REGISTERED NUMBER: 03335009 (England and Wales)

FOR

Page

Company Information  

1

Report of the Directors  

2

Report of the Independent Auditors  

4

Statement of Comprehensive Income

7

Balance Sheet  

8

Statement of Changes in Equity  

9

Notes to the Financial Statements

10

DIRECTORS:

Mr T C Chu

Mr W F Jankovic

SECRETARY:

Mr T C Chu

REGISTERED OFFICE:

Clifton House

Bunnian Place

Basingstoke

Hampshire

RG21 7JE

REGISTERED NUMBER:

03335009 (England and Wales)

SENIOR STATUTORY AUDITOR:

Ross Garfitt

AUDITORS:

Langdowns DFK Limited

Statutory Auditor

Fleming Court

Leigh Road

Eastleigh

Southampton

Hampshire

SO50 9PD

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

REVIEW OF BUSINESS

The performance of the company shows steady success, building on the internal restructuring of products and services provided. The company will continue to focus its work as a distribution agent for Harmonic Inc, its ultimate parent company. The company will also continue its work in providing services to other members of the Harmonic Group.

The directors consider the level and trading of the company to be satisfactory. The directors believe that the sector is one that has significant expansion capacity. The directors will look to take the opportunities as and when they arise.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

Mr T C Chu has held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

Mr I B Graham - resigned 5 July 2024

Mr W F Jankovic - appointed 5 July 2024

SECTION 414B EXEMPTION

The strategic report has not been prepared by the company in accordance with the exemption available to the company under section 414B of the Companies Act 2006.

PRINCIPAL RISKS AND UNCERTAINTIES

The company's operations expose it to a variety of financial risks. The principal risks applicable to the company are credit risk, liquidity risk and interest rate cash flow risk. The company has in place a risk management programme that seeks to limit adverse effects on the financial performance of the company. The policies set by the board of directors are implemented by the company's finance department. The company does not use derivative financial instruments and as such no hedge accounting is applied.

CREDIT RISK

The company has implemented policies that require appropriate credit checks on potential customers before sales are made, however such risk is limited in the main to the ability of the group to settle debts under the agreement.

LIQUIDITY RISK AND INTEREST RATE CASH FLOW RISK

The company's finance facilities are obtained via inter-company funding mechanisms, which are provided on an interest-free basis, although the company has been operating without the need for such finance in recent years. Use of and access to these facilities is designed to ensure that the company has sufficient funds available for operations.

RESULTS FOR THE YEAR

The company's pre tax loss for the year was £125,182 (2023: pre tax loss of £318,596) and sales of £5,664,716 (2023: £6,72,570) were recorded during the year. Net assets of the company as at 31st December 2024 amounted to £7,004,385 (2023: £6,754,136).

GOING CONCERN

The company's ultimate parent company, Harmonic Inc, a company incorporated in the USA, and the company's immediate parent company, Harmonic International GmbH, a company incorporated in Switzerland, have agreed to provide such financial support so as to allow Harmonic (UK) Ltd to meet its liabilities as they fall due and to carry on its business without significant curtailment of operations for the foreseeable future and for at least the next twelve months after the date of approval of these financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 accounting estimates that are reasonable and prudent;

-

state whether applicable 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 company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

AUDITORS

The auditors,  Langdowns DFK Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr T C Chu - Director

30 September 2025

Opinion

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 Auditors' responsibilities for the audit of the financial statements section of our report.  We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-

the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-

the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

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, 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

As part of our audit planning procedures we identify the significant laws and regulations applicable to the company based upon our knowledge of the company, the industry in which it operates and from making enquiries with management. We consider those laws and regulations where non-compliance may have a material effect on the financial statements and those which have a direct impact on the financial statements. We identified that the most significant laws and regulations applicable during the year were compliance with the requirements of the Companies Act 2006 and compliance with health and safety regulations.

Audit procedures performed by the engagement team in relation to laws and regulations include making enquiries of management as to any known or suspected instances of non-compliance, maintaining awareness throughout the course of the audit as to any indications of instances of non-compliance, reviewing legal and professional invoices and undertaking a review of the disclosures in the financial statements to supporting information and to disclosure checklists.

We also consider areas that are at a higher risk of causing material misstatement in the financial statements due to irregularities, including those resulting from fraud and how such fraud may occur. We discuss with senior management the key controls in place to mitigate the risk of fraud and enquire as to whether they are aware of, or suspect, any fraudulent activities having taken place.

Throughout the audit, we maintain an appropriate level of professional scepticism when provided with information and explanations. We consider the appropriateness of significant accounting journals that were processed during the year, assess the reasonableness of any significant accounting estimates and consider whether there were any indications of bias by management during the year that represents a risk of material misstatement due to fraud. We also carry out analytical procedures to identify any unusual or unexpected variances to expectations as these may be an indication of management over-ride or management bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Ross Garfitt (Senior Statutory Auditor)

for and on behalf of Langdowns DFK Limited

Statutory Auditor

Fleming Court

Leigh Road

Eastleigh

Southampton

Hampshire

SO50 9PD

3 October 2025

TURNOVER

4

5,664,716

6,729,570

Administrative expenses

5,932,430

7,161,637

OPERATING LOSS

6

(267,714

)

(432,067

)

Interest receivable and similar income

142,532

115,822

(125,182

)

(316,245

)

Interest payable and similar expenses

7

536

2,351

LOSS BEFORE TAXATION

(125,718

)

(318,596

)

Tax on loss

8

93,733

129,202

LOSS FOR THE FINANCIAL YEAR

(219,451

)

(447,798

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR

THE YEAR

(219,451

)

(447,798

)

FIXED ASSETS

Tangible assets

9

44,548

78,151

CURRENT ASSETS

Debtors

10

6,645,274

6,765,941

Cash at bank

1,042,237

691,125

7,687,511

7,457,066

CREDITORS

Amounts falling due within one year

11

394,249

629,356

NET CURRENT ASSETS

7,293,262

6,827,710

TOTAL ASSETS LESS CURRENT

LIABILITIES

7,337,810

6,905,861

CREDITORS

Amounts falling due after more than one

year

12

(133,755

)

(151,725

)

PROVISIONS FOR LIABILITIES

14

(199,670

)

-

NET ASSETS

7,004,385

6,754,136

CAPITAL AND RESERVES

Called up share capital

15

2,279,697

2,279,697

Contribution from parent

16

6,216,630

5,746,930

Retained earnings

16

(1,491,942

)

(1,272,491

)

SHAREHOLDERS' FUNDS

7,004,385

6,754,136

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

Mr T C Chu - Director

Called up

Contribution

share

Retained

from

Total

capital

earnings

parent

equity

£   

£   

£   

£   

Balance at 1 January 2023

2,279,697

(824,693

)

4,881,853

6,336,857

Changes in equity

Total comprehensive income

-

(447,798

)

865,077

417,279

Balance at 31 December 2023

2,279,697

(1,272,491

)

5,746,930

6,754,136

Changes in equity

Total comprehensive income

-

(219,451

)

469,700

250,249

Balance at 31 December 2024

2,279,697

(1,491,942

)

6,216,630

7,004,385

1.

STATUTORY INFORMATION

Harmonic (UK) Ltd 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.

STATEMENT OF COMPLIANCE

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" and the Companies Act 2006.  

3.

ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on the going concern basis, as the directors believe that the company and the Group is in a stable position.

The Group holds strong levels of cash and maintains strong leadership. There are also relatively low fixed costs in the UK and the company have the ability to react to market conditions by varying pricing and if necessary, reducing the fixed costs of the business to match the market.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Significant judgements and estimates

Turnover

Turnover, which excludes value added tax and trade discounts, represents the invoiced value of goods delivered or services provided.

Revenue includes product, solution and services sales. Revenue is only recognised when persuasive evidence of an arrangement exists, delivery has occurred or services have been provided, the sale price is fixed or determinable and the risk of loss and title has transferred to the customer.

Product and solution sales are recognised upon shipment, or once all applicable criteria have been met. Product and solution sales invoiced, but not meeting the revenue recognition criteria are recorded as deferred revenue, with related costs incurred held within work in progress.

Revenue from services is recognised as the services are performed or based on contractual terms. Maintenance services are recognised over the maintenance term, which is typically one year. The costs associated with services are recognised as incurred. The unrecognised revenue portion of maintenance agreements invoiced is recorded as deferred income.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.  

Leasehold Improvements

-

over 10 years

Equipment

-

over 3 to 4 years

Fixtures and fittings

-

over 5 to 10 years

Computers

-

over 3 years

Taxation

Deferred tax

Foreign currencies

Hire purchase and leasing commitments

Pension costs and other post-retirement benefits

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Debtors and creditors receivable / payable within one year

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the statement of comprehensive income.

Share based payments

The company make share based payments in respect of equities of the ultimate parent company, Harmonic Inc. ("HLIT"). Such share based payments are accounted for in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. A detailed policy is documented below from the ultimate parent company's accounts:-

The company measures and recognises compensation expenses for all share based payments awards made to employees and directors, including stock options, restricted stock units ("RSUs") and stock purchase rights under HLIT's Employee Stock Purchase Plan ("ESPP"), based upon the grant-date fair value of those awards. The company recognises the impact of forfeitures as they occur.

The fair value of the stock options and stock purchase rights under ESPP is estimated at the grant date, using the Black-Scholes option pricing model. The fair value of the RSUs and performance-related RSUs ("PRSUs") is calculated on the market value of HLIT's stock at grant date.

The company recognises the share based payments expense for options, RSUs and stock purchase rights under ESPP on a straight-line basis over the requisite service period, which is generally the vesting period. The company regognises the share based payments expense for PRSUs based on the probability of achieving performance criteria, as defined in the PRSU agreements. They estimate the number of PRSUs ultimately expected to vest and recognises expense using the graded vesting attribution method over the requisite service period. Changes in the estimates related to the probability of achieving certain performance criteria and the number of PRSUs expected to vest could significantly affect the share-based payments expense from one period to the next.

4.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2024

2023

£   

£   

Intercompany sales

5,664,716

6,729,570

5,664,716

6,729,570

An analysis of turnover by geographical market is given below:

2024

2023

£   

£   

United States of America

5,664,716

6,729,570

5,664,716

6,729,570

5.

EMPLOYEES AND DIRECTORS

2024

2023

£   

£   

Wages and salaries

4,262,764

5,338,185

Social security costs

354,404

564,426

Other pension costs

161,616

242,670

4,778,784

6,145,281

The average number of employees during the year was as follows:

2024

2023

Technical services and support

8

12

Sales and marketing

14

20

Admin/IT

4

4

26

36

2024

2023

£   

£   

Directors' remuneration

782,149

1,189,659

Directors' pension contributions to money purchase schemes  

5,192

8,500

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

-

1

Information regarding the highest paid director is as follows:

2024

2023

£   

£   

Emoluments etc

782,149

1,189,659

Pension contributions to money purchase schemes

5,192

8,500

The directors are considered to be the key management personnel of the company.

6.

OPERATING LOSS

The operating loss is stated after charging: