ACCOUNTS - Final Accounts preparation

Registered number: 03781883

TELEMAR (UK) LIMITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED

31 DECEMBER 2024

01483 755 399

hamlyns.com

TELEMAR (UK) LIMITED

REGISTERED NUMBER: 03781883

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
		£		£

Fixed assets
Intangible assets	5		3,721,645		-
Tangible assets	6		64,432		14,674
			3,786,077		14,674
Current assets
Stocks		222,345		77,689
Debtors: amounts falling due after more than one year	8	6,000		-
Debtors: amounts falling due within one year	8	3,036,651		2,153,346
Cash at bank and in hand		1,087,228		6,253
		4,352,224		2,237,288
Creditors: amounts falling due within one year	9	(7,516,199)		(2,342,006)
Net current liabilities			(3,163,975)		(104,718)
Total assets less current liabilities			622,102		(90,044)
Provisions for liabilities
Deferred tax		(11,061)		-
Other provisions	11	-		(127,395)
			(11,061)		(127,395)
Net assets/(liabilities)			611,041		(217,439)

Capital and reserves
Called up share capital	250,000	250,000
Profit and loss account	361,041	(467,439)
	611,041	(217,439)

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TELEMAR (UK) LIMITED

REGISTERED NUMBER: 03781883

BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 4 September 2025.

___________________________

H C M Nays

Director

The notes on pages 3 to 12 form part of these financial statements.

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TELEMAR (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Telemar (UK) Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 03781883 and registered office address is Unit 41, Barwell Business Park, Leatherhead Road, Chessington, Surrey, KT9 2NY.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 (see note 3).

The following principal accounting policies have been applied:

2.2

Going concern

In preparing the financial statements the directors are required to assess the Company’s ability to continue to trade as a going concern for the foreseeable future.

The financial statements have been prepared on the going concern basis due to a return to profitability during the financial year and positive future forecasts. We have support from our parent company to settle liabilities as they fall if required which has been pledged for 12 months from the date of signing. The directors have prepared forecasts and projections covering a period of 12 months from the date of signing these financial statements, and these show the company is able to meet the day to day working capital requirements and settle its liabilities as they fall due.
The financial statements do not include adjustments that would result if the Company were unable to continue as a going concern.

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TELEMAR (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional currency is USD. This differs from the presentational currency which is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

2.4

Revenue

Turnover represents sales to external customers at invoiced amounts less value added tax or local taxes on sales.
Income from the sale of equipment is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. Revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyers, recovery of the consideration is probable, the associated costs and possible return of goods can be measured reliably, and there is no continuing management involvement with the goods.
The amount of profit attributable to the stage of completion of a maintenance contract is recognised on a regular basis over the term of the contract. Turnover for such contracts is stated at the cost appropriate to their stage of completion plus attributable profits. Provision is made for any losses as soon as they are forseen.
Amounts recoverable on contracts are included in debtors and represent turnover recognised in excess of payments on accounts. Income from the contracts relating to prior periods after the year end is carried forwards as deferred income. Income relating to the year but not invoiced at the year end is accrued for.

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

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TELEMAR (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

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TELEMAR (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the profit and loss account over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Goodwill

years

2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using both the cost and reducing balance method..

Depreciation is provided on the following basis:

Plant and machinery	-	33%	on cost
Fixtures and fittings	-	20%	on reducing balance
Computer equipment	-	33%	on cost

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

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TELEMAR (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is 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.

2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the directors have made the following adjustments:
Determine whether there are indicators of provisions being required against debtors and investments, taking into consideration the age of debt and economic environment.

Employees

The average monthly number of employees, including directors, during the year was 18 (2023 - 8).

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TELEMAR (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

5.	Intangible assets

		Goodwill
		£
	Cost
	Additions	3,883,456
	At 31 December 2024	3,883,456
	Amortisation
	Charge for the year on owned assets	161,811
	At 31 December 2024	161,811
	Net book value
	At 31 December 2024	3,721,645
	At 31 December 2023	-

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TELEMAR (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

6.	Tangible fixed assets

	Long-term leasehold property	Plant and machinery	Fixtures and fittings	Computer equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	-	20,268	17,746	80,986	119,000
Additions	-	362	-	4,438	4,800
Transfers intra group	4,726	30,024	47,612	95,224	177,586
At 31 December 2024	4,726	50,654	65,358	180,648	301,386
Depreciation
At 1 January 2024	-	18,448	12,138	73,740	104,326
Charge for the year on owned assets	-	6,460	4,607	9,457	20,524
Transfers intra group	4,726	16,914	36,711	53,753	112,104
At 31 December 2024	4,726	41,822	53,456	136,950	236,954
Net book value
At 31 December 2024	-	8,832	11,902	43,698	64,432
At 31 December 2023	-	1,820	5,608	7,246	14,674

7.	Fixed asset investments

		Investments in subsidiary companies
		£

	Additions	2,616,544
	Revaluations	(2,616,544)
	At 31 December 2024	-

	Net book value
	At 31 December 2024	-
	At 31 December 2023	-

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TELEMAR (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Debtors
		2024	2023
		£	£

Due after more than one year
Other debtors	6,000	-
	6,000	-

					2024	2023
					£	£

Due within one year
Trade debtors	1,224,050	1,246,849
Amounts owed by group undertakings	906,731	631,038
Amounts owed by joint ventures and associated undertakings	297,410	-
Other debtors	156,512	9,584
Prepayments and accrued income	451,948	265,875
	3,036,651	2,153,346

9.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Bank overdrafts	415,908	-
Trade creditors	707,450	360,224
Amounts owed to group undertakings	5,359,946	1,306,121
Corporation tax	11,397	-
Other creditors	465,422	20,254
Accruals and deferred income	556,076	655,407
	7,516,199	2,342,006

10.	Deferred taxation

		2024
		£

	Charged to profit or loss	(11,061)
	At end of year	(11,061)

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TELEMAR (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.Deferred taxation (continued)

The deferred taxation balance is made up as follows:
	2024	2023
	£	£

	Accelerated capital allowances	(11,061)	-
		(11,061)	-

11.	Provisions

		Provisions for liabilities
		£

	At 1 January 2024	127,395
	Utilised in year	(127,395)
	At 31 December 2024	-

12.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £24,242 (2023 - £6,756).

Contributions totalling £14,753 (2023 - £14,753) were payable to the fund at the balance sheet date and are included in creditors.

13.	Business combinations

On the 1st of August 2024, Telemar (UK) Limited purchased 100% of another group company via a share purchase agreement as part of a restructuring plan to consolidate business activites.

14.	Controlling party

The immediate parent of the entity is Compagnia Generale Telemar S.p.A, a company registered in Italy, by virtue of its shareholding.
The Ultimate controlling party is considered by the directors to be Venga TopCo S.à r.l based in Luxembourg, and its results are consolidated in the financial statements of the parent company for the5 year. The consolidated financial statements of Venga TopCo Sarl can be obtained from Venga TopCo Sarl Rue Dicks n°18 – L-1417, Luxembourg – Luxembourg.

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TELEMAR (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Provisions available for audits of small entities

In common with many other businesses of our size and nature, we use our auditor to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements.

16.	Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.

The audit report was signed on 4 September 2025 by Oliver Spevack ACA FCCA (senior statutory auditor) (senior statutory auditor) on behalf of Hamlyns Limited.

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