Enhanced Telecommunications Limited - Accounts to registrar (filleted)

REGISTERED NUMBER: 09183927 (England and Wales)

Unaudited Financial Statements

for the Year Ended 31 December 2024

for

Enhanced Telecommunications Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

M Dissington

K M Hoyer

P M Pifer

SECRETARY:

K M Hoyer

REGISTERED OFFICE:

Swadlincote Innovation Centre

George Holmes Way

Swadlincote

Derbyshire

DE11 9DF

REGISTERED NUMBER:

09183927 (England and Wales)

ACCOUNTANTS:

Bates Weston LLP

Chartered Accountants

The Mills

Canal Street

Derby

DE1 2RJ

FIXED ASSETS

Intangible assets

4

-

Tangible assets

5

1,158

13,250

Investments

6

1

1,159

13,251

CURRENT ASSETS

Debtors

7

11,530

31,350

Cash at bank

22,200

60,517

33,730

91,867

CREDITORS

Amounts falling due within one year

8

54,055

2,789,020

NET CURRENT LIABILITIES

(20,325

)

(2,697,153

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

(19,166

)

(2,683,902

)

CREDITORS

Amounts falling due after more than one
year

9

-

15,606

NET LIABILITIES

(19,166

)

(2,699,508

)

CAPITAL AND RESERVES

Called up share capital

1

Non-distributable reserves

4,048,068

1,287,612

Retained earnings

(4,067,235

)

(3,987,121

)

(19,166

)

(2,699,508

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 16 September 2025 and were signed on its behalf by:

M Dissington - Director

1.	STATUTORY INFORMATION

Enhanced Telecommunications Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

As Director, I have considered the financial position of ETL. I am not aware of any material uncertainties or doubts about the ability of the company to continue as a going concern for the foreseeable future. There has been considerable reduction in ETL's operating costs to $0.3 million in 2025, with ongoing costs to be at this level with only two employees.

The Management of ETI expects to have sufficient cash resources available to continue to fund its operations and those of its subsidiary ETI for the foreseeable future, citing improving revenue and continuing cost control. The now expanded ETI Board, including Pete Pifer and Kirk Hoyer, but also two new independent Board members, has consistently instructed management to dedicate ETI's cash flow and cash in banks to fund ongoing consolidated operations, to market its leadership products internationally.

Key operational factors supporting continuing going concern status include:

-

As March 30, 2023, ETI had $443,808 in consolidated cash. On March 20 2025, Pete Pifer,
Board Chair advanced $400,000 under a Loan Agreement, evidencing his commitment to ETI
and its subsidiaries. Arrangements are now being made for a further Pifer credit line to be
drawn on as needed in the near term.

-

A 5-year agreement exists with ETI's largest customer, Frontier, contributing $2.8 million in cash
2025 and 2026 annually.

-

The Board has instructed Management to shut down its SMP product line after incurring
approximately $10 million in ongoing losses. The revised forecast for 2025 now projects $1.7
million positive cash in 2025 $8 million of annual sales is recurring revenue under current
technical service and SaaS (Sales as a Service) contracts, after deducting discontinued
operations.

In summary, Management expects ETI to maintain adequate cash balances to meet its obligations as they arise over the normal course of its business for the foreseeable future, as well as to support ETI and ETL as operations continue to evolve and improve. Such continuation as going concerns will include either a successful sale of the assets of the company, and/or continued positive cash flow in 2025 and in 2026

As a director of parent Enhanced Telecommunications, Inc (Georgia USA) or as a director of subsidiary Enhanced Telecommunications Ltd, or both I confirm ETL's reliance of a Group Loan from the parent.

In 2024, ETI (US Parent) received confirmation from a former stockholder that he will not exercise the Lenders Rights and Remedies under the terms of the Loan Agreement prior to November 25, 2025. The Loan Agreement requires written consent of at least 75% of the Selling Stockholders to exercise the right to call the debt. This former stockholder's note balance constitutes approximately 35% of the total outstanding note balances under this agreement. Therefore, this confirmation effectively prohibits all formal stockholders from exercising their rights under the Loan Agreement until 31 December 2024 and thereby contributes to ETI and ETL status as going concerns.

Preparation of consolidated financial statements

The financial statements contain information about Enhanced Telecommunications Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is recognised when revenue and associated costs can be measured reliably and future economic benefits are probable. Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, VAT and other sales taxes. The following criteria must also be met before revenue is recognised:

Maintenance Contracts

Income in respect of maintenance contracts is invoiced on annual basis and recognised as earned.

Software Licences

For perpetual licences, revenues are recognised once the software has been fully installed.

Consultancy Services

Revenues in respect of consultancy services are recognised on a percentage of completion basis calculated pro-rata on the number of man days completed to the estimated total project man days.

Intangible assets other than goodwill

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised evenly over their estimated useful life of eight years.

Tangible fixed assets

Tangible fixed assets 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 or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures, fittings & equipment

20% reducing balance

Computer equipment

20% reducing balance

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 credited or charged to profit or loss.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is captialised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2023 - 6 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

Goodwill

assets

Totals

£

COST

At 1 January 2024

and 31 December 2024

651,589

246,184

897,773

AMORTISATION

At 1 January 2024

and 31 December 2024

651,589

246,184

897,773

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

-

5.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

COST

At 1 January 2024

4,645

31,877

36,522

Disposals

(2,839

)

(1,026

)

(3,865

)

At 31 December 2024

1,806

30,851

32,657

DEPRECIATION

At 1 January 2024

1,870

21,402

23,272

Charge for year

2,342

9,750

12,092

Eliminated on disposal

(2,839

)

(1,026

)

(3,865

)

At 31 December 2024

1,373

30,126

31,499

NET BOOK VALUE

At 31 December 2024

433

725

1,158

At 31 December 2023

2,775

10,475

13,250

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 January 2024

and 31 December 2024

1

NET BOOK VALUE

At 31 December 2024

1

At 31 December 2023

1

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

Trade debtors

3,811

18,014

Other debtors

1,646

6,242

Prepayments

6,073

7,094

11,530

31,350

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

Trade creditors

2,438

7,069

Social security and other taxes

3,099

5,986

Other creditors

-

645

Owed to related parties

-

2,700,500

Accruals and deferred income

48,518

74,820

54,055

2,789,020

In the year ended 31 December 2024, amounts owed to the parent company, Enhanced Telecommunications Inc, of £2,760,456 were converted to a non-distributable reserve through a capital contribution from the parent.

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

2024

2023

£

Accruals and deferred income

-

15,606

10.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Enhanced Telecommunications Inc and its registered office is 6065 Atlantic Boulevard, Norcross, GA 30071.