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2022-06-30 iso4217:GBP xbrli:pure xbrli:shares

Registration number: 11428641

Telcom Group Ltd

Annual Report and Consolidated Financial Statements

for the Year Ended 30 June 2024

 

Telcom Group Ltd

Contents

Company Information

1

Strategic Report

2 to 4

Directors' Report

5 to 6

Statement of Directors' Responsibilities

7

Independent Auditor's Report

8 to 11

Consolidated Profit and Loss Account

12

Consolidated Statement of Comprehensive Income

13

Consolidated Balance Sheet

14

Balance Sheet

15

Consolidated Statement of Changes in Equity

16

Statement of Changes in Equity

17

Consolidated Statement of Cash Flows

18

Statement of Cash Flows

19

Notes to the Financial Statements

20 to 42

 

Telcom Group Ltd

Company Information

Directors

Mr Thomas Seddon

Mr Christopher John Baldock

Mr Alistair Adams

Mr Christopher Coulton

Mr Andrew Paul Tatlock

Mr Simon Mark Peter Adcock

Mr Elliott Mcfarland Mueller

Registered office

Northstar
135-141 Oldham Street
Manchester
M4 1LN

Auditors

Williamson & Croft Audit Ltd
Statutory AuditorYork House
20 York Street
Manchester
M2 3BB

 

Telcom Group Ltd

Strategic Report for the Year Ended 30 June 2024

The directors present their strategic report for the year ended 30 June 2024.

Strategy

Telcom Group Ltd is a holding company. The group’s principal activity is the development of a full-fibre digital infrastructure and the delivery of high-speed Internet access and managed services including security, managed networks to businesses and residential customers.

Following the disposal of ClearFibre and successful integration of Luminet, the group has begun aligning its business to business segments under the 'Elevate' brand. This consolidation reflects a strategic focus on customer experience as a core differentiator. Elevate combines infrastructure expertise with responsive and tailored customer service, enabling the Group to stand out in a competitive market by delivering excellent service across business and residential segments.

The business-to-business segment, Telcom Networks, continued to expand its infrastructure in its targeted Hypercities-Manchester, Liverpool, Leeds, Birmingham, and Cardiff-with the initial network build phase of the Cardiff network substantially completed by year-end. This forms the basis for the next stage of monetisation through customer connections and recurring revenue generation.

In October 2023, the group successfully acquired Luminet Networks, a London-based business connectivity provider with a large fixed wireless network. The integration of Luminet has significantly expanded the group’s commercial footprint and enhanced its ability to service SME and enterprise customers in the London metropolitan area.

The group’s residential and rural activities were previously delivered through WeFibre and ClearFibre. However, following the year-end, on 12 May 2025, the group completed the disposal of ClearFibre Limited to an unconnected third party. Accordingly, ClearFibre has been treated as a discontinued operation in these financial statements.

Since July 2021, the group has received financial backing from its majority shareholder, Gresham House, supporting strategic growth initiatives.

Fair review of the business

The Group achieved revenue of £17.1 million in FY24 (2023: £4.9 million), representing a material increase driven by infrastructure-led expansion and the consolidation of Luminet revenues from October 2023 onward.

Infrastructure asset net book value grew to £33.2 million (2023: £20.3 million), underpinned by capital deployment across the Hypercities network and Luminet’s fixed wireless footprint.

Gross profit increased to £7.7 million (2023: £0.3 million), reflecting improved operational scale and network usage.

EBITDA from continuing operations improved significantly to a loss of £3.8 million (2023: loss of £8.1 million), driven by revenue growth, network monetisation, and cost efficiencies. The group anticipates further improvement in FY25 as a result of both the Luminet integration and a sharpened focus on core infrastructure and business-to-business segments following the disposal of ClearFibre.

 

Telcom Group Ltd

Strategic Report for the Year Ended 30 June 2024

To monitor performance, specifically during the build stage, the group's key financial and other performance indicators during the year were as follows:

Financial KPIs

Unit

2024

2023

Turnover

£

17,146,088

4,918,084

Infrastructure asset NBV

£

33,177,988

20,252,136

Gross profit

£

7,675,386

271,544

EBITDA (continuing operations)

£

(3,786,240)

(8,147,879)

The Group also tracks and monitors a series of non-financial KPIs. These include Kilometers of fibre laid, Businesses passed B2B, Ready for Service B2C, and number of customers, together with a series of operational SLA targets to maintain and improve customer service and experience. Kilometres of fibre laid gives an indication of the addressable core network that has been built to facilitate customer connections in the Hypercities. Together with Businesses passed, this is a key indication of the scale of the build and addressable opportunity in the investment stage.

Outlook

The group expects continued revenue and margin growth in FY25, supported by:

 

Monetisation of the completed Hypercity core network;

 

Growth of the Luminet business in London and surrounding areas following the successful completion of the acquisition in October 2023;

 

Continued development and enhancement of the portfolio of managed service products, in collaboration with customers, to meet their evolving needs;

 

Expansion of wholesale and partner channel revenues; and

 

Streamlined operational focus following the ClearFibre divestment.

The key points above will have a significant positive impact on the financial performance of the business for the year ending June 2025 through a combination of recurring and non-recurring revenue growth and a reduced cost to deliver at scale. Operating losses are forecast to reduce substantially in FY25 as post-acquisition synergies are combined with fixed network costs that are leveraged across a broader recurring revenue base.

Principal risks and uncertainties

The Directors recognise that the outlook for the group is based on a number of key assumptions. A risk analysis has been undertaken with appropriate plans put in place to mitigate risks identified to ensure the business delivers on the strategic plan.

The primary short to medium-term risk remains the pace of customer acquisition to match infrastructure investment. However, the group has established a competitive market proposition through speed of delivery and quality of service.

From a liquidity perspective, the Group maintains regular short and long-term cashflow forecasting and continues to have the support of its majority shareholder. The directors are confident in the group’s ability to meet obligations as they fall due.

 

Telcom Group Ltd

Strategic Report for the Year Ended 30 June 2024

Approved and authorised by the Board on 25 June 2025 and signed on its behalf by:
 

.........................................
Mr Christopher John Baldock
Director

 

Telcom Group Ltd

Directors' Report for the Year Ended 30 June 2024

The directors present their report and the for the year ended 30 June 2024.

Directors of the group

The directors who held office during the year were as follows:

Mr Thomas Seddon

Mr Christopher John Baldock

Mr Alistair Adams

Mr Martin Andrew Fenney (ceased 23 December 2024)

Mr Christopher Coulton (appointed 13 December 2023)

Mr Andrew Paul Tatlock (appointed 12 January 2024)

Mr Shaun Gibson (ceased 1 November 2023)

Mr Simon Mark Peter Adcock

Mr Elliott Mcfarland Mueller (appointed 23 April 2024)

Information included in the Strategic Report

The Group has chosen, in accordance with Companies Act 2006, s.141C (11), to set out in the Group's Strategic Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2006, Sch.7 to be contained in the Directors' Report.

Going concern

The group reports net liabilities of £43,273,803 as at 30 June 2024 and net current liabilities of £14,691,027.

On this basis the group requires the support of its' major shareholder, Gresham House, in order to meet its financial obligations as they fall due. Management have prepared cashflows for the next 12 months from the date of signing these financial statements and have reviewed these to determine the level of support which would be required based on various scenarios.

The directors are confident following discussions with the management and shareholders that they have access to the additional funding support required to ensure that the group and company can meet their day-to-day obligations.

On this basis, the financial statements have been prepared on a going concern basis. The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Therefore they continue to adopt the going concern basis of accounting in the preparation of the financial statements.

Important non adjusting events after the financial period

On 12 May 2025 the entire issued share capital of Clear Fibre Limited, a trading subsidiary of the group, was disposed of by the group to an unconnected third party. The results of Clear Fibre Limited have, therefore, been disclosed as being discontinued operations within the consolidated profit and loss account whilst other related transactions (i.e. the write down of stock held on behalf of Clear Fibre Limited totalling £786,034) have also been classified accordingly.

 

Telcom Group Ltd

Directors' Report for the Year Ended 30 June 2024

Disclosure of information to the auditor

Each director has taken 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. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

During the year to 30 June 2023, Williamson & Croft Audit Limited were appointed as the first auditors of the group and company.

A resolution to re-appoint Williamson & Croft Audit Limited will be proposed at an upcoming general meeting.

Approved and authorised by the Board on 25 June 2025 and signed on its behalf by:
 

.........................................
Mr Christopher John Baldock
Director

 

Telcom Group Ltd

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Telcom Group Ltd

Independent Auditor's Report to the Members of Telcom Group Ltd

Opinion

We have audited the financial statements of Telcom Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, and Notes to the Financial Statements, 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 Financial Reporting Standard 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:

give a true and fair view of the state of the group's and the parent company's affairs as at 30 June 2024 and of the group's loss for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

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 responsibilities for the audit of the financial statements section of our report. We are independent of the group 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.

In the previous accounting period the directors of the company took advantage of audit exemption under s479 of the Companies Act 2006. Therefore, the prior period financial statements were not subject to audit.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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.

 

Telcom Group Ltd

Independent Auditor's Report to the Members of Telcom Group Ltd

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 7], 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 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

 

Telcom Group Ltd

Independent Auditor's Report to the Members of Telcom Group Ltd

 

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have given consideration to the control environment (including management's own process for identifying and assessing risks) as well as the nature of the entity, the industry in which it operates and the underlying performance. Consideration was also given to the attitudes and incentives of management to commit fraud. We determined that the greatest potential for fraud existed in the following areas: timing of recognition of income; classifcation of fixed assets; and posting of unusual journals and complex transactions. In line with all audits performed under International Standards on Auditing (UK), we planned and performed specific procedures to respond to the risk of management override of controls.

 

We also obtained an understanding of the applicable laws and regulations that the company has to abide by, through discussions with management and those charged with governance, as well as commercial knowledge of the sector and statutory legislation. We paid particular focus to those laws and regulations that had the potential to materially impact the amounts and disclosures within the financial statements.

 

After our initial risk assessment, we performed the following procedures to detect material misstatements in respect of irregularities arising due to fraud or error:

Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;

Reviewing financial statement disclosures and testing these against supporting documentation to assess compliance with applicable laws and regulations;

Assessing key accounting estimates within the financial statements in order to assess their reasonableness and determine whether there were any indications of management bias in the estimates;

Reviewing minutes of meetings of those charged with governance; and

Making enquiries of management as to whether they are aware of any alleged, suspected or actual fraud during the year.

 

We also performed procedures to satisfy ourselves regarding compliance with applicable laws and regulations, including:

Making enquiries of management and those charged with governance if there were any actual and potential litigation and claims;

Reviewing legal and professional fees incurred in the year for indicators of any litigation or claims against the company;

Reviewing minutes of meetings of those charged with governance; and

Reviewing correspondence with relevant legal authorities.

 

All audit team members were made aware of the applicable laws and regulations, as well as potential fraud risks during the planning stage of the audit and this was discussed at the audit team planning meeting. It was therefore determined that team members all had the relevant awareness and competence to identify any instances of non-compliance with relevant laws and regulations or fraud.

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

 

Telcom Group Ltd

Independent Auditor's Report to the Members of Telcom Group Ltd

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.

......................................
Tor Stringfellow FCA (Senior Statutory Auditor)
For and on behalf of Williamson & Croft Audit Ltd, Statutory Auditor
 York House
20 York Street
Manchester
M2 3BB

25 June 2025

 

Telcom Group Ltd

Consolidated Profit and Loss Account for the Year Ended 30 June 2024

Note

Continuing operations
2024
£

Discontinued operations
2024
£

Total
2024
£

Continuing operations
2023
£

Discontinued operations
2023
£

Total
2023
£

Turnover

3

15,935,261

1,210,827

17,146,088

4,412,416

505,669

4,918,085

Cost of sales

 

(8,650,481)

(820,221)

(9,470,702)

(3,634,475)

(1,012,066)

(4,646,541)

Gross profit/(loss)

 

7,284,780

390,606

7,675,386

777,941

(506,397)

271,544

Administrative expenses

 

(15,371,826)

(1,514,166)

(16,885,992)

(11,251,840)

(1,788,799)

(13,040,639)

Operating loss

5

(8,087,046)

(1,123,560)

(9,210,606)

(10,473,899)

(2,295,196)

(12,769,095)

Other interest receivable and similar income

21,059

-

21,059

-

-

-

Interest payable and similar expenses

(8,598,997)

(38)

(8,599,035)

(3,697,265)

-

(3,697,265)

 

(8,577,938)

(38)

(8,577,976)

(3,697,265)

-

(3,697,265)

Loss before tax

 

(16,664,984)

(1,123,598)

(17,788,582)

(14,171,164)

(2,295,196)

(16,466,360)

Tax on loss

12

138,750

-

138,750

(100)

-

(100)

Loss for the financial year

 

(16,526,234)

(1,123,598)

(17,649,832)

(14,171,264)

(2,295,196)

(16,466,460)

Profit/(loss) attributable to:

 

Owners of the company

 

(16,526,234)

(1,123,598)

(17,649,832)

(14,171,264)

(2,295,196)

(16,466,460)

The group has no recognised gains or losses for the year other than the results above.

 

Telcom Group Ltd

Consolidated Statement of Comprehensive Income for the Year Ended 30 June 2024

2024
£

2023
£

Loss for the year

(17,649,832)

(16,466,460)

Total comprehensive income for the year

(17,649,832)

(16,466,460)

Total comprehensive income attributable to:

Owners of the company

(17,649,832)

(16,466,460)

 

Telcom Group Ltd

(Registration number: 11428641)
Consolidated Balance Sheet as at 30 June 2024

Note

2024
£

2023
£

Fixed assets

 

Intangible assets

13

15,941,328

485,991

Tangible assets

14

33,977,627

21,371,409

 

49,918,955

21,857,400

Current assets

 

Stocks

17

1,806,809

3,099,367

Debtors

18

5,554,951

3,242,201

Cash at bank and in hand

 

1,621,503

788,572

 

8,983,263

7,130,140

Creditors: Amounts falling due within one year

20

(23,674,290)

(9,059,899)

Net current liabilities

 

(14,691,027)

(1,929,759)

Total assets less current liabilities

 

35,227,928

19,927,641

Creditors: Amounts falling due after more than one year

20

(78,501,731)

(45,551,616)

Net liabilities

 

(43,273,803)

(25,623,975)

Capital and reserves

 

Called up share capital

21

12,656

12,652

Share premium reserve

1,987,348

1,987,348

Retained earnings

(45,273,807)

(27,623,975)

Equity attributable to owners of the company

 

(43,273,803)

(25,623,975)

Shareholders' deficit

 

(43,273,803)

(25,623,975)

Approved and authorised by the Board on 25 June 2025 and signed on its behalf by:
 

.........................................
Mr Christopher John Baldock
Director

 

Telcom Group Ltd

(Registration number: 11428641)
Balance Sheet as at 30 June 2024

Note

2024
£

2023
£

Fixed assets

 

Intangible assets

13

1,025,981

442,414

Tangible assets

14

2,634,534

1,825,139

Investments

15

11,882

11,881

 

3,672,397

2,279,434

Current assets

 

Stocks

17

1,806,809

3,099,367

Debtors

18

32,532,664

31,487,030

Cash at bank and in hand

 

613,621

86,837

 

34,953,094

34,673,234

Creditors: Amounts falling due within one year

20

(15,405,781)

(7,197,379)

Net current assets

 

19,547,313

27,475,855

Total assets less current liabilities

 

23,219,710

29,755,289

Creditors: Amounts falling due after more than one year

20

(61,077,268)

(45,432,253)

Net liabilities

 

(37,857,558)

(15,676,964)

Capital and reserves

 

Called up share capital

21

12,656

12,652

Share premium reserve

1,987,348

1,987,348

Retained earnings

(39,857,562)

(17,676,964)

Shareholders' deficit

 

(37,857,558)

(15,676,964)

The company made a loss after tax for the financial year of £22,180,598 (2023 - loss of £9,259,561).

Approved and authorised by the Board on 25 June 2025 and signed on its behalf by:
 

.........................................
Mr Christopher John Baldock
Director

 

Telcom Group Ltd

Consolidated Statement of Changes in Equity for the Year Ended 30 June 2024
Equity attributable to the parent company

Share capital
£

Share premium
£

Retained earnings
£

Total
£

At 1 July 2022

12,652

1,987,348

(11,157,515)

(9,157,515)

Loss for the year

-

-

(16,466,460)

(16,466,460)

At 30 June 2023

12,652

1,987,348

(27,623,975)

(25,623,975)

Total equity
£

At 1 July 2022

(9,157,515)

Loss for the year

(16,466,460)

At 30 June 2023

(25,623,975)


 

Share capital
£

Share premium
£

Retained earnings
£

Total
£

At 1 July 2023

12,652

1,987,348

(27,623,975)

(25,623,975)

Loss for the year

-

-

(17,649,832)

(17,649,832)

New share capital subscribed

4

-

-

4

At 30 June 2024

12,656

1,987,348

(45,273,807)

(43,273,803)

Total equity
£

At 1 July 2023

(25,623,975)

Loss for the year

(17,649,832)

New share capital subscribed

4

At 30 June 2024

(43,273,803)

 

Telcom Group Ltd

Statement of Changes in Equity for the Year Ended 30 June 2024

Share capital
£

Share premium
£

Retained earnings
£

Total
£

At 1 July 2023

12,652

1,987,348

(17,676,964)

(15,676,964)

Loss for the year

-

-

(22,180,598)

(22,180,598)

New share capital subscribed

4

-

-

4

At 30 June 2024

12,656

1,987,348

(39,857,562)

(37,857,558)


 

Share capital
£

Share premium
£

Retained earnings
£

Total
£

At 1 July 2022

12,652

1,987,348

(8,417,403)

(6,417,403)

Loss for the year

-

-

(9,259,561)

(9,259,561)

At 30 June 2023

12,652

1,987,348

(17,676,964)

(15,676,964)

 

Telcom Group Ltd

Consolidated Statement of Cash Flows for the Year Ended 30 June 2024

Note

2024
£

2023
£

Cash flows from operating activities

Loss for the year

 

(17,649,832)

(16,466,460)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

4,841,952

3,071,257

Profit on disposal of tangible assets

4

-

(40,300)

Finance income

(21,059)

-

Finance costs

8,599,034

3,697,264

Income tax expense

12

(138,750)

100

 

(4,368,655)

(9,738,139)

Working capital adjustments

 

Decrease/(increase) in stocks

17

506,524

(1,579,606)

Increase in trade debtors

18

(216,961)

(419,823)

Increase in trade creditors

20

1,082,147

3,716,184

Increase in provisions

786,034

-

Cash generated from operations

 

(2,210,911)

(8,021,384)

Income taxes received/(paid)

12

138,750

(1,409)

Net cash flow from operating activities

 

(2,072,161)

(8,022,793)

Cash flows from investing activities

 

Interest received

21,059

-

Acquisition of subsidiaries

15

(7,836,580)

-

Acquisitions of tangible assets

(13,229,603)

(15,849,846)

Proceeds from sale of tangible assets

 

-

175,276

Acquisition of intangible assets

13

(600,637)

(480,235)

Net cash flows from investing activities

 

(21,645,761)

(16,154,805)

Cash flows from financing activities

 

Interest paid

(8,599,034)

(3,697,264)

Proceeds from issue of ordinary shares, net of issue costs

 

4

-

Proceeds from bank borrowing draw downs

 

8,000,000

-

Repayment of bank borrowing

 

(47,392)

(53,579)

Proceeds from other borrowing draw downs

 

25,286,618

24,660,324

Payments to finance lease creditors

 

(89,343)

(230,657)

Net cash flows from financing activities

 

24,550,853

20,678,824

Net increase/(decrease) in cash and cash equivalents

 

832,931

(3,498,774)

Cash and cash equivalents at 1 July

 

788,572

4,287,346

Cash and cash equivalents at 30 June

 

1,621,503

788,572

 

Telcom Group Ltd

Statement of Cash Flows for the Year Ended 30 June 2024

Note

2024
£

2023
£

Cash flows from operating activities

Loss for the year

 

(22,180,598)

(9,259,561)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

338,110

255,702

Finance income

(17,306)

-

Finance costs

6,441,532

3,673,705

Income tax expense

12

(138,750)

-

 

(15,557,012)

(5,330,154)

Working capital adjustments

 

Decrease/(increase) in stocks

17

506,524

(1,579,606)

Increase in trade debtors

18

(10,007,621)

(19,763,040)

Increase in trade creditors

20

8,207,586

3,693,518

Increase in provisions

9,748,019

-

Cash generated from operations

 

(7,102,504)

(22,979,282)

Income taxes received

12

138,750

-

Net cash flow from operating activities

 

(6,963,754)

(22,979,282)

Cash flows from investing activities

 

Interest received

17,306

-

Acquisition of subsidiaries

15

(1)

-

Acquisitions of tangible assets

(1,130,435)

(1,483,350)

Proceeds from sale of tangible assets

 

-

4,427

Acquisition of intangible assets

13

(600,637)

-

Acquisition of investment properties

-

(435,801)

Net cash flows from investing activities

 

(1,713,767)

(1,914,724)

Cash flows from financing activities

 

Interest paid

(6,441,532)

(3,673,705)

Proceeds from issue of ordinary shares, net of issue costs

 

4

-

Repayment of bank borrowing

 

(9,168)

(9,954)

Proceeds from other borrowing draw downs

 

15,655,001

24,660,000

Net cash flows from financing activities

 

9,204,305

20,976,341

Net increase/(decrease) in cash and cash equivalents

 

526,784

(3,917,665)

Cash and cash equivalents at 1 July

 

86,837

4,004,502

Cash and cash equivalents at 30 June

 

613,621

86,837

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Northstar
135-141 Oldham Street
Manchester
M4 1LN
England

These financial statements were authorised for issue by the Board on 25 June 2025.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The financial statements are presented in sterling which is the functional currency of the company.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 June 2024.

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

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

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

The group reports net liabilities of £43,273,803 as at 30 June 2024 and net current liabilities of £14,691,027.

On this basis the group requires the support of its' major shareholder, Gresham House, in order to meet its financial obligations as they fall due. Management have prepared cashflows for the next 12 months from the date of signing these financial statements and have reviewed these to determine the level of support which would be required based on various scenarios.

The directors are confident following discussions with the management and shareholders that they have access to the additional funding support required to ensure that the group and company can meet their day-to-day obligations.

On this basis, the financial statements have been prepared on a going concern basis. The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Therefore they continue to adopt the going concern basis of accounting in the preparation of the financial statements.

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

Judgements

The key material area of significant management judgement and estimation uncertainty is in respect of the depreciation of tangible and intangible fixed assets, in particular the useful economic life of infrastructure assets and associated development costs. Management review the nature of expenditure on these assets on a line-by-line basis to determine each individual element's expected useful economic life and to then depreciate the cost on a straight line basis over that expected life.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.

The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.

Government grants

Grants received towards revenue expenditure are released to the profit and loss account as the related expenditure is incurred or when any terms and conditions relating to the grant are satisfied. Grants towards capital expenditure are released to the profit and loss account over the expected useful life of the assets.

Grants received in advance are included within deferred income whilst those for which the conditions have been met and which are virtually certain to be received by the company are included in accrued income.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Land and buildings

10% straight line

Furniture, fittings and equipment

33% straight line

Motor vehicles

20% straight line

Infrastructure works

4 - 20% straight line

Other tangible assets

20 - 33% straight line

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Other intangible assets

4 - 20% straight line

Goodwill

10% straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

3

Turnover

The entirety of the turnover of the group for the current and preceding financial periods relates to the principal activities of the group and is derived wholly within the United Kingdom.

The analysis of the group's turnover for the year from continuing operations is as follows:

2024
£

2023
£

Rendering of services

16,509,352

4,708,615

Interest received

1,164

118

Grants received

587,773

192,636

Other revenue

47,799

16,716

17,146,088

4,918,085

4

Other gains and losses

The analysis of the group's other gains and losses for the year is as follows:

2024
£

2023
£

Gain on disposal of tangible assets

-

40,300

Loss from write-downs and reversals of stocks

(786,034)

-

(786,034)

40,300

On 12 May 2025 the Group disposed of its interest in Clear Fibre Limited.

The stock held by the Group on behalf of Clear Fibre Limited was reviewed for its net realisable value based upon its utilisation prior to the date of disposal and its residual value to the Group following the disposal and an amount of £786,034 was provided against the NRV of this stock.

5

Operating loss

Arrived at after charging/(crediting)

2024
£

2023
£

Depreciation expense

3,710,889

3,047,809

Amortisation expense

1,131,062

24,353

Research and development cost

82,500

134,032

Operating lease expenses

4,171,566

892,372

Profit on disposal of property, plant and equipment

-

(40,300)

6

Other interest receivable and similar income

2024
£

2023
£

Interest income on bank deposits

1,884

-

Other finance income

19,175

-

21,059

-

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

7

Interest payable and similar expenses

2024
£

2023
£

Interest on bank overdrafts and borrowings

329,480

194,071

Interest on preference shares

355,000

-

Interest expense on other finance liabilities

1,046,346

21,764

Interest payable on loans from group undertakings

6,868,209

3,481,430

8,599,035

3,697,265

8

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2024
£

2023
£

Wages and salaries

7,509,378

5,631,076

Social security costs

850,171

939,741

Other short-term employee benefits

162,754

109,971

Pension costs, defined contribution scheme

198,654

160,429

Redundancy costs

-

37,296

Other employee expense

569,552

567,393

9,290,509

7,445,906

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2024
No.

2023
No.

Production

90

90

Administration and support

127

132

217

222

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

9

Directors' remuneration

The directors' remuneration for the year was as follows:

2024
£

2023
£

Remuneration

885,890

603,267

Contributions paid to money purchase schemes

22,535

6,791

908,425

610,058

During the year the number of directors who were receiving benefits and share incentives was as follows:

2024
No.

2023
No.

Accruing benefits under money purchase pension scheme

4

3

In respect of the highest paid director:

2024
£

2023
£

Remuneration

215,213

185,489

10

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £198,655 (2023 - £160,430).

Contributions totalling £70,943 (2023 - £1,727) were payable to the scheme at the end of the year and are included in creditors.

11

Auditors' remuneration

2024
£

2023
£

Audit of these financial statements

54,500

26,000


 

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

12

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2024
£

2023
£

Current taxation

UK corporation tax

(138,750)

100

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of 25% (2023 - 20.5%).

The differences are reconciled below:

2024
£

2023
£

Loss before tax

(17,788,582)

(16,466,360)

Corporation tax at standard rate

(4,447,146)

(3,375,604)

Tax increase from effect of unrelieved tax losses carried forward

4,447,146

3,375,704

Tax decrease from effect of adjustment in research and development tax credit

(138,750)

-

Total tax (credit)/charge

(138,750)

100

For financial periods beginning on or after 1 April 2023, the corporation tax rate increased to 25% for profits over £250,000. A small profits rate (SPR) will also be introduced for companies with profits of £50,000 or less so that they will continue to pay corporation tax at 19%. Companies with profits between £50,000 and £250,000 will pay tax at the main rate reduced by marginal relief.

The group and company have significant tax losses carried forward as at 30 June 2024 in respect of the accumulated losses recognised through the profit and loss account and also tax allowances on capital expenditure.

The deferred tax asset in respect of these losses has not been recognised in these financial statements as the availability and timing of future profits against which these losses could be utilised is uncertain. The deferred tax assets is only recognised to the extent that it will be used to offset any potential liability on the disposal of any fixed assets of the company or group and to reduce the deferred tax liability in respect of timing differences on the recognition of capital items for accounting and taxation purposes to £Nil.

It is understood that the group and company is reviewing the availability of R&D tax credits and potential claims, but at the date of approval of these financial statements the quantum and timing of any credits is uncertain and no amounts have been recognised for any potential future claims.

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

13

Intangible assets

Group

Goodwill
 £

Other intangible assets
 £

Total
£

Cost or valuation

At 1 July 2023

-

510,342

510,342

Additions acquired separately

15,985,762

600,637

16,586,399

At 30 June 2024

15,985,762

1,110,979

17,096,741

Amortisation

At 1 July 2023

-

24,351

24,351

Amortisation charge

1,112,434

18,628

1,131,062

At 30 June 2024

1,112,434

42,979

1,155,413

Carrying amount

At 30 June 2024

14,873,328

1,068,000

15,941,328

At 30 June 2023

-

485,991

485,991

The aggregate amount of research and development expenditure recognised as an expense during the period is £82,500 (2023 - £134,032).

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

Company

Other intangible assets
 £

Total
£

Cost or valuation

At 1 July 2023

465,908

465,908

Additions acquired separately

600,637

600,637

At 30 June 2024

1,066,545

1,066,545

Amortisation

At 1 July 2023

23,494

23,494

Amortisation charge

17,070

17,070

At 30 June 2024

40,564

40,564

Carrying amount

At 30 June 2024

1,025,981

1,025,981

At 30 June 2023

442,414

442,414

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

14

Tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
 £

Motor vehicles
 £

Infrastructure works
 £

Other tangible assets
£

Total
£

Cost or valuation

At 1 July 2023

436,407

384,561

72,848

23,419,263

1,472,885

25,785,964

Additions

58,404

12,368

-

13,155,826

3,005

13,229,603

Acquired through business combinations

-

1,388

-

3,086,116

-

3,087,504

At 30 June 2024

494,811

398,317

72,848

39,661,205

1,475,890

42,103,071

Depreciation

At 1 July 2023

38,417

167,813

30,353

3,167,127

1,010,844

4,414,554

Charge for the year

45,403

131,942

14,570

3,316,090

202,885

3,710,890

At 30 June 2024

83,820

299,755

44,923

6,483,217

1,213,729

8,125,444

Carrying amount

At 30 June 2024

410,991

98,562

27,925

33,177,988

262,161

33,977,627

At 30 June 2023

397,990

216,748

42,495

20,252,135

462,041

21,371,409

Included within the net book value of land and buildings above is £155,105 (2023: £174,465) in respect of freehold land and buildings and £255,886 (2023: £223,526) in respect of long leasehold land and buildings.
 

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

Company

Land and buildings
£

Furniture, fittings and equipment
 £

Infrastructure works
 £

Other tangible assets
£

Total
£

Cost or valuation

At 1 July 2023

436,407

384,561

1,203,540

82,777

2,107,285

Additions

58,404

8,777

1,063,254

-

1,130,435

At 30 June 2024

494,811

393,338

2,266,794

82,777

3,237,720

Depreciation

At 1 July 2023

38,417

167,813

50,617

25,299

282,146

Charge for the year

45,403

131,334

116,695

27,608

321,040

At 30 June 2024

83,820

299,147

167,312

52,907

603,186

Carrying amount

At 30 June 2024

410,991

94,191

2,099,482

29,870

2,634,534

At 30 June 2023

397,990

216,748

1,152,923

57,478

1,825,139

Included within the net book value of land and buildings above is £410,991 (2023 - £174,465) in respect of freehold land and buildings and £Nil (2023 - £223,526) in respect of long leasehold land and buildings.
 

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

15

Investments

Company

2024
£

2023
£

Investments in subsidiaries

11,882

11,881


 

Subsidiaries

£

Cost or valuation

At 1 July 2023

11,881

Additions

1

At 30 June 2024

11,882

Provision

Carrying amount

At 30 June 2024

11,882

At 30 June 2023

11,881

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2024

2023

Subsidiary undertakings

Telcom Infrastructure Limited

England and Wales

Ordinary

100%

100%

Telcom Wholesale Limited

England and Wales

Ordinary

100%

100%

Telcom Networks Limited

England and Wales

Ordinary

100%

100%

Telcom Paymaster Limited

England and Wales

Ordinary

100%

100%

Clear Fibre Limited

England and Wales

Ordinary

100%

100%

Pioneer Utilities Limited

England and Wales

Ordinary

100%

100%

WeFibre Limited

England and Wales

Ordinary

100%

100%

Telcom Midco Limited

England and Wales

Ordinary

100%

0%

Telcom Bidco Limited

England and Wales

Ordinary

100%

0%

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

Luminet Networks Limited

England and Wales

Ordinary

100%

0%

Luminet Solutions Limited

England and Wales

Ordinary

100%

0%

Luminet Data Limited

England and Wales

Ordinary

100%

0%

NeutralOne Limited

England and Wales

Ordinary

100%

0%

The holdings in Telcom Infrastructure Limited, Telcom Wholesale Limited, Telcom Networks Limited, Telcom Paymaster Limited, Clear Fibre Limited, Pioneer Utilities Limited, WeFibre Limited and Telcom Midco Limited are held directly by Telcom Group Limited as the parent entity.

Telcom Midco Limited holds 100% of the issued share capital of Telcom Bidco Limited.

Telcom Bidco Limited holds 100% of the issued share capital of Luminet Networks Limited.

Luminet Networks Limited holds 100% of the issued share capital of Luminet Solutions Limited, Luminet Data Limited and NeutralOne Limited.

On 20 December 2024 the group undertook a restructure such that all direct shareholdings of Telcom Group Limited (as noted above) were transferred to be held by Telcom Bidco Limited.

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

Subsidiary undertakings

Telcom Infrastructure Limited
The principal activity of Telcom Infrastructure Limited is that of the provision of telecommunications infrastructure. Telcom Infrastructure Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.

Telcom Wholesale Limited
The principal activity of Telcom Wholesale Limited is that of the provision of telecommunications services. Telcom Wholesale Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.

Telcom Networks Limited
The principal activity of Telcom Networks Limited is that of the provision of telecommunications infrastructure. Telcom Networks Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.

Telcom Paymaster Limited
The principal activity of Telcom Paymaster Limited is that of the provision of human resource services. Telcom Paymaster Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.

Clear Fibre Limited
The principal activity of Clear Fibre Limited is that of the provision of telecommunications infrastructure. Clear Fibre Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.

Pioneer Utilities Limited
The principal activity of Pioneer Utilities Limited is that of the provision of telecommunications infrastructure. Pioneer Utilities Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.

WeFibre Limited
The principal activity of WeFibre Limited is that of the provision of telecommunications infrastructure. WeFibre Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.

Telcom Midco Limited
The principal activity of Telcom Midco Limited is that of an intermediary holding company.

Telcom Bidco Limited
The principal activity of Telcom Bidco Limited is that of an intermediary holding company.

Luminet Networks Limited
The principal activity of Luminet Networks Limited is that of an intermediary holding company.

Luminet Solutions Limited
The principal activity of Luminet Solutions Limited is that of the provision of telecommunications services and infrastructure.

Luminet Data Limited
The principal activity of Luminet Data Limited is that of a dormant company. Luminet Data Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 480 of that Act.

NeutralOne Limited
The principal activity of NeutralOne Limited is that of a dormant company. NeutralOne Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 480 of that Act.
 

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

Subsidiary undertakings

Telcom Infrastructure Limited
The principal activity of Telcom Infrastructure Limited is that of the provision of telecommunications infrastructure. Telcom Infrastructure Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.

Telcom Wholesale Limited
The principal activity of Telcom Wholesale Limited is that of the provision of telecommunications services. Telcom Wholesale Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.

Telcom Networks Limited
The principal activity of Telcom Networks Limited is that of the provision of telecommunications infrastructure. Telcom Networks Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.

Telcom Paymaster Limited
The principal activity of Telcom Paymaster Limited is that of the provision of human resource services. Telcom Paymaster Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.

Clear Fibre Limited
The principal activity of Clear Fibre Limited is that of the provision of telecommunications infrastructure. Clear Fibre Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.

Pioneer Utilities Limited
The principal activity of Pioneer Utilities Limited is that of the provision of telecommunications infrastructure. Pioneer Utilities Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.

WeFibre Limited
The principal activity of WeFibre Limited is that of the provision of telecommunications infrastructure. WeFibre Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.

Telcom Midco Limited
The principal activity of Telcom Midco Limited is that of an intermediary holding company.

Telcom Bidco Limited
The principal activity of Telcom Bidco Limited is that of an intermediary holding company.

Luminet Networks Limited
The principal activity of Luminet Networks Limited is that of an intermediary holding company.

Luminet Solutions Limited
The principal activity of Luminet Solutions Limited is that of the provision of telecommunications services and infrastructure.

Luminet Data Limited
The principal activity of Luminet Data Limited is that of a dormant company. Luminet Data Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 480 of that Act.

NeutralOne Limited
The principal activity of NeutralOne Limited is that of a dormant company. NeutralOne Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 480 of that Act.
 

16

Business combinations

On 20 October 2023, Telcom Bidco Limited (a subsidiary company of the group) acquired 100% of the issued share capital of Luminet Networks Limited (the parent company of Luminet Solutions Limited), obtaining control.

Luminet Networks Limited contributed £7,136,013 revenue and £(206,312) to the group's profit for the period between the date of acquisition and the Balance Sheet date. Note that this included £355,000 of one-off costs in respect of the settlement of preference shares in Luminet Networks Limited and excluding these costs the acquired companies contributed a profit of £148,688.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

Book value
2024
£

Fair value
2024
£

Assets and liabilities acquired

Financial assets

1,355,284

1,355,284

Tangible assets

3,087,504

3,087,504

Financial liabilities

(9,164,863)

(9,164,863)

Total identifiable assets

(4,722,075)

(4,722,075)

Goodwill

15,985,762

15,985,762

Total consideration

11,263,687

11,263,687

Satisfied by:

Cash

8,203,645

8,203,645

Contingent consideration arrangement

3,060,042

3,060,042

Total consideration transferred

11,263,687

11,263,687

Cash flow analysis:

Cash consideration

8,203,645

8,203,645

Less: cash and cash equivalent balances acquired

(367,065)

(367,065)

Net cash outflow arising on acquisition

7,836,580

7,836,580

The useful life of goodwill is 10 years.

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

17

Stocks

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Other inventories

1,806,809

3,099,367

1,806,809

3,099,367

18

Debtors

   

Group

Company

Current

Note

2024
£

2023
£

2024
£

2023
£

Trade debtors

 

1,952,305

863,593

1,151,316

719,930

Amounts due from group undertakings

24

-

-

27,581,565

28,952,884

Other debtors

 

2,332,285

2,114,327

3,452,178

1,624,773

Prepayments

 

1,225,405

261,138

347,605

189,443

Accrued income

 

2,067

-

-

-

Income tax asset

12

42,889

3,143

-

-

   

5,554,951

3,242,201

32,532,664

31,487,030

19

Cash and cash equivalents

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Cash at bank

1,421,429

705,653

413,547

3,918

Short-term deposits

200,074

82,919

200,074

82,919

1,621,503

788,572

613,621

86,837

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

20

Creditors

   

Group

Company

Note

2024
£

2023
£

2024
£

2023
£

Due within one year

 

Loans and borrowings

22

304,428

104,659

10,833

10,015

Trade creditors

 

4,662,835

2,480,232

1,970,026

2,216,766

Social security and other taxes

 

985,836

360,051

-

-

Outstanding defined contribution pension costs

 

70,943

1,727

-

-

Other payables

 

3,547,301

1,182

3,424

6,128

Accruals

 

14,102,947

6,112,048

13,421,498

4,964,470

 

23,674,290

9,059,899

15,405,781

7,197,379

Due after one year

 

Loans and borrowings

22

78,501,731

45,551,616

61,077,268

45,432,253

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

21

Share capital

Allotted, called up and fully paid shares

2024

2023

No.

£

No.

£

A Ordinary of £1 each

3,195

3,195

8,906

8,906

A2 Ordinary of £1 each

5,711

5,711

-

-

B Ordinary of £1 each

-

-

-

-

C Ordinary of £1 each

3,150

3,150

3,150

3,150

D Ordinary of £0.00 each

31,151

3

-

-

A Preferred of £0.00 each

74,560

7

74,560

7

A1 Preferred of £1 each

589

589

589

589

118,356

12,656

87,205

12,652

22

Loans and borrowings

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Non-current loans and borrowings

Bank borrowings

7,865,904

92,337

8,333

18,319

Finance lease liabilities

-

45,021

-

-

Other borrowings

70,635,827

45,414,258

61,068,935

45,413,934

78,501,731

45,551,616

61,077,268

45,432,253

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Current loans and borrowings

Bank borrowings

230,766

51,727

10,833

10,015

Finance lease liabilities

8,611

52,932

-

-

Other borrowings

65,051

-

-

-

304,428

104,659

10,833

10,015


 

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024


Group
Bank borrowings of the Group consist of amounts totalling £96,670 (2023: £144,064) which are repayable by instalments in full within 2 years and are unsecured with interest payable at a fixed interest rate of 2.5% as well as an amount of £8,000,000 (2023: £Nil) which is repayable in quarterly instalments from September 2024 to June 2027 and then repayable in full on the termination date which falls four years after the original drawdown (20 October 2027). Interest is payable on the balance of the loan at a rate of 7 - 8% above term SONIA..

Group finance lease liabilities are secured against the relevant assets to which they relate.

Included in other borrowings of the Group are amounts totalling £69,801,584 (2023: £45,351,584) which are owed to the parent entity, Gresham House. Interest is accruing on these amounts at a rate of 10% per annum and repayment is due by quarterly instalments with final payment due by 30 June 2031. These amounts are secured by way of a fixed and floating charge over all assets of the group.

Company
Bank borrowings of the Company are repayable by instalments in full within 2 years and are unsecured with interest payable at a fixed interest rate of 2.5%.

Included in other borrowings of the Company are amounts totalling £61,003,934 (2023: £45,351,584) which are owed to the parent entity, Gresham House. Interest is accruing on these amounts at a rate of 10% per annum and repayment is due by quarterly instalments with final payment due by 30 June 2031. These amounts are secured by way of a fixed and floating charge over all assets of the group.

23

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

2,834,910

627,291

Later than one year and not later than five years

4,357,965

983,356

Later than five years

2,454,252

47,250

9,647,127

1,657,897

24

Related party transactions

The company has taken advantage of the exemption conferred by FRS 102 not to disclose transactions with wholly owned members of the group headed by Telcom Group Ltd.

At 30 June 2024 the group was owed amounts totalling £Nil (2023: £400) by directors. These loans were provided unsecured, interest free and repayable on demand.

25

Parent and ultimate parent undertaking

The company's immediate parent is Gresham House (Nominees) Limited, incorporated in England and Wales.

 The most senior parent entity producing publicly available financial statements is Telcom Group Limited.

 

Telcom Group Ltd

Notes to the Financial Statements for the Year Ended 30 June 2024

26

Non adjusting events after the financial period

On 12 May 2025 the entire issued share capital of Clear Fibre Limited, a trading subsidiary of the group, was disposed of by the group to an unconnected third party. The results of Clear Fibre Limited have, therefore, been disclosed as being discontinued operations within the consolidated profit and loss account whilst other related transactions (i.e. the write down of stock held on behalf of Clear Fibre Limited totalling £786,034) have also been classified accordingly.