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

Strategy

Our business spans oil, gas and renewable energy, serving a global customer base. Over the last decade JDR Cable Systems Limited (“JDR”) has been transformed into a multi-faceted company that can partner with customers throughout the complete product and project lifecycle; from design to manufacture, installation services, commissioning and global service support. The infrastructure investments we have made enable us to support our global customer network.

JDR is part of the Tele-Fonika Kable family of companies. Tele-Fonika Kable S.A., a trusted partner of many years, has supported JDR in achieving our leadership position in renewables and sees JDR’s offshore energy and umbilical technology and the Company’s global reach in the offshore energy sector as a significant platform for growth.

JDR develops its strategies around a strategic plan covering short term objectives, medium term initiatives and long terms goals focusing around people development and technology leadership.

This plan, which is reviewed and updated annually, has 3 main objectives:

Technology Leadership, through innovation across our product portfolio

Strong customer partnerships and joint KPI management, providing relationship style growth

Continuous improvement in Manufacturing, Sourcing, Engineering & Project Management (KPI driven)

The strategic plan aims to deliver an operational blueprint for growth which encompasses all areas of the business and all teams. These objectives continue to guide the strategy of the company, along with our commitment to invest in our people, skills, capabilities and capacity to support the growing demands of the energy sector, including the energy transition to use lower carbon emission energy sources and towards net-zero emissions by 2050.

In September 2021 JDR announced its plans to open a new state-of-the-art subsea cable manufacturing facility in Cambois, near Blyth, Northumberland. Construction began towards the end of 2022, and the facility is expected to open in 2025, creating 170 high-quality local jobs on completion and safeguarding 270 jobs at JDR’s existing facilities. The initial project investment is estimated at £130m, which has been part funded by a grant from the DESNZ Offshore Wind Manufacturing Investment Support (OWMIS) scheme. JDR and TFK have raised the remaining funding with support from financial institutions and UK Export Finance. The new facility is the first stage of JDR’s plans to expand its product portfolio to support the growing global renewable energy market, adding high voltage export and long length array cables to its existing capacity and product capabilities.

JDR are responding to increasing demands from customers who are now elevating their tender review and scoring to favour suppliers who have a strong robust plan to improve their E&S performance and demonstrate sustainability. This follows the commitments made by governments around the world to reducing our impact on climate change. The Company supports these commitments and has implemented several initiatives to reduce their carbon emissions from within their operations The Company continues to report their activities through the publication of their annual ESG Report, and through a number of disclosure platforms used by our stakeholders. In our 2024 Carbon Disclosure Project (CDP) platform submission JDR achieved a ‘B’ score reflecting good environmental management, and improving from a ‘C’ in 2023. JDR has been awarded a Gold Medal by EcoVadis for our progress in 2024 with a score of 81/100, placing the company among the top 5% of rated enterprises in terms of Environment, Labour & Human Rights, Ethics and Sustainable Procurement.

JDR’s principal activities and markets are outlined in the Directors’ Report on page 6.

Despite continued uncertainty in the Offshore Energy sector, revenues in that sector have held up, with significant revenue growth in 2024, and is expected to grow further in 2025, with significant backlog secured.

There is a lot of growth in the Renewable Energy sector as a whole, and JDR will benefit from a growing Renewable Energy market over the coming years. 2023 saw a similar revenue in this sector compared to 2022. Projects are often very large and span a long time-frame, and as such a change in project delivery phasing can have a significant impact on any one year.

Significant revenue growth in 2024 came from the global service business, due to increased activity.

Revenues increased 23% compared to 2023, however operating profit decreased due to lower project margins in 2022. Operating EBITDA has increased from £15.9m in 2023 to £ 20.5m in 2024, resulting in a £12.2m pre-tax profit.

JDR continues to offer full product lifecycle support for a growing range of product lines and continues to invest in R&D to ensure our products excel technically.

Importantly, Order Intake (the level of contracts awarded to JDR) has remained at a similarly high level as 2022 (£168m compared to £144m in 2023), with significant contracts won in all markets, securing a large proportion of 2025 revenue and profitability. 2025 is expected to see a further increase in contracts awarded to ensure continued revenue growth and profitability in the years to come. The lifecycle of our projects spans many months from award to delivery so this gives us excellent visibility and confidence going into 2026 and beyond. This will also be significantly and positively impacted by the new manufacturing facility being built near Blyth, see the Future

Development & Outlook section on page 6 for more detail.

Significant commercial claims continued to impact the business in 2024 in term of resources dedicated to these, with provisions of £10.2m in place (see note 14). Other challenges, such as the increasingly fragile geo-political environment, are discussed more within the Going Concern assessment on page 21. The directors consider that JDR is prepared for these challenges.

Financial Review

As described in the Business Review, in 2024 JDR delivered a profit, after suffering a small loss in 2022. The business continues to strongly focus on profitability, quality and safety, and is expecting to see continued growth in profitability in 2024 and the following years. The new manufacturing facility opening in 2025 is expected to result in significant growth in revenue and profitability from that year, as JDR will be better able to meet the requirements and take advantage of the expected growth in the Renewable sector driven by governments’ commitment to reduce their carbon footprint and invest in renewable energy.

During 2024 JDR Cable Systems Ltd issued 187,000 new shares to its parent company (JDR Cable Systems (Holdings) Limited). Consideration for these shares was £15,363,000.

JDR continues to enjoy the full support of the Tele-Fonika Group and is well set up for the future.

Financial Risk Management

The group’s activities expose it to a number of financial risks including foreign exchange risk, credit risk and liquidity risk. The use of financial derivatives is controlled by the Board and finance function. The group does not use derivative financial instruments for speculative purposes.

(a) Foreign exchange risk

The group’s activities expose it primarily to the financial risks of changes to foreign currency exchange rates, although revenues and costs are matched where possible. The group uses foreign exchange forward contracts where necessary to hedge residual material exposures.

(b) Credit risk

The group’s principal financial assets are bank balances and cash, and trade and other receivables. The group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. The group has no significant concentration of credit risk, with exposure spread over a number of counterparties and customers and managed by a robust set of processes to mitigate credit risk, including the use of structured billing arrangements throughout the life of a project as well as financial guarantees or insurance products where appropriate.

(c) Liquidity risk

The group enjoys support from its related parties as well as external lenders to meet its working capital needs.

Key Performance Indicators

We measure a range of operational and financial metrics to help us manage our performance and achieve our business plans.

The key financial metrics are Order intake (new contracts won), Revenue, and Adjusted EBITDA (measured as Earnings before Interest, Tax, Depreciation and Amortisation and after adding back exceptional items).

Order Intake

2024: £167,840,000 (2023: £143,511,000

2024 saw continued strong Order Intake. In particular large projects in the Offshore Energy market have been awarded to JDR in the year. This secures a large proportion of expected 2025 revenue and margin.

Revenue

2024: £165,179,000 (2023: £134,156,000)

23% increase is driven by new orders won, in particular large orders in the Offshore Energy market. 2025 is expected to see a continued increase in revenue.

Adjusted EBITDA

2024: £20,496,000 (2023: £15,937,000)

2024 saw a rise in EBITDA on 2023, due to higher margins generated as a result of increased revenue.

Reconciliation of Operating Profit to EBITDA

Operating profit 2024: £13,892,000 (2023: £6,091,000)

Finance charges / (income) 2024:£(1,989,000) (2023: £1,737,000)

Amortisation of development & software costs 2024: £2,243,000 (2023: £1,999,000)

Depreciation charge 2024: £6,350,000 (2023: £6,110,000)

Adjusted EBITDA 2024: £20,496,000 (2023: £15,937,000)

Future Developments & Outlook

The group has seen recent success in being awarded a number of high value and high profile jobs which will be delivered over the coming months and years and the Directors are confident that this will help drive performance. This is supported by continued development of a diverse portfolio of products, design engineering and investments in plant and equipment. Over the past years, JDR’ have upgraded their cable and umbilical manufacturing equipment at Hartlepool to produce longer, larger and stiffer products. Strong continued support and collaboration with the Tele-Fonika Kable family has increased JDR’s financial stability and market influence, with access to even

more diverse products, geographies and customers. The construction of a new state-of-the-art subsea cable manufacturing facility in Cambois, near Blyth, Northumberland, which began during 2022 and is expected to complete in 2025, will also help the group to deliver increased growth by adding high voltage export and long length array cables to its existing capacity and product capabilities.

The continued move by UK, European and other global governments and utilities toward offshore wind, tidal and wave energy, coupled with our relationship with Tele-Fonika Kable, a major global cable supplier, presents the group with exciting opportunities for growth in this sector.

Additionally, in Offshore Energy, JDR operates in a highly specialised market, and is one of a small number of companies that manufactures subsea production umbilicals and power cables that provide the vital connection between offshore facilities. Significant new energy resources are predominantly found offshore in increasingly deeper water, which underpins demand for the group’s products, services and technical innovations. Above that, we are also exploring opportunities to support our traditional Oil & Gas customers in their energy transition journey.

Whilst JDR’s historical markets have been offshore renewable energy and offshore oil and gas, the company are seeing increased diversification into other emerging and growing segments in the energy sector. In 2024 JDR delivered subsea cables for island links and expect to be working on projects supporting carbon capture, usage and storage (CCUS) and water desalinisations in the years to come. Our close collaboration with Tele-Fonika Kable is also expected to yield increased opportunities for high-voltage land cabling and turnkey offshore projects on a global scale.

As discussed in certain sections of the Directors’ report on page 8, the Board give consideration to all stakeholder needs when performing their duties.

Key stakeholders include JDR’s employees, customers, suppliers and the communities in which we operate. JDR uses a range of methods to engage with employees including regular “all-hands” briefings and more regular communications as well as engaging third parties to carry out engagement surveys and benchmarking. JDR also enjoys close partnership with many of our key suppliers and customers and we carry out regular audit programmes and “mood monitors” as part of these long-term relationships.

Results of this feedback are used to help inform the Boards decisions, in particular in relation to key strategic decisions such as investment appraisals, remuneration and commercial matters, where the needs of individual stakeholder groups are balanced against the wider requirement to promote the long-term success of the company for the benefit of its members as a whole.

JDR have continued several Environmental, Social and Governance improvement initiatives during the year. We have updated our procedures and policies addressing Anti-Bribery and Corruption, Modern Slavery and we have made improvements with the launch of our Human Rights Due Diligence process as part of our Responsible Sourcing Code. The latter is required for any supplier who wishes to engage in business with JDR. Additional initiatives were implemented in 2024 in the area of Sustainability, formalising our approach through a number of new policies and procedures and working with our Sustainability partner and suppliers to analyse the impact of the business on the environment, and seek actions to reduce this. In 2024 JDR submitted our plans targets to the Science Based Targets Initiative (SBTi) and these were validated at the start of 2025. JDR are now working with our supply-chain to seek to improve sustainability throughout our key suppliers and partners, improving their procedures, reporting and transparency. This work will provide the company with series of new opportunities and initiates to reduce the impact of our operations on the environment, and ensure that we are on track to meet our decarbonisation targets and in a sustainable manner.

On behalf of the board

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

The principal activity of the group is the design and manufacture of umbilical systems and subsea power cables for the offshore oil and gas and renewable energy industries. These products are some of the essential components for the development and production of offshore oil and gas and the delivery of energy derived from offshore wind farms. The group has an international manufacturing footprint with facilities in Littleport (Cambridgeshire) and Hartlepool in the UK.

The results for the year are set out on page 16.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

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

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

Gender pay gap

The Board is committed to fair treatment of all employees and is aware of its obligations with respect to reporting its Gender pay gap and this is reviewed periodically. The report is published on the JDR’s website.

The Board believes that the Group's success is due to the quality and commitment of its workforce. The Group's employee management priorities, including its remuneration strategies, are based on recruiting and retaining the best people in the industry and encouraging working practices that improve productivity, reduce costs, develop talent and provide job satisfaction. Further, the Board recognises the need for communication with employees at every level and is committed to on-going interaction with all its employees. This is achieved in a number of ways, including regular newsletters, and frequent "all-hands" presentations by the Executive Management Team to staff at all company locations.

The Group is committed to a policy of equal opportunity in matters relating to employment, training and career development, and is opposed to any form of less favourable treatment afforded on the grounds of age, disability, sex, marital status, sexual orientation, nationality, race or religion.

For more details regarding the Group's employee engagement please see the relevant section of the Strategic Report.

Bribery

The Group have an anti-bribery policy which introduced robust procedures to ensure full compliance with the Bribery Act 2010 and that ensure that the highest standards of professional ethical conduct are maintained. All employees and those working for, or on behalf of, the company are aware of their legal obligations when conducting group business.

Modern Slavery Act

The Board is aware of the Group's obligation to publish a statement outlining the steps that have been taken to ensure that the Group and its supply chain are operating free from all forms of slavery; a full statement is available at www.jdrcables.com

Overseas branches

The results presented in this Annual Report include the activities of one Branch based outside the UK, in Singapore. The results of that branch are not material to these Financial Statements.

Future Developments & Outlook

The group has seen recent success in being awarded a number of high value and high profile jobs which will be delivered over the coming months and years and the Directors are confident that this will help drive performance.

This is supported by continued development of a diverse portfolio of products, design engineering and investments in plant and equipment. Over the past years, JDR’s commissioned an additional umbilical and cable lay-up machine in 2017, provided further opportunity for growth and the acquisition into the Tele-Fonika Kable family increased DR’s financial stability and market influence, with access to even more diverse products, geographies and customers. The construction of a new state-of-the-art subsea cable manufacturing facility in Cambois, near Blyth, Northumberland, which began during 2022 and is expected to complete in 2025, will also help the group to deliver increased growth by adding high voltage export and long length array cables to its existing capacity and product capabilities.

The continued move by UK, European and other global governments and utilities toward offshore wind, tidal and wave energy, coupled with our relationship with Tele-Fonika Kable, a major global cable supplier, presents the group with exciting opportunities for growth in this sector.

Additionally, in Oil & Gas, JDR operates in a highly specialised market, and is one of a small number of companies that manufactures subsea production umbilicals and power cables that provide the vital connection between offshore facilities.

Significant new energy resources are predominantly found offshore in increasingly deeper water, which underpins demand for the group’s products, services and technical innovations. We believe new discoveries of oil and gas, particularly offshore in West Africa, Australia, Asia, Brazil and the Middle East will offer significant growth opportunities for the group. Above that, we are also exploring opportunities to support our Oil & Gas customers in their energy transition journey.

Decarbonisation of the offshore energy production sector is also expected to drive the need for more power and control connections between offshore assets and back to shore. Combination of renewable energy sources such as floating offshore wind to power offshore production is expected to present new market opportunities for the company.

In accordance with the company's articles, a resolution proposing that TC Group be reappointed as auditor of the group will be put at a General Meeting.

Streamlined Energy and Carbon Reporting requires certain businesses to report on scope 1 and 2 carbon emissions. These are energy use from electricity, gas, and transport fuel. JDR falls within the scope of this reporting framework.

Methodology

The Company collected data across our sites such as meter readings, and from a variety of internal reports to calculate the relevant carbon emission figures.

Criteria                                     

Total annual gas consumption in kWh

2024-492,132 : 2023-534,000

Emissions from mains gas in tonnes CO2e

2024-90 : 2023-156

Total annual electricity consumption in kWh

2024-3,273,000 : 2023-3,023,000

Emissions from mains electricity in tonnes CO2e

2024-678 : 2023-626

Total annual operational travel mileage in miles

2024-186,000 : 2023-186,000

Emissions from operational travel mileage in tonnes CO2e

2024-44 : 2023-45

Actions to reduce the Company’s carbon footprint

JDR have implemented a number of initiatives during the year to reduce our emissions from across the business. We have further extended our long-term LED lighting replacement programme to more of our site lighting areas. Several other new initiatives have been implemented to reduce our impact:

Compliance with the ESOS programme (ESOS Regulations 2014) which is a Government established programme implementing Article 8 parts 4-6 of the EU Energy Efficiency Directive.

Energy internal audit performed across all sites by HSE team with recommendations of energy usage and cost savings.

Installation of electric car charging points at manufacturing sites.

The launch of JDR’s hybrid working scheme, which for roles which can work away from our facilities, will result in a reduction in carbon emissions related to staff commuting to offices or factory locations.

Strict inter-site travel authorisation to reduce travel and resulting emissions, promoting more meetings held via conference calls.

JDR also engaged with a specialist Sustainability consultant, to perform a full assessment of JDR’s carbon footprint from all activities and sites to assist us in fully detailing our Scope 1 and Scope 2 emissions. As part of the work a number of workshops have been held to review climate risk and opportunities for the company. A number of the management team across the business have received carbon literacy training to prepare for future carbon reduction initiatives planned for the next period, and in particular with regard to determining Scope 3 emissions from JDR’s

supply chain.

The company is engaged in a number of research and development indicatives and innovation projects to reduce the cost of offshore wind and the overall emissions needed to deliver renewable energy to the grid. These include next generation array cable designs for both fixed and floating offshore wind at elevated voltages, along with more sustainable materials usage in cables and umbilical products.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of review of business, principal risks and uncertainties and future developments.true

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 auditor of the company 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 auditor of the company is aware of that information.

As described more fully in note 1, on page 22 of these Financial Statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

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 group and company, and of the profit or loss of the group 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 accounting 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;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Tele-Fonika Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

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.

Material uncertainty 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.

Although the group made a loss of £5.7m (2023: loss £9.6m) for the year ended 31st December 2024 the balance sheet had net liabilities of £92.2m (2023: £86.3m). This gives rise to an uncertainty surrounding the group's ability to continue as a going concern for the foreseeable 12 months. The group has considerable financial resources, together with long-term contracts and has support from its bankers, owner and its partnership with Tele-Fonika Kable S.A.. The above indicates a material uncertainty relating to going concern, however, our opinion remains unmodified in respect of this matter.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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 our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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

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

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company 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.

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 parent 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.

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

• 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 discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

• We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

• We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;

• We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

• We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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

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.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £687,728k (2023 - £521,007k loss).

Tele-Fonika Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Innovation Centre, Gallows Hill, Warwick, Warwickshire, CV34 6UW.

The group consists of Tele-Fonika Holdings Limited and all of its subsidiaries.

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 sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Tele-Fonika Holdings Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

As at 31 December 2024 the group had net assets of £110.7m (2023 net assets £84.5m).

The group has long-term contracts with a number of customers and suppliers across different geographical areas and industries, and carries forward a high level of secured contracts at December 2024. The group has also benefitted from the continued support of its bankers, its owner and the partnership with Tele-Fonika Kable SA as a related company under common ownership.

Starting in 2022, throughout 2023, and continuing into 2024, there are the considerable disruptions to the global political and economic systems, with the conflict in Ukraine, the unstable global supply chain situation, the continuing inflationary pressures and threat of tariffs and trade barriers. The directors are continuing to monitor these situations closely, and will take action as appropriate. They do however believe that despite these challenges, the group will continue to generate increasing revenue and profitable results in 2025 as well as future years.

The group has prepared budgets to 31 December 2024, along with cash flow forecasts for the longer term incorporating the new facility at Blyth. These forecasts and projections show the group has sufficient and adequate financial resources to continue in operational existence for the foreseeable future, being a period of at least 12 months from the date of signing. In preparing the forecasts the directors have considered the potential impact of the global factors described above on the forecast revenues and cashflows expected to be generated by the business. The directors believe that they have adequate resources and contingency planning for what they believe might be the likely financial impact of these factors, however the potential impact and duration are

inherently uncertain.

The commitments for the new facility at Blyth are fully funded by an agreed bank loan (of which £77.6m was drawn down as at 31 December 2024) and committed grant funding (which has been full paid). Furthermore, the group has received a letter of support from a related company under common ownership, Tele-Fonika Kable S.A., The support from Tele-Fonika Kable SA is formalised in the provision of extended payment terms on trading accounts of £48.3M (see note 27) .

Turnover is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the Group and value added taxes.

Cable and umbilical projects are accounted for using the percentage-of-completion method. Under the percentage-of-completion method, we recognise contract revenue based on costs incurred to date as a percentage of total estimated costs. Profits are only recognised when the project is at least 25% complete. Otherwise, turnover is recognised to the extent of the cost incurred.

Where the outcome of a project cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that are expected to be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When it is probable that the total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

Revenue on smaller orders for spare parts, design engineering or offshore technician services is recognised upon delivery.

Expenditure on research is written off in the year in which it is incurred.

Expenditure on new product development is capitalised as an intangible asset when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the asset and the ability to measure reliably the expenditure during development.

Development costs previously recognised as an expense are not recognised as an asset in subsequent periods.

Capitalised development costs are stated as intangible assets, valued at cost less accumulated amortisation and impairment. Amortisation is provided in equal instalments, over the expected economic life of the new products, of 5 years.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 3 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, 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:

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 profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

At each reporting period end date, the group 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. 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.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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.

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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, 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, 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.

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.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.

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 group after deducting all of its 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.

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.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group 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 group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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 profit and loss account, 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 if, and only if, there is 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.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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 stock or fixed 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.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

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.

Exceptional costs

The Group classifies certain one-off charges as 'exceptional costs'. These are material items which derive from events or transactions that falls within the ordinary activities of the reporting entity and which individually, or, if of a similar type, in aggregate, need to be disclosed by virtue of their size or incidence if the financial statements are to give a true and fair view. These are disclosed separately, where necessary, to provide further understanding of the financial performance of the Group.

In the application of the group’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.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The determination of whether goodwill should be impaired requires the estimation of future cash flows and growth factors adapted by each cash generating unit. Furthermore, discount rates applied to these cash flows are determined by reference to the markets in which they operate These factors are all affected by prevailing market and economic factors outside the Group's control.

The Group assess the carrying values of investments annually or more frequently if warranted by a change in circumstances. If it is determined that the carrying values of investments cannot be recovered, the unrecoverable amounts are charged to the income statement. Recoverability is dependent upon assumptions and judgements regarding discount rates, future cash flows and profit margins. A material change in assumptions may significantly impact the potential impairment of these assets.

Estimates regarding the warranty and other provisions are subject to complex technical and commercial discussions over a relatively long period. In calculating the level of provisions required, judgements have been made on the probability of success in defending claims and estimated outcome of such claims.

In order to determine the revenue that the Group is able to recognise on its ongoing projects in a specific period, the Group has to estimate costs to complete on such projects, and make estimates relating to future purchase prices of materials and other costs. In making these assessments there is a degree of inherent uncertainty. The Group has developed internal controls to assess and review carrying values, projects costs and the appropriateness of estimates made.

Estimates regarding the warranty and other provisions are subject to complex technical and commercial discussions over a relatively long period. In calculating the level of provisions required, judgements have been made on the probability of success in defending claims and estimated outcome of such claims.

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

Their aggregate remuneration comprised:

Investment income includes the following:

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

A deferred tax asset of £365,000 (2023: £4,188,000) has not been recognised in respect of tax losses as there is insufficient evidence that the asset would be recoverable.

Tax rate changes

Changes to the UK Corporation Tax rates were substantively enacted as part of Finance No. 2 Bill 2021 (on 24 May 2021). These include the introduction of a small profits rate of corporation tax of 19% for companies with profits of £50,000 or less. If company profits are in excess of £250,000 the rate applied is to be 25%. “Marginal Relief” will apply a gradual increase in the rate for companies with profits between £50,000 and £250,000. For the financial year ended 31st December 2024, the current weighted averaged tax rate was 25%.

These rate changes are effective 1 April 2024. Any deferred taxes at the balance sheet date have been measure using these enacted rates.

Included within Assets Under Construction at 31 December 2024 are capitalised borrowing costs of

£13,926,000 (2023: £6,764,000). Interest costs have been capitalised at the Sterling Overnight Index Average (SONIA) rate plus 3.9%.

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

There is no significant difference between the replacement cost of raw materials and consumables and work in progress and their carrying amounts. Stocks are stated after provisions for impairment of £2,700,000 (2023: £2,700,000).

At 31 December 2024 the Company had an asset based factoring arrangement of which £13,000 (2023: NIL) had been advanced to the Company against certain of its sales invoices. The finance provider has full recourse to the Company for sums advanced in the event such sales invoices become ineligible under the terms of the facility.

The loans are funding towards construction of the new facility in Cambois, near Blyth, in Northumberland, from financial institutions with support from UK Export Finance. Drawdowns against the facility have been ongoing since February 2023. The loans are secured against the new facility, as well as the assets and shares of JDR Cable Systems Limited, JDR Cable System Holdings Inc. and JDR Cable Systems Inc. Interest is charged at the Sterling Overnight Index Average (SONIA) rate + 3.9%, with repayments over 5 years for each bundle.

The amounts repayable over the next 12 months have been presented in Note 14.

The warranty provision relates to costs incurred or to be incurred on resolving product issues that have occurred after installation, which are covered by warranties provided by the company.

The other provision mainly relates to excess contractual costs which the company believes it may incur on projects which have been delivered to clients.

These costs are not fully known, subject to negotiation and are unlikely to be offset by additional revenues. It is expected that the majority of expenditures will be incurred in the next financial year and that all will be incurred within two years. The provision has been estimated in accordance with the appropriate contract documents or other available information.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The group operates a personal pension scheme which is available to all employees. 2024: 519 (2023: 471) employees are members of the scheme as at 31 December 2024. This scheme is administered independently of the Group. The total pension cost which is included in the profit and loss account represents contributions payable by the company and amounted to £1,564,000 (31 December 2023: £1,283,000).

The shares have attached to them full voting, dividend and capital distribution rights (including on winding up). They do not confer any rights of redemption.

Called-up share capital represents the nominal value of shares that have been issued.

Share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

The retranslation reserve contains the accumulated foreign exchange differences from the translation of the group’s foreign subsidiaries on consolidation.

The non-controlling interest reserve contains the share of share capital, share premium and profit and loss reserves that are attributable to the non-controlling party (Holding JDR Limited).

Retained earnings include all current and prior period retained profits and losses.

During the normal course of business, the Company has given certain contract performance guarantees totalling £65,277,000 (31 December 2023: £52,729,000).

The company is party to a bank facility agreement between certain Group and related companies and their bankers. The company’s share capital and assets are pledged under this agreement. The exposure under this agreement is calculated based on net assets and is £0 at 31 December 2024.

In previous periods the company has received a government grant to assist with the purchase of assets. The aggregate amount of such grants received during the year ended 31 December 2024 was £965,000 (31 December 2023: £10,065,000). Grants received are credited to long term creditors and are released to the income statement over the life of the related assets.

In the event of any breach of grant conditions the full amount of the grant received would be repayable. Since the company is not aware of any actual, or potential, breach of conditions, no provision is required for repayment.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

During the year the company made purchases from Tele-Fonika Kable S.A, a company related by virtue of common ownership, amounting to £22.7m (2023: £24.7m). The outstanding balance due for payment in relation to these purchases at 31 December 2024 was £48.3m (2023: £35.5m) including goods in transit included in Amounts due to related parties (note 12). An additional interest liability is outstanding on a fully repaid loan. This loan accrued interest at LIBOR + 1.3%, with £0.3m interest accrued at 31 December 2024 (2023: £0.3m), included in Amounts due to related parties.