COLOMBO HOLDCO LIMITED
11471094
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
COLOMBO HOLDCO LIMITED
COMPANY INFORMATION
Directors
Oscar Tylegard
Alexi Kirilenko
(Appointed 7 February 2025)
Bernardo Sottomayor
(Appointed 7 February 2025)
Company number
11471094
Registered office
1 Park Row
Leeds
Yorkshire
England
LS1 5AB
Independent Auditors
Ernst & Young LLP
Manchester
M2 3DF
COLOMBO HOLDCO LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Directors' responsibilities statement
7
Independent auditor's report
8 - 11
Statement of comprehensive income
12
Balance sheet
13
Statement of changes in equity
14
Notes to the financial statements
15 - 23
COLOMBO HOLDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Fair review of the business

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

The loss for the financial year was 143.3m NOK as at 31 December 2024. The company has net assets of 2.9b NOK at the year end.

Going concern assessment for the period to 30 June 2026

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

 

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

 

Further information on the group’s borrowings is given in note 9 to the consolidated financial statements.

 

The group's telecom infrastructure plays a key role in enabling new and cost-effective ways of operating offshore assets. The modern oil industry is developing remote and intelligent operations where more manpower and expertise can be placed onshore and decision making is both improved and accelerated. Consequently, the offshore market demand for low latency, high capacity and reliable telecommunication services is fundamentally strong. In 2024 the market started well and has been strong throughout the year. As a result, investments, and the activity level has been high in general in the offshore industry. This does not only relate to the Oil and Gas Industry but also in Maritime operations. We have seen uneven demand in the energy transition areas such as windfarms but there are still early signs of demand coming in the Carbon Capture area. Decommissioning of fixed production units are normal and exploration activity has been on a normal level. These factors have impacted our revenue growth positively.

 

The group has continued high expectations for the increasing coverage of the group's 4G network which continued in 2024 as well as preparing for the rollout of 5G for the future, in addition to the increased coverage from further extending our Fibre Optic Cable (FOC) network. We have also accelerated using new satellite technology, Low Earth Orbit (LEO), especially for the Rig market.

 

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

 

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

 

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

 

COLOMBO HOLDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Principal risks and uncertainties

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

 

Prices and markets

Being a holding company for a group of companies providing telecommunication services to the industry where the oil and gas industry is a large part, the group is susceptible to changes in the oil price. Oil, gas, product prices and margins can be very volatile, and are subject to international supply and demand. A decrease in these prices is likely to have an adverse effect on revenues for our customers, with an increasing risk of delay of offshore projects, decommissioning of oil producing installations or possible insolvency of clients. The group actively seeks to enter into long term agreements with its clients and has a base of such agreements with highly solvent clients. The oil price has been relatively stable during 2024 and together with the oil consumption have in general been quite positive for investments in the sector. The impact on clients and thus revenue have been positive, with clients requiring more services than previous years.

 

Compliance and control risks

 

Regulatory

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

 

Reporting

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

 

Safety and operational risks

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

COLOMBO HOLDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Key performance indicators

The parent company is a holding company and is reliant on its subsidiaries to be profitable. The group revenue is driven by the total capacity of telecommunication services provided annually to the offshore industry. In 2024 the market started well and has been stable throughout the year. As a result, investments have returned to normal, and the activity level has been high in general in the offshore industry. This does not only relate to the Oil and Gas Industry but also especially in the energy transition areas such as windfarms as well as early signs of demand coming in the Carbon Capture area. Decommissioning of fixed production units are back to normal and exploration activity has been on a normal level. These factors have impacted our revenue growth positively.

 

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

 

The group has a high focus on quality of our services and performance of our network, as we provide critical infrastructure to our customers. Policies and procedures are implemented to ensure that this meets the standards required by our customers. Risks are identified and monitored, and actions are taken to mitigate the risks to an acceptable level.

 

The group has established policies and procedures to ensure that the customer satisfaction level is monitored, and actions are taken to improve when needed.

 

The employees are key resources for the group, and we have implemented QHSE policies and procedures which includes monitoring of the work environment, employee satisfaction, turnover and sick-leave statistics, and other issues related to human resources.

 

 

2024

2023

 

NOK'000

NOK'000

Profit before tax

143,329

148,388

Net assets

2,869,927

2,926,598

 

DIRECTORS’ STATEMENT IN PERFORMANCE OF THEIR DUTIES UNDER SECTION 172(1)

The Directors consider, both individually and collectively, that they have acted in the way they consider, in good faith, to be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in 172(1)(a-f) of the Companies Act 2006) in the decisions taken during the period.

 

This includes considering the interests of our customers, vendors, and employees, maintaining high standards of business conduct, and considering our impacts on local communities and the environment.

 

Employees Involvement

We consider that our employees are a significant asset to our business. Frequent Management meetings chaired by the Chief Executive Officer and live-streamed Townhalls attended by the CEO facilitate two-way communications with employees. Employees are encouraged to submit suggestions which include where we can improve safety and operating efficiency. We invest in developing future leaders of the company and promote a mindset of continuous improvement to achieve the Company’s vision and goals.

 

Business relationships – suppliers, customers

We work closely with our customers and suppliers to delivery our services at a high-quality level with high reliability and safety. We engage regularly with operators and partners to share knowledge, offer support, and use our influence to establish best practices. We treat suppliers equally, without discrimination, promoting a ‘one-team’ culture.

 

Community and environment

We comply with all relevant legislation in the areas where we have our operations and disclose all necessary information. The Group’s external advisors provide advice in respect of changes to legislation or regulation and advise the Management directly.

 

Business conduct

We comply with the relevant legislation regarding ethical issues, including anti-bribery legislation, tax legislation and safety regulations. We conduct our business in a responsible manner to the benefit of the society in which we operate, our employees, our customers, and other stakeholders.

COLOMBO HOLDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Non-financial information statement
Environmental matters

The company's subsidiaries provide telecommunications through fibre optic cables and antennas. The Company has Quality, Health, Safety and Environment (QHSE) policies and procedures in place and manages QHSE issues accordingly. Our activities shall always be in accordance with applicable environmental laws and regulations, regardless of where the Company operates. No incidents causing environmental damage have been registered in the last 5 years.

 

The company has an established Environmental, Social and Governance (ESG) strategy, approved by the board. The strategy outlines the Company’s contribution to sustainable operations by ensuring customers’ access to affordable, reliable, sustainable and modern telecommunications solutions. The Company’s most important contribution is to offer services that enable digitization and remote offshore operations, with the possibility of reducing the carbon footprint. In addition to increased and systematic awareness internally, we require that our suppliers and partners commit to the UN's Sustainable Development Goals.

 

The company itself has a limited environmental impact. The largest contributors of CO2 emissions in the company are from travel, office activities such as waste management and energy usage and energy consumption related to equipment operations. Despite a limited carbon footprint, we have identified areas for improvement both in our own operations and in our supplier base and set targets for emissions reductions. For this, data is collected, analysed and reported systematically. The company has aligned itself to the Corporate Sustainability Reporting Directive (CSRD) framework, however is not captured by the requirements under current legislation.

 

The company is exempt from Streamlined Energy and Carbon Reporting (SECR) because none of the entities within the group are individually required to comply with SECR reporting.

The company's employees

The company has zero employees. The group has 157 employees where 9 are part-time employees and 148 are full-time employees. Gender equality and equal opportunities are ensured through our policies and procedures. The group has 31 female employees and 133 male employees.

Community issues

The company contributes to the communities in which it operates by its activities, including employment of staff, rental of property, purchase of goods and services, and payment of taxes.

 

Social matters and Respect for human rights

The company has adopted policies to support the UN sustainability targets including social matters for the communities in which we operate.

Anti-corruption and anti-bribery matters

The company has established and implemented anti-corruption and anti-bribery policies, including whistle-blower policy.

On behalf of the board

Oscar Tylegard
Alexi Kirilenko
Director
Director
Bernardo Sottomayor
Director
16 June 2025
COLOMBO HOLDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

The directors present their annual report and audited financial statements for the year ended 31 December 2024.

Principal activities

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

Directors

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

Scott Moseley
(Resigned 7 February 2025)
Oscar Tylegard
Alexi Kirilenko
(Appointed 7 February 2025)
Bernardo Sottomayor
(Appointed 7 February 2025)
Results and dividends

The results for the year are set out on page 12.

Preference dividends were paid amounting to NOK 200,000,000. The directors do not recommend payment of a further dividend.

Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Research and development

The company and the group does not have any research and development activities.

Future developments

The group and company’s performance largely reflect dividend/interest income received from, and interest expense received paid to, other companies within the group along with management charges to subsidiaries. In 2024 the market started well and has been stable throughout the year. As a result, investment levels are stable, and the activity level has been good in general in the offshore industry. This does not only relate to the Oil and Gas Industry but also to some degree in the energy transition areas such as windfarms as well as early signs of demand coming in the Carbon Capture area. Decommissioning of fixed production units are normal and exploration activity has been on a good level. These factors have impacted our revenue growth positively.

Independent Auditors

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

Statement of disclosure to auditors

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

 

 

COLOMBO HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
On behalf of the board
Oscar Tylegard
Alexi Kirilenko
Director
Director
Bernardo Sottomayor
Director
16 June 2025
COLOMBO HOLDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have 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 company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

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

COLOMBO HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF COLOMBO HOLDCO LIMITED
- 8 -
Opinion

We have audited the financial statements of Colombo Holdco Limited (the Company) for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes 1 to 16, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 102 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

 

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for the period to 30 June 2026.

 

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

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

Other information

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

 

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.

 

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.

 

We have nothing to report in this regard.

COLOMBO HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COLOMBO HOLDCO LIMITED
- 9 -

Opinions on other matters prescribed by the Companies Act 2006

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

 

Matters on which we are required to report by exception

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

 

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

 

Responsibilities of directors

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

 

In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

COLOMBO HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COLOMBO HOLDCO LIMITED
- 10 -
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

 

 

 

 

 

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

COLOMBO HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COLOMBO HOLDCO LIMITED
- 11 -

Use of our report

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

Jamie Dixon (Senior Statutory Auditor)
For and on behalf of Ernst & Young LLP
Chartered Accountants
Statutory Auditor
Manchester
M2 3DF
17 June 2025
COLOMBO HOLDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
2024
2023
Notes
NOK 000
NOK 000
Administrative expenses
(187)
(214)
Other interest receivable and similar income
5
302,415
292,661
Interest payable and similar expenses
6
(158,899)
(144,059)
Profit before taxation
143,329
148,388
Tax on profit
7
-
0
-
0
Profit for the financial period
143,329
148,388

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

COLOMBO HOLDCO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 13 -
2024
2023
Notes
NOK 000
NOK 000
NOK 000
NOK 000
Fixed assets
Investments
9
3,439,003
3,439,003
Current assets
Debtors falling due after more than one year
11
1,118,832
1,016,866
Debtors falling due within one year
11
48,313
48,313
Cash at bank and in hand
7,333
7,165
1,174,478
1,072,344
Creditors: amounts falling due within one year
12
(6)
(100)
Net current assets
1,174,472
1,072,244
Total assets less current liabilities
4,613,475
4,511,247
Creditors: amounts falling due after more than one year
13
(1,743,548)
(1,584,649)
Net assets
2,869,927
2,926,598
Capital and reserves
Called up share capital
14
2,783,975
2,783,975
Profit and loss reserves
85,952
142,623
Total equity
2,869,927
2,926,598
The financial statements were approved by the board of directors and authorised for issue on 16 June 2025 and are signed on its behalf by:
Oscar Tylegard
Alexi Kirilenko
Director
Director
Bernardo Sottomayor
Director
Company registration number 11471094 (England and Wales)
COLOMBO HOLDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
Called up share capital
Profit and loss reserve
Total equity
Notes
NOK 000
NOK 000
NOK 000
Balance at 1 January 2023
2,783,975
145,922
2,929,897
Year ended 31 December 2023:
Profit for the year
-
148,388
148,388
Dividends
8
-
(151,687)
(151,687)
Balance at 31 December 2023
2,783,975
142,623
2,926,598
Year from 1 January to 31 December 2024:
Profit for the year
-
143,329
143,329
Dividends
8
-
(200,000)
(200,000)
Balance at 31 December 2024
2,783,975
85,952
2,869,927
COLOMBO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
1
Accounting policies
Company information

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

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

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

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

 

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

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

1.2
Going concern

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

 

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

COLOMBO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.3
Fixed asset investments

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

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

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

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

1.4
Cash and cash equivalents

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

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

COLOMBO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
Impairment of financial assets

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

 

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

 

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

Derecognition of financial assets

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

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

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

 

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

Derecognition of financial liabilities

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

COLOMBO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
Foreign exchange

Transactions in currencies other than Norwegian Kroner are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

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

Critical judgements and estimates
Impairment of investments

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

 

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

 

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

 

The management has undertaken the assessment for indicators of impairment during the year.

3
Profit before taxation
2024
2023
Profit before taxation for the year is stated after (crediting):
NOK 000
NOK 000
Exchange gains
(12)
(27)

The cost of the group audit fee has been primarily borne by Tampnet UK Limited, another company within the group. Of those costs borne by Tampnet UK Limited, the directors consider that the element of that audit fee to be disclosed in respect of the audit of this company's financial statements for the period ended 31 December 2024 is NOK 66,124 (2023 - NOK 60,113).

COLOMBO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
4
Employees

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

2024
2023
Number
Number
Directors
2
2

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

 

The directors' remuneration is paid by the group, which makes no recharge to the entity. Both are directors of the parent and a number of fellow subsidiaries and it is not possible to make a reasonable apportionment of their compensation in respect of each of the subsidiaries. Accordingly, the above details include no compensation in respect of the directors. Their total compensation is included in the aggregate of key management personnel compensation disclosed in the consolidated financial statements of the parent.

5
Interest receivable and similar income
2024
2023
NOK 000
NOK 000
Interest income
Interest on bank deposits
450
219
Interest receivable from group companies
101,965
92,442
Total interest revenue
102,415
92,661
Income from fixed asset investments
Income from shares in group undertakings
200,000
200,000
Total income
302,415
292,661
6
Interest payable and similar expenses
2024
2023
NOK 000
NOK 000
Other interest on financial liabilities
158,899
144,059
COLOMBO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
7
Tax on loss

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

2024
2023
NOK 000
NOK 000
Profit before taxation
143,329
148,388
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
35,832
34,901
Group relief
14,168
14,511
Dividend income
(50,000)
(49,412)
Taxation charge for the year
-
-
8
Dividends
2024
2023
NOK 000
NOK 000
Final paid
200,000
151,687
9
Fixed asset investments
2024
2023
Notes
NOK 000
NOK 000
Investments in subsidiaries
10
3,439,003
3,439,003

Investments represent the company's investment in its only direct subsidiary, Colombo Bidco Limited, which is wholly owned by the company as detailed in note 11 below.

10
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

COLOMBO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Subsidiaries
(Continued)
- 21 -
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Colombo Bidco Limited
1
Holding company
Ordinary
100.00
-
Brent Holding AS
2
Holding company
Ordinary
0
100.00
Colombo US Bidco Incorporated
3
Holding company
Ordinary
0
100.00
Tampnet UK Limited
4
UK operating company
Ordinary
0
100.00
Tampnet AS
6
Norway operating company
Ordinary
0
100.00
Tampnet Incorporated
7
US operating company
Ordinary
0
100.00
Tampnet Licensee LLC
8
Asset company
Ordinary
0
100.00
Tampnet Holdco Incorporated
9
Holding company
Ordinary
0
100.00
Tampnet USA LLC
10
Holding company
Ordinary
0
100.00
Tampnet Telecom Do Brasil LTDA
11
Brazil operating company
Ordinary
0
100.00
Tampnet Servicos De Telecomunicacao LTDA
12
Brazil asset company
Ordinary
0
100.00
Tampnet Netherlands B.V.
13
Netherlands operating company
Ordinary
0
100.00
Tampnet Sweden AB
14
Sweden operating company
Ordinary
0
100.00
Tampnet Canada Incorporated
15
Canada operating company
Ordinary
0
100.00
Tampnet Oceania Pty
16
Australia operating company
Ordinary
0
100.00
Tampnet Germany GmbH
17
Germany operating company
Ordinary
0
100.00
Tampnet Trinidad & Tobago Ltd
18
Trinidad & Tobago operating company
Ordinary
0
100.00
Tampnet Mexico SA DE CV
19
Mexico operating company
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1,4,5
1 Park Row, Leeds, England, LS1 5AB
2,6
Jattavagveien 7, Stavanger, Norway
3,7-10
Corporation Trust Center, 1209 Orange Street, Wilmington, USA
11, 12
Rua Lauro Muller, No 116, Rio de Janeiro, Brazil
13
Neptunesstraat 29, The Netherlands
14
Norra Sparvstyckevagen 5 B, Skanor, Sweden
15
130 Water Street, St John's, Canada
16
Level 1, 29 Station Street, Subaico, Australia
17
Neulehenstrasse 8a, 33790 Halle, Westfalen, Germany
18
Biljah Road, Chaguanus, Trinidad
19
El Refugio Anillo Vial ll Edificio Plaza, Ubika Fray, Junipero Siera NO 9200, QRO 76146 Piso 7 Int 712 CP Queretaro,Mexico
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
NOK 000
NOK 000
Colombo Bidco Limited
8,379,027
813,000
COLOMBO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
11
Debtors
2024
2023
Amounts falling due within one year:
NOK 000
NOK 000
Amounts owed by group undertakings
48,313
48,313
2024
2023
Amounts falling due after more than one year:
NOK 000
NOK 000
Amounts owed by group undertakings
1,118,832
1,016,866
Total debtors
1,167,145
1,065,179

Amounts owed by group undertakings falling due within one year represent loans to its immediate parent, Colombo Investment Holdings Limited.

 

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

12
Creditors: amounts falling due within one year
2024
2023
NOK 000
NOK 000
Other creditors
6
100
13
Creditors: amounts falling due after more than one year
2024
2023
Notes
NOK 000
NOK 000
Other borrowings
1,743,548
1,584,649

Other borrowings along with a 500M NOK from each of the 50% shareholders of Colombo Topco Limited, the ultimate parent of the group.  Interest is charged at 10% per annum on the loans which are repayable on 14 March 2029. No instalments are due to be repaid before the final date of maturity.

14
Called up Share capital
2024
2023
NOK 000
NOK 000
Ordinary share capital
Issued and fully paid
9,351,834 Ordinary shares of 1 NOK each
9,352
9,352
2 Ordinary shares of 1 EUR (NOK 9.50) each
-
0
-
0
9,352
9,352
COLOMBO HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
14
Called up Share capital
2024
2023
NOK 000
NOK 000
(Continued)
- 23 -
Preference share capital
Issued and fully paid
277,462,295,411 Preference shares of 0.01 NOK each
2,774,623
2,774,623
Preference shares classified as equity
2,774,623
2,774,623
Total equity share capital
2,783,975
2,783,975

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

 

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

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

 

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

 

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

15
Related party transactions

In accordance with the exemption allowed by section 33.1A of FRS 102, no disclosure is made of transactions with wholly owned member companies of the Colombo Topco Group.

16
Ultimate controlling party

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

 

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

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