Company registration number 08510507 (England and Wales)
NFON UK LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NFON UK LTD
COMPANY INFORMATION
Directors
Mr M W Leach
Mr P Heider
Mr M K Schoner
Company number
08510507
Registered office
c/o Craufurd Hale Group
Ground Floor, Arena Court
Crown Lane
MAIDENHEAD
SL6 8QZ
Auditor
Craufurd Hale Audit Services Limited
C/O Craufurd Hale Group
Ground Floor, Arena Court
Crown Lane
MAIDENHEAD
SL6 8QZ
Business address
The Atrium
1 Harefield Road
UXBRIDGE
UB8 1PH
NFON UK LTD
CONTENTS
Page
Directors' report
1 - 3
Independent auditor's report to the members of NFON UK Ltd
4 - 7
Statement of comprehensive income
8
Statement of financial position
9 - 10
Statement of changes in equity
11
Notes to the financial statements
12 - 25
NFON UK LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the Company continued to be that of telecom provision.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Business Review
The Directors are pleased with the results for the year. Company turnover has remained consistent in 2024 with an overall increase of 4%. There has also been a move towards services with a greater profitability resulting in an increase in the gross profit. Overhead costs have been reduced with the company focusing on its core staff and marketing expenditure.
The Company made an operating profit of £287,249 compared to an operating profit in 2023 of £290,811. A reduction in intercompany income reduced the upside from the increased turnover and reduced costs.
Expected as a result of general economic conditions and industry environment, the market for business communications is undergoing a historic transformation. The Company is benefiting from the structural shift to cloud-based telephony solutions and the ISDN switch-off scheduled for 2025. This permanently changes the business communication market. The UK cloud telephony market is expected to grow in the coming years. The impact of the coronavirus has seen an increase In home working, a market that NFON is well placed to serve.
No preference dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr M W Leach
Mr P Heider
Mr M K Schoner
Supplier payment policy
The Company's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).
The Company's current policy concerning the payment of trade creditors is to:
settle the terms of payment with suppliers when agreeing the terms of each transaction;
ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and
pay in accordance with the Company's contractual and other legal obligations.
NFON UK LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Going concern
The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.
The company meets its day to day working capital requirements from operational cash flows and intercompany trading balances with the group headed by NFON AG, the ultimate parent company.
The directors have prepared cash flow forecasts and performed a going concern assessment which indicates that, in both the base and reasonably possible downsides, the company will require additional funds, through funding from its ultimate parent company, NFON AG to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements, the going concern assessment period.
The Directors forecasts in both a base and a reasonably possible downside show that the Company will require cash through its transfer pricing mechanism from its immediate parent to continue trading through the going concern period.
The base scenario assumes revenue growth of 12% with the operating profit margin remaining at 4% in line with the Company’s transfer pricing agreement with NFON AG. A downside scenario assumes flat revenue growth with an operating profit margin of 4%.
NFON AG has indicated its intention to continue to make available such funds as are needed by the company, and that it does not intend to seek repayment of the amounts currently due to the group, which at 31 December 2024 amounted to £845,629, during the going concern assessment period. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, as at the date of approval of these financial statements, they have no reason to believe that it will not do so.
Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
Auditor
Craufurd Hale Audit Services Limited were appointed as auditor 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.
Energy and carbon report
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
NFON UK LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Statement of directors' responsibilities
The directors are responsible for preparing the Annual Report, the Directors’ 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 they have elected to prepare the financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework
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:
select suitable accounting policies and then apply them consistently;
make judgements and 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;
assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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 responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
Strategic report
As the Company is small it is exempt from preparing a strategic report under section 414B of the Companies Act 2006.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the Company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the Company’s auditor is aware of that information.
On behalf of the board
Mr M W Leach
Director
10 September 2025
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NFON UK LTD
- 4 -
Opinion
We have audited the financial statements of NFON UK Ltd (“the Company”) for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and related notes, including the accounting policies in note 1.
In our opinion the financial statements:
give a true and fair view of the state of the Company’s affairs as at 31 December 2024 and of its profit for the year then ended;
have been properly prepared in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).
In our evaluation of the directors’ conclusions, we considered the inherent risks to the Company’s business model and analysed how those risks might affect the Company’s financial resources or ability to continue operations over the going concern period.
Our conclusions based on this work:
we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate;
we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related 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 going concern period.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue in operation.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NFON UK LTD(CONTINUED)
- 5 -
Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:
Enquiring of directors as to the Company’s high-level policies and procedures to prevent and detect fraud, as well as whether they have knowledge of any actual, suspected or alleged fraud.
Reading board minutes.
Considering remuneration incentive schemes and performance targets for management, directors and sales staff.
Using analytical procedures to identify any unusual or unexpected relationships.
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.
As required by auditing standards, and taking into account possible pressures to meet sales targets and our overall knowledge of the control environment, we perform procedures to address the risk of management override of controls and the risk of fraudulent revenue recognition, in particular:
the risk that management may be in a position to make inappropriate accounting entries; and
the risk that service revenue is overstated through recording revenues from potentially fictitious customers (non-existing entities, or existing entities with no contractual relationship to the Company).
We did not identify any additional fraud risks.
We performed procedures including:
Identifying journal entries to test based on risk criteria and comparing the identified entries to supporting documentation. These included those posted to unusual accounts.
Selected a sample of revenue invoices recognized throughout the year and vouched items to supporting documentation.
Identifying and responding to risks of material misstatement related to compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and from inspection of the Company’s regulatory and legal correspondence and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations.
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
The potential effect of these laws and regulations on the financial statements varies considerably.
The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies’ legislation), distributable profits legislation, and taxation legislation, and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Whilst the Company is subject to many other laws and regulations, we did not identify any others where the consequences of non-compliance alone could have a material effect on amounts or disclosures in the financial statements.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NFON UK LTD(CONTINUED)
- 6 -
In our opinion, based on the work undertaken in the course of our 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.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the 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; or
the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report.
We have nothing to report in these respects.
Directors' responsibilities
As explained more fully in their statement set out on page 3, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; 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 they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities
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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NFON UK LTD(CONTINUED)
- 7 -
The purpose of our audit work and to whom we owe our responsibilities
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.
Paul Fagan (Senior Statutory Auditor)
for and on behalf of Craufurd Hale Audit Services Limited
11 September 2025
Chartered Accountants
C/O Craufurd Hale Group
Ground Floor, Arena Court
Crown Lane
MAIDENHEAD
SL6 8QZ
NFON UK LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Revenue
2
7,181,197
6,891,183
Cost of sales
(2,950,892)
(2,939,173)
Gross profit
4,230,305
3,952,010
Administrative expenses
(4,447,295)
(4,945,002)
Other operating income
3
504,239
1,283,803
Operating profit
4
287,249
290,811
Interest receivable and similar income
7
381,819
339,720
Interest payable and similar expense
8
(11,817)
(15,167)
Profit before taxation
657,251
615,364
Income tax expense
9
(170,813)
(133,282)
Profit and total comprehensive income for the year
486,438
482,082
The income statement has been prepared on the basis that all operations are continuing operations.
The accompanying notes form an integral part of the financial statements.
NFON UK LTD
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
Non-current assets
Intangible assets
10
31,941
56,857
Property, plant and equipment
11
165,446
259,867
Other receivables
14
5,646,617
6,300,200
5,844,004
6,616,924
Current assets
Trade and other receivables
14
905,355
911,883
Cash and cash equivalents
1,776,799
973,103
2,682,154
1,884,986
Total assets
8,526,158
8,501,910
Current liabilities
Trade and other payables
15
1,714,498
2,264,527
Current tax liabilities
218,420
44,182
Lease liabilities
16
75,292
96,813
Deferred revenue
18
850
6,516
2,009,060
2,412,038
Net current assets/(liabilities)
673,094
(527,052)
Non-current liabilities
Lease liabilities
16
85,164
140,950
Deferred tax liabilities
17
445
3,871
85,609
144,821
Total liabilities
2,094,669
2,556,859
Net assets
6,431,489
5,945,051
Equity
Called up share capital
20
1,001
1,001
Share premium account
19
6,499,999
6,499,999
Retained earnings
(69,511)
(555,949)
Total equity
6,431,489
5,945,051
NFON UK LTD
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
The financial statements were approved by the board of directors and authorised for issue on 10 September 2025 and are signed on its behalf by:
Mr M W Leach
Director
Company Registration No. 08510507
NFON UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Share premium account
Retained earnings
Total
£
£
£
£
Balance at 1 January 2023
1,001
6,499,999
(1,038,031)
5,462,969
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
482,082
482,082
Balances at 31 December 2023
1,001
6,499,999
(555,949)
5,945,051
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
486,438
486,438
Balances at 31 December 2024
1,001
6,499,999
(69,511)
6,431,489
The accompanying notes form part of these financial statements
NFON UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information
NFON UK Ltd is a private company limited by shares incorporated and domiciled in England and Wales. The registered office is c/o Craufurd Hale Group, Ground Floor, Arena Court, Crown Lane, MAIDENHEAD, SL6 8QZ. The Company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Accounting convention
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework ("FRS 101").
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international accounting standards ("UK-adopted IFRS"), but makes amendments where necessary in order to comply with the Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemption has been taken.
The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures;
the requirement in paragraph 38 of IAS 1 ‘Presentation of Financial Statements’ to present comparative information in respect of: (i) paragraph 79(a) (iv) of IAS 1, (ii) paragraph 73(e) of IAS 16 Property Plant and Equipment and (iii) paragraph 118 (e) of IAS 38 Intangibles Assets;
the requirements of paragraphs 10(d), 10(f), 16, 38A to 38D, 39 to 40 ,111 and 134-136 of IAS 1 Presentation of Financial Statements;
the requirements of IAS 7 Statement of Cash Flows;
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;
the requirements of paragraph 17 of IAS 24 Related Party Disclosures;
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member ; and
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to the presentation of a cash flow statement and related party transactions.
Where required, equivalent disclosures are given in the group accounts of NFON AG. The group accounts of NFON AG are available to the public and can be obtained at NFON AG,Leonrodstraße 68 80636 Munich.
NFON UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.2
Going concern
The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.
The company meets its day to day working capital requirements from operational cash flows and intercompany trading balances with the group headed by NFON AG, the ultimate parent company.
The directors have prepared cash flow forecasts and performed a going concern assessment which indicates that, in both the base and reasonably possible downsides, the company will require additional funds, through funding from its ultimate parent company, NFON AG to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements, the going concern assessment period.
The Directors forecasts in both a base and a reasonably possible downside show that the Company will require cash through its transfer pricing mechanism from its immediate parent to continue trading through the going concern period.
The base scenario assumes revenue growth of 12% with the operating profit margin remaining at 4% in line with the Company’s transfer pricing agreement with NFON AG. A downside scenario assumes flat revenue growth with an operating profit margin of 4%.
NFON AG has indicated its intention to continue to make available such funds as are needed by the company, and that it does not intend to seek repayment of the amounts currently due to the group, which at 31 December 2024 amounted to £845,629, during the going concern assessment period. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.
Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
1.3
Revenue
Turnover represents amounts receivable for goods and services net of VAT.
Revenue is recognised for equipment sales at a point when control of the equipment is transferred to the customer. Service revenue is recognized over time as the services are provided.
Options for additional services recognised, such as usage, generally result in revenue recognition only once the customer exercises the option.
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Company recognises revenue when it transfers control of a product or service to a customer.
1.4
Intangible assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Concessions and licences are amortised over 36 months from commencement of use.
NFON UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.5
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings
20% Straight line
Right-to-use asset
Over the lease term
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.6
Impairment of tangible and intangible assets
At each reporting end date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Fair value measurement
IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The Company is exempt under FRS 101 from the disclosure requirements of IFRS 13. There was no impact on the Company from the adoption of IFRS 13.
1.8
Cash and cash equivalents
Cash and cash equivalents 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.
NFON UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.9
Financial assets
Financial assets are recognised in the Company's statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables).
Impairment of financial assets
Financial assets, other than those measured at fair value through profit or 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 of the investment have been affected.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.10
Financial liabilities
The Company recognises financial debt when the Company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:
it has been incurred principally for the purpose of selling or repurchasing it in the near term, or
on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit taking, or
it is a derivative that is not a financial guarantee contract or a designated and effective hedging instrument.
Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.
NFON UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company’s obligations are discharged, cancelled, or they expire.
1.11
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The charge for taxation is based upon the results for the year and takes into account taxation deferred because of timing differences between the treatment of certain items for taxation and accounting policies.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
NFON UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.14
Leases
At inception, the Company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the Company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the Company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the Company's estimate of the amount expected to be payable under a residual value guarantee; or the Company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
1.15
Foreign exchange
Transactions in currencies other than pounds sterling 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 in the period are included in profit or loss.
NFON UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
2
Revenue
2024
2023
£
£
Revenue analysed by class of business
Telephony services
4,551,114
4,474,116
Equipment and hardware provision
543,745
634,733
Ancillary services
2,086,338
1,782,334
7,181,197
6,891,183
2024
2023
£
£
Revenue analysed by geographical market
United Kingdom
7,181,197
6,891,183
3
Other Operating Income
2024
2023
£
£
Revenue transfer pricing corridor IC
504,239
1,283,803
Other operating income relates to income from group companies in respect of a transfer pricing agreement which was agreed during 2017 to distribute the costs and revenue of the group between its subsidiary companies to align the statutory and tax accounting.
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses
222,606
88,443
Fees payable to the Company's auditor for the audit of the Company's financial statements
73,000
71,000
Depreciation of property, plant and equipment
94,421
99,724
(Profit)/loss on disposal of property, plant and equipment
-
1,377
Amortisation of intangible assets (included within administrative expenses)
24,916
69,884
5
Employees
The average monthly number of persons (including directors) employed by the Company during the year was:
2024
2023
Number
Number
Office and Administration
16
16
Sales and Marketing
16
16
Supports and Tech Consultants
8
10
40
42
NFON UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Employees
(Continued)
- 19 -
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
2,244,967
2,265,292
Social security costs
300,441
310,917
Pension costs
45,369
45,125
2,590,777
2,621,334
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
175,249
185,286
Company pension contributions to defined contribution schemes
1,321
1,321
176,570
186,607
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).
7
Investment income
2024
2023
£
£
Interest income
Interest receivable from group companies
381,819
339,720
8
Finance costs
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on right-to-use assets
11,817
15,167
NFON UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
9
Income tax expense
2024
2023
£
£
Current tax
UK corporation tax for the current period
174,239
44,182
174,239
44,182
Deferred tax
Origination and reversal of timing differences
(3,426)
109,243
Adjustment in respect of prior periods
-
(20,143)
(3,426)
89,100
Total tax charge
170,813
133,282
The charge for the year can be reconciled to the profit per the income statement as follows:
2024
2023
£
£
Profit before taxation
657,251
615,364
Expected tax charge based on a corporation tax rate of 25.00% (2023: 25.00%)
164,313
153,841
Effect of expenses not deductible in determining taxable profit
5,061
8,337
Effect of change in UK corporation tax rate
(2,779)
Depreciation in excess of capital allowances
4,865
783
Deferred tax asset movement on losses carried forward
88,897
Deferred tax liability movement on accelerated capital allowances
(3,426)
204
Utilisation of losses brought forward against current period profit
(50,367)
(116,001)
Current year over provision
50,367
Taxation charge for the year
170,813
133,282
10
Intangible assets
Concessions and Licences
£
Cost
At 1 January 2023
246,496
Additions
52,033
At 31 December 2023
298,529
At 31 December 2024
298,529
NFON UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Intangible assets
Concessions and Licences
£
(Continued)
- 21 -
Amortisation and impairment
At 1 January 2023
171,788
Charge for the year
69,884
At 31 December 2023
241,672
Charge for the year
24,916
At 31 December 2024
266,588
Carrying amount
At 31 December 2024
31,941
At 31 December 2023
56,857
At 31 December 2022
74,708
11
Property, plant and equipment
Fixtures and fittings
Right-to-use asset
Total
£
£
£
Cost
At 1 January 2023
252,891
156,876
409,767
Additions
32,976
219,813
252,789
Disposals
(153,498)
(153,498)
At 31 December 2023
132,369
376,689
509,058
At 31 December 2024
132,369
376,689
509,058
Accumulated depreciation and impairment
At 1 January 2023
209,466
92,122
301,588
Charge for the year
25,875
73,849
99,724
Eliminated on disposal
(152,121)
(152,121)
At 31 December 2023
83,220
165,971
249,191
Charge for the year
20,572
73,849
94,421
At 31 December 2024
103,792
239,820
343,612
Carrying amount
At 31 December 2024
28,577
136,869
165,446
At 31 December 2023
49,149
210,718
259,867
NFON UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
12
Contracts with customers
2024
2023
£
£
Contracts in progress at the reporting end date
Contract assets
56,891
47,761
Contract liabilities
(96,605)
(116,977)
Significant changes in the period
2024
Contract assets
Contract liabilities
£
£
Revenue recognised in the reporting period that was included in the contract liability balance at the beginning of the period
62,829
-
Revenue recognised in the reporting period from performance obligations satisfied (or partially satisfied) in previous periods
-
-
13
Trade receivables - credit risk
Fair value of trade receivables
The directors consider that the carrying amount of trade and other receivables differs from fair value as follows:
Carrying value
Fair value
2024
2023
2024
2023
£
£
£
£
Trade receivables net of allowances
759,741
755,084
759,741
755,084
Contract assets
56,891
47,761
56,891
47,761
Other debtors
16,042
16,042
16,042
16,042
Prepayments
50,717
71,032
50,717
71,032
883,391
889,919
883,391
889,919
No significant receivable balances are impaired at the reporting end date.
NFON UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
14
Trade and other receivables
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Trade receivables
759,741
755,084
-
-
Contract assets (note 12)
56,891
47,761
Other receivables
16,042
16,042
-
-
Amount owed by parent undertaking
-
-
5,646,617
6,300,200
Amounts owed by fellow group undertakings
21,964
21,964
Prepayments
50,717
71,032
-
-
905,355
911,883
5,646,617
6,300,200
Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost.
The repayment date with respect to the amount owed by the parent undertaking is detailed in the agreement as being indefinite. The directors have therefore disclosed this balance as a non-current asset. Interest is charged on the loan at a rate of 4% above EURIBOR.
15
Trade and other payables
2024
2023
£
£
Trade payables
252,509
319,759
Contract liabilities (note 12)
96,605
116,977
Amount owed to parent undertaking
845,629
1,302,309
Accruals
404,758
426,755
Social security and other taxation
100,976
80,588
Other payables
14,021
18,139
1,714,498
2,264,527
The amount owed to parent company is deemed to be repayable within one year. No interest is charged on the loan and transactions are deemed to have occurred under normal market conditions.
NFON UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
16
Lease liabilities
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
2024
2023
£
£
Current liabilities
75,292
96,813
Non-current liabilities
85,164
140,950
160,456
237,763
All leases dislcosed above end within five years of the balance sheet date.
2024
2023
Amounts recognised in profit or loss include the following:
£
£
Interest on lease liabilities
11,817
15,167
Depreciation of leased assets
73,849
73,849
The initial measurement is based on the relevant lease commencement date.
Cash outflow in respect of lease liabilities totalled £96,245 (2023 - £169,940).
17
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon during the current and prior reporting period.
Deferred Tax
£
Deferred tax asset at 1 January 2023
(85,229)
Deferred tax movements in prior year
Deferred tax utilisation
89,100
Deferred tax liability at 1 January 2024
3,871
Deferred tax movements in current year
Deferred tax utilisation
(3,426)
Deferred tax liability at 31 December 2024
445
NFON UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
17
Deferred taxation
(Continued)
- 25 -
There is a deferred tax liability on accelerated capital allowances.
2024
2023
£
£
Deferred tax liability
445
3,871
18
Deferred revenue
2024
2023
£
£
Arising from contract income
850
6,516
All deferred revenues are expected to be settled within 12 months from the reporting date.
19
Share premium account
2024
2023
£
£
At the beginning and end of the year
6,499,999
6,499,999
20
Share capital
2024
2023
Ordinary share capital
£
£
Issued and fully paid
1,001 Ordinary shares of £1 each
1,001
1,001
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.
21
Capital risk management
The company is not subject to any externally imposed capital requirements.
22
Controlling party
The ultimate holding company is NFON AG a company registered in Germany. NFON AG prepares group financial statements and copies can be obtained from: NFON AG, Leonrodstraße 68 80636 Munich.
NFON AG was listed in the Prime Standard of the Frankfurt Stock Exchange on 11 May 2018.
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