The directors present the strategic report for the year ended 31 December 2022.
The business has continued to report improved trading recovery following the end of the UK government mandated restrictions in 2021 relating to the coronavirus pandemic, with revenue up 32% in 2022.
Despite the upwards trajectory in trading performance, the business made an operating loss of £5,823k during the year versus £2,617k in 2021, reflecting the significant reduction in Government Support available during 2022. The loss of the Coronavirus Job Retention Scheme, Rates Relief and Council grants for smaller rateable properties all had a material impact.
iSmash opened two new service centres in 2022 and continues to operate in 38 locations across 15 major cities, with accessibility to 60% of the UK population.
In August 2022 iSmash strengthened its OEM relationships further by achieving Samsung accreditation, which includes a supply relationship and customer referrals direct from the website and contact centre. Furthermore, the business launched a mobile phone refurbished category that complements its brand and customer offering.
To continue the growth strategy the business instigated a further capital raise in late 2022, whereby convertible loan notes were issued to current shareholder base.
The business reviews its risks regularly and considers its principal risks to be the wider macro economy, changes in consumer behaviour following the coronavirus pandemic and in particular the increased pressure on household expenditure due to inflation and interest rates.
The macro-economic factors and the current cost of living crisis will continue to play a significant role for the foreseeable future. The business continues to be able to adapt to changes in consumer behaviour and is well placed to diversifying its proposition and continuing to offer affordable alternatives, e.g. repair, refurbished devices.
The KPIs that the business prioritises are revenue, gross profit and repair numbers. These are monitored daily.
Trading performance and repair numbers continued to grow, delivering a £3,409k uplift in revenue year-on-year, whilst Gross Profit also reported an increase, ending 2022 at £7,098k.
iSmash remains the market leader in the UK for phone repairs within Retail, and at the time of writing this report in December 2023, the business has continued to see growth in its trading performance, reporting a 17% growth in gross profit versus 2022.
Going forward the business will continue to diversify its revenue mix through growth in Samsung and Google repairs, and relationships with insurance administrators, whilst taking advantage of growing markets, such as refurbished devices with the support of its shareholder base.
Whilst the business remains positive for the future it expects the macro-economic climate to remain challenging with increased pressure on household expenditure to continue. To better align with a diversifying revenue stream and mitigate ongoing challenges, iSmash has made material reductions to its central operating cost base.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2022.
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The Group manages its cash flows in order to maximise interest income and minimise interest expense, whilst ensuring the Group has enough liquid resources to meet the operating needs of the business.
Whilst the Group does not have any debt apart from leased in the normal course of business, the Group will manage its cash and borrowings in the most effective way possible to minimise any actual or potential interest rate cost.
The Group has at present substantial cash surpluses, the use of which must be cleared by the Board but are held are held wholly and exclusively for the benefit of the Group's operating companies.
This is continually evaluated by the Board and management of the Group's companies.
The business submitted and successfully claimed enhanced tax relief for Research and Development carried out for the period of 1 January 2019 to 31 December 2019 under the SME R&D relief scheme. The value of the qualifying expenditure totalled £349k, and the business received a tax credit in September 2022 for £117k.
The business expects to continue its growth plans and expects to open further stores during the 2021 and 2022 calendar year.
In accordance with the company's articles, a resolution proposing that Saffery LLP be reappointed as auditor of the group will be put at a General Meeting.
The trajectory of the business remains positive, with 2023 reporting a 17% uplift in gross profit performance year-on-year, and more recently iSmash has undertaken a rationalisation of the support office cost base to better align with its key strategic initiatives and deliver future savings, both of which will aid the business going forward. However, despite the continued optimism the business will still be loss making in 2023, and will require additional funding within the next 12 months to allow iSmash to meet its ongoing obligations.
Whilst the business is actively exploring several solutions that provide the best fit for the business to achieve its strategic initiatives, the board of directors have received confirmation from the shareholders of the parent company of their continual support and that resources will be available to continue operations. For this reason, the business will continue to adopt the going concern basis in preparing the annual report and accounts.
We have audited the financial statements of iSmash UK Trading Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty in relation to going concern
We draw attention to Note 1.3 which records the directors assessment of going concern and the financial statements, which indicate that the group made a net loss of £5,764,709 during the year ended 31 December 2022 and, as of that date, the group’s current liabilities exceeded its total assets by £19,293,867. The group relies on the continued financial support of the shareholders of the parent company to remain a going concern.
These conditions, along with matters as set forth in Note 1.3 indicate that a material uncertainty exists that may cast significant doubt on the group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
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 an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.
Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.
Audit response to risks identified
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.
As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent 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 parent company's members those matters we are required to state to them in an auditors 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 parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Ismash Limited, Ismash Canary Wharf Limited and Ismash Ken High Limited are exempt from audit for the financial period ended 31 December 2022 pursuant to section 479A of the Companies Act 2006.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £5,764,709 (2021 - £3,085,149 loss).
iSmash UK Trading Limited (“the company”) is a private limited company incorporated in England and Wales. The registered office is Suite 3.08, 20 Procter Street, London, WC1V 6NX.
The group consists of iSmash UK Trading Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The group follows a 4-4-5 accounting calendar, as such the financial statements are prepared to 1 January 2023.
The consolidated group financial statements consist of the financial statements of the parent company iSmash UK Trading Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2022. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
The directors believe that, after making enquiries of the parent undertaking, iSmash Group Limited, and ultimate shareholders they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company has obtained a letter of support from the parent undertaking, iSmash Group Limited confirming that they, will continue to provide, or arrange to provide, resources to enable them to continue that financial support for a period of at least 12 months from date of signing of these financial statements. The directors have also obtained letters of support from two primary shareholders TELUS and Mountain berg of the ultimate parent company that confirms that they too will also continue to provide, or arrange to provide, resources to enable them to continue that financial support for a period of at least 12 months from the date of signing of these financial statements.
The Company has prepared cash flow forecasts covering a 12-month period from the date of approval of these financial statements. In preparing these forecasts, the Company has considered the principal areas of uncertainty within the forecasts and the underlying assumptions, in particular those relating to market risks, cost management and the macro-economic environment. The directors acknowledge there are potentially significant sensitivities in the cash flow forecast given the challenging trading conditions and factors outside of the company control. These forecasts show that the Company requires further financial support within the next 12 months and £1,954,028 has been provided by the shareholders in the form of convertible loan notes following the year end.
Accordingly, the financial statements have been prepared on a going concern basis.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.
The government grants included in the Profit and Loss Account for the year ended 31 December 2021 relate to business support issued by the UK government in response to the Covid-19 pandemic.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Stock is carried at the lower of cost and net realisable value. Realisable value includes, where necessary, provisions for slow moving and obsolete stock. The calculation of these provisions require judgements to be made, which include using the ageing profile of the stock on hand, historical sales patterns, post year end trading patterns and forecast consumer demand.
At the year end there was a closing provision against stock of £361,388 (2021: £361,388).
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.
The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
The impairment losses in respect of financial assets are recognised in other gains and losses in the income statement.
More information on impairment movements in the year is given in note 10.
Details of the company's subsidiaries at 31 December 2022 are as follows:
Registered office addresses (all UK unless otherwise indicated):
A limited guarantee has been given by a Director Julian Shovlin for an amount of £150,000 (2021: £150,000).
The above amounts due to group undertakings is in respect of a loan from the parent company being iSmash Group Ltd. Interest is recharged to reflect the financing arrangements in Ismash Group Limited.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The parent company had a share based option scheme for certain employees employed by iSmash UK Trading Limited.
Options were exercisable at a price equal to the estimated fair value of the company's shares on the date of the grant. The vesting period is nine years and the options can be exercised on an exit or on the ninth anniversary of the grant date - May 2027.
There were 325 options outstanding at 31 December 2021, however these were cancelled during the year and replaced by a new share option scheme in iSmash Group Limited.
As above, the parent company put in place a share option scheme for four key managers employed by iSmash UK trading in May 2022, granting 748 options in total. The vesting period is four years and the options can be exercised on an exit or on the ninth anniversary of the grant date. No shares were exercisable at the end of the period.
The fair value of the share options at the grant date was calculated using recent share transactions as an estimate of fair value. As a result of this calculation management have not recognised a share-based payment expense.
The company two classes of ordinary shares, Ordinary A shares and Ordinary B shares. On a return of capital on liquidation or otherwise, the surplus assets of the company after payments of its liabilities will accrued first to the A Ordinary Shareholders and is subject to a hurdle.
The A Ordinary shares have voting and income rights. The B Ordinary shares do not have voting or income rights.
The rights attaching to the B Ordinary shares may be varied or abrogated by an ordinary resolution of the Company.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The remuneration of key management personnel is as follows.
The Directors, CEO and Finance Director are considered to be key management personnel.
The company has taken advantage of the exemption in FRS102 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company.
During the year to 31 December 2022, the company incurred advertising costs of £2,029,024 relating to the activities and spend carried out by Sky UK Limited on their behalf. At the year end, there is a prepayment in debtors of £1,300,000 that relates to prepaid advertising costs with Sky as part of the issue of iSmash Group Limited shares to Sky. Sky is a shareholder in UK Trading's parent, iSmash Group Limited, which wholly owns iSmash UK Trading Limited.
The parent company of Ismash UK Trading Ltd is Ismash Group Ltd and its registered office is Geneva Place, Waterfront Drive, P.O Box 3469, Road Town, Tortola, British Virgin Islands.
There is no ultimate controlling party.