Company registration number 08242486 (England and Wales)
IP TELECOM (HOLDINGS) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
IP TELECOM (HOLDINGS) LIMITED
COMPANY INFORMATION
Directors
Mr G F Watts
Mr R E Baker
Mrs S A Lough
Secretary
Mrs S A Lough
Company number
08242486
Registered office
Solutions Centre
53-57 Knightsdale Road
Ipswich
IP1 4JQ
Auditor
Ensors
Connexions
159 Princes Street
Ipswich
IP1 1QJ
IP TELECOM (HOLDINGS) LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group statement of financial position
10
Company statement of financial position
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 28
IP TELECOM (HOLDINGS) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Review of the business

The Group continued its journey as an employee-owned trust with another set of very positive results during a challenging and rather subdued economic climate. Various outside factors (both global and domestic) have contributed to the uncertainties within the UK trading environment, but we remain aware of the challenges that are ahead of us.

The Group continued to perform solidly with an increase in turnover of 11% in what was expected to be and turned out to be another rather subdued economic climate in 2025. Despite the increase in turnover, increases to labour and energy costs saw our net profit before tax reduce to £1.2M (2024 £1.5M).
Our strategy of focusing on innovative and educational technologies such as Google Chrome and Lego Education continues apace, with both divisions delivering double digit growth. We continue to be one of the Google’s largest UK partners both for Chrome Education and Chrome Enterprise. Our expertise and focus in the Google ecosystem continues to pay dividends with more public sector wins and increasing service revenues. Further opportunities are presenting themselves with the expansion and adoption of Google’s AI platform together with the recent release this year of other modules within the Google ecosystem.
The Group's Higher Education team had another strong performance despite diminishing HE budgets reducing the team’s overall contribution. We continue to look at expanding our supply range to our HE customers outside our traditional products, new areas of focus include data centre infrastructure and AI consultancy and licencing.
Following our accreditation as an ADISA certified IT recycling company, we also partnered with several of our large vendors to launch a re-manufacturing/refurbishing/recycling solution. These certifications and initiatives mean we are well placed to help our customers to bridge the digital divide.
To complement our existing ISO 9001, Cyber Essentials and Cyber Essentials Plus, we are pleased to have achieved both ISO27001(data security) and ISO 14001 (environmental) to our list of accreditations.
In line with our environmental commitments, we continue to focus on reducing our net carbon emissions and have made significant progress towards our Net Zero target for 2040 where our total emissions for 2025 were 668 tCO2e being 16.1% of the 2019 baseline emissions.

Principal risks and uncertainties

The principal risks and uncertainties facing the Group are as follows:-

Economic downturn - the Group acknowledges the importance of maintaining close relationships with its key customers in order to be able to identify the early signs of potential financial difficulties. Sales trends in its major markets are constantly reviewed to enable early action to be taken in the event of sales declining.

Competitor pressure - the market in which the Group operates is considered to be relatively competitive, and therefore competitor pressure could result in losing sales to key competitors. The Group manages this risk by providing quality products and maintaining strong relationships with its key customers.

Reliance on key suppliers - the Group's purchasing activities could expose it to over reliance on certain suppliers and inflationary pricing pressure. The Group manages this risk by ensuring there is enough breadth in its supplier base and by constantly seeking to find potential alternative suppliers that may be used, if necessary.

Loss of key personnel - this would present significant operational difficulties for the Group. Management seek to ensure that key personnel are appropriately remunerated to ensure that good performance is recognised. In addition, some members of the senior management team are subject to key insurance policies.

Data Protection and Cyber Security - the risks around data and cyber security are challenging to prevent entirely. The company takes this risk very seriously and have taken a number of measures to mitigate the risk as much as possible. The Group received the Cyber Essentials Plus accreditation and continues to review its own internal IT strategy. Most of the systems are cloud based and benefit from the advantages that these provide such as (but not limited to) disaster recovery, backups, replication and access control.

IP TELECOM (HOLDINGS) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

By order of the board

Mrs S A Lough
Secretary
26 February 2026
IP TELECOM (HOLDINGS) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company is that of an investment holding company.

The primary activity of the group is the supply of desktop, portable appliances and associated IT support, consultancy, installation, repair and warranty services.

On the 26 th October 2021 the company transitioned into an Employee Ownership Trust (EOT). There have been no changes to the existing executive management team who have all retained a shareholding in the group and will continue to lead strategy to drive the group forward but also now with the addition of greater employee commitment, involvement, and motivation.

Results and dividends

The results for the year are set out on page 9.

No dividends were paid during the year.

Directors

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

Mr G F Watts
Mr R E Baker
Mrs S A Lough
Financial instruments
Treasury operations and financial instruments

The group operates a treasury function which is responsible for managing the liquidity, interest and foreign currency risks associated with the company’s activities.

The group’s principal financial instruments include loans and bank overdrafts(the main purpose of which is to raise finance for the group’s operations). In addition, the group has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from its operations. The company has no derivative financial instruments.

Liquidity risk

The group manages it's cash and borrowing requirements to maximise interest income and minimise interest expense, whilst ensuring adequate liquid resources are available to meet the operating needs of the business.

Foreign currency risk

The group’s volume and value of non-GBP transactions have reduced significantly over the last few years and therefore the group’s level of exchange risk has similarly reduced down to a level where forward buying of currencies to mitigate this risk is not required. The Directors continue to monitor the level of risk and will take mitigating action if the level of risk increases again.

Credit risk

The principal credit risk is with debtors, the company minimises these risks through credit checks and credit insurance agencies.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the 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.

IP TELECOM (HOLDINGS) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the small companies regime.

By order of the board
Mrs S A Lough
Secretary
26 February 2026
IP TELECOM (HOLDINGS) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 parent 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 U nited K ingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent 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 parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

IP TELECOM (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF IP TELECOM (HOLDINGS) LIMITED
- 6 -
Opinion

We have audited the financial statements of IP Telecom (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, 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 a summary of 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 2025 and of the group's profit 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 group and parent 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 group's and parent 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 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:

- T he information given in the strategic report and the directors' r eport 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.

IP TELECOM (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF IP TELECOM (HOLDINGS) LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which 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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 group's and 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 group or parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 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.

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

- obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company are complying with the legal and regulatory framework;

- inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

- performed testing in areas where we consider there is a higher risk of fraud such as transactions with related parties, revenue recognition and management override of systems and controls; and

- discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

IP TELECOM (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF IP TELECOM (HOLDINGS) LIMITED
- 8 -

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Malcolm McGready (Senior Statutory Auditor)
For and on behalf of Ensors, Statutory Auditor
Chartered Accountants
Connexions
159 Princes Street
Ipswich
IP1 1QJ
27 February 2026
IP TELECOM (HOLDINGS) LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£000
£000
Turnover
3
52,387
47,070
Cost of sales
(46,607)
(41,241)
Gross profit
5,780
5,829
Distribution costs
(2,935)
(2,883)
Administrative expenses
(1,689)
(1,511)
Other operating income
20
37
Operating profit
4
1,176
1,472
Interest receivable and similar income
8
43
27
Interest payable and similar expenses
7
-
0
(2)
Profit before taxation
1,219
1,497
Tax on profit
9
(307)
(377)
Profit for the financial year
21
912
1,120
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

IP TELECOM (HOLDINGS) LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£000
£000
£000
£000
Fixed assets
Tangible assets
10
61
112
61
112
Current assets
Stocks
13
1,737
1,135
Debtors
14
3,688
3,619
Cash at bank and in hand
1,476
2,360
6,901
7,114
Creditors: amounts falling due within one year
15
(5,205)
(5,111)
Net current assets
1,696
2,003
Total assets less current liabilities
1,757
2,115
Creditors: amounts falling due after more than one year
16
(122)
(257)
Provisions for liabilities
Deferred tax liability
17
8
19
(8)
(19)
Net assets
1,627
1,839
Capital and reserves
Called up share capital
20
542
542
Share premium account
21
10
10
Capital redemption reserve
21
203
203
Profit and loss reserves
21
872
1,084
Total equity
1,627
1,839

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 26 February 2026 and are signed on its behalf by:
26 February 2026
Mr G F Watts
Mr R E Baker
Director
Director
Company registration number 08242486 (England and Wales)
IP TELECOM (HOLDINGS) LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£000
£000
£000
£000
Fixed assets
Investments
11
1,984
1,984
Current assets
-
-
Creditors: amounts falling due within one year
15
(1,172)
(1,172)
Net current liabilities
(1,172)
(1,172)
Net assets
812
812
Capital and reserves
Called up share capital
20
542
542
Share premium account
21
10
10
Capital redemption reserve
21
203
203
Profit and loss reserves
21
57
57
Total equity
812
812
The financial statements were approved by the board of directors and authorised for issue on 26 February 2026 and are signed on its behalf by:
26 February 2026
Mr G F Watts
Mr R E Baker
Director
Director
Company registration number 08242486 (England and Wales)
IP TELECOM (HOLDINGS) LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£000
£000
£000
£000
£000
Balance at 1 January 2024
542
10
203
1,425
2,180
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
-
1,120
1,120
Contributions to the Employee Ownership Trust as a gift
-
-
-
(1,461)
(1,461)
Balance at 31 December 2024
542
10
203
1,084
1,839
Year ended 31 December 2025:
Profit and total comprehensive income for the year
-
-
-
912
912
Contributions to the Employee Ownership Trust as a gift
-
-
-
(1,124)
(1,124)
Balance at 31 December 2025
542
10
203
872
1,627
IP TELECOM (HOLDINGS) LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£000
£000
£000
£000
£000
Balance at 1 January 2024
542
10
203
57
812
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
-
1,461
1,461
Contributions to the Employee Ownership Trust as a gift
-
-
-
(1,461)
(1,461)
Balance at 31 December 2024
542
10
203
57
812
Year ended 31 December 2025:
Profit and total comprehensive income for the year
-
-
-
1,124
1,124
Contributions to the Employee Ownership Trust as a gift
-
-
-
(1,124)
(1,124)
Balance at 31 December 2025
542
10
203
57
812
IP TELECOM (HOLDINGS) LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
2025
2024
Notes
£000
£000
£000
£000
Cash flows from operating activities
Cash generated from operations
25
523
3,449
Interest paid
-
0
(2)
Income taxes paid
(306)
(448)
Net cash inflow from operating activities
217
2,999
Investing activities
Purchase of tangible fixed assets
(20)
(80)
Interest received
43
27
Net cash generated from/(used in) investing activities
23
(53)
Financing activities
Contributions to the Employee Ownership Trust as a gift
(1,124)
(1,461)
Net cash used in financing activities
(1,124)
(1,461)
Net (decrease)/increase in cash and cash equivalents
(884)
1,485
Cash and cash equivalents at beginning of year
2,360
875
Cash and cash equivalents at end of year
1,476
2,360
IP TELECOM (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
1
Accounting policies
Company information

IP Telecom (Holdings) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Solutions Centre, 53-57 Knightsdale Road, Ipswich, IP1 4JQ.

The group consists of IP Telecom (Holdings) Limited and all of its subsidiaries.

1.1
Basis of preparation

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 a mounts in these financial statements are rounded to the nearest £000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’.

1.2
Business combinations

In the parent company financial statements, t he 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.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company IP Telecom (Holdings) Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. 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 g roup.

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.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

IP TELECOM (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.5
Revenue

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from services is recognised as it is earned as the corresponding services are delivered.

Other income

Dividend income from investments is recognised when the shareholder's right to receive payment has been established.

1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Leasehold buildings
2 to 10 years
Fixtures & fittings
2 to 6 years

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 profit or loss.

1.7
Fixed asset investments

Interests in subsidiaries and associates are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and a ny impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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.

1.8
Impairment of fixed assets

At each reporting end date, the company reviews the carrying amounts of its fixed 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).

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 an impairment loss subsequently reverses, the carry amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

IP TELECOM (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

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.

1.10
Cash and cash equivalents

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.

1.11
Financial instruments

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 statement of financial position when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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

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 m ethod 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.

Impairment of financial assets

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.

Derecognition of financial assets

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.

Classification of financial liabilities

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.

IP TELECOM (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
Basic financial liabilities

Basic financial liabilities, including trade and other payables, bank loans and loans from fellow group companies 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 receipts discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

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

1.12
Equity instruments

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.

1.13
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The 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

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 income statement. 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.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset 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.

IP TELECOM (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

1.15
Retirement benefits

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

1.16
Share-based payments

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is not recognised within the financial statements as the amount is insignificant.

1.17
Leases
As lessee

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

1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

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.

3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2025
2024
£000
£000
Turnover analysed by class of business
Equipment and consumables
52,127
46,857
Repairs, spares and maintenance
260
213
52,387
47,070
IP TELECOM (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
3
Turnover and other revenue
(Continued)
- 20 -
2025
2024
£000
£000
Turnover analysed by geographical market
United Kingdom
49,920
42,495
Europe
1,847
2,174
Rest of world
620
2,401
52,387
47,070
2025
2024
£000
£000
Other revenue
Interest income
43
27
Other operating income
20
37
4
Operating profit
2025
2024
£000
£000
Operating profit for the year is stated after charging/(crediting):
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
(11)
10
Fees payable for the audit of the financial statements of the group, company and the company's subsidiaries
36
33
Depreciation of owned tangible fixed assets
70
67
Operating lease charges
269
249
5
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Sales
29
28
-
-
Service and Support
21
23
-
-
Administration
38
30
3
3
Total
88
81
3
3
IP TELECOM (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
5
Employees
(Continued)
- 21 -

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£000
£000
£000
£000
Wages and salaries
3,559
3,537
-
0
-
0
Social security costs
437
378
-
-
Pension costs
125
118
-
0
-
0
4,121
4,033
-
0
-
0
6
Directors' remuneration
2025
2024
£000
£000
Remuneration for qualifying services
354
428
Company pension contributions to defined contribution schemes
24
24
378
452

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 3).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£000
£000
Remuneration for qualifying services
126
207
Company pension contributions to defined contribution schemes
8
8
7
Interest payable and similar expenses
2025
2024
£000
£000
Other interest
-
2

IP TELECOM (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
8
Interest receivable and similar income
2025
2024
£000
£000
Interest income
Interest on bank deposits
30
27
Other interest income
13
-
Total income
43
27
9
Taxation
2025
2024
£000
£000
Current tax
UK corporation tax on profits for the current period
318
373
Adjustments in respect of prior periods
-
0
(1)
Total current tax
318
372
Deferred tax
Origination and reversal of timing differences
(11)
5
Total tax charge
307
377

The charge for the year can be reconciled to the profit per the statement of total comprehensive income as follows:

2025
2024
£000
£000
Profit before taxation
1,219
1,497
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
305
374
Tax effect of expenses that are not deductible in determining taxable profit
1
2
Adjustments in respect of prior years
-
0
(1)
Fixed asset differences
1
2
Taxation charge
307
377
IP TELECOM (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
10
Tangible fixed assets
Group
Leasehold buildings
Fixtures & fittings
Total
£000
£000
£000
Cost
At 1 January 2025
686
359
1,045
Additions
3
16
19
Disposals
-
0
(6)
(6)
At 31 December 2025
689
369
1,058
Depreciation and impairment
At 1 January 2025
632
301
933
Depreciation charged in the year
40
30
70
Eliminated in respect of disposals
-
0
(6)
(6)
At 31 December 2025
672
325
997
Carrying amount
At 31 December 2025
17
44
61
At 31 December 2024
54
58
112
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
11
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£000
£000
£000
£000
Investments in subsidiaries
12
-
0
-
0
1,984
1,984

In the opinion of the directors, the aggregate value of the company's investment in subsidiary undertakings is not less than the amount included within the balance sheet.

Movements in fixed asset investments
Company
Shares in subsidiaries
£000
Cost or valuation
At 1 January 2025 and 31 December 2025
1,984
Carrying amount
At 31 December 2025
1,984
At 31 December 2024
1,984
IP TELECOM (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
12
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Getech Ltd
Solutions Centre, Knightsdale Road, Ipswich, Suffolk, IP1 4JQ
Ordinary
0
100.00
IP Telecom Ltd
As above
Ordinary
100.00
-
13
Stocks
Group
Company
2025
2024
2025
2024
£000
£000
£000
£000
Finished goods and goods for resale
1,737
1,135
-
0
-
0

The cost of stocks recognised as an expense in group accounts was £45,590,000 (2023: £40,186,000).

14
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£000
£000
£000
£000
Trade debtors
3,586
3,452
-
0
-
0
Prepayments and accrued income
102
167
-
0
-
0
3,688
3,619
-
-
15
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
£000
£000
£000
£000
Trade creditors
3,460
3,717
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
1,172
1,172
Corporation tax payable
225
213
-
0
-
0
Other taxation and social security
428
162
-
-
Accruals and deferred income
1,092
1,019
-
0
-
0
5,205
5,111
1,172
1,172
16
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£000
£000
£000
£000
Deferred income
122
257
-
0
-
0
IP TELECOM (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
17
Deferred taxation

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
2025
2024
Group
£000
£000
Accelerated capital allowances
14
24
General Provisions
(6)
(5)
8
19
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£000
£000
Liability at 1 January 2025
19
-
Credit to profit or loss
(11)
-
Liability at 31 December 2025
8
-
18
Retirement benefit schemes
2025
2024
Defined contribution schemes
£000
£000
Charge to profit or loss in respect of defined contribution schemes
125
118

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.

IP TELECOM (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
19
Share-based payment transactions
Group and company
Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 January 2025
774,447
-
0.27
-
Granted
-
774,447
-
0.27
Forfeited
(129,075)
-
0.27
-
Outstanding at 31 December 2025
645,372
774,447
0.27
0.27
Exercisable at 31 December 2025
322,686
161,343
0.27
0.27

In September 2024, 774,447 equity share options were granted under an Enterprise Management Incentive (EMI) scheme. All options were outstanding at 1 January 2025.

During the year 129,075 equity share options lapsed.

The 645,372 equity share options outstanding at 31 December 2025 had an exercise price of 27p per share and a remaining contractual life of approximately 9 years.

Of the options outstanding at the year end:

- 322,686 options vested during the year because the non‑market performance condition relating to the generation of sufficient cashflows to enable the Employee Ownership Trust to repay outstanding deferred consideration had already been satisfied. These options were therefore fully exercisable at 31 December 2025.

- The remaining 322,686 options are subject to the same non‑market performance condition, which had not yet been met at the year end. Vesting is dependent on future trading performance and the timing is therefore uncertain. Management currently estimates vesting will occur over 2–4 years based on projected cashflows.

Options may only be exercised while the holder remains an employee of the group.

The fair value of the options granted is considered insignificant, and accordingly no share‑based payment expense is recognised in the profit and loss account for the year.

20
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary shares of 10p each
5,421,139
5,421,139
542
542

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

IP TELECOM (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
21
Reserves
Share premium

The share premium reserve is the difference between the nominal value of shares issued and the fair value of the consideration received.

Capital redemption reserve

There is a capital redemption reserve is in respect of shares repurchased by the company.

Profit and loss reserves

The profit and loss reserve includes all current and prior period retained profits and losses.

22
Operating lease commitments
As lessee

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:

Group
Company
2025
2024
2025
2024
£000
£000
£000
£000
Within 1 year
46
238
-
-
Years 2-5
44
25
-
-
90
263
-
-
23
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2025
2024
£000
£000
Aggregate compensation
627
842
24
Controlling party

The group is controlled by Getech Employee Ownership Trust.

IP TELECOM (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
25
Cash generated from group operations
2025
2024
£000
£000
Profit after taxation
912
1,120
Adjustments for:
Taxation charged
307
377
Finance costs
-
0
2
Investment income
(43)
(27)
Depreciation and impairment of tangible fixed assets
69
67
Movements in working capital:
(Increase)/decrease in stocks
(602)
1,432
Increase in debtors
(67)
(880)
(Decrease)/increase in creditors
(42)
1,619
Decrease in deferred income
(11)
(261)
Cash generated from operations
523
3,449
26
Analysis of changes in net funds - group
1 January 2025
Cash flows
31 December 2025
£000
£000
£000
Cash at bank and in hand
2,360
(884)
1,476
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