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Registered number:
FOR THE YEAR ENDED 31 MARCH 2025
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STL UK HOLDCO LIMITED
CONTENTS
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STL UK HOLDCO LIMITED
COMPANY INFORMATION
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STL UK HOLDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The Directors present their report and the financial statements of the company for the year ended 31 March 2025.
The company was incorporated on 3 May 2021.
The principal activity of the company in the period under review was that of an investment holding company.
On 27th July 2021, the company acquired a 80% stake in Clearcomm Group Limited, a company incorporated in England and involved in the telecommunications sector.
The company made a loss of £623,746 (2024: £703,363) in the reporting period. Despite of these continued losses, the directors remain confident in the long-term growth prospects of the company and are actively implementing measures to improve operational efficiencies, enhance revenue streams, and drive sustainable profitability. The directors continue to monitor financial performance closely and are committed to strengthening the company’s position in the market through strategic initiatives and prudent financial management. Sterlite Technologies Limited (STL) has received approval from the National Company Law Tribunal (NCLT) for the demerger of its Global Services Business into STL Networks Limited (STNL), with the scheme becoming effective on March 31, 2025. Post demerger, relevant subsidiaries, including UK-based entities, will be transferred to STNL, and its shares will be listed on Indian stock exchanges with mirror shareholding to STL’s existing shareholders.
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STL UK HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
The Directors are responsible for preparing the Directors' report and the financial statements of the company in accordance with applicable law and regulations.
In preparing these financial statements of the company, the Directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements of the company on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements of the company 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.
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STL UK HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
The Directors who served during the year were:
Both the directors, being eligible, offer themselves for election at the forthcoming Annual General Meeting.
AUDITORS
The auditors, Focus Somar Audit and Tax Accountants, will be proposed for re-appointment at the forthcoming Annual General Meeting. This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.
This report was approved by the board on
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STL UK HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STL UK HOLDCO LIMITED
We have audited the financial statements of STL UK Holdco Limited (the 'Company') for the year ended 31 March 2025, which comprise the Income statement, the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, 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).
The company has recognised a deferred tax asset of £249,710 as at 31st March, 2025. Based on the available evidence, we were not provided with sufficient and appropriate audit evidence to support the recoverability of this asset in future periods. Consequently, we were unable to determine whether any material adjustments might be necessary in respect of the deferred tax asset recognised and the related deferred tax credit in the profit and loss account.
Additionally, interest expense payable of £143,801 for the year ended 31st March, 2025 has not been recognised in the financial statements. In our opinion, this interest expense should have been accrued in the reporting period. Had the interest been recognised, profit before tax would have been reduced by £143,801 and liabilities would have been increased by the same amount. These matters result in an overstatement of assets by £249,710 and an understatement of liabilities by £143,801, and consequently an overstatement of profit for the year by £393,511.
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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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.
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STL UK HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STL UK HOLDCO LIMITED (CONTINUED)
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 a period of at least twelve months from when the financial statements are 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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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 our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' report has been prepared in accordance with applicable legal requirements.
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STL UK HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STL UK HOLDCO LIMITED (CONTINUED)
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 Directors' report.
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STL UK HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STL UK HOLDCO LIMITED (CONTINUED)
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 Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
- Enquiries of management, concerning the company’s policies and procedures relating to: • Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance • Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud - Discussions among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. • Performed analytical procedures to identify any unusual relationships • Tested journal entries to identify unusual transactions We also obtained an understanding of the legal and regulatory frameworks that the company operates in. As a result of performing the above, we did not identify any key audit matters refated to the potential risk of fraud or non-compliance.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
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STL UK HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STL UK HOLDCO LIMITED (CONTINUED)
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditors
Chartered Certified Accountants
Apex House
Grand Arcade
North Finchley
N12 0EH
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STL UK HOLDCO LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
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STL UK HOLDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
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STL UK HOLDCO LIMITED
REGISTERED NUMBER: 13370973
BALANCE SHEET
AS AT 31 MARCH 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 15 to 21 form part of these financial statements.
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STL UK HOLDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
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STL UK HOLDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
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STL UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
STL UK Holdco Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.
5.ACCOUNTING POLICIES
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.
The following principal accounting policies have been applied:
The operating expenses of the company is supported by its group company.
The directors have prepared a cashflow forecast of the Company for at least 12 months from the date of approval of these financial statements.The Company has obtained a letter of support from the parent company to confirm their intention to provide support to STL UK Holdco Limited for a period of at least 12 months from the date of approval of these Financial Statements. The Director has concluded that the combination of the cashflow forecasts for the 12 month period from date of approval of the financial statement, and the ongoing support as provided by the parent company, provides reasonable certainty that the company has adequate working capital resources to continue in operational existence for the foreseeable future and for these reasons continue to adopt the going concern basis of accounting in preparing these Financial Statements.
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).
This information is included in the consolidated financial statements of Sterlite Technologies Limited incorporated in India as at 31.03.2025 and these financial statements may be obtained from the comapnies website www.stl.tech.
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STL UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
5.ACCOUNTING POLICIES (continued)
The financial statements contain information about STL UK HoldCo Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Sterlite Technologies Limited, India, EI, MIDC Industrial Area, Waluj, Aurangabad, Maharashtra.
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland’, not to disclose related party transactions with wholly owned subsidiaries within the group.
The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and judgements that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the balance sheet date, and the reported amounts of income and expenses during the reporting period.
Deferred Taxation A deferred tax asset has been recognised only to the extent that it is considered probable that future taxable profits will be available against which the asset can be utilised. Accordingly, the recognised balance has been capped at the prior year’s amount of £249,710. No deferred tax asset has been recognised in respect of current year timing differences or tax losses, reflecting management’s assessment that the recoverability of these amounts is not sufficiently certain. This assessment involved significant judgement and consideration of various factors, including projected financial performance, expected future taxable income, and potential changes in the business model or market conditions.
Investments in subsidiary undertakings are recognised at cost.
Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.
Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.
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STL UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
5.ACCOUNTING POLICIES (continued)
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts which are an integral part of the company's cash management.
Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except to the extent that it relates to items recognised in other comprehensive income or directly in equity. Current or deferred taxation assets and liabilities are not discounted. Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
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STL UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
There were no factors that may affect future tax charges.
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STL UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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STL UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The following secured debts are included within creditors:
Bank loans £6,330,700 (2024: £8,140,000) The bank has received unconditional and irrevocable corporate guarantees from Sterlite Technologies Limited (parent of STL Holdco UK Limited) and Clearcomm Group (subsidiary of STL Holdco UK Limited). The bank also has a first charge over the entire current assets of Clearcomm Group Limited and pledge of shares held by STL UK Holdco Limited in Clearcomm Group Limited.
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STL UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The company is wholly-owed subsidiary of Sterlite Technologies Limited, a company incorporated in India, which is ultimate parent company. The group accounts and copies of these can be obtained from the company's website www.stl.tech.
Ultimate controlling party is Mr Anil Agarwal, a resident in UK. Sterlite Technologies Limited (STL) has received approval from the National Company Law Tribunal (NCLT) for the demerger of its Global Services Business into STL Networks Limited (STNL), with the Scheme becoming effective on March 31, 2025. Post demerger, relevant subsidiaries, including UK-based entities, will be transferred to STNL, and its shares will be listed on Indian stock exchanges with mirror shareholding to STL’s existing shareholders.
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STL UK HOLDCO LIMITED
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