Meeting.
However, the Code requires that all directors of FTSE 350 companies be subject to annual re-
election by shareholders. Therefore, all the directors will be submitted for re-election at the
forthcoming Annual General Meeting in August other than Andrew Lindsay, who will be stepping
down from the Board. The Board has determined that all directors submitted for re-election
continue to make a valuable contribution to the commercial success of the Company, with each
bringing a complementary range of skills to the team.
Remuneration Committee
The Board has a Remuneration Committee whose responsibility is to ensure that the
remuneration of executive directors is sufficient to attract, retain and motivate people of the
highest calibre. The Remuneration Committee currently comprises three independent non-
executive directors, namely Andrew Blowers (Chair of the Committee), Beatrice Hollond and
Suzi Williams. Following election at the AGM in August 2024, Ms Bindi Karia will also become a
member of the Remuneration Committee. The Directors’ Remuneration Report provides the
details of the emoluments of each director, and this may be found on pages 89 to 109.
The Remuneration Committee has written terms of reference, which have been reviewed and
updated to reflect best practice and describe the authority and duties which have been
delegated to it by the Board. The terms of reference are available on the Company’s website
(www.telecomplus.co.uk).
Audit & Risk Committee
The Audit & Risk Committee comprises three independent non-executive directors, Carla Stent
(Chair of the Committee), Andrew Blowers and Beatrice Hollond in compliance with the Code
(provision 24). The activities of the Audit & Risk Committee are set out on pages 84 to 88.
The Audit & Risk Committee has written terms of reference, which have been reviewed and
updated to reflect best practice and describe the authority and duties which have been
delegated to it by the Board. The terms of reference are available on the Company’s website
(www.telecomplus.co.uk).
Nomination Committee
The Nomination Committee comprises Suzi Williams (Chair of Committee), Beatrice Hollond and
Charles Wigoder and therefore has a majority of independent non-executive directors in
compliance with the Code (provision 17). The main purpose of the Nomination Committee is to
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make recommendations to the Board on the appointment of new directors. The activities of the
Nomination Committee are set out on pages 80 to 83.
The Nomination Committee has written terms of reference, which have been reviewed and
updated to reflect best practice and describe the authority and duties which have been
delegated to it by the Board. The terms of reference are available on the Company’s website
(www.telecomplus.co.uk).
Relations with Shareholders
It is the policy of the Company to maintain a dialogue with institutional shareholders and to
keep them informed about the objectives of the business. The Board considers that it is
appropriate for the executive directors to discuss any relevant matters regarding company
performance with major shareholders and this is undertaken primarily by the Co-Chief
Executives and Chief Financial Officer. The Co-Chief Executives provide feedback from major
shareholders to the other directors, ensuring that Board members, and in particular non-
executive directors, develop a balanced understanding of the views of major investors. The
executive directors met with a number of the Company’s main shareholders during the year.
The Co-Chief Executives and Chief Financial Officer also have periodic discussions with the
Company’s brokers and any issues are fed back to the Board as appropriate. When reports are
received from the Company’s brokers following investor presentations, these are submitted to
the Board for review. Additionally, key representatives of the Company’s brokers are
periodically invited to present at a full Board meeting.
Responsibility for communication with key shareholders in relation to corporate governance and
Board remuneration matters lies primarily with the Senior Independent Non-Executive Director
and the Chair of the Remuneration Committee who are assisted in this regard by the Company
Secretary.
Annual General Meeting
Notice of the Annual General Meeting and related papers are sent to all shareholders at least 20
working days before the meeting. Separate resolutions are proposed for each matter including
the adoption of the Report and Accounts, the approval of the Company’s Remuneration Policy,
the Directors’ Remuneration Report and the appointment of the Group’s external auditor. Proxy
votes are counted and the meeting is advised of the number of proxies lodged for and against
each resolution. The chairs of the Audit& Risk, Remuneration and Nomination committees and
the remaining non-executive directors are normally available to answer questions. Shareholders
who attend are invited to ask questions and take part in the meeting.
Internal Control and Risk Management
The Board acknowledges its responsibility for the Group’s systems of internal control and risk
management. However, it recognises that any system can only provide reasonable, and not
absolute, assurance against material misstatement or loss. The principal risks faced by the
Company and the measures taken to address these risks are set out in the Strategic Report on
pages 25 to 32.
In conjunction with the Company’s senior management team, the executive directors regularly
identify, review and evaluate the key risks faced by the Group and the effectiveness of the
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internal controls in place to mitigate these risks. The results of these reviews are recorded in a
formal document which sets out a detailed evaluation of each risk and the associated internal
control in place to mitigate that risk. The document is reported to the Audit & Risk Committee
for review at least once per year. Following review by the Audit & Risk Committee the
document is reported to the full Board. The Board of directors has continued to review the
internal controls of the Company (including financial, operational and compliance controls and
risk management) and the principal risks which the Company faces during the year. No
material weaknesses in internal controls were identified during the year by the directors.
Share Capital and Voting Rights
Details of the Company’s share capital and substantial shareholdings can be found in the
Directors’ Report under the capital structure and substantial shareholders sections on pages
112 to 113.
By Order of the Board
David Baxter
Company Secretary
18 June 2024
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Nomination Committee Report
Introduction
The members of the Nomination Committee (“the Committee”) are Suzi Williams (Chair),
Beatrice Hollond and Charles Wigoder; this means that the Committee has a majority of
independent non-executive directors in compliance with the UK Corporate Governance Code
(“the Code”) (provision 17).
The key responsibilities of the Nomination Committee include:
• making recommendations to the Board on the appointment of new non-executive and
executive directors, including making recommendations as to the composition of the
Board generally and the balance between executive and non-executive directors;
• giving consideration to succession planning for directors and other senior executives;
• reviewing on an annual basis the time required from non-executive directors and
assessing whether the non-executive directors are spending enough time to fulfil their
duties;
• reviewing and monitoring the implementation of the Board’s policy on diversity and
inclusion;
• reviewing the re-election by shareholders of directors under the annual re-election
provisions of the Code; and
• evaluating any matters relating to the continuation in office of any director including
the suspension or termination of service of an executive director.
The Committee’s general position in relation to diversity and the Code requirement to set out
any measurable objectives that exist in this regard is included in the Corporate Governance
Statement on pages 74 to 75 of this document.
The Committee’s activities for the year ended 31 March 2024
The Committee met formally during the year and Committee matters were also discussed as
part of certain full Board meetings. The Committee’s principal activities during the year related
to the identification and evaluation of a new independent non-executive director, and co-
ordinating the Company’s externally facilitated Board evaluation exercise.
Appointment of new independent non-executive director
As previously set out in the prior year Annual Report, the Committee has been mindful of the
focus on Board diversity and the formal Government-led targets for FTSE 350 companies.
During the period the Committee commenced the process of identifying a new independent
non-executive for appointment to the Board. An external search consultancy, Korn Ferry, was
instructed to draw up a diverse shortlist of suitable candidates for consideration by the
Committee. From this shortlist, a small number of candidates were invited to meet the
members of the Committee, acting on behalf of the Board, to evaluate their suitability for this
role.
From the potential candidates interviewed, Bindi Karia was identified as an extremely strong
candidate by the Committee and displayed a keen interest in joining the Board. Ms Karia has
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deep experience in technology and innovation having held senior board, investment and
advisory roles across the technology sector in Europe.
Ms Karia is currently a non-executive director at Zigup PLC (formerly Redde Northgate PLC),
and a Venture Partner at Molten Ventures Plc, a European Technology Venture Capital Fund
Bindi has previously held a variety of senior technology roles, including as a Digital Advisory
Board member at The Very Group and Centrica, as well as senior roles at Silicon Valley Bank,
Microsoft Ventures and PwC. Bindi also serves on the University of East London Board of
Governors, where she is also Chair of the Ethics Advisory Committee.
The members of the Committee formally interviewed Ms Karia, benchmarking her experience
and capabilities against the key attributes previously discussed by the Board. The Committee’s
conclusions were reported to the Board and her appointment was put forward for approval. Ms
Karia’s extensive technology experience was particularly attractive. Ms Karia will formally join
the Board immediately after the forthcoming AGM in August and will become a member of the
Remuneration Committee, and in due course the Company’s workforce engagement non-
executive director. Ms Karia’s appointment will bring the Board to 50% of director roles held by
women.
Korn Ferry does not have any other connection with the Company.
Diversity and inclusion
The Company recognises that the Board sets the tone for inclusion and diversity across the
business. The boardroom is a place for robust and open debate where challenge, support,
diversity of thought and teamwork are essential for optimal decision-making and the long-term
success of the Company. Current Board performance is strong in this regard.
To further codify this the Board has a Board Diversity and Inclusion policy, which sets out its
approach to diversity and inclusion of the Board and its committees in compliance with DTR
7.2.8AR(1). The objective of this policy is to formalise the Company’s commitment to ensure
there is an appropriate balance of skills, experience, diversity and independence on the Board
and any new appointments are subject to a formal, rigorous and transparent procedure, and
based on merit, objective criteria and promote diversity in all aspects.
The Nomination Committee is mainly responsible for reviewing and monitoring the
implementation of this policy and for leading succession planning to support its objectives. The
current formation of the Board and its targets to achieve diversity is detailed in the Corporate
Governance statement on pages 73 to 77.
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Skills and experience
The Nomination committee uses a skills matrix when assessing its succession plans. The matrix
identifies where the skills and experience of our Board members are particularly strong and
where there are opportunities to further develop the Board’s collective knowledge.
Background and experience
Number of Non-Executive Directors (/5)
Finance and risk expertise
4
Operational expertise
3
Sector/industry/markets expertise
3
Media and marketing expertise
2
Environment Social Governance (ESG)
experience
1
Remuneration matters
3
External boardroom experience
5
Induction, training and development
The ongoing training and development requirements of the Board members are regularly
reviewed with further training made available to address any development needs to update
their skills, knowledge and familiarity with the Company.
Board evaluation
In accordance with the Code, the Company conducts an annual evaluation of Board and Board
Committee performance and effectiveness, which every Director engages in. The 2024
evaluation was carried out by an external company, Warwick Court Advisory (“WCA”). The
Committee identified a list of potential providers and interviewed a shortlist. WCA was selected
principally based on its experience of evaluating similarly-sized publicly listed companies, and
the appropriateness of the proposed approach. Prior to its appointment, neither WCA nor its
representatives had any prior connection with either the Company or its individual directors.
The evaluation by WCA concluded that the Board and its Committees had operated well during
the year. Further details on the process and outcome can be found in the Corporate
Governance Statement on pages 71 to 73.
Succession planning
The Committee, building on insights from the external Board evaluation, continued to develop
its detailed Board design and succession plan during the period. A key aim of the Committee is
to ensure seamless transition for senior executive positions as demonstrated by the stepping
down of Andrew Lindsay and take-over by Stuart Burnett of full operational responsibility of the
business from the AGM, following a period acting as Co-CEOs.
Time commitment
The expected time commitment of all directors is agreed and set out in writing in their letters of
appointment. All directors are engaged in providing their external commitments to establish
that they have sufficient time to meet their board responsibilities. Any proposed external board
appointments are approved by the Board and consideration is given to potential conflicts and
how these can be managed, and this is reviewed on a regular basis. Further details on the
Board's external appointments can be found on pages 67 to 69.
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The Nomination Committee and the Board are comfortable that all Board members have
sufficient capacity to serve on the Company's board.
I look forward to updating you again at the next opportunity.
Suzi Williams
Chair of the Nomination Committee
On behalf of the Board
18 June 2024
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Audit and Risk Committee Report
In accordance with the UK Corporate Governance Code (“the Code”) (provision 24) the
Committee comprises three independent non-executive directors Carla Stent (Chair), Beatrice
Hollond and Andrew Blowers. Carla Stent is also identified as having recent and relevant
financial experience.
The Audit & Risk Committee
The purpose of the Committee is to assist and provide advice to the Board in the fulfilment of
its oversight responsibilities, to ensure the integrity of the financial reporting and audit process,
to oversee the maintenance of sound internal control and corporate risk management systems,
to review the Company’s attitude to risk, and to monitor compliance with legal obligations and
regulatory requirements.
Attendance at Committee meetings during the current year by Committee members is set out
in the Corporate Governance Report on page 71 of this document. In accordance with best
practice, the Committee has the opportunity to meet with the external auditor of the Company
without the presence of any executive directors and has done so during the current year. The
Chair of the Committee has also had direct contact with the Audit Partner during the year.
The key responsibilities of the Committee include:
• reviewing the appointment, re-appointment and removal of the external auditor and
the direction of the external auditor to investigate any matters of particular concern;
• assessing the effectiveness of the Company’s external auditor, including considering
the scope and results of the annual audit;
• reviewing the independence and objectivity of the external auditor and assessing
any potential impact on objectivity resulting from the provision of non-audit services
by the external auditor;
• monitoring the integrity of the financial statements of the Company and any formal
announcements relating to the Company’s performance;
• reviewing the impact of the application of new accounting standards and other
disclosure requirements;
• reviewing the adequacy and effectiveness of the Company’s internal financial
controls and other internal control and risk management processes;
• reviewing the Company’s compliance, whistleblowing and fraud processes; and
• advising the Board on the appropriate level of risk appetite for the Company and the
principal and emerging risks that the Company is willing to take across all major
activities.
The senior management team and executive directors periodically review the effectiveness of
key internal control and risk management processes within the Company and report any
changes in such activities to the Committee and the external auditor for consideration. The
review covers material controls, including financial, operational and compliance controls.
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The Committee’s activities for the year ended 31 March 2024
During the year under review, the scope of the Committee increased to, more formally, include
oversight of both audit and risk related activities. Many of the risk related activities had
previously been monitored at Board level. The formalisation of the routes for reporting are still
being transitioned and will continue to be a focus in the next financial year.
The Committee’s main activities during the current year included a review of the financial
statements including a detailed evaluation of the significant accounting issues therein.
The actions taken by the Committee in regard to these issues are described in the table below.
Issue
Action taken by the Board and Committee
Verification of the operational
accuracy of billing system
Review of internal analysis
Monitoring of regulator communications (Ofgem,
BABT) and monthly monitoring of detailed call
centre statistics which would indicate significant
billing issues.
Revenue recognition in relation to
energy services
Monitoring of key assumptions underlying the
recognition of energy revenues based on internal
analysis.
Estimation related to Expected Credit
Losses
Review of key assumptions underlying the
estimations related to Expected Credit Losses.
Also, the Committee has considered, amongst other matters, compliance with the provisions of
the Code and accounting developments, the effectiveness of the Company’s internal financial
control environment and its risk management and control processes. As part of this process
the Committee has also considered the need for any special projects or internal investigations
and concluded that no such additional projects or investigations have been required.
During the period the Committee continued with its programme of more detailed reviews into
various areas of the business. These included: the implementation of Consumer Duty
regulations; financial services compliance monitoring; energy/telecoms regulation and
compliance monitoring; cyber security reviews; data protection and privacy reviews; IT
controls; fraud monitoring; and a review of the company’s executive and non-executive
governance model and accountabilities.
In accordance with the Code (provision 25), the Committee has also considered the need for an
internal audit function at the Group. In the light of the simplicity of the Group structure, its
single country focus, its relatively straightforward financial model, the internal controls and
internal and external assurance in place and the fact that management and the Board conduct
regular financial and compliance reviews, the Committee has recommended to the Board that
an internal audit function is not currently appropriate for the business. This decision will be
kept under regular review and, where appropriate, external assurance will continue to be
sought on specific areas of concern.
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During the year the Committee reviewed and approved the Company’s half-year and annual
financial statements. The Committee has advised the Board that the annual report and
accounts taken as a whole provide a fair, balanced and understandable picture of the
Company’s position and performance, business model and strategy.
The Committee’s other main activity was conducting an external auditor tender process as
described below.
External auditor tender
KPMG LLP (“KPMG”) was first appointed as the Group’s auditor with effect from February 2015,
following a competitive tender process. In accordance with the requirement to put the audit
out to tender at least every 10 years, the Committee conducted such a process again during
the period.
The tender process was conducted during the autumn of 2023 and concluded in November. A
list of potential audit firms, including a number outside the ‘Big 4’, was drawn up principally
based on their credentials in the markets within which the Company operates, and their
experience of auditing large publicly listed companies. The most appropriate firms were then
shortlisted and approached to gauge their interest in tendering for the Company’s audit.
A small number of the firms approached, including the existing auditor KPMG, expressed an
interest in formally pitching for the audit of the Company.
The firms were asked to submit a structured written proposal to the Committee covering the
following main areas:
• detailed proposed audit plan and timeline;
• critique of the Company’s prior year Annual Report;
• analysis of any key specific audit risks identified;
• a detailed auditor transition plan;
• proposed approach to communication with the Finance Team and Committee;
• credentials in the markets within which the Company operates;
• client references in relation to the proposed lead audit partner; and
• proposed audit fees.
The firms were also invited to spend time with the executive directors and members of the
Finance Team of the Company in order to further their understanding of the business, and they
also had access to the Chair of the Committee. This enabled the firms to tailor fully their
proposals to the Committee.
The Committee reviewed the written proposals received and the firms presented formally to the
Committee demonstrating a good understanding of the Company’s markets and the audit
approach required for large publicly listed companies. The high quality of the pitches presented
the Committee with a difficult decision. However, after a thorough analysis of the firms based
on a comprehensive balanced scorecard matrix, the Committee decided to recommend to the
Board the reappointment of KPMG as auditor of the Company.
The Committee determined that the key differentiating factors in favour of KPMG included the
experience and approach of the new proposed audit partner, and the efficiency and
effectiveness of the proposed audit approach.
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External auditor effectiveness
The Company’s external auditor, KPMG, presented a detailed audit report to the Committee
following a review of the annual financial statements. Having regard to its review of the work
performed by the external auditor during the year and its approach to key audit issues, the
Committee was satisfied with the effectiveness of KPMG as external auditor.
In reaching this conclusion, the Committee assessed:
• the efficiency with which the audit team was able to understand the Company and
its systems and processes;
• the experience and expertise of the audit team;
• the scope and eventual fulfilment of the detailed audit plan;
• the robustness and perceptiveness of the audit team in their handling of key
accounting and audit judgements; and
• the nature and quality of the content of the external auditor’s report.
In the meantime, the Committee has recommended to the Board, for approval by shareholders
at the AGM, the reappointment of KPMG as the Company’s external auditor for the coming year.
External auditor independence
In order to guard against the objectivity and independence of the external auditor being
compromised, the provision of any significant additional services remains subject to the prior
approval of the Committee.
The Committee would prohibit the provision of the following key types of non-audit related work
by the Company’s external auditor:
• tax services;
• services that involve playing any part in the management or decision-making of the
Company;
• designing and implementing internal control or risk management procedures related
to the preparation and/or control of financial information or designing and
implementing financial information technology systems;
• valuation services, including valuations performed in connection with actuarial
services or litigation support services; and
• services linked to the financing, capital structure and allocation, and investment
strategy of the Company, except providing assurance services in relation to the
financial statements, such as the issuing of comfort letters in connection with
prospectuses issued by the Company.
The Committee will also prohibit any other work where mutual interests exist that could impair
the independence and objectivity of the external auditor.
Reporting of staff concerns
During the year the Company operated an independently-facilitated whistleblowing system for
staff of the Company to raise, in confidence, concerns they may have over possible
improprieties, financial or otherwise. All employees have been notified of this arrangement on
the Company’s intranet website (Code provision 6). No significant matters were raised by
employees during the current year.
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I look forward to updating you again at the next opportunity and will be available at the AGM to
respond to any questions shareholders may have on this report or in relation to any of the
Committee’s activities.
Carla Stent
Chair of the Audit and Risk Committee
On behalf of the Board
18 June 2024
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Directors’ Remuneration Report
Annual Statement
As chair of the Remuneration Committee (“Committee”) and on behalf of the Board, I am
pleased to present our report on directors’ remuneration for the year ended 31 March 2024.
The report comprises three sections:
• This statement, which provides an overview of the key decisions made on Directors’
remuneration during the year.
• The Annual Report on Remuneration, which describes how our current Policy was applied
for the year ended 31 March 2024.
• Our Directors’ Remuneration Policy (“Policy”) approved by shareholders at the 2023
Annual General Meeting (“AGM”).
Performance outcomes for the year ended 31 March 2024
The Company delivered an excellent performance in the year to 31 March 2024, achieving
continued strong organic growth in customer numbers and record year-end profits and
dividends.
The company’s performance is reflected in variable remuneration outcomes, with the annual
Telecom Plus Incentive Plan (“TPIP”) award outturn for Executive Directors at 83.9% of
maximum. The Group delivered adjusted PBT of £116.9m (2023: £96.2m) which resulted in an
outcome of 81.9% of maximum for the adjusted PBT element (which carries a 70% weighting
of the overall award). Performance against strategic objectives (which focussed on employee
satisfaction, customer services performance and customer growth) resulted in an outcome of
89.7% of maximum for the strategic element (which carries a 30% weighting of the overall
award).
The Committee carefully considered the TPIP outcome and concluded that it fairly reflected the
performance of the Company and did not this year elect to exercise any discretion.
In accordance with the rules of the TPIP approved by shareholders in 2023, 30% of the award
will be paid in cash and 70% will be deferred into nil-cost options vesting in two years. The
shares issued from exercising the nil-cost options will be subject to a further two-year holding
period. Full details of the TPIP outcome for the year ended 31 March 2024 are set out on pages
102 to 104.
No long-term incentive growth shares awards were capable of vesting during the year ended 31
March 2024.
Revised Policy approval
The Committee was pleased that the new Directors’ Remuneration Policy was approved by over
85% of the Company’s shareholders at the 2023 AGM and would like to thank shareholders for
their engagement during this process.
The Policy is set out in detail on pages 92 to 100.
Implementation of the Policy for the year ending 31 March 2025
Base salaries and fees
All Executive Directors received salary increases of 3.0% effective from 1 April 2024 (including
Andrew Lindsay applicable until the AGM in August when he will be stepping down from the
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Board). The Committee was satisfied that this was an appropriate increase given the alignment
with the wider workforce salary increases.
Pensions
In line with our 2023 approved Policy and more typical market practice, the Committee has
agreed to transition the level of pension provision (or cash allowance equivalent) for executive
directors from a fixed monetary amount to a percentage of salary. As a result, the percentage
level of pension provision (or cash allowance equivalent) for executive directors for FY25 will be
4.5% of base salary which is equal to the percentage contribution rate available to the
majority of employees and below the rate of 10% which employees with 8 or more years’
service are entitled to receive.
TPIP awards
TPIP awards with a maximum opportunity of 350% of salary will be granted to Stuart Burnett
(CEO) and of 235% of salary for Nick Schoenfeld (CFO) in respect of the year ended 31 March
2025 subject to the following performance measures:
• Adjusted Profit before Tax (70% weighting)
• Operational efficiency
o Optimisation of administrative expenses (7.5% weighting)
• Growth and product development
o Relaunch of business energy proposition (5.0% weighting)
o Growing the target Multi Service Home Owner customer base (7.5%
weighting)
• Exceed the smart meter rollout target (10.0% weighting)
The Committee has carefully considered the most appropriate performance measures for the
awards. The majority of the award will be assessed against the Group’s primary financial KPI
(profit) in line with best practice. The non-financial measures incentivise efficiency and cost
control whilst delivering high quality growth.
The targets for the awards are considered to be commercially sensitive and will be disclosed in
next year’s Directors’ Remuneration Report.
Following the end of the one-year performance period, any shares earned will be subject to a
two-year deferral period in advance of vesting. An underpin will apply over the performance
and deferral periods, which will be assessed with reference to the following financial and non-
financial metrics:
● Balance sheet health – net debt:EBITDA ratio below 3x and no notifiable breach of bank
covenants.
● Growth in core services - the number of core services supplied to UW Residential
customers must have increased between the date of award and the date of vesting.
● Emissions reductions – Scope 1 and 2 emissions must be lower, at the end of the
vesting period, than the projected Scope 1 and 2 emissions 1.5 degree reduction
pathway level for the end of the vesting period, as set out in the Company’s ESG Report
published in the award year.
● Reputation - there must have been no material damage to the reputation of the
Company during the vesting period.
A holding period will apply for two years from the date of vesting.
No TPIP award will be granted to Andrew Lindsay in the financial year ending 31 March 2025.
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Conclusion
We believe that the Policy operated as intended during the year and we consider that the
remuneration received by the Executive Directors was appropriate taking into account Company
and personal performance, and the experience of shareholders and employees.
I hope that this Remuneration Report will receive your support at the upcoming AGM, where I
will be available to respond to any questions shareholders may have on this report or in relation
to any of the Committee’s activities.
Andrew Blowers OBE
Chairman of the Remuneration Committee
18 June 2024
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Remuneration Policy
Introduction
The Directors’ Remuneration Policy was approved by shareholders at the AGM on 4 August
2023 (85.07% of votes cast being in favour) and became effective from that date. There are no
proposals to amend the Directors’ Remuneration Policy at the 2024 AGM. A summary of the
policy is set out below for reference to assist with the understanding of the contents of this
report. The full policy is detailed in our FY23 Annual Report, which can be found in the
“Investors” section under “Latest results and annual report” on the Company’s corporate
website (www.telecomplus.co.uk).
The Company’s overall remuneration policy is to ensure that the executive directors and other
senior managers are fairly and responsibly rewarded for their individual contribution to the
overall long-term performance of the Company, in a manner that ensures that the Company is
able to attract, motivate, and retain executives of the quality necessary to ensure the
successful long-term performance of the Company. The Policy continues to be based on the
principle that the remuneration of the directors and senior management should be aligned with
the experience of external shareholders.
The Policy also takes into account the principles set out in Provision 40 of the UK Corporate
Governance Code:
Provision 40
requirement
How this has been addressed
Simplicity
The Company operates an approach to remuneration that is simple to understand and
familiar to stakeholders:
• fixed element: base salary, benefits and pension.
• variable element: annual TPIP award which pays out 30% in cash and 70% in
shares deferral for two years and subject to additional two year post-vesting
holding period.
Clarity
The operation of our Policy, and its alignment to our strategy are clearly disclosed as well
as the performance requirements that dictate outcomes. This provides clarity to
stakeholders on the relationship between the successful implementation of the strategy and
how our leadership is rewarded.
Risk
The Policy includes features to ensure Executive Director remuneration supports the long-
term sustainability of the business and is risk-aligned with shareholders. These features
include:
• malus and clawback provisions;
• a two-year post-vesting holding period for vested TPIP awards;
• two-year deferral in shares of 70% of any TPIP payout;
• an underpin that operates in respect of TPIP awards from the start of the
performance period, to the end of the deferral period; and
• a minimum shareholding requirement, including a two-year post-employment
requirement.
Predictability
The Policy governs the minimum and maximum opportunities for the Executive Directors in
relation to their TPIP awards, providing a clearly defined limit. Actual incentive outcomes
vary depending on the level of performance achieved against specific measures.
Proportionality
A large element of Executive Director remuneration is share-based, ensuring that the
interests of Executive Directors and shareholders are aligned. The TPIP deferral in shares
Telecom Plus PLC Page 93 of 189 31 March 2024
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for two years, and the additional two year post-vesting holding period, and the minimum
shareholding requirement maintain this alignment over the longer-term.
Alignment to culture
To ensure that remuneration drives behaviours consistent with our purpose, values and
strategy, we aim to:
• understand the remuneration of the wider workforce; and
• engage with our stakeholders, including our colleagues.
Remuneration Policy Table
How component
supports strategic
objectives
Operation of component
Maximum potential value of
component
Performance metrics
used, weighting and
time periods
Base Salary
To recognise status
and responsibility to
deliver operational
strategy on a day-
to-day basis.
Base salary is paid in 12 equal
monthly instalments during the
year.
Base salaries are reviewed
annually with any changes
normally effective from 1 April
each year, and also (where
relevant) to reflect changes in the
responsibilities of each individual.
Whilst there is not a set
maximum, increases will normally
be in line with the range of
increases awarded to other
employees.
Salary increases above this level
may be awarded in appropriate
circumstances including but not
limited to the following:
● to reflect any change in the
level of responsibility of the
individual (whether through a
change in role or an increase
in the scale and/or scope of
the activities carried out by
the Company);
● an increase in experience and
knowledge of the Company
and its markets.
None, although overall
performance of the
individual is considered
by the Committee when
setting and reviewing
salaries.
Benefits
To provide benefits
commensurate with
the role and market
practice.
Executive Directors receive
benefits set at an appropriate level
taking into account total
remuneration, market practice,
the benefits provided to other
employees in the Group and
individual circumstances.
The Company pays for private
healthcare for each director and
their immediate family.
The Company provides company
cars for executive directors where
appropriate.
The Company provides death in
service benefits up to a maximum
of four times annual base salary
(subject to prevailing policy caps).
The Committee reserves the right
to introduce other benefits, for
example in the case that this is
necessary to attract and/or retain
key executive directors.
Whilst the Committee has not set
an absolute maximum on the level
of benefits Executive Directors
may receive, the value of benefits
is set at a level which the
Committee considers to be
appropriately positioned taking
into account relevant market
levels based on the nature and
location of the role, the level of
benefits provided for other
employees in the Group and
individual circumstances.
None.
Telecom Plus PLC Page 94 of 189 31 March 2024
Registered number 3263464
In relation to new directors the
Company will pay for reasonable
relocation expenses where
required.
Pension
To provide funding
for retirement.
Defined contribution pension
scheme is open to all employees
and executive directors.
In appropriate circumstances, such
as where contributions exceed the
annual or lifetime allowance,
Executive Directors may take a
taxable cash supplement instead
of contributions to a pension plan.
The percentage level of pension
provision (or cash allowance
equivalent) for executive directors
will not exceed the highest
percentage contribution rate
available to a majority of
employees.
None.
Telecom Plus Incentive Plan
To incentivise the
delivery of financial
and strategic
priorities and
directly align the
directors’ interests
with those of all
other shareholders.
Awards under the Telecom Plus
Incentive Plan are dependent on
the achievement of performance
measures.
30% of the award earned is paid
in cash following the end of the
performance period.
The balance is deferred in the
form of a nil cost option,
conditional share award or
restricted share which vests after
a further two years and is
thereafter subject to a further
two-year post-vesting holding
period.
A discretionary underpin will apply
over the performance and deferral
periods.
Malus applies to cash awards prior
to payment and deferred share
awards prior to vesting.
Cash payments are subject to
clawback provisions for up to two
years following payment.
Deferred share awards are subject
to clawback provisions during the
two-year deferral period.
Malus and clawback may apply in
the following circumstances: a
material misstatement of the
Company’s results, error in the
assessment of a performance
target or in the information used
to determine the value of the cash
award and/or the number of
shares, a material regulatory
breach, gross misconduct on the
part of the Participant,
reputational damage to the
Maximum opportunity of up to
350% of base salary may be
awarded in respect of each
financial year.
Targets are set annually
reflecting the Company’s
financial and strategic
priorities and
performance is measured
over a one year period.
At least 70% of the
awards will be assessed
against financial
performance metrics. The
balance is assessed
against non-financial
strategic objectives.
Financial metrics
No more than 25% of
each metric will vest for
threshold performance
with full vesting for
maximum performance.
Non-financial metrics
Non-financial metrics
vesting will apply on a
scale between 0% and
100% based on the
Committee’s assessment
of performance against
objectives.
The discretionary
underpin will be assessed
with reference to a range
of financial and non-
financial metrics.
Telecom Plus PLC Page 95 of 189 31 March 2024
Registered number 3263464
Company, a material failure of risk
management, insolvency or
corporate failure, or any similar
circumstances in the opinion of the
Board.
Dividends (or equivalents,
including the value of any
reinvestment) may accrue in
respect of deferred share awards.
Shareholding Requirement
To strengthen the
long-term alignment
of directors’
interests with those
of all shareholders.
Shareholding requirement policy is
primarily derived from the issue of
shares resulting from the exercise
of awards made under company
share plans, such as the new
Telecom Plus Incentive Plan and
existing awards made under the
LTIP 2016.
Executive directors are expected
to progressively build and retain a
shareholding in the Company
worth 200% of basic salary over a
maximum of 10 years; until such
time as they have achieved this
level, they are required to: (i)
retain all the shares vesting to
them under the Telecom Plus
Incentive Plan (other than to
settle associated tax liabilities on
vesting); and (ii) retain not less
than 25% of any shares issued to
them under the LTIP 2016.
Under LTIP 2016, in relation to
the 25% blocks of their award
which vest after 3, 5 or 7 years,
participants are required to retain
50% of any shares they choose to
convert for at least 12 months. In
relation to the final 25% block
which vests after 10 years, they
are obliged to retain 75% for 12
months, 50% for 18 months, and
25% for 24 months.
The above holding periods
continue to apply to participants
after they cease to be employed
by the Company.
Future share awards to directors
will be made subject to a post-
vest holding period.
Post-employment
Executive directors who step down
from the Board are required to
retain a holding in ‘guideline
shares’ equal to:
• 200% of salary (or their
actual shareholding at
N/A
Telecom Plus PLC Page 96 of 189 31 March 2024
Registered number 3263464
the point of departure if
lower) for the first 12
months following
stepping down as
executive director.
• 100% of salary (or their
actual shareholding at
the point of departure if
lower) for the subsequent
12 months.
‘Guideline shares’ do not include
shares that the executive director
has purchased or which have been
acquired pursuant to share awards
which vested before 16 December
2020. Unless the Committee
determines otherwise, an
executive director or former
executive director shall be
deemed to have disposed of
shares which are not ‘guideline
shares’ before ‘guideline shares’.
1. The Policy for Executive Directors is consistent with the policy applied across the company with respect to salaries and
pension, where the provision for executive directors will not exceed the highest percentage contribution rate available to a
majority of employees. Taxable benefits vary by role taking into account market practice. The company operates a number of
incentive plans including the TPIP, a deferred bonus plan and a share option plan.
Illustrative application of the Policy
The bar charts below seek to illustrate the potential rewards available under the proposed
remuneration policy for the coming financial year under varying levels of performance.
The bar charts have been prepared based on the following assumptions:
Minimum performance
Fixed remuneration comprising base salary and pension
to be paid in 2024/25, estimate of benefits to be paid
based on 2023/24 total single figure of remuneration
On-target performance
Fixed remuneration
50% of TPIP opportunity is earned
Telecom Plus PLC Page 97 of 189 31 March 2024
Registered number 3263464
Maximum performance
Fixed remuneration
Maximum TPIP opportunity is earned
Maximum performance plus share price appreciation
Fixed remuneration
Maximum TPIP opportunity is earned
50% share price appreciation applies to share element of
TPIP award
Non-executive directors’ fees policy
How component
supports strategic
objectives
Operation of component
Maximum potential value of
component
Performance metrics
used, weighting and
time periods
To attract non-
executive directors
who have a broad
range of experience
and skills to support
and oversee the
implementation of
strategy and ensure
good corporate
governance.
Non-executive directors’
fees are set by the Board as
a whole and aligned with the
responsibilities of each
director.
Annual fees are paid in 12
equal monthly instalments
during the year.
Non-executive directors’
fees are periodically
reviewed by the Board in the
light of any changes in role
and prevailing market rates
for Non-executive directors
in other listed companies of
similar size and with similar
characteristics.
Non-executive directors’
remuneration will not be set
outside the parameters of
prevailing market rates for
similarly-sized companies of
comparable complexity.
Non-executive directors
are not eligible to
participate in any
performance-related
arrangements or share
incentive schemes.
Policy on payments for loss of office
The table below sets out the Company’s policy regarding service contracts and payments for
loss of office.
Standard provision
Policy
Details
Other
provisions in
service
contracts
Notice periods in executive
directors’ service contracts.
6 - 12 months’ notice from the
Company.
6 - 12 months’ notice from the
executive director.
Executive directors may be required to
work during notice period or may be
provided with pay in lieu of notice if
not required to work full notice.
All executive directors are subject to
annual re-election by shareholders.
N/A
Compensation for loss of
office in service contracts.
No more than base salary,
benefits and pension
contributions for the period of
the executive director’s notice.
No contractual provision for
additional compensation in the
event of loss of office resulting
from poor performance.
Any statutory entitlements or sums to
settle or compromise claims in
connection with any termination of
office would need to be paid as
necessary, subject to the fulfilment of
the director’s duty to mitigate their
loss.
N/A
Telecom Plus PLC Page 98 of 189 31 March 2024
Registered number 3263464
Treatment of unvested TPIP
awards
All awards lapse except for
“good leavers” which are
defined as leavers due to death,
injury, ill-health, disability,
redundancy, transfer of
employee to another company
outside of the Group, or at the
Board’s discretion, in which
case an explanation will be
provided in the relevant
Directors’ Remuneration Report.
Under the TPIP, at the payment date
of the Cash Award, a portion will be
deferred into a Deferred Share Award
which will normally vest after a further
2 years.
For “good leavers”, unpaid Cash
Awards and unvested Deferred Share
Awards will vest on the normal
payment and vesting dates (unless the
Committee determines otherwise).
Cash Awards will normally be pro-
rated for time according to the portion
of the 1 year performance period in
employment. Deferred Share Awards
will normally be pro-rated for time
according to the portion of the 3 year
period from the start of the 1 year
performance period of the Cash Award
to the vesting date of the Deferred
Share Award in employment.
For both Cash and Deferred Share
Awards, the extent of payment and
vesting will normally be determined by
the Committee taking into account any
performance conditions and/or
underpins.
N/A
Treatment of unvested LTIP
2016.
Legacy arrangement: LTIP
2016
All awards lapse except for
“good leavers”: i.e. death, or
where the employing company
or the company with which the
office is held ceases to be a
member of the Group or the
transfer of employment out of
the Group by reason of the
Transfer of Undertakings
(Protection of Employment)
Regulations
2006.
In the event of injury,
disability, retirement or
redundancy, the Committee
may exercise its discretion to
classify the participant as a
“good leaver”.
Legacy arrangement: LTIP 2016
If a participant in the LTIP 2016
ceases to be employed within the
Group otherwise than as a “good
leaver”, any unvested awards will be
forfeited. Any growth shares which
have vested but not been converted,
must be converted within 14 days of
the end of their employment otherwise
they will be forfeited; the conversion
ratio shall be based on the average
share price for the 30 working days
immediately preceding the date on
which conversion takes place.
If a participant in the LTIP 2016 is a
“good leaver”, then they shall be
entitled to the benefit of any shares
that have become convertible prior to
the date of leaving, and such shares
shall be converted (at the option of the
employee) either within 14 days of the
termination of their employment (in
which case the conversion ratio shall
be based on the average share price
for the 30 working days immediately
preceding the date on which
conversion takes place), or during the
next annual vesting period using the
criteria which apply on that date.
N/A
Exercise of discretion.
Discretion to be used only in
exceptional circumstances.
The Committee will take into account
the recent performance of the director
and the Company, and the nature of
the circumstances around the
executive director’s departure.
N/A
Telecom Plus PLC Page 99 of 189 31 March 2024
Registered number 3263464
Non-executive Directors.
Non-executive directors are
appointed for an initial term of
one year which is then reviewed
by the Board on an annual
basis thereafter.
Non-executive directors are all subject
to annual re-election by shareholders
at the Company’s AGM each year.
Non-executive directors have a three
month notice period and there is no
provision for compensation if required
to stand down.
Non-executive
directors have
the right to seek
independent
professional
advice at the
expense of the
Company in the
pursuance of
their duties.
Approach to recruitment remuneration
The Committee’s approach is to pay the amount necessary to recruit the best candidate to each
particular role. In determining these amounts the Committee will be mindful of, inter alia,
prevailing market rates, the chosen candidate’s skills, knowledge and experience, and their
existing location and position. Where the candidate has variable remuneration arrangements
with a previous employer that will be lost on leaving employment, the Company will consider
offering a sign-on award in compensation for the value foregone, either as an award under an
existing share incentive scheme or a bespoke award under the Listing Rules exemption
available for this purpose. The face and/or expected values of the award(s) offered will not
materially exceed the value ascribed to the award(s) foregone, and where practicable would
follow the same vesting timing and form (i.e. cash or shares) save that the Committee may
award the whole of the value in shares, at its discretion. The application of performance
conditions would be considered and, where appropriate, the awards could be made subject to
claw-back in certain circumstances. For material amounts the Committee would, where
practicable, consult with key institutional shareholders ahead of committing to make any such
sign-on awards, and in any event a full explanation of any amounts awarded, an explanation of
why it was necessary and a breakdown of the awards to be made will be announced to the
markets at the time of granting. For the avoidance of doubt, should a new director be
internally promoted from the Company’s senior management team they will not be expected to
give up or amend any element of remuneration granted to them prior to becoming a director
which is inconsistent with the remuneration policy set out above.
Any new executive director’s remuneration package would include similar elements, and be
subject to the same constraints, as those of the existing executive directors as outlined in the
above policy table.
Statement of consideration of shareholder views
The Chairman of the Committee engages with certain of the Company’s largest shareholders
who have expressed an interest in being consulted in relation to remuneration matters to
understand their expectations and monitor any changes in their views. Shareholder and proxy
advisor remuneration guidelines were considered, and our largest shareholders consulted, when
drafting the current Policy.
Statement of consideration of employment conditions elsewhere in the group
The Committee considers pay levels across the organisation when setting remuneration for all
directors (both executives and non-executives). However, this review is undertaken against a
background of ensuring that the prevailing market rates for all levels of employee in the
organisation are taken into account in order to attract, retain and motivate the best employees
at each level. In relation to directors, specific account is taken of any change in the level of
responsibility of the director (whether through a change in role or the increased size of the
Company) or an increase in experience and knowledge of the Company and its markets which
may not be relevant to roles elsewhere in the Company. The Company does not deem it
appropriate to formally consult with employees regarding the determination of the directors’
Telecom Plus PLC Page 100 of 189 31 March 2024
Registered number 3263464
remuneration policy. However, employees have the opportunity to make comments on any
aspect of the Company’s activities through an employee survey and any comments made which
are relevant to directors’ remuneration would be considered by the Committee.
Telecom Plus PLC Page 101 of 189 31 March 2024
Registered number 3263464
Annual Report on Remuneration
Remuneration Committee
The Committee is responsible for reviewing and making recommendations to the Board
regarding the policy relating to the total remuneration paid to the executive directors and
senior management of the Company. It meets regularly to review and set all elements of the
remuneration paid to the executive directors of the Company and monitors the level and
structure of remuneration for other senior management of the Company. It also exercises all
the powers of the Board in relation to the operation of the Company’s share incentive schemes,
including the grant of options and the terms of those grants.
The Committee met formally three times during the year and details of attendance at these
meetings are provided in the Corporate Governance Statement on page 73.
The Committee’s principal activities during the year included:
• reviewing and approving executive director remuneration packages;
• monitoring senior management remuneration packages; and
• reviewing and approving the issue of share options to certain employees.
Single Total Figure of Remuneration
Year ended 31 March 2024 (audited)
Audited details of directors’ remuneration for the year are as follows:
Salary
& Fees
TPIP
award
1
Taxable
Benefits
Pension
Contributions
3
Total
Total
fixed
Total
variable
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Charles Wigoder
210
-
-
-
210
210
-
Andrew Lindsay
652
1,923
10
4
2,589
666
1,923
Stuart Burnett
652
1,923
10
4
2,589
666
1,923
Nick Schoenfeld
580
1,065
11
4
1,660
595
1,065
Andrew Blowers
2
108
-
-
-
108
108
-
Beatrice Hollond
63
-
-
-
63
63
-
Carla Stent
68
-
-
-
68
68
-
Suzi Williams
63
-
-
-
63
63
-
2,396
4,911
31
12
7,350
2,439
4,911
1. 70% of the award is deferred into shares for two years in accordance with the rules of the TPIP.
2. Additional remuneration received from appointment as Chairman of UWI Limited the Group’s insurance
company.
3. The level of pension provision for executive directors has transitioned from a fixed monetary amount of £4,000
per annum to 4.5% of base salary in line with the percentage contribution rate available to the majority of
employees. This change was effective 1 April 2023, however the excess value above the previous fixed
monetary amount in respect of FY24 was paid in April 2024 in a backdated payment and so will be reported
within the FY25 single total figure.
Telecom Plus PLC Page 102 of 189 31 March 2024
Registered number 3263464
Year ended 31 March 2023 (audited)
Audited details of directors’ remuneration for the year are as follows:
Salary
& Fees
Annual
bonus
1
Taxable
Benefits
Pension
Contributions
Total
Total
fixed
Total
variable
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Charles Wigoder
295
-
-
-
295
295
-
Andrew Lindsay
621
885
10
4
1,520
635
885
Stuart Burnett
2
557
885
5
4
1,451
566
885
Nick Schoenfeld
621
398
9
4
1,032
634
398
Andrew Blowers
3
73
-
-
-
73
73
-
Beatrice Hollond
60
-
-
-
60
60
-
Carla Stent
4
44
-
-
-
44
44
-
Suzi Williams
60
-
-
-
60
60
-
Melvin Lawson
5
4
-
-
-
4
4
-
Julian Schild
5
15
-
-
-
15
15
-
2,350
2,168
24
12
4,554
2,386
2,168
1. One third of the bonus is deferred into shares in accordance with the rules of the DBP.
2. Stuart Burnett’s annual base salary was increased to £621,195 on 1 October 2022.
3. Additional remuneration received from appointment as Chairman of UWI Limited the Group’s insurance company.
4. Appointed 26 July 2022.
5. Retired 26 July 2022.
Salary and benefits (audited)
The Committee awarded 5.0% increases to the annual base salaries of all the directors with
effect from 1 April 2023 as follows:
• Charles Wigoder - increased from £200,000 to £210,000;
• Andrew Lindsay - increased from £621,195 to £652,255;
• Stuart Burnett – increased from £621,195 to £652,255;
• Nick Schoenfeld - increased from £588,810 to £621,195, and subsequently reduced
to £538,000 from the 2024 AGM following shareholder approval of the TPIP;
• Beatrice Hollond – increased from £60,000 to £63,000;
• Andrew Blowers - £65,000 to £68,250 (excluding remuneration for Chairmanship of
UWI Limited);
• Carla Stent - £65,000 to £68,250; and
• Suzi Williams - £60,000 to £63,000.
The increases were deemed reasonable given the Company’s average base salary increase for
all employees of 10.1% from 1 April 2023. The amounts relating to taxable benefits received
mainly include the provision of private health insurance and motor vehicles to the directors.
Long-term incentives (audited)
Vesting of long-term incentive awards
No long-term incentive awards were capable of vesting during the year ended 31 March 2024.
Long term incentive awards granted during the year (audited)
The maximum annual TPIP award opportunities for each executive director for the year ended
31 March 2024 were as follows:
Andrew Lindsay
350% of base salary
Stuart Burnett
350% of base salary
Telecom Plus PLC Page 103 of 189 31 March 2024
Registered number 3263464
Nick Schoenfeld
235% of base salary
The awards were granted subject to financial and non-financial strategic objectives. 70% of the
TPIP was based on adjusted PBT performance. The PBT targets were set by reference to
multiple factors, including internal budgeting and broker forecasts. The remaining 30% of the
TPIP was subject to strategic objectives and any pay-out under this element was subject to
achieving the threshold PBT target.
The tables below set out the assessment of the objectives versus the targets set, with straight
line vesting between each of the target values:
Financial element
Weighting %
of TPIP
overall
opportunity
% of element vesting
Actual
Payable (%
of
maximum
for this
element)
Payable (% of
overall
opportunity)
25%
50%
100%
FY24
Adjusted
PBT
70.0%
£75.0m
£85.0m
£135.0m+
£116.9m
81.9%
57.3%
Non-Financial element
Strategic
objective
Detail
Weighting
% of TPIP
% of element vesting
Actual
Payable
(% of
maximu
m for
this
element)
Payable
(% of
overall
opportu
nity)
0%
70%
85%
100%
Looking
after our
Employees
Customer
Service team
voluntary
attrition.
Employee Net
Promoter Score
(eNPS).
5.0%
5.0%
>55%
<10
45%
20
40%
25
<35%
30
32%
25.5
100.0%
86.5%
5.0%
4.3%
Strategic
objectiv
e
Detail
Weight
-ing %
of
TPIP
% of element vesting
Actual
Pay-
able
(% of
maxi-
mum
for
this
ele-
ment)
Pay-
able
(% of
overall
opport
unity
maxi-
mum)
0%
25%
50%
70%
85%
100%
Looking
after our
Custome
rs
Customer
service
efficiency –
ratio FTEs:
Customers.
Deliver hub
strategy –
establish
5.0%
5.0%
<510
Less
than
550
n/a
575
n/a
600
n/a
625
n/a
650+
Two
hubs
744
Two
hubs
100.0
%
100%
5.0%
5.0%
Telecom Plus PLC Page 104 of 189 31 March 2024
Registered number 3263464
Selkirk &
one other
hub.
two
hubs
estab-
lished
estab-
lished
estab-
lished
Growing
our
target
Multi
Service
Home
Owner
cust-
omer
base
% growth in
homeowner
base taking
2 or more
Core
Services.
10.0%
<2.5%
5%
10%
12.5%
15%
20%+
13.47
%
75.8%
7.6%
The above resulted in an outturn for the financial element of the TPIP equal to 81.9% of
maximum, and for the strategic element of 89.7% of maximum.
The overall TPIP outturn for all Executive Directors is therefore equal to 84.2% of the maximum
opportunities based on the targets set. The Committee carefully considered the TPIP outcome
and concluded that it fairly reflected the strong performance of the Company, and therefore
elected not to exercise any discretion.
70% of the TPIP earned will be deferred into shares for two years under the plan rules and will
remain subject to ongoing performance underpins.
Payments to past directors (audited)
There were no payments to past directors during the year.
Payment for loss of office (audited)
There were no payments for loss of office made to directors during the year.
Statement of Directors’ Shareholding and Share Interests (audited)
The interests of the directors and their connected persons in the Company’s ordinary shares as
at 31 March 2024 were as set out below. There have been no changes to those interests
between 31 March 2024 and the date of this report.
Beneficially
held
LTIP 2016
– growth
shares
Deferred
Shares
Bonus Plan
SAYE
Scheme
Share
options
Shareholding
(as a % of
salary)
1
Charles Wigoder
5,337,991
-
-
1,737
-
41,382%
Andrew Lindsay
359,149
15,000
44,988
-
-
896%
Stuart Burnett
6,410
7,500
36,189
-
75,000
16%
Nick Schoenfeld
7,951
15,000
20,244
-
-
24%
Andrew Blowers
-
-
-
-
-
N/A
Beatrice Hollond
1,800
-
-
-
-
N/A
Carla Stent
-
-
-
-
-
N/A
Suzi Williams
-
-
-
-
-
N/A
1. Based on a share price of 1,628p being the closing mid-market share price on 28 March 2024. The Committee has
adopted a shareholding guideline which requires the executive directors to build up and maintain a shareholding of
at least 200% of salary. See page 95 for further details.
Share interests (audited)
Details of the share awards held by or granted to directors during the year are set out in the
table below (further details on the estimated cost of these awards are set out in note 21 to the
financial statements):
Telecom Plus PLC Page 105 of 189 31 March 2024
Registered number 3263464
1 April
2023
Grant-
ed
Lapsed
Exercised
31 March
2024
Exer-
cise
price
per
share
Exercis-
able from
Expiry date
Charles Wigoder
SAYE Scheme
18 August 2021
1,737
-
-
-
1,737
1036p
1 Nov 24
30 Apr 25
Andrew Lindsay
LTIP 2016 – growth shares
4 April 2017
3,750
-
-
-
3,750
n/a
1 Aug 19
31 Aug 26
4 April 2017
3,750
-
-
-
3,750
n/a
1 Aug 21
31 Aug 26
4 April 2017
3,750
-
-
-
3,750
n/a
1 Aug 23
31 Aug 26
4 April 2017
3,750
-
-
-
3,750
n/a
1 Aug 26
31 Aug 26
Deferred Shares Bonus Plan
22 Jul 2021
17,383
-
-
-
17,383
5p
22 Jul 23
22 Jul 31
26 Jul 2022
9,346
-
-
-
9,346
5p
26 Jul 24
26 Jul 32
4 August 2023
-
18,259
-
-
18,259
5p
4 Aug 25
4 Aug 33
Nick Schoenfeld
LTIP 2016 – growth shares
4 April 2017
3,750
-
-
-
3,750
n/a
1 Aug 19
31 Aug 26
4 April 2017
3,750
-
-
-
3,750
n/a
1 Aug 21
31 Aug 26
4 April 2017
3,750
-
-
-
3,750
n/a
1 Aug 23
31 Aug 26
4 April 2017
3,750
-
-
-
3,750
n/a
1 Aug 26
31 Aug 26
Deferred Shares Bonus Plan
22 Jul 2021
7,822
-
-
-
7,822
5p
22 Jul 23
22 Jul 31
26 Jul 2022
4,206
-
-
-
4,206
5p
26 Jul 24
26 Jul 32
4 August 2023
-
8,216
-
-
8,216
5p
4 Aug 25
4 Aug 33
Stuart Burnett
LTIP 2016 – growth shares
4 April 2017
1,875
-
-
-
1,875
n/a
1 Aug 19
31 Aug 26
4 April 2017
1,875
-
-
-
1,875
n/a
1 Aug 21
31 Aug 26
4 April 2017
1,875
-
-
-
1,875
n/a
1 Aug 23
31 Aug 26
4 April 2017
1,875
-
-
-
1,875
n/a
1 Aug 26
31 Aug 26
Deferred Shares Bonus Plan
22 Jul 2021
11,271
-
-
-
11,271
5p
22 Jul 23
22 Jul 31
26 Jul 2022
6,659
-
-
-
6,659
5p
26 Jul 24
26 Jul 32
4 August 2023
-
18,259
-
-
18,259
5p
4 Aug 25
4 Aug 33
Share options
22 July 2016
50,000
-
-
-
50,000
1047p
22 Jul 19
21 Jul 26
25 July 2019
8,334
-
-
-
8,334
1342p
25 Jul 22
24 Jul 29
25 July 2019
8,333
-
-
-
8,333
1342p
25 Jul 24
24 Jul 29
25 July 2019
8,333
-
-
-
8,333
1342p
25 Jul 26
24 Jul 29
Telecom Plus PLC Page 106 of 189 31 March 2024
Registered number 3263464
The face value of the interests awarded to Andrew Lindsay and Stuart Burnett on 4 August
2023 were £295,065 each (18,250 shares at a market price of 1,616p on the date of grant),
and for Nick Schoenfeld £132,771 (8,216 shares at a market price of 1,616p on the date of
grant). These options no longer have performance conditions attached and were granted on
the basis of the result of the performance conditions in place for FY23 as detailed in the 2023
Annual Report.
LTIP 2016
Performance measures and targets for the LTIP 2016 Award are detailed in the 2019 Annual
Report and Accounts on page 69.
Performance Graph showing Total Shareholder Return
The following graph shows the Company’s performance measured by total shareholder return
compared with the FTSE 350 Index for the period 1 April 2014 to 31 March 2024. The FTSE
350 Index has been chosen as the Company is a constituent of this Index.
Source: Eikon Refinitiv
Table of Historical Data
The following table sets out the total remuneration and the amount vesting under the annual
bonus and share incentive schemes as a percentage of the maximum that could have been
achieved, in respect of the Co-Chief Executive. The Co-Chief Executive was Mr Andrew Lindsay
in all years shown in the table (noting that he served as sole CEO until November 2021).
Year ended 31 March
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Single figure of total
remuneration £’000
2,175
2,017
523
555
581
594
1,141
1,214
1,520
2,589
Annual bonus (%)
N/A
N/A
N/A
N/A
N/A
N/A
62.6
69.5
95.0
N/A
Share incentives vesting
(%)
100%
N/A
N/A
N/A
N/A
N/A
1
N/A
N/A
N/A
84.2
1
. Although 3,750 growth shares under the LTIP 2016 vested to the Co-Chief Executive during each of 2020, 2021 and
2024, the minimum share price at which these are convertible into ordinary shares in the Company is £20 and this
was not achieved during the period.
Annual Percentage Change in Remuneration of directors and employees
Telecom Plus PLC Page 107 of 189 31 March 2024
Registered number 3263464
The table below sets out the percentage change in each director’s salary/fees, benefits and
bonus between the years ended 31 March 2020 and 31 March 2021, 31 March 2021 and 31
March 2022, 31 March 2022 and 31 March 2023, and, 31 March 2023 and 31 March 2024,
compared to the average employee remuneration of the Company for each of these elements of
pay, calculated on a full-time equivalent basis. The average employee change has been
calculated by reference to the mean of employee pay.
Year
Salary & fees
Benefits
Bonus
Charles Wigoder
2023/2024
(28.8)%
N/A
N/A
2022/2023
(37.8)%
N/A
N/A
2021/2022
1.0%
N/A
N/A
2020/2021
2.0%
N/A
N/A
Andrew Lindsay
2023/2024
5.0%
0.0%
117.3%
2022/2023
5.5%
42.9%
44.1%
2021/2022
1.0%
16.7%
12.0%
2020/2021
3.1%
(66.7)%
N/A
Stuart Burnett
2023/2024
5.0%
100.0%
117.3%
2022/2023
1
24.0%
0.0%
102.1%
2021/2022
19.0%
0.0%
23.4%
2020/2021
N/A
N/A
N/A
Nick Schoenfeld
2023/2024
6
(6.6)%
22.2%
167.6%
2022/2023
5.5%
50.0%
44.2%
2021/2022
1.0%
0.0%
12.2%
2020/2021
3.1%
0.0%
N/A
Andrew Blowers
2023/2024
2
47.9%
N/A
N/A
2022/2023
2,3
62.2%
N/A
N/A
2021/2022
1.0%
N/A
N/A
2020/2021
0.0%
0.0%
N/A
Beatrice Hollond
2023/2024
5.0%
N/A
N/A
2022/2023
3
33.3%
N/A
N/A
2021/2022
1.0%
N/A
N/A
2020/2021
0.0%
N/A
N/A
Carla Stent
2023/2024
5.0%
N/A
N/A
2022/2023
4
N/A
N/A
N/A
Suzi Williams
2023/2024
5.0%
N/A
N/A
2022/2023
3
33.3%
N/A
N/A
2021/2022
5
1.0%
N/A
N/A
2020/2021
N/A
N/A
N/A
Average Employee
2023/2024
18.4%
39.1%
15.5%
2022/2023
6.0%
0.3%
43.0%
2021/2022
(9.0)%
(24.6)%
41.2%
2020/2021
4.5%
(0.1)%
(1.5)%
1. Increases due to alignment of Co-CEO remuneration package.
2. Includes additional remuneration for Chairmanship of the Company’s Gibraltar insurance company UWI Limited.
3. Reflects results of market benchmarking exercise as detailed in the 2022 Annual Report.
4. Appointed 26 July 2023.
5. For comparative purposes Suzi Williams’ remuneration for the year ended 31 March 2021 has been annualised.
6. Reduction in salary due to introduction of TPIP as explained in prior year Remuneration Report.
Chief Executive pay ratio (unaudited)
The table below sets out the Chief Executive pay ratio, using the Co-Chief Executive’s (Andrew
Lindsay’s) single total remuneration as disclosed on page 101 to the comparable full-time
Telecom Plus PLC Page 108 of 189 31 March 2024
Registered number 3263464
equivalent total remuneration of the UK employees whose pay is ranked at the 25th percentile,
median and 75th percentile.
The Company used Option A to calculate the ratios as this is the approach typically preferred by
shareholders and proxy voting agencies. The remuneration figures for the employee at each
quartile were calculated as at that the last day of the relevant financial year. Sensitivity
analysis has been performed to ensure that the median and quartile employees are reasonably
representative.
Year
Method
25th percentile
pay ratio
Median pay
ratio
75th percentile
pay ratio
2020
A
38:1
22:1
16:1
2021
A
59:1
41:1
33:1
2022
A
79:1
44:1
35:1
2023
A
62:1
53:1
42:1
2024
A
111:1
95:1
69:1
Pay details for the individuals in 2024 are set out below:
CEO
25
th
percentile
(lower
quartile)
50th percentile
(median)
75
th
percentile
(upper
quartile)
Salary
£652,000
£22,328
£25,741
£34,833
Total remuneration
£2,589,000
£23,223
£27,186
£37,313
In the case of the CEO, his total remuneration comprises a significant proportion in variable
pay. His total remuneration therefore varies considerably depending on the level of
performance against the metrics driving the variable pay outcomes. The introduction of the
TPIP has increased the total remuneration of the CEO, however 70% of the award is deferred
into shares over two years and is subject to ongoing performance underpins thus strongly
aligning the CEO’s long-term interests with those of all stakeholders.
The result of the median pay ratio is in line with the Company’s general policy to provide a
competitive remuneration package so as to enable the attraction and retention of high calibre
individuals at each level.
Relative Importance of the Spend on Pay
Set out below is a summary of the Company’s levels of expenditure on pay and other significant
cash outflows to key stakeholders.
Year ended 31 March
2024
£’000
2023
£’000
Change
%
Wages and salaries
106,106
80,495
31.8%
Dividends
64,982
50,601
28.4%
Share buybacks
10,128
-
N/A
Statement of Implementation of the Policy for the financial year commencing 1 April
2024
Telecom Plus PLC Page 109 of 189 31 March 2024
Registered number 3263464
Information on how the Company intends to implement the Remuneration Policy for the
financial year commencing 1 April 2024 is set out in the Annual Statement on pages 89 to 90 .
Advisers to the Committee
Wholly independent and objective advice on executive remuneration is received from the
Committee’s external advisers.
PwC were appointed as Remuneration Committee advisors in August 2022. PwC is one of the
founding members of the Remuneration Consultants Group and is a signatory to its Code of
Conduct.
Fees paid to PwC for their services to the Remuneration Committee during the year, based on
time and expenses, amounted to £67,225 (excluding VAT) (2023: £49,000 excluding VAT).
Shareholder Vote and Shareholder Engagement
Details of the votes cast in relation to the main remuneration resolutions at the 2023 AGM are
set out below:
2023 AGM
%
To approve the 2023 Remuneration Report
Votes cast in favour & Chairman discretion
57,831,631
95.67
Votes cast against
2,620,582
4.33
Total
60,452,213
100.00
Withheld
8,922
To approve the Directors’ Remuneration Policy
Votes cast in favour & Chairman discretion
50,395,671
85.07
Votes cast against
8,841,286
14.93
Total
59,236,957
100.00
Withheld
1,224,178
To approve the TPIP
Votes cast in favour & Chairman discretion
54,343,662
91.74
Votes cast against
4,896,090
8.26
Total
59,239,752
100.00
Withheld
1,221,383
To approve the Omnibus Plan
Votes cast in favour & Chairman discretion
57,953,972
95.86
Votes cast against
2,501,109
4.14
Total
60,455,081
100.00
Withheld
6,054
The Committee was pleased that the new Directors’ Remuneration Policy was approved by over
85% of the Company’s shareholders at the 2023 AGM.
Andrew Blowers OBE
Chairman of the Remuneration Committee
On behalf of the Board
18 June 2024
Telecom Plus PLC Page 110 of 189 31 March 2024
Registered number 3263464
Directors’ Report
The directors have pleasure in presenting their report and the audited financial statements for
the year to 31 March 2024.
Principal Activities and Business Review
The Company’s principal activity is to act as a holding company. The Company is incorporated
and domiciled in England and Wales. The list of its subsidiaries is set out on page 164. A full
review of the development of the business is contained in the Strategic Report on pages 2 to
66. A summary of the financial risk management objectives and policies is contained in note 22
to the financial statements. Environmental matters, including greenhouse house gas emissions
are set out in the Sustainability Report on pages 40 to 50.
This Directors’ Report, together with the information in the Strategic Report forms the
management report for the purposes of DTR 4.1.8R. The Strategic Report, the Governance
Reports, which includes this Directors’ Report, and any notes to the Financial Statements
include information that would otherwise be included in the Directors’ Report required under the
Companies Act 2006.
Results and Dividends
The profit for the year after tax of £71,037,000 (2023: £68,161,000) has been transferred to
reserves. An interim dividend of 36p per share (2023: 34p) was paid during the year. A final
dividend of 47p per share (2023: 46p per share) is proposed. The adjusted profit before tax for
the year ended 31 March 2024 was £116,865,000 (see Financial Review page 21).
Directors
The names of directors who served during the year and their interests, including those of their
connected persons, in the share capital of the Company at the start and end of the year are set
out in the table below. Details of the directors’ share incentive awards are disclosed in the
Directors’ Remuneration Report on pages 104 to 106.
Ordinary 5p shares held at
31 March 2024 31 March 2023
Charles Wigoder
*
8,430,674 8,430,674
Andrew Lindsay 359,149 359,149
Stuart Burnett 6,410 -
Nick Schoenfeld 7,951 7,951
Andrew Blowers
*
- -
Beatrice Hollond
*
1,800 1,800
Suzi Williams
*
- -
Carla Stent
*
- -
*
indicates non-executive directors
In respect of the above shareholdings, Mr Wigoder has a non-beneficial interest in 3,092,683
shares (2023: 3,092,683).
The powers of directors are set out in the Company’s Articles of Association (the “Articles”).
The Articles may be amended by way of a special resolution of the members of the Company.
The Board may exercise all powers conferred on it by the Articles and in accordance with the
Companies Act 2006, and other applicable legislation.
Telecom Plus PLC Page 111 of 189 31 March 2024
Registered number 3263464
The Board has established a formal, rigorous and transparent process for the selection and
subsequent appointment of new directors to the Board. The rules relating to the appointment
and replacement of directors are contained within the Articles. The Articles provide that
Directors may be appointed by an ordinary resolution of the members or by a resolution of the
Directors, provided that, in the latter instance, a director appointed in that way retires at the
first Annual General Meeting following their appointment. In addition, shareholders within
excess of 20% of the shares in the Company are entitled under the Articles to appoint a
director and remove any such director appointed.
In accordance with current best practice, all Board directors, other than Andrew Lindsay who is
stepping down, will be retiring at the forthcoming AGM and will then offer themselves for re-
election.
Directors’ service contracts
The executive directors are each engaged under a rolling contract of service requiring 6 months’
notice of termination on either side. The dates of the executive directors’ service agreements
are as follows:
Date of service
agreement
Andrew Lindsay
5 May 2011
Nick Schoenfeld
9 October 2014
Stuart Burnett
23 July 2020
All non-executive directors are subject to re-election at each AGM. The appointment of the non-
executive directors may be terminated on either side on three months’ notice. The dates of
each non-executive director’s appointment are as follows:
Date of service
agreement
Expiry of current
term
Charles Wigoder
26 July 2022
2024 AGM
Beatrice Hollond
26 September 2016
2024 AGM
Andrew Blowers
2 November 2016
2024 AGM
Suzi Williams
23 July 2020
2024 AGM
Carla Stent
26 July 2022
2024 AGM
Copies of the service contracts and letters of appointment are held at the Company’s Registered
Office and will be available for inspection within normal business hours / at the Annual General
Meeting.
Directors’ Conflicts of Interest
The Directors have a statutory duty to avoid situations where they have, or could have, a direct
or indirect interest that conflicts, or possibly may conflict, with the Company’s interests. The
Companies Act 2006 and the Company’s Articles allow the Board to authorise such conflicts of
interest should this be deemed to be appropriate.
The Board has put in place effective procedures for managing and, where appropriate,
approving conflicts or potential conflicts of interest. Under these procedures, the Directors are
required to declare all directorships or other appointments to companies which are not part of
the Group, as well as other situations which could give rise to a potential conflict. The Board
will, where appropriate, authorise a conflict or potential conflict, and will impose all necessary
Telecom Plus PLC Page 112 of 189 31 March 2024
Registered number 3263464
restrictions and/or conditions where it sees fit. The Company maintains a register of directors’
interests which is reviewed regularly by the Board.
Political Donations
The Company did not contribute in cash or in kind to any political party, whether by gift or loan.
It will, however, ensure that the Group continues to act within the provisions of the Companies
Act 2006 requiring companies to obtain shareholder authority before they make donations to
political parties and/or political organisations as defined in the Companies Act 2006.
Directors’ and Officers’ Liability Insurance
The Company maintains appropriate insurance to cover directors’ and officers’ liability and has
provided an indemnity, as permitted by the Companies Act 2006, in respect of all of the
Company’s directors which was in force throughout the financial year and remains in force.
Neither the insurance nor the indemnity provides cover where a director has acted fraudulently
or dishonestly.
Employees
The requirements of the Companies Act 2006 in respect of employees are set out in the
Strategic Report on pages 33 to 39.
Stakeholder engagement
More information on stakeholder engagement, including our relationships with our Partners,
suppliers, customers and our community can be found in the Strategic Report on pages 2 to 66.
Substantial Shareholders
As at 18 June 2024, in addition to the directors, the following have notified the Company of
their substantial shareholdings as detailed below:
Percentage of
Number of shares issued share capital
abrdn PLC 6,293,904 8.0%
Schroders Investment Management 4,363,816 5.5%
BlackRock 3,840,794 4.9%
Vanguard Group 3,504,752 4.4%
Primestone Capital 3,468,350 4.4%
JPMorgan Asset Management 2,736,310 3.5%
Jupiter Asset Management 2,457,443 3.1%
Capital Structure
Restrictions on the transfer of shares
The Company only has ordinary shares in issue. Other than as set out below, there are no
restrictions on the transfer of the ordinary shares, except where a holder refuses to comply
with a statutory notice requesting details of those who have an interest and the extent of their
interest in a particular holding of shares. In such cases, where the identified shares make up
0.25% or more of the ordinary shares in issue, the directors may refuse to register a transfer of
any of the identified shares in certificated form and, so far as permitted by the Uncertificated
Securities Regulations 2001, a transfer of any of the identified shares which are held in the
electronic share dealing system CREST, unless the directors are satisfied that they have been
sold outright to an independent third party.
Telecom Plus PLC Page 113 of 189 31 March 2024
Registered number 3263464
Other than as set out below and so far as the directors are aware, there were no arrangements
at 31 March 2024 by which, with the Company’s co-operation, financial rights carried by
securities are held by a person other than a holder of securities, or any arrangements between
holders of securities that are known to the Company and which may result in restrictions on the
transfer of securities or on voting rights.
Non-Executive Chairman Charles Wigoder entered into an agreement to charge 325,000 of his
shares in the Company as security for a loan from Barclays Bank Plc (“Barclays”) on 3
December 2013. The loan enabled him to apply for 57,142 ordinary shares as part of his open
offer entitlement which resulted from funding the Company’s entering into the new energy
supply arrangements with npower on 20 December 2013. Under the terms of the charge, title
to the 325,000 shares can be transferred, sold or otherwise dealt with by Barclays following the
occurrence of a failure to pay any amount due and payable under the loan.
On 22 March 2018, Charles Wigoder notified the Company that he had entered into an
agreement to charge 1,404,000 of his shares in the Company as security for a loan from the
Julius Baer Group (“Julius Baer”). Under the terms of the charge, title to the 1,404,000 shares
can be transferred, sold or otherwise dealt with by Julius Baer following an event of default
under the security agreement.
On 23 March 2018, Charles Wigoder notified the Company that he had deposited a further
350,000 of his shares in the Company into a collateral account at Barclays as partial security
for an increase to his existing loan facility. Under the terms of his agreement with Barclays, title
to the 350,000 shares can be transferred, sold or otherwise dealt with by them following an
event of default under the security agreement.
The Company established a Joint Share Ownership Plan (“the JSOP”) on 30 March 2011. As
part of the JSOP an employee benefit trust was established to jointly hold shares with the
participants in the plan (“the JSOP Share Trust”). As at 31 March 2024, the JSOP Share Trust
held 252,638 shares. All voting and dividend rights attached to these shares have been waived.
Share plans
The Company operates a number of share-based incentive plans that provide the Company’s
ordinary shares to participants at exercise of share options upon vesting or maturity. The plans
in operation include the Long Term Incentive Plan (“LTIP”), the Telecom Plus Incentive Plan
(“TPIP”), the Deferred Share Bonus Plan (“DBP”), the Employee Share Option Plans (“ESOPs”),
and the Sharesave Scheme (“SAYE”). Details of these plans are set out in the Directors’
Remuneration Report on pages 89 to 109 and in note 21 to financial statements.
Awards under these plans are satisfied by using either newly issued shares or market
purchased shares held in the JSOP Share Trust. The trustee does not register votes in respect
of these shares and has waived the right to receive any dividends.
Takeovers
There are no significant arrangements to which the Company is party that take effect, alter or
terminate upon a change of control of the Company following a takeover bid, save in relation to
the arrangements with E.ON and EE/BT for the supply of energy and mobile telephony
respectively, or any agreements between the Company and its directors or employees providing
for compensation for loss of office or employment (whether through resignation, purported
redundancy or otherwise) that occurs because of a takeover bid.
Telecom Plus PLC Page 114 of 189 31 March 2024
Registered number 3263464
Authority for purchase of own shares
At the last AGM held on 4 August 2023, the Company obtained authority to purchase up to
7,947,344 ordinary shares representing approximately 10% of the issued ordinary share capital
(excluding treasury shares) as at 23 June 2023. The Company intends to renew this authority
at this year’s AGM.
During the year, in accordance with its stated capital allocation policy the Company re-
purchased 650,429 ordinary shares for a total consideration of £10.2m. The ordinary shares
acquired were transferred to treasury.
Treasury shares
The Company held 1,132,705 (2023: 482,276) ordinary shares in treasury as at 31 March 2024
with a total value of £15,688,000 (2023: £5,502,000).
Disclosure of Information
Each of the directors has confirmed that so far as they are aware, there is no relevant audit
information of which the Company’s auditor is unaware, and that they have taken all the steps
that they ought to have taken as a director in order to make themselves aware of any relevant
audit information and to establish that the Company’s auditor is aware of that information.
Corporate Governance
The Company’s position in relation to compliance with the requirements of the UK Corporate
Governance Code issued by the Financial Reporting Council is set out mainly in the Corporate
Governance Statement on pages 70 to 79.
Environment and Emissions
In accordance with LR 9.8.6R, climate-related financial disclosures consistent with the Task
Force on Climate-related Financial Disclosures (“TCFD”) recommendations and recommended
disclosures are contained in the Strategic report on pages 54 to 66. Information on the
Company’s greenhouse gas emissions is set out in the Sustainability Report on pages 40 to 50.
Overseas entities
The Company has two overseas entities: UW Spain S.L.U. in Spain and UWI Limited in Gibraltar
(see note 9 to the financial statements).
Financial Instruments
Group companies use financial instruments to manage certain types of risks, including
those relating to credit, foreign currency exchange, cash flow, liquidity, interest rates,
and equity and property prices. Details of the objectives and management of these
instruments are contained in note 22 to the financial statements.
Risk, Control and Viability
In accordance with the UK Corporate Governance Code, the Directors have assessed the
viability of the Group over a three year period, taking into account the Group’s current position
and the potential impact of the principal risks and uncertainties set out on pages 25 to 32.
Based on this assessment, the Directors confirm that they have a reasonable expectation that
the Company will be able to continue in operation and meet its liabilities as they fall due over
the period to March 2027.
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The directors have determined that a three-year period to 31 March 2027 constitutes an
appropriate period over which to provide its viability statement. This is the period focussed on
by the Board during the strategic planning process.
Whilst the directors have no reason to believe the Group will not be viable over a longer period,
given the inherent uncertainty involved we believe this presents users of the Annual Report
with a reasonable degree of confidence while still providing a longer-term perspective.
In making this statement, the Board carried out a robust assessment of the principal risks
facing the Group, including those that would threaten its business model, future performance,
solvency or liquidity.
The Board considers at least annually, a three-year strategic plan. The output of this plan is
used to perform central debt and headroom profile analysis, which includes a review of
sensitivity to ‘business as usual’ risks, such as bad debt in severe but plausible events.
The Board also considers the ability of the Group to raise finance and deploy capital. The results
take account of the availability and likely effectiveness of the mitigating actions that could be
taken to avoid or reduce the impact or occurrence of the underlying risks.
Under the Company’s energy supply arrangements E.ON is responsible for funding the
principal working capital requirements relating to the supply of energy to the Company’s
customers. This includes funding the Budget Plans of customers who pay for their energy
in equal monthly instalments.
The Group has from Barclays Bank PLC, Lloyds Bank PLC and Bank of Ireland total
revolving credit facilities of £175.0 million for the period to 17 November 2027, of which
£103.6 million was drawn down as at 31 March 2024, with cash balances of £57.8m on
deposit. In addition, the Company has £75.0 million of private placement debt provided by
Pricoa and MetLife which matures in November 2030.
The Company has considerable financial resources together with a large and diverse retail and
small business customer base and long-term contracts with a number of key suppliers. As a
consequence, the directors believe that the Company is well placed to manage its business
risks.
Whilst this review does not consider all of the risks that the Group may face, the directors
consider that this stress-testing based assessment of the Group’s prospects is reasonable in the
circumstances of the inherent uncertainty involved.
For and on behalf of the Board
David Baxter
Company Secretary
18 June 2024
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Statement of Directors’ Responsibilities in Respect of the
Report and Accounts and the Financial Statements
The directors are responsible for preparing the Report and Accounts
and the Group and parent
Company financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare Group and parent Company financial statements
for each financial year. Under that law they are required to prepare the Group financial
statements in accordance with UK-adopted international accounting standards and applicable
law and have elected to prepare the parent Company financial statements on the same basis.
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 Group and parent
Company and of the Group’s profit or loss for that period. In preparing each of the Group and
parent Company financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable, relevant, reliable and prudent;
• state whether they have been prepared in accordance with international accounting
standards in conformity with the requirements of the Companies Act 2006 and, as regards
the Group financial statements, UK-adopted international accounting standards;
• assess the Group and parent Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern; and
• use the going concern basis of accounting unless they either intend to liquidate the Group or
the parent Company or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to
show and explain the parent Company’s transactions and disclose with reasonable accuracy at
any time the financial position of the parent Company and enable them to ensure that its
financial statements comply with the Companies Act 2006. They are responsible for such
internal control as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error, and have
general responsibility for taking such steps as are reasonably open to them to safeguard the
assets of the Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the directors are also responsible for preparing a
Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance
Statement that complies with that law and those regulations.
The directors are responsible for the maintenance and integrity of the corporate and financial
information included on the company’s website. Legislation in the UK governing the
preparation and dissemination of financial statements may differ from legislation in other
jurisdictions.
In accordance with Disclosure Guidance and Transparency Rule (“DTR”) 4.1.16R, the financial
statements will form part of the annual financial report prepared under DTR 4.1.17R and
4.1.18R. The auditor’s report on these financial statements provides no assurance over
whether the annual financial report has been prepared in accordance with those requirements.
Responsibility statement of the directors in respect of the annual financial report
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with the applicable set of accounting
standards, give a true and fair view of the assets, liabilities, financial position and profit or
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loss of the company and the undertakings included in the consolidation taken as a whole;
and
• the strategic report includes a fair review of the development and performance of the
business and the position of the issuer and the undertakings included in the consolidation
taken as a whole, together with a description of the principal risks and uncertainties that
they face.
We consider the annual report and accounts, taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Group’s
position and performance, business model and strategy.
Charles Wigoder
Non-Executive Chairman
18 June 2024
Nick Schoenfeld
Chief Financial Officer
18 June 2024
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Independent Auditor’s Report to the Members of Telecom
Plus PLC
1. Our opinion is unmodified
We have audited the financial statements of Telecom Plus PLC (“the Company”) for the year
ended 31 March 2024 which comprise the Consolidated Statement of Comprehensive Income,
Consolidated Balance Sheet, Company Balance Sheet, Consolidated and Company Cashflow
Statements, Consolidated Statement of Changes in Equity, Company Statement of Changes in
Equity, and the related notes, including the accounting policies in note (a) to (aa).
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 31 March 2024 and of the Group's profit for the
year then ended;
- the Group financial statements have been properly prepared in accordance with UK-
adopted international accounting standards;
- the parent Company financial statements have been properly prepared in accordance
with UK-adopted international accounting standards and as applied in accordance
with the provisions of the Companies Act 2006; and
- the financial statements have been prepared in accordance with the requirements of
the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs
(UK)”) and applicable law. Our responsibilities are described below. We believe that the audit
evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit
opinion is consistent with our report to the audit committee.
We were first appointed as auditor by the directors on 15 December 2015. The period of total
uninterrupted engagement is for the 10 financial years ended 31 March 2024.
We have fulfilled our ethical responsibilities under, and we remain independent of the Group in
accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed
public interest entities. No non-audit services prohibited by that standard were provided.
Overview
Materiality:
group financial statements
as a whole
£5.1m (2023: £3.9m)
5% (2023: 4.5%) of profit before tax
Coverage
99.9% (2023: 97.9%) of group profit
before tax
Key audit matters vs 2023
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Recurring risks
Expected Credit Losses on
Trade Receivables and
Accrued Income
◄►
Non-Smart Meter Energy
Revenue Recognition
▼
Recoverability of parent
company’s investment in
subsidiaries (Parent)
◄►
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most
significance in the audit of the financial statements and include the most significant assessed
risks of material misstatement (whether or not due to fraud) identified by us, including those
which had the greatest effect on: the overall audit strategy; the allocation of resources in the
audit; and directing the efforts of the engagement team. We summarise below the key audit
matters (unchanged from 2023), in decreasing order of audit significance, in arriving at our
audit opinion above, together with our key audit procedures to address those matters and, as
required for public interest entities, our results from those procedures. These matters were
addressed, and our results are based on procedures undertaken, in the context of, and solely
for the purpose of, our audit of the financial statements as a whole, and in forming our opinion
thereon, and consequently are incidental to that opinion, and we do not provide a separate
opinion on these matters.
The risk
Our response
Expected Credit
Losses on Trade
Receivables and
Accrued Income
(Loss allowance:
£59.0m; 2023:
£42.7m)
(Impairment loss
on trade
receivables:
£30.7m; 2023:
£28.7m)
Refer to page 85
(Audit Committee
Report), page 140
(accounting policy)
and pages 168-170
(financial
disclosures).
Subjective estimate:
Significant estimation
uncertainty is associated with
the expected credit loss
provision over trade
receivables and accrued
income at each reporting
date. Similar to the prior year,
uncertainty is still heightened
by the impact of the ongoing
cost of living pressure.
The allowance for expected
credit loss is recognised based
on an estimate of future cash
flows. In arriving at this
estimate, the Group considers
whether the customer is live
or closed (live being an
ongoing customer; closed
being a former customer), the
current ageing profile of debt,
historical collections
experience by payment plan,
Our procedures included:
— Test of Detail: Assessing the
segmentation of debt (principally
by age, between live and closed
accounts, and between
customers with or without a
prepayment meter or repayment
plan) by selecting a sample of
receivables and agreeing to
supporting documents.
— Re-calculation: Assessing
whether the expected credit loss
was accurately and consistently
calculated in accordance with the
Group's methodology.
— Historical comparisons:
Evaluate the appropriateness of
the Directors' estimate, by
comparison to historical cash
collection and write off data. We
have agreed the historical data
through a combination of third
party confirmations, and by
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and an assessment of current
economic conditions.
As part of our risk
assessment, we determined
that the expected credit
losses for trade receivables
has a high degree of
estimation uncertainty, with a
potential range of reasonable
outcomes greater than our
materiality for the financial
statements as a whole. The
financial statements (note
(b)(ii)) disclose the sensitivity
estimated by the Group.
selecting a sample of internal
data and agreeing to supporting
documents.
— Sector experience: Evaluate
how current and future economic
scenarios are incorporated into
the expected credit loss
provision, based on our
knowledge of the entity and
experience of the industry in
which it operates.
— Assessing transparency:
Assessing the adequacy of the
disclosures in respect of the
expected credit loss critical
accounting estimates,
judgements and assumptions,
sensitivities, and accounting
policies.
We performed the tests above rather
than seeking to rely on any of the
group's controls because the nature of
the balance is such that we would
expect to obtain audit evidence
primarily through the detailed
procedures described.
Our results
— We found the group's allowance
of the expected credit losses on
trade receivables and accrued
income to be acceptable (2023:
acceptable).
The risk
Our response
Non-smart meter
energy revenue
recognition
(£151.5 million;
2023:
£275.1m)
Refer to page 85
(Audit Committee
Report), pages 142 -
145 (accounting
policy) and page 152
Subjective estimate
A significant element of
Revenue recognised in
relation to the supply of gas
and electricity for non-smart
meters, includes making an
estimate of the volume of
energy supplied to customers
between the date of the last
meter reading and the year
end.
The method of estimating
usage is reliant on historical
Our procedures included:
— Risk Assessment: Assessing
the volume and nature of
customer complaints in relation
to estimated meter readings in
order to identify whether any
indicators exist of an
underlying issue with the
Group’s estimation of energy
usage that would require
further investigation.
— Assessing methodology:
Considering whether the
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(financial
disclosures).
data, and is subject to
volatility in weather patterns.
Since October 2022, customer
consumption patterns have
significantly changed in
response to high energy
prices, reducing the relevance
of historic data. To account
for changes in consumption
patterns, and the time lag in
receiving updated meter
readings for non-smart
meters, the company leverage
their real time Smart meter
usage data to adjust the
estimated usage for non-
smart meters.
The risk of misstatement is
that the estimated non-smart
meter energy revenue does
not reflect the gas and
electricity actually delivered
as at 31 March 2024. The
quantum of revenue subject
to an estimate is such that
even a relatively small
percentage error could result
in a materially misstated
outcome.
The effect of these matters is
that, as part of our risk
assessment, we determined
that non-smart meter energy
revenue has a high degree of
estimation uncertainty, with a
potential range of reasonable
outcomes greater than our
materiality for the financial
statements as a whole. The
financial statements (note
(b)(i)) disclose the sensitivity
estimated by the Group.
methodology used remains
appropriate, and assessing
whether the method is
consistently applied throughout
the year.
— Test of detail: Re-calculating
the estimate, including the
overlay adjustment that
leverages observed falls in
smart meter consumption to
reduce the estimated revenue
on non-smart meters. The
supporting actual and
estimated meter readings for
smart and non-smart meters
were sampled and agreed to
source documentation.
— Assessing transparency:
Assessing the adequacy of the
disclosures of the critical
accounting estimates,
judgements and assumptions,
sensitivities, and accounting
policies in respect of the
estimated non-smart meter
revenue.
We performed the tests above rather
than seeking to rely on any of the
group's controls because the nature of
the balance is such that we would
expect to obtain audit evidence
primarily through the detailed
procedures described.
Our results
— We found the resulting
estimate of non- smart meter
energy revenue to be
acceptable (2023 result:
acceptable).
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Recoverability of
parent company’s
investment in
subsidiary
(£277.5m; 2023:
£262.0m)
Refer to page 149
(accounting policy)
and pages 163 – 164
(financial
disclosures).
Low risk, high value
The carrying amount of the
parent company’s investment
in subsidiary represents 99%
(2023: 98%) of the
company’s total assets.
Recoverability of the
investment is not at a high
risk of significant
misstatement or subject to
significant judgement.
However, due to the size of
the investment in the context
of the parent company
financial statements and
materiality, this is considered
to be the area that had the
greatest effect on our overall
parent company audit.
Our procedures included:
— Tests of detail: Comparing
the carrying amount of the
investment value with the
subsidiary's draft balance sheet
to identify whether the net
assets, being an approximation
of their minimum recoverable
amount, were in excess of their
carrying amount and assessing
whether the subsidiary has
historically been profit-
making.
— Assessing subsidiary audit:
Assessing the work performed
on that subsidiary and
considering the results of our
work on that subsidiary's
profits and net assets.
We performed the tests above rather
than seeking to rely on any of the
group's controls because the nature of
the balance is such that we would
expect to obtain audit evidence
primarily through the detailed
procedures described.
Our results
— We found the Company's
conclusion that there is no
impairment of its investments
in subsidiary to be acceptable.
(2023 result: acceptable).
3. Our application of materiality and an overview of the scope of our audit
Materiality for the Group financial statements as a whole was set at £5.1m (2023: £3.9m),
determined with reference to a benchmark of Group profit before tax of £100.5m (2023:
£85.5m), of which it represents 5% (2023: 4.5%).
Materiality for the parent Company financial statements as a whole was set at £2.8m (2023:
£2.8m), determined with reference to a benchmark of Company total assets, of which it
represents 1.1% (2023: 1.1%).
In line with our audit methodology, our procedures on individual account balances and
disclosures were performed to a lower threshold, performance materiality, so as to reduce to an
acceptable level the risk that individually immaterial misstatements in individual account
balances add up to a material amount across the financial statements as a whole.
Performance materiality was set at 75% (2023: 75%) of materiality for the financial statements
as a whole, which equates to £3.8m (2023: £2.9m) for the Group and £2.3m (2023: £2.3m) for
the parent Company.
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We applied this percentage in our determination of performance materiality because all but one
factor did not indicate an elevated level of risk.
We agreed to report to the Audit Committee any corrected or uncorrected identified
misstatements exceeding £255,000 (2023: £193,500), in addition to other identified
misstatements that warranted reporting on qualitative grounds.
Of the Group’s 8 (2023: 10) reporting components, we subjected 3 (2023: 3) to full scope
audits for group purposes. All audits, including the audit of the parent company, were
conducted by the group team, with component materiality ranging from £2m to
£3.8m (2023: £1.74m to £3.1m).
The components within the scope of our work accounted for the percentages illustrated
opposite.
For the residual components, we performed analysis at an aggregated group level to re-
examine our assessment that there were no significant risks of material misstatement within
these.
The scope of the audit work performed was predominately substantive as we placed limited
reliance upon the Group’s internal control over financial reporting.
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4. The impact of climate change on our audit
We have considered the potential impacts of climate change on the financial statements as part
of the planning and risk assessment of our audit, and we held discussions with our climate
change professionals to challenge our risk assessment. The key factor relevant to this
consideration being that the principal activity of the company is as a reseller of utility services
as opposed to power generation within the energy sector. This limits any direct impact on the
financial statements and therefore no specific areas of focus were identified. We have read the
disclosure of climate related information in the front half of the annual report and considered
consistency with the financial statements and our audit knowledge.
5. Going concern
The directors have prepared the financial statements on the going concern basis as they do not
intend to liquidate the Group or the Company or to cease their operations, and as they have
concluded that the Group's and the Company's financial position means that this is realistic.
They have also concluded that there are no material uncertainties that could have cast
significant doubt over their ability to continue as a going concern for at least a year from the
date of approval of the financial statements ("the going concern period").
We used our knowledge of the Group, its industry, and the general economic environment to
identify the inherent risks to its business model and analysed how those risks might affect the
Group's and Company's financial resources or ability to continue operations over the going
concern period. The risks that we considered most likely to adversely affect the Group's and
Company's available financial resources over this period were:
- The potential churn of the customer base as a result of increased competition.
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- The ability of the customer base to pay for the services they are using as a result of
impacts from the "cost of living crisis".
We considered whether these risks could plausibly affect the liquidity and covenant compliance
in the going concern period by comparing severe, but plausible downside scenarios that could
arise from these risks individually and collectively against the level of available financial
resources and covenants indicated by the Group's financial forecasts.
We considered whether the going concern disclosure in note (b) to the financial statements
gives a full and accurate description of the Directors' assessment of going concern.
Our conclusions based on this work:
- we consider that the directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate;
- we have not identified, and concur with the directors' assessment that there is not, a
material uncertainty related to events or conditions that, individually or collectively, may
cast significant doubt on the Group's or Company's ability to continue as a going concern
for the going concern period;
- we have nothing material to add or draw attention to in relation to the directors'
statement in note (b) to the financial statements on the use of the going concern basis
of accounting with no material uncertainties that may cast significant doubt over the
Group and Company's use of that basis for the going concern period, and we found the
going concern disclosure in note (b) to be acceptable; and
- the related statement under the Listing Rules set out on pages 114 - 115 is materially
consistent with the financial statements and our audit knowledge.
However, as we cannot predict all future events or conditions and as subsequent events may
result in outcomes that are inconsistent with judgements that were reasonable at the time they
were made, the above conclusions are not a guarantee that the Group or the Company will
continue in operation.
6. Fraud and breaches of laws and regulations – ability to detect
To identify risks of material misstatement due to fraud ("fraud risks") we assessed events or
conditions that could indicate an incentive or pressure to commit fraud or provide an
opportunity to commit fraud. Our risk assessment procedures included:
- Enquiring of directors, the Audit and Risk Committee, and inspection of policy
documentation as to the Group's high- level policies and procedures to prevent and
detect fraud, including the Group's channel for "whistleblowing", as well as whether
they have knowledge of any actual, suspected or alleged fraud.
- Reading Board and audit committee meeting minutes.
- Considering remuneration incentive schemes and performance targets for
management and directors.
- Using analytical procedures to identify any unusual or unexpected relationships.
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We communicated identified fraud risks throughout the audit team and remained alert to any
indications of fraud throughout the audit.
As required by auditing standards, and taking into account possible pressures to meet profit
targets, we perform procedures to address the risk of management override of controls and the
risk of fraudulent revenue recognition, in particular the risk that Group management may be in
a position to make inappropriate accounting entries and the risk of bias in accounting estimates
such as non smart meter energy revenue and expected credit loss provisions. On this audit we
do not believe there is a fraud risk related to revenue recognition because revenue constitutes a
high value of individually small transactions with little judgement, as estimates are based on
data obtained from third parties, with limited opportunities for bias.
We identified a fraud risk related to expected credit losses on trade receivables and accrued
income because of the significant estimates and judgements required and potential pressures to
meet profit targets. Further details are set out in the key audit matter disclosure in section 2 of
this report.
We also performed procedures including:
- Identifying journal entries to test for all full scope components based on risk criteria and
comparing the identified entries to supporting documentation. These included revenue, cash
and intangible asset entries posted to unusual accounts.
Identifying and responding to risks of material misstatement related to compliance with laws
and regulations
We identified areas of laws and regulations that could reasonably be expected to have a
material effect on the financial statements from our general commercial and sector experience,
through discussion with the directors and other management (as required by auditing
standards), and from inspection of the Group’s regulatory and legal correspondence and
discussed with the directors and other management the policies and procedures regarding
compliance with laws and regulations.
We communicated identified laws and regulations throughout our team and remained alert to
any indications of non- compliance throughout the audit.
The potential effect of these laws and regulations on the financial statements varies
considerably.
Firstly, the Group is subject to laws and regulations that directly affect the financial statements
including financial reporting legislation (including related companies legislation), distributable
profits legislation and taxation legislation and we assessed the extent of compliance with these
laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Group is subject to many other laws and regulations where the consequences of
non-compliance could have a material effect on amounts or disclosures in the financial
statements, for instance through the imposition of fines or litigation. We identified the following
areas as those most likely to have such an effect: compliance with its licence obligations set by
Ofgem, Ofcom, FCA, and certain aspects of company legislation recognising the regulated
nature of the Group’s activities and its legal form. Auditing standards limit the required audit
procedures to identify non-compliance with these laws and regulations to enquiry of the
directors and other management and inspection of regulatory and legal correspondence, if any.
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Therefore if a breach of operational regulations is not disclosed to us or evident from relevant
correspondence, an audit will not detect that breach.
We discussed with the audit committee matters related to actual or suspected breaches of laws
or regulations, for which disclosure is not necessary, and considered any implications for our
audit.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have
detected some material misstatements in the financial statements, even though we have
properly planned and performed our audit in accordance with auditing standards. For example,
the further removed non-compliance with laws and regulations is from the events and
transactions reflected in the financial statements, the less likely the inherently limited
procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal controls. Our audit procedures are designed to detect material misstatement. We are
not responsible for preventing non-compliance or fraud and cannot be expected to detect non-
compliance with all laws and regulations.
7. We have nothing to report on the other information in the Annual Report
The directors are responsible for the other information presented in the Annual Report together
with the financial statements. Our opinion on the financial statements does not cover the other
information and, accordingly, we do not express an audit opinion or, except as explicitly stated
below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on
our financial statements audit work, the information therein is materially misstated or
inconsistent with the financial statements or our audit knowledge. Based solely on that work we
have not identified material misstatements in the other information.
Strategic report and directors' report
Based solely on our work on the other information:
- we have not identified material misstatements in the strategic report and the directors'
report;
- in our opinion the information given in those reports for the financial year is consistent
with the financial statements; and
- in our opinion those reports have been prepared in accordance with the Companies Act
2006.
Directors' remuneration report
In our opinion the part of the Directors' Remuneration Report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Disclosures of emerging and principal risks and longer-term viability
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We are required to perform procedures to identify whether there is a material inconsistency
between the directors' disclosures in respect of emerging and principal risks and the viability
statement, and the financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw attention to in relation to:
- the directors' confirmation within Risk, Control and Viability Statement, pages 114 - 115
that they have carried out a robust assessment of the emerging and principal risks
facing the Group, including those that would threaten its business model, future
performance, solvency and liquidity;
- the Principal Risks and Uncertainties disclosures describing these risks and how
emerging risks are identified, and explaining how they are being managed and
mitigated; and
- the directors' explanation in the Risk, Control and Viability Statement how they have
assessed the prospects of the Group, over what period they have done so and why they
considered that period to be appropriate, and their statement as to whether they have a
reasonable expectation that the Group will be able to continue in operation and meet its
liabilities as they fall due over the period of their assessment, including any related
disclosures drawing attention to any necessary qualifications or assumptions.
We are also required to review the Risk, Control and Viability Statement, set out on pages 114 -
115 under the Listing Rules. Based on the above procedures, we have concluded that the above
disclosures are materially consistent with the financial statements and our audit knowledge.
Our work is limited to assessing these matters in the context of only the knowledge acquired
during our financial statements audit. As we cannot predict all future events or conditions and
as subsequent events may result in outcomes that are inconsistent with judgements that were
reasonable at the time they were made, the absence of anything to report on these statements
is not a guarantee as to the Group's and Company's longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material inconsistency
between the directors' corporate governance disclosures and the financial statements and our
audit knowledge.
Based on those procedures, we have concluded that each of the following is materially
consistent with the financial statements and our audit knowledge:
— the directors' statement that they consider that the annual report and financial
statements taken as a whole is fair, balanced and understandable, and provides the
information necessary for shareholders to assess the Group's position and performance,
business model and strategy;
— the section of the annual report describing the work of the Audit Committee, including
the significant issues that the audit committee considered in relation to the financial
statements, and how these issues were addressed; and
— the section of the annual report that describes the review of the effectiveness of the
Group's risk management and internal control systems.
Telecom Plus PLC Page 129 of 189 31 March 2024
Registered number 3263464
We are required to review the part of the Corporate Governance Statement relating to the
Group's compliance with the provisions of the UK Corporate Governance Code specified by the
Listing Rules for our review.
We have nothing to report in these respect.
8. We have nothing to report on the other matters on which we are required to report
by exception
Under the Companies Act 2006, we are required 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 and the part of the Directors'
Remuneration Report to be audited 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.
We have nothing to report in these respects.
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on pages 116 - 117, the directors are
responsible for: the preparation of the financial statements including being satisfied that they
give a true and fair view; such internal control as they determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to
fraud or error; assessing the Group and parent Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern; and using the going
concern basis of accounting unless they either intend to liquidate the Group or the parent
Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue our
opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not
guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at
www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial report
prepared under Disclosure Guidance and Transparency Rule 4.1.17R and 4.1.18R. This auditor’s
Telecom Plus PLC Page 130 of 189 31 March 2024
Registered number 3263464
report provides no assurance over whether the annual financial report has been prepared in
accordance with those requirements.
10. The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3
of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might
state to the Company’s members those matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the Company’s members, as a
body, for our audit work, for this report, or for the opinions we have formed.
Robert Seale (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London
E14 5GL
18 June 2024
Telecom Plus PLC Page 131 of 189 31 March 2024
Registered number 3263464
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2024
Note
2024 | 2023 | ||
£’000 | £’000 | ||
Revenue | 1 | ||
Cost of sales | ( | ( | |
Gross profit | |||
Distribution expenses | ( | ( | |
Administrative expenses - other | ( | ( | |
Share incentive scheme charges | 21 | ( | ( |
Amortisation of energy supply contract intangible | 7 | ( | ( |
Total administrative expenses | ( | ( | |
Impairment loss on trade receivables | 13 | ( | ( |
Other income | 1 | ||
Operating profit | 2 | ||
Financial income | |||
Financial expenses | 3 | ( | ( |
Net financial expense | ( | ( | |
Profit on disposal of subsidiary | 24 | ||
Profit before taxation | |||
Taxation | 5 | ( | ( |
Profit for the period | |||
Profit and other comprehensive income for the year attributable to owners of the parent | |||
Loss for the year attributable to non-controlling interest | ( | ||
Profit for the period | |||
Basic earnings per share | 19 | ||
Diluted earnings per share | 19 |
The accompanying notes form part of these financial statements.
Telecom Plus PLC Page 132 of 189 31 March 2024
Registered number 3263464
Consolidated Balance Sheet
As at 31 March 2024
Assets | Note | 2024 | 2023 |
Non-current assets | £’000 | £’000 | |
Property, plant and equipment | 6 | ||
Investment property | 6 | ||
Intangible assets | 7 | ||
Goodwill | 8 | ||
Other non-current assets | 12 | ||
Total non-current assets | |||
Current assets | |||
Inventories | |||
Trade and other receivables | 13 | ||
Current tax receivable | |||
Accrued income | 13 | ||
Prepayments | |||
Costs to obtain contracts | 14 | ||
Cash | |||
Total current assets | |||
Total assets | |||
Current liabilities | |||
Trade and other payables | 16 | ( | ( |
Accrued expenses and deferred income | 17 | ( | ( |
Total current liabilities | ( | ( | |
Non-current liabilities | |||
Long term borrowings | 15 | ( | ( |
Lease liabilities | 15 | ( | ( |
Deferred tax | 10 | ( | ( |
Total non-current liabilities | ( | ( | |
Total assets less total liabilities | |||
Equity attributable to equity holders of the parent | |||
Share capital | 18 | ||
Share premium | |||
Capital redemption reserve | |||
Treasury shares | 18 | ( | ( |
JSOP reserve | ( | ( | |
Retained earnings | |||
Total equity |
These accounts were approved and authorised for issue by the Board on 18 June 2024.
Stuart Burnett Director
Nick Schoenfeld Director
The accompanying notes form part of these financial statements.
Company number: 3263464
Telecom Plus PLC Page 133 of 189 31 March 2024
Registered number 3263464
Company Balance Sheet
As at 31 March 2024
Note
2024
2023
Assets
£’000
£’000
Non-current assets
Investments in subsidiary undertakings
9
277,480
262,037
Other non-current assets
12
2,275
2,956
Total non-current assets
279,755
264,993
Current assets
Trade and other receivables
13
267
317
Prepayments and accrued income
206
225
Cash
48
1,056
Total current assets
521
1,598
Total assets
280,276
266,591
Current liabilities
Trade and other payables
16
(24,383)
(44,321)
Accrued expenses and deferred income
17
(18)
(117)
Total current liabilities
(24,401)
(44,438)
Non-current liabilities
-
-
Total assets less total liabilities
255,875
222,153
Equity
Share capital
18
4,001
3,997
Share premium
151,553
150,652
Capital redemption reserve
107
107
Treasury shares
18
(15,688)
(5,502)
Retained earnings
115,902
72,899
Total equity
255,875
222,153
By virtue of section 408 of the Companies Act 2006 the Company is exempt from presenting a statement of
comprehensive income. The Company made a loss for the year of £1,458,000 before the distributions from subsidiary
companies of £94,000,000 (2023: loss of £1,342,000 before receipt of distributions from subsidiary companies of
£60,000,000).
These accounts were approved and authorised for issue by the Board on 18 June 2024
Stuart Burnett Director
Nick Schoenfeld Director
The accompanying notes form part of these financial statements.
Company number: 3263464
Telecom Plus PLC Page 134 of 189 31 March 2024
Registered number 3263464
Consolidated and Company Cash Flow Statements
For the year ended 31 March 2024
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
Operating activities | £’000 | £’000 | £’000 | £’000 |
Profit before taxation | 92,542 | 58,658 | ||
Adjustments for: | ||||
Distributions from subsidiary companies | (94,000) | (60,000) | ||
Net financial expense | - | - | ||
Profit on disposal of subsidiary | ( | - | - | |
Depreciation of property, plant and equipment | - | - | ||
Profit on disposal of fixed assets | ( | ( | - | - |
Amortisation of intangible assets and impairment | - | - | ||
Amortisation of debt arrangement fees | - | - | ||
Decrease/(increase) in inventories | ( | - | - | |
(Increase)/decrease in trade and other receivables (including Costs to obtain contracts) | ( | ( | 750 | (285) |
(Decrease)/increase in trade and other payables | ( | 20 | (14) | |
Decrease in inter-company payable | (20,057) | (10,941) | ||
Share incentive scheme charges | - | - | ||
Corporation tax paid | ( | ( | - | - |
Net cash flow from operating activities | ( | (20,745) | (12,582) | |
Investing activities | ||||
Purchase of property, plant and equipment | ( | ( | - | - |
Purchase of intangible assets | ( | ( | - | - |
Disposal of property, plant and equipment | - | - | ||
Disposal of associated companies | - | - | ||
Distributions from subsidiary companies | 94,000 | 60,000 | ||
Cash held in subsidiaries at disposal | ( | - | - | |
Interest received | - | - | ||
Cash flow from investing activities | ( | ( | 94,000 | 60,000 |
Financing activities | ||||
Dividends paid | ( | ( | (64,982) | (50,601) |
Interest paid | ( | ( | - | - |
Interest paid on lease liabilities | ( | ( | - | - |
Drawdown of long term borrowing facilities | - | - | ||
Repayment of long term borrowing facilities | ( | ( | - | - |
Fees associated with borrowing facilities | ( | - | - | |
Repayment of lease liabilities | ( | ( | - | - |
Issue of new ordinary shares | 905 | 3,561 | ||
Purchase of own shares | ( | (10,186) | - | |
Cash flow from financing activities | ( | (74,263) | (47,040) | |
(Decrease)/increase in cash and cash equivalents | ( | (1,008) | 378 | |
Net cash and cash equivalents at the beginning of the year | 1,056 | 678 | ||
Net cash and cash equivalents at the year end | 48 | 1,056 |
The accompanying notes form part of these financial statements.
Telecom Plus PLC Page 135 of 189 31 March 2024
Registered number 3263464
Consolidated Statement of Changes in Equity
For the year ended 31 March 2024
Consolidated
Capital | Non- | |||||||
Share | Share | redemption | Treasury | JSOP | Retained | controlling | ||
capital | premium | reserve | shares | reserve | earnings | interest | Total | |
£’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Balance at 1 April 2022 | ( | ( | ( | |||||
Profit and total | ( | |||||||
comprehensive income | ||||||||
Dividends | ( | ( | ||||||
Credit arising on share | ||||||||
options | ||||||||
Deferred tax on share options | ( | ( | ||||||
Issue of new ordinary shares | ||||||||
Disposal of non-controlling | ||||||||
interest | ||||||||
Balance at 31 March 2023 | ( | ( | ||||||
Balance at 1 April 2023 | ( | ( | ||||||
Profit and total | ||||||||
comprehensive income | ||||||||
Dividends | ( | ( | ||||||
Credit arising on share | ||||||||
options | ||||||||
Deferred tax on share options | ( | ( | ||||||
Issue of new ordinary shares | ||||||||
Purchase of treasury shares | ( | ( | ||||||
Balance at 31 March 2024 | ( | ( |
The accompanying notes form part of these financial statements.
Telecom Plus PLC Page 136 of 189 31 March 2024
Registered number 3263464
Company Statement of Changes in Equity
For the year ended 31 March 2024
Company
Share
capital
Share
premium
Capital
redemption
reserve
Treasury
shares
Retained
earnings
Total
£’000
£’000
£’000
£’000
£’000
£’000
Balance at 1 April 2022
3,976
147,112
107
(5,502)
64,842
210,535
Loss for the year
-
-
-
-
(1,342)
(1,342)
Distributions from subsidiary companies
-
-
-
-
60,000
60,000
Total comprehensive income for the year
-
-
-
-
58,658
58,658
Dividends
-
-
-
-
(50,601)
(50,601)
Issue of new ordinary shares
21
3,540
-
-
-
3,561
Balance at 31 March 2023
3,997
150,652
107
(5,502)
72,899
222,153
Balance at 1 April 2023
3,997
150,652
107
(5,502)
72,899
222,153
Loss for the year
-
-
-
-
(1,458)
(1,458)
Distributions from subsidiary companies
-
-
-
-
94,000
94,000
Total comprehensive income for the year
-
-
-
-
92,542
92,542
Dividends
-
-
-
-
(64,982)
(64,982)
Credit arising on share options*
-
-
-
-
15,443
15,443
Issue of new ordinary shares
4
901
-
-
-
905
Purchase of treasury shares
-
-
-
(10,186)
-
(10,186)
Balance at 31 March 2024
4,001
151,553
107
(15,688)
115,902
255,875
The accompanying notes form part of these financial statements.
* In the current year, the Parent Company Balance Sheet has been amended to show the cumulative impact of share-based
payments on the reserves and the investment in subsidiary undertakings of the Parent Company. This is due to the Parent
Company being the entity that issues new ordinary shares to satisfy the exercise of share options by employees of the subsidiary
undertakings of the Group.
Telecom Plus PLC Page 137 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Telecom Plus PLC Page 138 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
(b) Basis of preparation (continued)
Telecom Plus PLC Page 139 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
(b) Basis of preparation (continued)
Telecom Plus PLC Page 140 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
(b) Basis of preparation (continued)
(i) Revenue recognition (continued)
Telecom Plus PLC Page 141 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
Telecom Plus PLC Page 142 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
Telecom Plus PLC Page 143 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
(d) Revenue (continued)
Telecom Plus PLC Page 144 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
(d) Revenue (continued)
Telecom Plus PLC Page 145 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
(d) Revenue (continued)
Telecom Plus PLC Page 146 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Telecom Plus PLC Page 147 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
(g) Leases (continued)
Telecom Plus PLC Page 148 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
Freehold buildings | 50 years | |
Freehold and leasehold improvements | 3 to 25 years | |
Plant and machinery | 15 years | |
Fixtures, fittings and office equipment | ||
- | Fixtures and fittings | 7 to 10 years |
- | Computer and office equipment | 3 to 5 years |
Motor vehicles | 3 to 4 years |
Telecom Plus PLC Page 149 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
Telecom Plus PLC Page 150 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
Telecom Plus PLC Page 151 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Significant accounting policies (continued)
Telecom Plus PLC Page 152 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
2024 | 2023 | |
£’000 | £’000 | |
Electricity | 1,066,661 | 1,214,683 |
Gas | 708,013 | 1,028,267 |
Landline and broadband | 141,867 | 132,678 |
Mobile | 70,874 | 56,777 |
Other | 51,716 | 42,755 |
2,039,131 | 2,475,160 |
2023 | ||
£’000 | £’000 | |
Contract liabilities, which are included in deferred income | 1,338 | 488 |
Telecom Plus PLC Page 153 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
1. Revenue and Alternative Performance Measures disclosure (continued)
Group | 2024 | 2023 |
£’000 | £’000 | |
Statutory profit before tax | 100,477 | 85,454 |
Adjusted for: | ||
Loss for period attributable to non-controlling interest | - | 265 |
Amortisation of energy supply contract intangible assets | 11,228 | 11,228 |
Share incentive scheme charges | 5,160 | 2,849 |
Profit on disposal of subsidiary – Glow Green | - | (3,595) |
Adjusted profit before tax | 116,865 | 96,201 |
Group | 2024 | 2023 |
£’000 | £’000 | |
Operating profit | 106,250 | 85,894 |
Adjusted for: | ||
Depreciation, amortisation and impairment | 21,841 | 21,375 |
EBITDA | 128,091 | 107,269 |
Share incentive scheme charges | 5,160 | 2,849 |
Adjusted EBITDA | 133,251 | 110,118 |
Telecom Plus PLC Page 154 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
1. Revenue and Alternative Performance Measures disclosure (continued)
Group | 2024 | 2023 |
£’000 | £’000 | |
Long-term borrowings | (176,509) | (89,721) |
Lease liabilities | (3,821) | (659) |
Less | ||
Cash on balance sheet | 57,829 | 193,804 |
Energy support scheme funds received in advance | - | (120,800) |
Adjusted cash | 57,829 | 73,004 |
Net debt | (122,501) | (17,376) |
Adjusted EBITDA | 133,251 | 110,118 |
Net debt/adjusted EBITDA | 0.9x | 0.2x |
Telecom Plus PLC Page 155 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
2023 | ||
£’000 | £’000 | |
Depreciation and amortisation | 21,618 | 21,375 |
Profit on disposal of fixed assets | (129) | (85) |
Auditor’s remuneration - audit of Company and consolidated accounts | 694 | 400 |
- audit of subsidiaries of the Company | 32 | 95 |
- audit related assurance services | 57 | 35 |
Inventories expensed | 16,283 | 15,296 |
Trade receivables and accrued income impairment loss | 30,712 | 28,675 |
Rental income | (911) | (969) |
2024 | 2023 | |
£’000 | £’000 | |
Interest costs on bank loans and overdrafts | 9,229 | 5,032 |
Interest costs on lease liabilities | 26 | 17 |
Other financial expenses | - | 2 |
Total financial expenses | 9,255 | 5,051 |
Telecom Plus PLC Page 156 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
2024 | 2023 | |
£’000 | £’000 | |
The total charge in the Statement of Comprehensive Income | ||
comprised the following: | ||
Wages and salaries | 106,106 | 80,495 |
Social security costs | 9,729 | 9,853 |
Pension contributions | 3,563 | 2,454 |
119,398 | 92,802 | |
Share incentive scheme charges | 5,160 | 2,849 |
124,558 | 95,651 |
2023 | ||
Employees | 2,493 | 2,078 |
2023 | ||
£’000 | £’000 | |
Current tax charge | ||
Current year – UK tax | 29,320 | 17,566 |
Current year – Foreign tax | 40 | 12 |
Adjustments in respect of prior years | (114) | (108) |
29,246 | 17,470 | |
Deferred tax charge | ||
Decelerated capital allowances | (85) | 371 |
Other timing differences | 273 | (746) |
Effect of tax rate change on opening balance | - | (118) |
Adjustment in respect of prior years | 6 | 316 |
194 | (177) | |
Total tax charge | 29,440 | 17,293 |
Telecom Plus PLC Page 157 of 189 31 March 2024 Registered number 3263464 Notes to the consolidated financial statements 5. Taxation (continued) | ||
Telecom Plus PLC Page 158 of 56 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Fixtures, | ||||||||
Freehold | Leasehold | Freehold & | fittings & | |||||
Investment | land & | land & | leasehold | Plant & | office | Motor | ||
property | buildings | buildings | improvements | machinery | equipment | vehicles | Total | |
Group | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
2024 | ||||||||
Cost | ||||||||
At 1 April 2023 | 14,129 | 26,958 | 1,086 | 266 | 757 | 21,611 | 883 | 65,690 |
Additions | 12 | - | 3,414 | 365 | 43 | 374 | 88 | 4,296 |
Disposals | - | - | - | - | - | - | (236) | (236) |
At 31 March 2024 | 14,141 | 26,958 | 4,500 | 631 | 800 | 21,985 | 735 | 69,750 |
Depreciation | ||||||||
At 1 April 2023 | (5,858) | (6,859) | (454) | (266) | (382) | (17,075) | (709) | (31,603) |
Charge for the year | (234) | (846) | (260) | (14) | (53) | (2,061) | (93) | (3,561) |
Disposals | - | - | - | - | - | - | 236 | 236 |
At 31 March 2024 | (6,092) | (7,705) | (714) | (280) | (435) | (19,136) | (566) | (34,928) |
Net book amounts | ||||||||
At 31 March 2024 | 8,049 | 19,253 | 3,786 | 351 | 365 | 2,849 | 169 | 34,822 |
Telecom Plus PLC Page 159 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
6. Property, plant and equipment (continued)
Fixtures, | ||||||||
Freehold | Leasehold | Freehold & | fittings & | |||||
Investment | land & | land & | leasehold | Plant & | office | Motor | ||
property | buildings | buildings | improvements | machinery | equipment | vehicles | Total | |
£’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Group | ||||||||
2023 | ||||||||
Cost | ||||||||
At 1 April 2022 | 13,923 | 27,147 | 1,086 | 266 | 741 | 18,178 | 979 | 62,320 |
Additions | 206 | - | - | - | 16 | 3,433 | 69 | 3,724 |
Adjustments | - | (189) | - | - | - | - | - | (189) |
Disposals | - | - | - | - | - | - | (165) | (165) |
At 31 March 2023 | 14,129 | 26,958 | 1,086 | 266 | 757 | 21,611 | 883 | 65,690 |
Depreciation | ||||||||
At 1 April 2022 | (5,578) | (6,018) | (344) | (266) | (332) | (14,504) | (753) | (27,795) |
Charge for the year | (280) | (841) | (110) | - | (50) | (2,571) | (116) | (3,968) |
Disposals | - | - | - | - | - | - | 160 | 160 |
At 31 March 2023 | (5,858) | (6,859) | (454) | (266) | (382) | (17,075) | (709) | (31,603) |
Net book amounts | ||||||||
At 31 March 2023 | 8,271 | 20,099 | 632 | - | 375 | 4,536 | 174 | 34,087 |
At 31 March 2022 | 8,345 | 21,129 | 742 | - | 409 | 3,674 | 226 | 34,525 |
Telecom Plus PLC Page 160 of 56 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
6. Property, plant and equipment (continued)
Energy | IT Software & | ||
Supply | Web | ||
Contract | Development | Total | |
£’000 | £’000 | £’000 | |
2024 | |||
Cost | |||
At 1 April 2023 | 224,563 | 43,224 | 267,787 |
Additions | - | 11,614 | 11,614 |
Impairment | - | (223) | (223) |
Adjustments | - | (40) | (40) |
At 31 March 2024 | 224,563 | 54,575 | 279,138 |
Amortisation | |||
At 1 April 2023 | (104,795) | (20,501) | (125,296) |
Charge for the period | (11,228) | (6,829) | (18,057) |
At 31 March 2024 | (116,023) | (27,330) | (143,353) |
Net book amount at 31 March 2024 | 108,540 | 27,245 | 135,785 |
Telecom Plus PLC Page 161 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
7. Intangible assets (continued)
Energy | IT Software & | ||
Supply | Web | ||
Contract | Development | Total | |
£’000 | £’000 | ||
£’000 | |||
2023 | |||
Cost | |||
At 1 April 2022 | 224,563 | 35,744 | 260,307 |
Additions | - | 7,480 | 7,480 |
At 31 March 2023 | 224,563 | 43,224 | 267,787 |
Amortisation | |||
At 1 April 2022 | (93,567) | (14,322) | (107,889) |
Charge for the period | (11,228) | (6,179) | (17,407) |
At 31 March 2023 | (104,795) | (20,501) | (125,296) |
Net book amount at 31 March 2023 | 119,768 | 22,723 | 142,491 |
Net book amount at 31 March 2022 | 130,996 | 21,422 | 152,418 |
Telecom Plus PLC Page 162 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
7. Intangible assets (continued)
£’000 | |
Cost | |
At 1 April 2023 and 31 March 2024 | 3,742 |
Impairment | |
At 1 April 2023 and 31 March 2024 | - |
Carrying amounts | |
At 31 March 2024 | 3,742 |
£’000 | |
Cost | |
At 1 April 2022 and 31 March 2023 | 6,094 |
Impairment | |
At 1 April 2022 and 31 March 2023 | (2,352) |
Carrying amounts | |
At 31 March 2023 | 3,742 |
Telecom Plus PLC Page 163 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
8. Goodwill (continued)
Telecom Plus PLC Page 164 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
9. Investments (continued)
Investment in subsidiary companies (continued)
Telecom Plus PLC Page 165 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
£’000 | £’000 | £’000 | £’000 | |
Tax effect of temporary differences: | ||||
Accelerated capital allowances | (2,931) | (3,021) | - | - |
Other short term temporary differences | 27 | 145 | - | - |
Transitional tax adjustments relating to IFRS 9 | 43 | 65 | - | - |
Share based payments | 1,762 | 1,917 | - | - |
Transfers from acquisitions | (37) | (37) | - | - |
Transfers to liabilities classified as held for sale | 30 | 30 | - | - |
(1,106) | (901) | - | - |
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
£’000 | £’000 | £’000 | £’000 | |
At 1 April | (901) | (1,078) | - | - |
Transfers to liabilities classified as held for sale | - | - | - | - |
Charged to the Statement of Comprehensive Income | (194) | 177 | - | - |
Taken to equity | (11) | - | - | - |
Other differences | - | - | - | - |
At 31 March | (1,106) | (901) | - | - |
11. Leases as lessor
Finance leases
In the provision of broadband services, the Group provides customers with a broadband router
at the start of their contract. The terms and conditions under which broadband routers are
supplied to customers mean that routers are accounted for as finance leases.
To manage the risks associated with their rights to the underlying right of use assets pertaining
to the finance lease, the agreement stipulates that routers must be returned or else a
termination fee will apply. This termination fee reduces by 50% after two years, but there is no
expiry date.
Interest income of £3.2m (2023: £2.3m) has been recognised in profit or loss in respect of
finance leases.
Telecom Plus PLC Page 166 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
11. Leases as lessor (continued)
Finance leases (continued)
2023 | ||
£’000 | £’000 | |
Less than one year | 6,522 | 5,269 |
Between one and two years | 6,522 | 5,269 |
Between two and three years | 6,522 | 5,269 |
Between three and four years | 6,522 | 5,269 |
Between four and five years | 3,196 | 3,864 |
More than five years | 2,649 | 2,731 |
Total undiscounted lease receivable | 31,933 | 27,671 |
Unearned finance lease income | (8,182) | (7,614) |
Net investment in finance leases | 23,751 | 20,057 |
2023 | ||
£’000 | £’000 | |
Less than one year | 1,246 | 1,137 |
Between one and two years | 1,083 | 923 |
Between two and three years | 1,050 | 776 |
Between three and four years | 905 | 769 |
Between four and five years | 1,135 | 508 |
More than five years | 856 | 695 |
Total undiscounted hire purchase agreement receivable | 6,275 | 4,808 |
Telecom Plus PLC Page 167 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
11. Leases as lessor (continued)
2023 | ||
£’000 | £’000 | |
Less than one year | 803 | 803 |
Between one and two years | 803 | 803 |
Between two and three years | 803 | 803 |
Between three and four years | 712 | 803 |
Between four and five years | 43 | 712 |
More than five years | 2,504 | 2,504 |
5,668 | 6,428 |
12. Other non-current assets
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
£’000 | £’000 | £’000 | £’000 | |
Hire purchase agreements receivable | 5,029 | 3,681 | - | - |
Finance lease assets | 23,162 | 19,514 | - | - |
Loan to JSOP Share Trust | - | - | 2,275 | 2,275 |
Trade receivables | 19,030 | 14,728 | - | - |
Loan receivable | 6,450 | 6,450 | - | - |
Other non-current receivables | 2,221 | 3,156 | - | 681 |
Total other non-current assets | 55,892 | 47,529 | 2,275 | 2,956 |
Hire purchase agreements receivable relates to branded vehicles supplied to distributors on hire
purchase agreements (see note 11). The loan receivable from the JSOP Share Trust does not
bear interest and is repayable on demand. There is no current expectation that the loan will be
recalled by the Company within the next 12 months. Finance lease assets represent assets
where the Company is the lessor. Non-current assets include Expected Credit Losses of £11.7m
(2023: £8.5m) against trade receivables. The Expected Credit Losses on all other non-current
assets are not material as the balances are not overdue. The loan receivable relates to amounts
owed by former subsidiary Glow Green.
Telecom Plus PLC Page 168 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
£’000 | £’000 | £’000 | £’000 | |
Trade receivables | 86,606 | 50,241 | - | - |
Other receivables | 16,214 | 7,495 | 267 | 317 |
Hire purchase agreements receivable | 1,246 | 1,127 | - | - |
Trade and other receivables | 104,066 | 58,863 | 267 | 317 |
Accrued income | 222,036 | 267,576 | - | - |
Trade and other receivables | 104,066 | 58,863 | 267 | 317 |
Accrued income | 222,036 | 267,576 | - | - |
Receivables and accrued income (net) | 326,102 | 326,439 | 267 | 317 |
Telecom Plus PLC Page 169 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
13. Receivables and accrued income (continued)
Allowance for credit losses on trade receivables and accrued income from customer
invoicing (continued)
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
£’000 | £’000 | £’000 | £’000 | |
Allowances as at 1 April | 42,691 | 25,026 | - | - |
Additions – charged to consolidated income | ||||
statement | 30,712 | 28,675 | - | - |
Allowances used on fully written down receivables | (14,383) | (11,010) | - | - |
Allowances as at 31 March | 59,020 | 42,691 | - | - |
Analysis of trade receivables and accrued income from customer invoicing
The tables below show an aged debt analysis between debts owed by customers who are still
supplied by the Group (“Live”) and customers who are no longer supplied by the group
(“Closed”).
As at 31 March | Live | Closed | Total | ||||
2024 | Gross | Allowance | Gross | Allowance | Gross | Allowance | Net |
£’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Accrued income - not past due | 225,516 | (3,480) | - | - | 225,516 | (3,480) | 222,036 |
Trade receivables - past due | |||||||
0-30 days | 12,703 | (2,803) | 1,874 | (1,034) | 14,577 | (3,837) | 10,740 |
31-90 days | 24,106 | (5,575) | 4,602 | (3,703) | 28,708 | (9,278) | 19,430 |
>91 days | 68,223 | (14,533) | 18,947 | (16,201) | 87,170 | (30,734) | 56,436 |
Total past due | 105,032 | (22,911) | 25,423 | (20,938) | 130,455 | (43,849) | 86,606 |
Trade receivables | |||||||
Total due in over 1 | 30,721 | (11,691) | - | - | 30,721 | (11,691) | 19,030 |
year | |||||||
Total trade | 135,753 | (34,602) | 25,423 | (20,938) | 161,176 | (55,540) | 105,636 |
receivables | |||||||
Total | 361,269 | (38,082) | 25,423 | (20,938) | 386,692 | (59,020) | 327,672 |
Telecom Plus PLC Page 170 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
13. Receivables and accrued income (continued)
Analysis of trade receivables and accrued income from customer invoicing (continued)
As at 31 March | Live | Closed | Total | ||||
2023 | Gross | Allowance | Gross | Allowance | Gross | Allowance | Net |
£’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Accrued income - not past due | 274,090 | (6,514) | - | - | 274,090 | (6,514) | 267,576 |
Trade receivables - past due | |||||||
0-30 days | 11,490 | (2,669) | 1,525 | (323) | 13,015 | (2,992) | 10,023 |
31-90 days | 22,174 | (5,815) | 3,367 | (2,583) | 25,541 | (8,398) | 17,143 |
>91 days | 31,527 | (9,561) | 7,789 | (6,680) | 39,316 | (16,241) | 23,075 |
Total past due | 65,191 | (18,045) | 12,681 | (9,586) | 77,872 | (27,631) | 50,241 |
Trade receivables | |||||||
Total due in over 1 | |||||||
year | 23,274 | (8,546) | - | - | 23,274 | (8,546) | 14,728 |
Total trade | 88,465 | (26,591) | 12,681 | (9,586) | 101,146 | (36,177) | 64,969 |
receivables | |||||||
Total | 362,555 | (33,105) | 12,681 | (9,586) | 375,236 | (42,691) | 332,545 |
2023 | ||
£’000 | £’000 | |
Commissions paid to acquire contracts | 2,829 | 3,152 |
Commissions paid in advance | 20,582 | 17,760 |
23,411 | 20,912 |
Telecom Plus PLC Page 171 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
14. Costs to obtain contracts (continued)
2023 | ||
£’000 | £’000 | |
As at 1 April | 89,721 | 99,215 |
Changes from financing cashflows | ||
Drawdown of bank loans | 108,550 | 55,000 |
Drawdown of private placement loans | 75,000 | - |
Repayment of bank loans | (95,000) | (65,000) |
Total changes from financing cashflows | 88,550 | (10,000) |
Other changes - arrangement fees | ||
Additions | (2,151) | - |
Amortisation | 389 | 506 |
Total other changes | (1,762) | 506 |
Total long-term borrowings as at 31 March | 176,509 | 89,721 |
Interest expense | 9,255 | 5,051 |
Interest paid | 7,195 | 4,934 |
Due within one year | - | - |
Due after one year | 178,550 | 90,000 |
178,550 | 90,000 |
Telecom Plus PLC Page 172 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
15. Interest bearing loans and borrowings (continued)
Bank loans (continued)
2023 | ||
£’000 | £’000 | |
Due in one year or less | 11,975 | - |
Due in more than one year but not more than two years | 11,975 | 102,049 |
Due in more than two years but not more than five years | 213,157 | - |
237,107 | 102,049 |
Telecom Plus PLC Page 173 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
15. Interest bearing loans and borrowings (continued)
2023 | ||
£’000 | £’000 | |
As at 1 April | 659 | 766 |
Additional lease liability | 3,414 | - |
Changes from financing cashflows | ||
Payment of lease liabilities | (278) | (124) |
Interest relating to lease liabilities | 26 | 17 |
Total changes from financing cashflows | (252) | (107) |
As at 31 March | 3,821 | 659 |
The additional lease liability relates to the Group’s new central London hub office in Farringdon. | ||
Maturity analysis | ||
Group | 2024 | 2023 |
£’000 |
Telecom Plus PLC Page 174 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
£’000 | £’000 | £’000 | £’000 | |
Accrued expenses | 112,385 | 359,348 | 18 | 117 |
Energy payment on account creditors* | 56,407 | 57,518 | - | - |
Insurance technical provisions | 11,178 | - | - | - |
Deferred income | 1,338 | 488 | - | - |
181,308 | 417,354 | 18 | 117 |
Telecom Plus PLC Page 175 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
2023 | ||||
Number | Number | |||
(‘000) | £’000 | (‘000) | £’000 | |
Authorised ordinary shares of 5p each in the Company | 160,000 | 8,000 | 160,000 | 8,000 |
Allotted, called up and fully paid ordinary share capital: | ||||
At 1 April | 79,937 | 3,997 | 79,508 | 3,976 |
Issue of new ordinary shares | 79 | 4 | 429 | 21 |
At 31 March | 80,016 | 4,001 | 79,937 | 3,997 |
Authorised ‘B’ shares of 2p each in subsidiary | 650 | 13 | 650 | 13 |
Allotted and fully paid ‘B’ share capital: | ||||
At 1 April | 330 | 6 | 330 | 6 |
Issue of new ‘B’ shares | - | - | - | - |
Cancellation of ‘B’ shares | - | - | - | - |
At 31 March | 330 | 6 | 330 | 6 |
Total Group share capital at 31 March | 4,007 | 4,003 |
Telecom Plus PLC Page 176 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
18. Capital and reserves (continued)
2024 | 2023 | |
£’000 | £’000 | |
Prior year final paid 46p (2023: 30p) per share | 36,445 | 23,689 |
Interim paid 36p (2023: 34p) per share | 28,537 | 26,912 |
Telecom Plus PLC Page 177 of 56 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
2024 | 2023 | |
£'000 | £'000 | |
Earnings for the purpose of basic and diluted EPS | 71,037 | 68,426 |
Share incentive scheme charges (net of tax) | 3,901 | 2,346 |
Amortisation of energy supply contract intangible assets | 11,228 | 11,228 |
Profit on disposal of subsidiary | - | (3,595) |
Earnings excluding share incentive scheme charges and amortisation of intangibles for the purpose of adjusted basic | 86,166 | 78,405 |
and diluted EPS | Number | Number |
(‘000s) | (‘000s) | |
Weighted average number of ordinary shares for the purpose of basic EPS | 79,058 | 79,049 |
Effect of dilutive potential ordinary shares (share incentive | 963 | 1,220 |
awards) | ||
Weighted average number of ordinary shares for the purpose of diluted EPS | 80,021 | 80,269 |
Adjusted basic EPS 1 | 109.0p | 99.2p |
Basic EPS | 89.9p | 86.6p |
Adjusted diluted EPS 1 | 107.7p | 97.7p |
Diluted EPS | 88.8p | 85.2p |
Telecom Plus PLC Page 178 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Telecom Plus PLC Page 179 of 56 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
2024 | 2023 | |||
Number | Weighted | Number | Weighted | |
average | average | |||
exercise | exercise | |||
price | price | |||
At 1 April | 3,292,856 | 1,706p | 2,639,501 | 1,261p |
Options granted | 1,792,600 | 1,562p | 1,755,252 | 2,181p |
Options exercised | (123,261) | 1,318p | (610,868) | 1,118p |
Options lapsed/expired | (504,180) | 1,803p | (491,029) | 1,672p |
At 31 March | 4,458,015 | 1,648p | 3,292,856 | 1,706p |
Telecom Plus PLC Page 180 of 56 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
21. Share-based payments (continued)
Share | |||||||
price at | Exercise | Expected | Risk free | Dividend | Fair value | ||
grant date | price | volatility | Option life | rate | yield | per option | |
Grant date | (pence) | (pence) | (%) | (years) | (%) | (%) | (pence) |
2017 | Employee Share Option Plan | ||||||
26/07/2022 | 2,190 | 2,178 | 32.98 | 10 | 3.02 | 2.98 | 644 |
15/12/2022 | 2,280 | 2,247 | 41.47 | 10 | 3.52 | 3.56 | 765 |
04/08/2023 | 1,676 | 1,647 | 44.81 | 10 | 4.74 | 4.86 | 524 |
12/12/2023 | 1,472 | 1,523 | 36.90 | 10 | 3.95 | 5.25 | 363 |
Deferred Shares Bonus Plan | |||||||
26/07/2022 | 2,190 | 5 | n/a | 10 | n/a | n/a | n/a |
17/08/2023 | 1,604 | 5 | n/a | 10 | n/a | n/a | n/a |
2015 | Employee SAYE Share Option Plan | ||||||
18/08/2022 | 2,125 | 2,156 | 33.76 | 3.5 | 3.02 | 3.01 | 648 |
17/08/2023 | 1,604 | 1,718 | 44.47 | 3.5 | 4.74 | 4.66 | 560 |
Telecom Plus PLC Page 181 of 56 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
21. Share-based payments (continued)
Exercise | ||||||
Number | Number | price per | ||||
1 April 2023 | 31 March 2024 | share | Exercisable from | Expiry date | ||
2007 | Employee Share Option Plan | |||||
17 Jun 2013 | 4,300 | - | 1,219.0p 17 Jun 2016 | 16 Jun 2023 | ||
16 Dec 2013 | 2,500 | - | 1,739.0p 16 Dec 2016 | 15 Dec 2023 | ||
01 Jul 2014 | 2,250 | 1,750 | 1,337.0p 01 Jul 2017 | 30 Jun 2024 | ||
16 Dec 2014 | 1,350 | 1,350 | 1,254.0p 16 Dec 2017 | 15 Dec 2024 | ||
13 Jul 2015 | 86,946 | 83,901 | 985.0p 13 Jul 2018 | 12 Jul 2025 | ||
10 Dec 2015 | 2,729 | 1,729 | 1,074.0p 10 Dec 2018 | 09 Dec 2025 | ||
22 Jul 2016 | 56,250 | 55,750 | 1,047.0p 22 Jul 2019 | 21 Jul 2026 | ||
08 Dec 2016 | 18,210 | 18,210 | 1,209.0p 08 Dec 2019 | 07 Dec 2026 | ||
20 Jul 2017 | 36,396 | 30,246 | 1,117.0p 20 Jul 2020 | 19 Jul 2027 | ||
12 Dec 2017 | 17,590 | 17,240 | 1,181.0p 12 Dec 2020 | 11 Dec 2027 | ||
26 Jul 2018 | 49,722 | 44,622 | 1,057.0p 26 Jul 2021 | 25 Jul 2028 | ||
13 Dec 2018 | 29,625 | 26,545 | 1,370.0p 13 Dec 2021 | 12 Dec 2028 | ||
25 Jul 2019 | 97,285 | 86,775 | 1,342.0p 25 Jul 2022 | 24 Jul 2029 | ||
16 Dec 2019 | 85,951 | 78,120 | 1,383.0p 16 Dec 2022 | 15 Dec 2029 | ||
23 Jul 2020 | 243,450 | 181,080 | 1,382.0p 23 Jul 2023 | 22 Jul 2030 | ||
16 Dec 2020 | 126,200 | 113,200 | 1,474.0p 16 Dec 2023 | 15 Dec 2030 | ||
22 Jul 2021 | 238,250 | 193,000 | 1,045.0p 22 Jul 2024 | 21 Jul 2031 | ||
16 Dec 2021 | 489,750 | 459,750 | 1,520.0p 16 Dec 2024 | 15 Dec 2031 | ||
26 Jul 2022 | 775,645 | 641,345 | 2,178.0p 26 Jul 2025 | 25 Jul 2032 | ||
15 Dec 2022 | 739,785 | 663,985 | 2,247.0p 15 Dec 2025 | 14 Dec 2032 | ||
04 Aug 2023 | - | 1,045,350 | 1,647.0p 04 Aug 2026 | 03 Aug 2033 | ||
12 Dec 2023 | - | 457,840 | 1,523.0p 12 Dec 2026 | 11 Dec 2033 | ||
Deferred Shares Bonus Plan | ||||||
22 Jul 2021 | 40,450 | 38,463 | 22 Jul 2023 | 5.0p | 22 Jul 2031 | |
26 Jul 2022 | 22,327 | 22,327 | 26 Jul 2024 | 5.0p | 26 Jul 2032 | |
04 Aug 2023 | - | 57,106 | 04 Aug 2025 | 5.0p | 04 Aug 2033 | |
2015 | Employee SAYE Share Option Plan | |||||
21 Aug 2019 | 3,197 | - | 01 Nov 2022 | 1,349.0p | 30 Apr 2023 | |
19 Aug 2020 | 14,542 | 5,113 | 01 Nov 2023 | 1,382.0p | 30 Apr 2024 | |
18 Aug 2021 | 51,501 | 47,857 | 01 Nov 2024 | 1,036.0p | 30 Apr 2025 | |
18 Aug 2022 | 20,155 | 12,935 | 01 Nov 2025 | 2,156.0p | 30 Apr 2026 | |
17 Aug 2023 | - | 41,726 | 01 Nov 2026 | 1,523.0p | 30 Apr 2027 | |
Total employees | 3,256,356 | 4,427,315 | ||||
Weighted average | ||||||
exercise price | 1,712.6p | 1,649.9p | ||||
Telecom Plus PLC Page 182 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
21. Share-based payments (continued)
Exercise | |||||
Number | Number | price per | |||
1 April 202 | 31 March 2024 | share | Exercisable from | Expiry date | |
2007 | Networkers and Consultants Share Option Plan | ||||
17 Jun 2013 | 3,000 | - | 1,219.0p | 17 Jun 2016 | 16 Jun 2023 |
16 Dec 2013 | 2,000 | - | 1,739.0p | 16 Dec 2016 | 15 Dec 2023 |
01 Jul 2014 | 6,900 | 6,100 | 1,337.0p | 01 Jul 2017 | 30 Jun 2024 |
16 Dec 2014 | 4,500 | 4,500 | 1,254.0p | 16 Dec 2017 | 15 Dec 2024 |
13 Jul 2015 | 18,600 | 18,600 | 985.0p | 13 Jul 2018 | 12 Jul 2025 |
22 Jul 2016 | 1,500 | 1,500 | 1,047.0p | 22 Jul 2019 | 21 Jul 2026 |
Total distributors | 36,500 | 30,700 | |||
Weighted average | |||||
exercise price | 1,147.8p |
Telecom Plus PLC Page 183 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
21. Share-based payments (continued)
B1 shares – April 2017 | Tranche 1 | Tranche 2 | Tranche 3 | Tranche 4 |
Fair value (per share granted) | £16.51 | £17.71 | £18.07 | £17.08 |
Number of awards granted | 81,250 | 81,250 | 81,250 | 81,250 |
Key assumptions | ||||
Share price at grant | £12.10 | |||
Exercise price | Nil | |||
Dividend yield | 4.5% | |||
Expected term | 2.3 to 9.3 years | |||
Risk free rate | 0.11% to 0.99% | |||
Share price volatility of the Company | 33.2% | |||
Discount for post vesting transfer restrictions for Tranches 1, 2 and 3 | ||||
awards | 6.3% | |||
Discount for post vesting transfer restrictions for Tranche 4 awards | 11.2% |
Telecom Plus PLC Page 184 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
21. Share-based payments (continued)
B2 shares – July 2018 | Tranche 1 | Tranche 2 | Tranche 3 | Tranche 4 |
Fair value (per share granted) | £10.14 | £10.70 | £10.79 | £9.68 |
Number of awards granted | 15,375 | 15,375 | 15,375 | 15,375 |
Key assumptions | ||||
Share price at grant | £10.36 | |||
Exercise price | Nil | |||
Dividend yield | 4.9% | |||
Expected term | 3 to 10 years | |||
Risk free rate | 0.86% to 1.48% | |||
Share price volatility of the Company | 30.9% | |||
Discount for post vesting transfer restrictions for Tranches 1, 2 and 3 | ||||
awards | 5.9% | |||
Discount for post vesting transfer restrictions for Tranche 4 awards | 10.3% | |||
B2 shares – November 2018 | Tranche 1 | Tranche 2 | Tranche 3 | Tranche 4 |
Fair value (per share granted) | £18.23 | £19.39 | £19.17 | £17.39 |
Number of awards granted | 4,500 | 4,500 | 4,500 | 4,500 |
Key assumptions | ||||
Share price at grant | £13.24 | |||
Exercise price | Nil | |||
Dividend yield | 4.5% | |||
Expected term | 2.7 to 9.7 years | |||
Risk free rate | 0.78% to 1.35% | |||
Share price volatility of the Company | 29.9% | |||
Discount for post vesting transfer restrictions for Tranches 1, 2 and 3 | ||||
awards | 5.7% | |||
Discount for post vesting transfer restrictions for Tranche 4 awards | 10.1% |
Telecom Plus PLC Page 185 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
Telecom Plus PLC Page 186 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
22. Financial instruments (continued)
Telecom Plus PLC Page 187 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
22. Financial instruments (continued)
Borrowing facilities (continued)
2023 | ||
£’000 | £’000 | |
Short-term employee benefits | 3,804 | 3,816 |
Deferred shares bonus | - | 723 |
TPIP shares award | 3,438 | - |
Social security costs | 551 | 543 |
Post-employment benefits | 12 | 12 |
7,805 | 5,094 | |
Share incentive scheme charges | 416 | 400 |
8,221 | 5,494 |
Telecom Plus PLC Page 188 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
23. Related parties (continued)
Transactions with key management personnel (continued)
Telecom Plus PLC Page 189 of 189 31 March 2024
Registered number 3263464
Notes to the consolidated financial statements
24. Disposal (continued)
2023 | |
£’000 | |
Assets | |
Property, plant and equipment | 610 |
Inventories | 1,771 |
Trade and other receivables | 2,946 |
Cash and cash equivalents | 596 |
5,923 | |
Liabilities | |
Trade and other payables | (10,314) |
Deferred tax | (30) |
Finance lease liabilities | (351) |
(10,695) |