COLOMBO HOLDCO LIMITED
11471094
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
COLOMBO HOLDCO LIMITED
COMPANY INFORMATION
Directors
Scott Moseley
Oscar Tylegard
Company number
11471094
Registered office
1 Park Row
Leeds
Yorkshire
England
LS1 5AB
Independent Auditors
Ernst & Young LLP
Manchester
M2 3DF
COLOMBO HOLDCO LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 21
COLOMBO HOLDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

Fair review of the business

The company was incorporated on 18 July 2018 to be a holding company providing financing, including equity, for the acquisition of Brent Holding AS and its subsidiaries. On 14 March 2019, Colombo Bidco Limited, a UK entity and a fully owned subsidiary of the company, acquired all the shares in Brent Holding AS, which was the owner of the Tampnet group. Colombo Holdco Ltd is wholly owned by Colombo Investment Holdings Limited, a UK entity.

The profit for the financial year was 148,388 NOK as at 31 December 2023. The company has net assets of 2,926,598 NOK at the year end.

Going concern

The company and group are supported through being self-sufficient on future cashflows in order to secure continued operations. The company and the group meet its day-to-day working capital requirements through its bank facilities. The current economic conditions continue to create uncertainty, due to geopolitical developments, but we also saw a continued good level of oil and gas demand and oil and gas prices leading to increased demand for the group’s products. The group’s forecasts and projections, considering reasonably possible changes in trading performance, show that the group should be able to operate within the level of its current bank facilities.

Having assessed the principal risks and the other relevant matters, the directors consider it appropriate to adopt the going concern basis of accounting in preparing its financial statements. Most of the income is contracted and fixed and scenarios have been run assuming very little income from variable revenue, but which still demonstrate liquidity and compliance within debt covenants.

The group's telecom infrastructure plays a key role in enabling new and cost-effective ways of operating offshore assets. The modern oil industry is developing remote and intelligent operations where more manpower and expertise can be placed onshore and decision making is both improved and accelerated. Consequently, the offshore market demand for low latency, high capacity and reliable telecommunication services is fundamentally strong. In 2023 the market started well and has been strong throughout the year. As a result, investments, and the activity level has been high in general in the offshore industry. This does not only relate to the Oil and Gas Industry but also especially in the energy transition areas such as windfarms as well as early signs of demand coming in the Carbon Capture area. Decommissioning of fixed production units are normal and exploration activity has been on a normal level. These factors have impacted our revenue growth positively.

The group has high expectations for the increasing coverage of the group's 4G network which continued in 2023 as well as starting to plan for the rollout of 5G for the future, in addition to the increased coverage from further extending our Fibre Optic Cable (FOC) network. We have also started to make inroads using new satellite technology, LEO, especially for the Rig market.

Entering the offshore renewable energy sector is a key strategic priority and although early in our development, successful inroads were made into these new markets during the year and we are expecting this development to accelerate during the year.

Our network operations centre performed well delivering continued high-quality services and uptimes to our clients and proving the robustness of our well invested network infrastructure, despite the usual weather related challenges.

The Board of Directors are satisfied with the development of group and the company and results for the period.

COLOMBO HOLDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Principal risks and uncertainties

The company aims to deliver sustainable value by identifying and responding successfully to risks. Risk management is integrated into the process of planning and performance management at a group level. Monitoring and accountability for the management of these risks occur through quarterly performance reviews at a group level.

 

Prices and markets

Being a holding company for a group of companies providing telecommunication services to the offshore industry where the oil and gas industry is a large part, the group is susceptible to changes in the oil price. Oil, gas, product prices and margins can be very volatile, and are subject to international supply and demand. A decrease in these prices is likely to have an adverse effect on revenues for our customers, with an increasing risk of delay of offshore projects, decommissioning of oil producing installations or possible insolvency of clients. The group actively seeks to enter into long term agreements with its clients and has a base of such agreements with highly solvent clients. The oil price has been relatively stable during 2022 and 2023 and together with the oil consumption have in general been quite positive for investments in the sector. The impact on clients and thus revenue have been positive, with clients requiring more services than previous years.

 

Regulatory

The company remains exposed to changes in the regulatory environment such as new laws and regulations (whether imposed by international treaty whereby national or local government in the jurisdiction in which it operates), changes in tax or royalty regimes. Such factors could reduce the company's profitability, limit its opportunities for new access, require it to divest or write down certain assets or curtail certain operations, or affect the adequacy of its provisions, tax, environmental and legal liabilities.

 

Reporting

External reporting of financial and non-financial data is reliant on the integrity of systems and people. Failure to report data accurately and in compliance with external standards could result in regulatory action, legal liability and damage to the company's reputation.

 

Safety and operational risks

The nature of the company’s operations exposes the company to a limited range of health, safety, security and environmental risks. In many of the group’s major structural projects, risk allocation and management is shared with third parties, such as contractors, sub-contractors and associates.

Key performance indicators

The parent company is a holding company and is reliant on its subsidiaries to be profitable. The group revenue is driven by the total capacity of telecommunication services provided annually to the offshore industry. In 2023 the market started well and has been stable throughout the year. As a result, investments have returned to normal, and the activity level has been high in general in the offshore industry. This does not only relate to the Oil and Gas Industry but also especially in the energy transition areas such as windfarms as well as early signs of demand coming in the Carbon Capture area. Decommissioning of fixed production units are back to normal and exploration activity has been on a fairly high level. These factors have impacted our revenue growth positively.

 

The group has continued to identify and acquire new contract opportunities in the sector and continues to create sales initiatives that are increasing the total capacity of offshore telecommunication services provided to customers.

 

On behalf of the board

Scott Moseley
Oscar Tylegard
Director
Director
3 May 2024
COLOMBO HOLDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

The directors present their annual report and audited financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company is that of a holding company.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Scott Moseley
Oscar Tylegard
Results and dividends

The results for the year are set out on page 9.

Preference dividends were paid amounting to NOK 151,686,758. The directors do not recommend payment of a further dividend.

Future developments

The company’s performance largely reflects interest income and interest expenses received from and paid to other companies within the group. As such the company’s financial performance would be anticipated to be relatively consistent year on year subject to any significant changes in interest rates applied and/ or changes in the level of intercompany indebtedness.

Independent Auditors

Ernst & Young LLP were appointed as auditors to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditors

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditors are unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditors are aware of that information.

On behalf of the board
Scott Moseley
Oscar Tylegard
Director
Director
3 May 2024
COLOMBO HOLDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors’ confirmations

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

COLOMBO HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF COLOMBO HOLDCO LIMITED
- 5 -
Opinion

We have audited the financial statements of Colombo Holdco Limited (the Company) for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes 1 to 18, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

 

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 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for the period to 30 June 2024.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are

described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.

 

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this 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 the other information, we are required to report that fact.

 

We have nothing to report in this regard.

COLOMBO HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COLOMBO HOLDCO LIMITED
- 6 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

 

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or 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:

 

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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.

COLOMBO HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COLOMBO HOLDCO LIMITED
- 7 -
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

 

 

 

 

 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

COLOMBO HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COLOMBO HOLDCO LIMITED
- 8 -

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Jamie Dixon (Senior Statutory Auditor)
For and on behalf of Ernst & Young LLP
Chartered Accountants
Statutory Auditor
Manchester
M2 3DF
7 May 2024
COLOMBO HOLDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
Notes
NOK 000
NOK 000
Administrative expenses
(214)
(264)
Interest receivable and similar income
5
292,661
86,376
Interest payable and similar expenses
6
(144,059)
(130,963)
Profit/(loss) before taxation
148,388
(44,851)
Tax on profit/(loss)
7
-
0
-
0
Loss for the financial period
148,388
(44,851)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

COLOMBO HOLDCO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
NOK 000
NOK 000
NOK 000
NOK 000
Fixed assets
Investments
9
3,439,003
3,439,003
Current assets
Debtors falling due after more than one year
11
1,016,866
924,424
Debtors falling due within one year
11
48,313
6,771
Cash at bank and in hand
7,165
316
1,072,344
931,511
Creditors: amounts falling due within one year
12
(100)
-
0
Net current assets
1,072,244
931,511
Total assets less current liabilities
4,511,247
4,370,514
Creditors: amounts falling due after more than one year
13
(1,584,649)
(1,440,617)
Net assets
2,926,598
2,929,897
Capital and reserves
Called up share capital
16
2,783,975
2,783,975
Profit and loss reserves
142,623
145,922
Total equity
2,926,598
2,929,897
The financial statements were approved by the board of directors and authorised for issue on 3 May 2024 and are signed on its behalf by:
Scott Moseley
Oscar Tylegard
Director
Director
Company registration number 11471094 (England and Wales)
COLOMBO HOLDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Called up share capital
Profit and loss reserve deficit
Total equity
Notes
NOK 000
NOK 000
NOK 000
Balance at 1 January 2022
2,783,975
340,773
3,124,748
Year ended 31 December 2022:
Loss and total comprehensive expense for the year
-
(44,851)
(44,851)
Dividends
8
-
(150,000)
(150,000)
Balance at 31 December 2022
2,783,975
145,922
2,929,897
Year from 1 January to 31 December 2023:
Profit for the year
-
148,388
148,388
Dividends
8
-
(151,687)
(151,687)
Balance at 31 December 2023
2,783,975
142,623
2,926,598
COLOMBO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
1
Accounting policies
Company information

Colombo Holdco Limited is a private company in the United Kingdom, limited by shares and incorporated in England and Wales. The registered office is 1 Park Row, Leeds, Yorkshire, England, LS1 5AB.

1.1
Accounting convention

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 NOK which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest NOK 000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated financial statements. The financial statements present information about the company as an individual entity and not about its group.

Colombo Holdco Limited is a wholly owned subsidiary of Colombo Investment Holdings Limited and the results of Colombo Holdco Limited are included in the consolidated financial statements of Colombo Topco Limited which are available from 1 Park Row, Leeds, Yorkshire, England, LS1 5AB.

1.2
Going concern

The company and group are supported through being self-sufficient on future cashflows in order to secure continued operations. The company and the group meet its day-to-day working capital requirements through its bank facilities. The current economic conditions continue to create uncertainty, due to the continued war in Ukraine, but we also saw a continued good level of oil and gas demand and oil and gas prices leading to increased demand for the group’s products. The group’s forecasts and projections, considering reasonably possible changes in trading performance, show that the group should be able to operate within the level of its current and recently extended bank facilities.true

 

Having assessed the principal risks and the other relevant matters, the directors consider it appropriate to adopt the going concern basis of accounting in preparing its financial statements. Most of the income is contracted and fixed and scenarios have been run assuming very little income from variable revenue, but which still demonstrate liquidity and compliance within debt covenants.

COLOMBO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial instruments

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with 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

Basic financial assets, which include debtors and cash and bank balances, 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

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.

COLOMBO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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 company after deducting all of its liabilities.

Basic financial 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

COLOMBO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.6
Equity instruments

Equity instruments issued by the company 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 company.

1.7
Foreign exchange

Transactions in currencies other than Norwegian Kroner 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 are included in the profit and loss account for the period.

2
Judgements and key sources of estimation uncertainty

In the application of the company’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 estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Investments

The key area of judgment required by the directors is the consideration of the carrying value of investments i.e. subsidiaries and whether there is any requirement for impairment to be recorded in respect of those subsidiaries.

 

An impairment exists when the carrying value of subsidiary exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from transactions conducted at arm’s length for similar assets or observable market prices less incremental costs for disposing of the asset.

 

The value in use calculation is based on a DCF model. The cash flows are derived from the budget and prognoses for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the performance of the subsidiary being tested. The recoverable amount is most sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes.

3
Operating loss
2023
2022
Operating loss for the year is stated after charging/(crediting):
NOK 000
NOK 000
Exchange (gains)/losses
(27)
3

The cost of the group audit fee has been primarily borne by Tampnet UK Limited, another company within the group. Of those costs borne by Tampnet UK Limited, the directors consider that the element of that audit fee to be disclosed in respect of the audit of this company's financial statements for the period ended 31 December 2023 is NOK 60,113 (2022 - NOK 48,000).

COLOMBO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
4
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Directors
2
2

No remuneration has been paid to the directors in the period in respect of duties undertaken on behalf of the company.

5
Interest receivable and similar income
2023
2022
NOK 000
NOK 000
Interest income
Interest on bank deposits
219
16
Interest receivable from group companies
92,442
86,360
Total interest revenue
92,661
86,376
Income from fixed asset investments
Income from shares in group undertakings
200,000
-
0
Total income
292,661
86,376
6
Interest payable and similar expenses
2023
2022
NOK 000
NOK 000
Other interest on financial liabilities
144,059
130,963
COLOMBO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
7
Tax on loss

The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
NOK 000
NOK 000
Profit/(loss) before taxation
148,388
(44,851)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
34,901
(8,522)
Group relief
14,511
8,522
Dividend income
(49,412)
-
0
Taxation charge for the year
-
-
8
Dividends
2023
2022
NOK 000
NOK 000
Final paid
151,687
150,000
9
Fixed asset investments
2023
2022
Notes
NOK 000
NOK 000
Investments in subsidiaries
10
3,439,003
3,439,003

Investments represent the company's investment in its only direct subsidiary, Colombo Bidco Limited, which is wholly owned by the company as detailed in note 10 below.

10
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

COLOMBO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Subsidiaries
(Continued)
- 18 -
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Colombo Bidco Limited
1
Holding company
Ordinary
100.00
-
Brent Holding AS
2
Holding company
Ordinary
-
100.00
Colombo US Bidco Incorporated
3
Holding company
Ordinary
-
100.00
Tampnet UK Limited
4
UK operating company
Ordinary
-
100.00
Tampnet AS
6
Norway operating company
Ordinary
-
100.00
Tampnet Incorporated
7
US operating company
Ordinary
-
100.00
Tampnet Licensee LLC
8
Asset company
Ordinary
-
100.00
Tampnet Holdco Incorporated
9
Holding company
Ordinary
-
100.00
Tampnet USA LLC
10
Holding company
Ordinary
-
100.00
Tampnet Telecom Do Brasil LTDA
11
Brazil operating company
Ordinary
-
100.00
Tampnet Servicos De Telecomunicacao LTDA
12
Brazil asset company
Ordinary
-
100.00
Tampnet Netherlands B.V.
13
Netherlands operating company
Ordinary
-
100.00
Tampnet Sweden AB
14
Sweden operating company
Ordinary
-
100.00
Tampnet Canada Incorporated
15
Canada operating company
Ordinary
-
100.00
Tampnet Oceania Pty
16
Australia operating company
Ordinary
-
100.00

Registered office addresses (all UK unless otherwise indicated):

1,4,5
1 Park Row, Leeds, England, LS1 5AB
2,6
Jattavagveien 7, Stavanger, Norway
3,7-10
Corporation Trust Center, 1209 Orange Street, Wilmington, USA
11, 12
Rua Lauro Muller, No 116, Rio de Janeiro, Brazil
13
Neptunesstraat 29, The Netherlands
14
Norra Sparvstyckevagen 5 B, Skanor, Sweden
15
130 Water Street, St John's, Canada
16
Level 1, 29 Station Street, Subaico, Australia
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
NOK 000
NOK 000
Colombo Bidco Limited
2,154,962
(546,331)
COLOMBO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
11
Debtors
2023
2022
Amounts falling due within one year:
NOK 000
NOK 000
Amounts owed by group undertakings
48,313
6,771
2023
2022
Amounts falling due after more than one year:
NOK 000
NOK 000
Amounts owed by group undertakings
1,016,866
924,424
Total debtors
1,065,179
931,195

Amounts owed by group undertakings represent loans to its immediate subsidiary, Colombo Bidco Limited. Interest on these advances is charged at 10% per annum on the loans which are repayable on 14 March 2029. No instalments are due to be repaid before the final date of maturity.

12
Creditors: amounts falling due within one year
2023
2022
NOK 000
NOK 000
Other creditors
100
-
0

Amounts owed to group undertakings are unsecured, repayable on demand and do not attract interest.

13
Creditors: amounts falling due after more than one year
2023
2022
Notes
NOK 000
NOK 000
Other borrowings
14
1,584,649
1,440,590
Other creditors
-
0
27
1,584,649
1,440,617

Amounts owed to group undertakings represent loans from other companies within the group along with a 500M NOK from both of the 50% shareholders of Colombo Topco Limited, the ultimate parent of the group.  Interest on these advances is charged at 10% per annum on the loans which are repayable on 14 March 2029. No instalments are due to be repaid before the final date of maturity.

COLOMBO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
14
Loans and overdrafts
2023
2022
NOK 000
NOK 000
Loans from group undertakings
1,584,649
1,440,590
Payable after one year
1,584,649
1,440,590

Loans from group undertakings are as disclosed in note 13 above.

15
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

There were no deferred tax movements in the year.

 

16
Called up Share capital
2023
2022
NOK 000
NOK 000
Ordinary share capital
Issued and fully paid
9,351,834 Ordinary shares of 1 NOK each
9,352
9,352
2 Ordinary shares of 1 EUR (NOK 9.50) each
-
-
9,352
9,352
Preference share capital
Issued and fully paid
277,462,295,411 Preference shares of 0.01 NOK each
2,774,623
2,774,623
Preference shares classified as equity
2,774,623
2,774,623
Total equity share capital
2,783,975
2,783,975
COLOMBO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
16
Called up Share capital
(Continued)
- 21 -

2 ordinary shares of 1 EUR (at par value of 9.50 NOK) were issued at par upon incorporation on 18 July 2018.

 

On 14 March 2019, 9,344,949 ordinary shares at a par value of 1 NOK were issued for 100 NOK per share i.e. each share was issued at a share premium of 99 NOK per share.

On 29 March 2019, 6,885 of shares with a par value of 1 NOK were issued for EUR 1,024 (NOK 9.728) per share and a further one share with a par value of 1 NOK was issued for EUR 15,000,000.

 

On 23 December 2021, 277,462,295,411 of preference shares were issued at a par value of 0.01 NOK per share.

 

There is a single class of ordinary and preference shares. There are no restrictions on the distribution of dividends and the repayment of capital.

17
Related party transactions

In accordance with the exemption allowed by section 33.1A of FRS 102, no disclosure is made of transactions with wholly owned member companies of the Colombo Topco Group or investees of the group qualifying as related parties.

18
Ultimate controlling party

The ordinary shares of the company are wholly owned by Colombo Investment Holdings Limited, a company registered in the United Kingdom. Colombo Investment Holdings Limited prepares group financial statements and copies can be obtained from the entity's registered office at 1 Park Row, Leeds, England, LS1 5AB. This is both the largest and smallest group undertakings for which group financial statements are prepared.

 

The directors regard Colombo Topco Limited, a company incorporated in the United Kingdom, as the ultimate parent undertaking with that ultimate parent undertaking being jointly controlled by 3i Infrastructure plc and Arbejdsmarkedets Tilægspension (ATP). Colombo Topco Limited additionally owns 100% of the preference shares in the company. These preference shares were issued by Colombo Holdco Limited during the year.

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