Registration number:
Telcom Group Ltd
for the Year Ended 30 June 2025
Telcom Group Ltd
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Statement of Cash Flows |
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Notes to the Financial Statements |
Telcom Group Ltd
Company Information
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Directors |
Mr Thomas Seddon Mr Christopher John Baldock Mr Alistair Adams Mr Christopher Coulton Mr Andrew Paul Tatlock Mr Chris Hylton |
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Registered office |
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Auditors |
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Telcom Group Ltd
Strategic Report for the Year Ended 30 June 2025
The directors present their strategic report for the year ended 30 June 2025.
Strategy
Telcom Group Ltd is a holding company. The group’s principal activity is the development of a full-fibre digital infrastructure and the delivery of high-speed Internet access and managed services including security, managed networks to businesses and residential customers.
Following the disposal of ClearFibre and successful integration of Luminet, the group has begun aligning its business to business segments under the 'Elevate' brand. This consolidation reflects a strategic focus on customer experience as a core differentiator. Elevate combines infrastructure expertise with responsive and tailored customer service, enabling the Group to stand out in a competitive market by delivering excellent service across business and residential segments.
The business-to-business segment, Telcom Networks, continued to expand its infrastructure in its targeted Hypercities-Manchester, Liverpool, Leeds, Birmingham, and Cardiff-with the initial network build phase of the Cardiff network substantially completed by year-end. There has also been the commencement of the St Helens network project in the year. This forms the basis for the next stage of monetisation through customer connections and recurring revenue generation.
In October 2023, the group successfully acquired Luminet Networks, a London-based business connectivity provider with a large fixed wireless network. The integration of Luminet has significantly expanded the group’s commercial footprint and enhanced its ability to service SME and enterprise customers in the London metropolitan area.
The group’s residential and rural activities were previously delivered through WeFibre and ClearFibre. However, on 12 May 2025, the group completed the disposal of ClearFibre Limited to an unconnected third party. Accordingly, ClearFibre has been treated as a discontinued operation in these financial statements.
Since July 2021, the group has received financial backing from its majority shareholder, Gresham House, supporting strategic growth initiatives.
Fair review of the business
The Group achieved revenue of £27 million in FY25 (FY24: £17.1 million), representing a material increase driven by infrastructure-led expansion.
Infrastructure asset net book value grew to £34.2 million (2024: £33.2 million), underpinned by capital deployment across the Hypercities network and despite disposal of £5.2m of assets within ClearFibre in the year.
Gross profit increased to £11.6 million (2024: £6.7million), reflecting improved operational scale and network usage.
EBITDA from continuing operations improved significantly to a profit of £2.2 million in the year (2024: loss of £3.8 million), driven by revenue growth, network monetisation, and cost efficiencies. The group anticipates further improvement in its core business in FY26 as a result of continued benefits of the Luminet integration and sharpened focus on core infrastructure and business-to-business segments following the disposal of ClearFibre. However this is expected to be offset by a reduction in infrastructure revenues following the completion of the Cardiff network in FY25.
Telcom Group Ltd
Strategic Report for the Year Ended 30 June 2025
To monitor performance, specifically during the build stage, the group's key financial and other performance indicators during the year were as follows:
|
Financial KPIs |
Unit |
2025 |
2024 |
|
Turnover |
£ |
26,992,786 |
17,146,088 |
|
Infrastructure asset NBV |
£ |
34,207,937 |
33,177,988 |
|
Gross profit |
£ |
11,560,729 |
6,685,360 |
|
EBITDA (continuing operations) |
£ |
2,163,858 |
(3,786,240) |
The Group also tracks Adjusted EBITDA, which provides a standardised ‘normalised’ view of the Group’s true, ongoing operational profitability. Adjusted EBITDA amends standard EBITDA by removing one-time, irregular revenues or costs that are not considered part of the Group’s ordinary activities. Adjusted EBITDA for FY25 was a profit of £4.8m.
The Group also tracks and monitors a series of non-financial KPIs. These include Kilometers of fibre laid, Businesses passed B2B, Ready for Service B2C, and number of customers, together with a series of operational SLA targets to maintain and improve customer service and experience. Kilometres of fibre laid gives an indication of the addressable core network that has been built to facilitate customer connections in the Hypercities. Together with Businesses passed, this is a key indication of the scale of the build and addressable opportunity in the investment stage.
Outlook
The group expects continued revenue and margin growth in FY26, supported by:
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• |
Monetisation of the completed Hypercity core network; |
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• |
Growth of the Luminet business in London and surrounding areas following the successful completion of the acquisition in October 2023; |
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• |
Continued development and enhancement of the portfolio of managed service products, in collaboration with customers, to meet their evolving needs; |
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Expansion of wholesale and partner channel revenues; and |
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Streamlined operational focus following the ClearFibre divestment. |
The key points above will have a significant positive impact on the financial performance of the business for the year ending June 2026 through a combination of recurring and non-recurring revenue growth and a reduced cost to deliver at scale. Underlying growth in the core business is expected to be partially offset by lower infrastructure revenue in FY26 following the Cardiff network build having been substantially completed in FY25. Operating losses are forecast to reduce substantially in FY26 as post-acquisition synergies are combined with fixed network costs that are leveraged across a broader recurring revenue base.
Telcom Group Ltd
Strategic Report for the Year Ended 30 June 2025
Principal risks and uncertainties
The Directors recognise that the outlook for the group is based on a number of key assumptions. A risk analysis has been undertaken with appropriate plans put in place to mitigate risks identified to ensure the business delivers on the strategic plan.
The primary short to medium-term risk remains the pace of customer acquisition to match infrastructure investment. However, the group has established a competitive market proposition through speed of delivery and quality of service.
From a liquidity perspective, the Group maintains regular short and long-term cashflow forecasting and continues to have the support of its majority shareholder. The directors are confident in the group’s ability to meet obligations as they fall due.
Approved and authorised by the
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Telcom Group Ltd
Directors' Report for the Year Ended 30 June 2025
The directors present their report and the for the year ended 30 June 2025.
Directors of the group
The directors who held office during the year were as follows:
The following director was appointed after the year end:
Information included in the Strategic Report
The Group has chosen, in accordance with Companies Act 2006, s.414C (11), to set out in the Group's Strategic Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2006, Sch.7 to be contained in the Directors' Report.
Going concern
The group reports net liabilities of £61,384,118 as at 30 June 2025 and net current liabilities of £17,098,611.
On this basis the group requires the support of its' major shareholder, Gresham House, in order to meet its financial obligations as they fall due. Management have prepared cashflows for the next 12 months from the date of signing these financial statements and have reviewed these to determine the level of support which would be required based on various scenarios.
The directors are confident following discussions with the management and shareholders that they have access to the additional funding support required to ensure that the group and company can meet their day-to-day obligations.
On this basis, the financial statements have been prepared on a going concern basis. The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Therefore they continue to adopt the going concern basis of accounting in the preparation of the financial statements.
Telcom Group Ltd
Directors' Report for the Year Ended 30 June 2025
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
In accordance with section 485 of the Companies Act 2006, a resolution proposing that Williamson and Croft Audit Ltd be appointed as auditor of the Company for the year ended 30 June 2025 was passed at a General Board meeting.
On 1 December 2025, Williamson & Croft Audit Ltd began trading as UHY Williamson Croft and have signed the audit report in that name.
A resolution for the re-appointment of UHY Williamson Croft as auditors of the company for the year ended 30 June 2026 is to be proposed at a forthcoming General Board meeting.
Approved and authorised by the
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Telcom Group Ltd
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities 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 the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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• |
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Telcom Group Ltd
Independent Auditor's Report to the Members of Telcom Group Ltd
Opinion
We have audited the financial statements of Telcom Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 Financial Reporting Standard 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 30 June 2025 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 responsibilities for the audit of the financial statements section of our report. We are independent of the group 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.
In the previous accounting period the directors of the company took advantage of audit exemption under s479 of the Companies Act 2006. Therefore, the prior period financial statements were not subject to audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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.
Telcom Group Ltd
Independent Auditor's Report to the Members of Telcom Group Ltd
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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the 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. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 7, 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 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.
Auditor 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Telcom Group Ltd
Independent Auditor's Report to the Members of Telcom Group Ltd
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In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have given consideration to the control environment (including management's own process for identifying and assessing risks) as well as the nature of the entity, the industry in which it operates and the underlying performance. Consideration was also given to the attitudes and incentives of management to commit fraud. We determined that the greatest potential for fraud existed in the following areas: timing of recognition of income; classifcation of fixed assets; and posting of unusual journals and complex transactions. In line with all audits performed under International Standards on Auditing (UK), we planned and performed specific procedures to respond to the risk of management override of controls. |
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We also obtained an understanding of the applicable laws and regulations that the company has to abide by, through discussions with management and those charged with governance, as well as commercial knowledge of the sector and statutory legislation. We paid particular focus to those laws and regulations that had the potential to materially impact the amounts and disclosures within the financial statements. |
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After our initial risk assessment, we performed the following procedures to detect material misstatements in respect
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• |
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business; |
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• |
Reviewing financial statement disclosures and testing these against supporting documentation to assess compliance with applicable laws and regulations; |
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• |
Assessing key accounting estimates within the financial statements in order to assess their reasonableness and determine whether there were any indications of management bias in the estimates; |
|
• |
Reviewing minutes of meetings of those charged with governance; and |
|
• |
Making enquiries of management as to whether they are aware of any alleged, suspected or actual fraud during the year. |
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We also performed procedures to satisfy ourselves regarding compliance with applicable laws and regulations, including: |
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Making enquiries of management and those charged with governance if there were any actual and potential litigation and claims; |
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• |
Reviewing legal and professional fees incurred in the year for indicators of any litigation or claims against the company; |
|
• |
Reviewing minutes of meetings of those charged with governance; and |
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• |
Reviewing correspondence with relevant legal authorities. |
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All audit team members were made aware of the applicable laws and regulations, as well as potential fraud risks during the planning stage of the audit and this was discussed at the audit team planning meeting. It was therefore determined that team members all had the relevant awareness and competence to identify any instances of non-compliance with relevant laws and regulations or fraud. |
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Telcom Group Ltd
Independent Auditor's Report to the Members of Telcom Group Ltd
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.
......................................
For and on behalf of
20 York Street
Manchester
M2 3BB
Telcom Group Ltd
Consolidated Profit and Loss Account for the Year Ended 30 June 2025
|
Note |
Continuing operations |
Discontinued operations |
Total |
Continuing operations |
Discontinued operations |
Total |
|
|
Turnover |
|
|
|
|
|
|
|
|
Cost of sales |
( |
( |
( |
( |
( |
( |
|
|
Gross profit |
|
|
|
|
|
|
|
|
Administrative expenses |
( |
( |
( |
( |
( |
( |
|
|
Other gains and losses |
( |
- |
( |
( |
- |
( |
|
|
Operating loss |
( |
( |
( |
( |
( |
( |
|
|
Loss on disposal of operations |
- |
( |
( |
- |
- |
- |
|
|
Other interest receivable and similar income |
|
- |
|
|
- |
|
|
|
Interest payable and similar expenses |
( |
- |
( |
( |
( |
( |
|
|
(11,445,832) |
- |
(11,445,832) |
(8,577,938) |
(38) |
(8,577,976) |
||
|
Loss before tax |
( |
( |
( |
( |
( |
( |
|
|
Tax on loss |
- |
- |
- |
|
- |
|
|
|
Loss for the financial year |
( |
( |
( |
( |
( |
( |
|
|
Profit/(loss) attributable to: |
|||||||
|
Owners of the company |
( |
( |
( |
( |
( |
( |
The group has no recognised gains or losses for the year other than the results above.
Telcom Group Ltd
Consolidated Statement of Comprehensive Income for the Year Ended 30 June 2025
|
2025 |
2024 |
|
|
Loss for the year |
( |
( |
|
Total comprehensive income for the year |
( |
( |
|
Total comprehensive income attributable to: |
||
|
Owners of the company |
( |
( |
Telcom Group Ltd
(Registration number: 11428641)
Consolidated Balance Sheet as at 30 June 2025
|
Note |
2025 |
2024 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Net liabilities |
( |
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
12,656 |
12,656 |
|
|
Share premium reserve |
1,987,348 |
1,987,348 |
|
|
Retained earnings |
(63,384,122) |
(45,273,807) |
|
|
Equity attributable to owners of the company |
(61,384,118) |
(43,273,803) |
|
|
Shareholders' deficit |
(61,384,118) |
(43,273,803) |
Approved and authorised by the
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Telcom Group Ltd
(Registration number: 11428641)
Balance Sheet as at 30 June 2025
|
Note |
2025 |
2024 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
Investments |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Net liabilities |
( |
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
12,656 |
12,656 |
|
|
Share premium reserve |
1,987,348 |
1,987,348 |
|
|
Retained earnings |
(56,423,925) |
(39,857,562) |
|
|
Shareholders' deficit |
(54,423,921) |
(37,857,558) |
The company made a loss after tax for the financial year of £16,566,363 (2024 - loss of £22,180,598).
Approved and authorised by the
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Telcom Group Ltd
Consolidated Statement of Changes in Equity for the Year Ended 30 June 2025
Equity attributable to the parent company
|
Share capital |
Share premium |
Retained earnings |
Total |
|
|
At 1 July 2024 |
|
|
( |
( |
|
Loss for the year |
- |
- |
( |
( |
|
At 30 June 2025 |
|
|
( |
( |
|
Total equity |
|
|
At 1 July 2024 |
( |
|
Loss for the year |
( |
|
At 30 June 2025 |
( |
|
Share capital |
Share premium |
Retained earnings |
Total |
|
|
At 1 July 2023 |
|
|
( |
( |
|
Loss for the year |
- |
- |
( |
( |
|
New share capital subscribed |
|
- |
- |
|
|
At 30 June 2024 |
12,656 |
1,987,348 |
(45,273,807) |
(43,273,803) |
|
Total equity |
|
|
At 1 July 2023 |
( |
|
Loss for the year |
( |
|
New share capital subscribed |
|
|
At 30 June 2024 |
(43,273,803) |
Telcom Group Ltd
Statement of Changes in Equity for the Year Ended 30 June 2025
|
Share capital |
Share premium |
Retained earnings |
Total |
|
|
At 1 July 2024 |
|
|
( |
( |
|
Loss for the year |
- |
- |
( |
( |
|
At 30 June 2025 |
|
|
( |
( |
|
Share capital |
Share premium |
Retained earnings |
Total |
|
|
At 1 July 2023 |
|
|
( |
( |
|
Loss for the year |
- |
- |
( |
( |
|
New share capital subscribed |
|
- |
- |
|
|
At 30 June 2024 |
12,656 |
1,987,348 |
(39,857,562) |
(37,857,558) |
Telcom Group Ltd
Consolidated Statement of Cash Flows for the Year Ended 30 June 2025
|
Note |
2025 |
2024 |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Profit on disposal of tangible assets |
( |
- |
|
|
Loss from disposals of operations |
|
- |
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
- |
( |
|
|
|
( |
||
|
Working capital adjustments |
|||
|
(Increase)/decrease in stocks |
( |
|
|
|
Increase in trade debtors |
( |
( |
|
|
Increase in trade creditors |
|
|
|
|
Increase in provisions |
|
|
|
|
Cash generated from operations |
|
( |
|
|
Income taxes received |
- |
|
|
|
Net cash flow from operating activities |
|
( |
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisition of subsidiaries |
- |
( |
|
|
Net cash proceeds from sale of operations |
|
- |
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
- |
|
|
Acquisition of intangible assets |
( |
( |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from issue of ordinary shares, net of issue costs |
- |
|
|
|
Proceeds from bank borrowing draw downs |
- |
|
|
|
Repayment of bank borrowing |
( |
( |
|
|
Proceeds from other borrowing draw downs |
|
|
|
|
Payments to finance lease creditors |
- |
( |
|
|
Net cash flows from financing activities |
|
|
|
|
Net increase in cash and cash equivalents |
|
|
|
|
Cash and cash equivalents at 1 July |
|
|
|
|
Cash and cash equivalents at 30 June |
2,065,096 |
1,621,503 |
|
Telcom Group Ltd
Statement of Cash Flows for the Year Ended 30 June 2025
|
Note |
2025 |
2024 |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Loss from disposals of investments |
|
- |
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
- |
( |
|
|
( |
( |
||
|
Working capital adjustments |
|||
|
(Increase)/decrease in stocks |
( |
|
|
|
Decrease/(increase) in trade debtors |
|
( |
|
|
Increase in trade creditors |
|
|
|
|
(Decrease)/increase in provisions |
( |
|
|
|
Cash generated from operations |
|
( |
|
|
Income taxes received |
- |
|
|
|
Net cash flow from operating activities |
|
( |
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisition of subsidiaries |
- |
( |
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Acquisition of intangible assets |
( |
( |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from issue of ordinary shares, net of issue costs |
- |
|
|
|
Repayment of bank borrowing |
( |
( |
|
|
Proceeds from other borrowing draw downs |
- |
|
|
|
Net cash flows from financing activities |
( |
|
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 1 July |
|
|
|
|
Cash and cash equivalents at 30 June |
349,273 |
613,621 |
|
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
England
These financial statements were authorised for issue by the
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The financial statements are presented in sterling which is the functional currency of the company.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 June 2025.
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The group reports net liabilities of £61,384,118 as at 30 June 2025 and net current liabilities of £17,098,611.
On this basis the group requires the support of its' major shareholder, Gresham House, in order to meet its financial obligations as they fall due. Management have prepared cashflows for the next 12 months from the date of signing these financial statements and have reviewed these to determine the level of support which would be required based on various scenarios.
The directors are confident following discussions with the management and shareholders that they have access to the additional funding support required to ensure that the group and company can meet their day-to-day obligations.
On this basis, the financial statements have been prepared on a going concern basis. The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Therefore they continue to adopt the going concern basis of accounting in the preparation of the financial statements.
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
Reclassification of comparative amounts
Administrative expenses of £1,794 have been reclassified within cost of sales in the company, whilst administrative expenses of £990,026 have been reclassified within cost of sales in the group in accordance with management's view of the nature of these expenses. There is no impact on the loss previously reported for the period nor on the net liabilities as previously stated as at 30 June 2024 for both the company and the group.
Judgements
The key material area of significant management judgement and estimation uncertainty is in respect of the depreciation of tangible and intangible fixed assets, in particular the useful economic life of infrastructure assets and associated development costs. Management review the nature of expenditure on these assets on a line-by-line basis to determine each individual element's expected useful economic life and to then depreciate the cost on a straight line basis over that expected life. |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.
Government grants
Grants received towards revenue expenditure are released to the profit and loss account as the related expenditure is incurred or when any terms and conditions relating to the grant are satisfied. Grants towards capital expenditure are released to the profit and loss account over the expected useful life of the assets.
Grants received in advance are included within deferred income whilst those for which the conditions have been met and which are virtually certain to be received by the company are included in accrued income.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Land and buildings |
10% straight line |
|
Furniture, fittings and equipment |
33% straight line |
|
Motor vehicles |
20% straight line |
|
Infrastructure works |
4 - 20% straight line |
|
Other tangible assets |
20 - 33% straight line |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Other intangible assets |
4 - 20% straight line |
|
Goodwill |
10% straight line |
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Trade creditors
Trade creditors 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 the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
|
Turnover |
The entirety of the turnover of the group for the current and preceding financial periods relates to the principal activities of the group and is derived wholly within the United Kingdom.
The analysis of the group's turnover for the year from continuing operations is as follows:
|
2025 |
2024 |
|
|
Rendering of services |
|
|
|
Interest received |
|
|
|
Grants received |
|
|
|
Other revenue |
|
|
|
|
|
|
Other gains and losses |
The analysis of the group's other gains and losses for the year is as follows:
|
2025 |
2024 |
|
|
Gain on disposal of tangible assets |
|
- |
|
Loss from write-downs and reversals of stocks |
( |
( |
|
Loss from disposals of operations |
( |
- |
|
(2,714,089) |
(786,034) |
On 12 May 2025 the Group disposed of its interest in Clear Fibre Limited with a loss of £2,099,275 on disposal of the operations of that entity.
The stock held by the Group on behalf of Clear Fibre Limited was reviewed for its net realisable value based upon its utilisation prior to the date of disposal and its residual value to the Group following the disposal and an amount of £786,034 was provided against the NRV of this stock in the prior year.
Similarly, the stock of the Group was reviewed for its net realisable value in the current year and an amount of £631,317 was provided against the NRV of stock in the current year.
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
|
Operating loss |
Arrived at after charging/(crediting)
|
2025 |
2024 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Research and development cost |
|
|
|
Operating lease expenses |
|
|
|
Profit on disposal of property, plant and equipment |
( |
- |
|
Other interest receivable and similar income |
|
2025 |
2024 |
|
|
Interest income on bank deposits |
- |
|
|
Other finance income |
|
|
|
|
|
|
Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest on preference shares |
- |
|
|
Interest expense on other finance liabilities |
|
|
|
Interest payable on loans from group undertakings |
9,937,156 |
6,868,209 |
|
|
|
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Other short-term employee benefits |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Other employee expense |
|
( |
|
|
|
In addition to the staff costs disclosed above included in expenditure, £4,133,325 of staff costs were capitalised (2024: £7,154,386).
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Production |
|
|
|
Administration and support |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
1,039,101 |
908,425 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2025 |
2024 |
|
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
|
2025 |
2024 |
|
|
Remuneration |
|
|
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £269,055 (2024 - £198,655).
Contributions totalling £
|
Auditors' remuneration |
|
2025 |
2024 |
|
|
Audit of these financial statements |
70,000 |
54,500 |
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2025 |
2024 |
|
|
Current taxation |
||
|
UK corporation tax |
- |
( |
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2025 |
2024 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Tax increase from effect of unrelieved tax losses carried forward |
|
|
|
Tax decrease from effect of adjustment in research and development tax credit |
- |
( |
|
Total tax credit |
- |
( |
For financial periods beginning on or after 1 April 2023, the corporation tax rate increased to 25% for profits over £250,000. A small profits rate (SPR) will also be introduced for companies with profits of £50,000 or less so that they will continue to pay corporation tax at 19%. Companies with profits between £50,000 and £250,000 will pay tax at the main rate reduced by marginal relief.
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
The group and company have significant tax losses carried forward as at 30 June 2025 in respect of the accumulated losses recognised through the profit and loss account and also tax allowances on capital expenditure.
The deferred tax asset in respect of these losses has not been recognised in these financial statements as the availability and timing of future profits against which these losses could be utilised is uncertain. The deferred tax assets is only recognised to the extent that it will be used to offset any potential liability on the disposal of any fixed assets of the company or group and to reduce the deferred tax liability in respect of timing differences on the recognition of capital items for accounting and taxation purposes to £Nil.
It is understood that the group and company is reviewing the availability of R&D tax credits and potential claims, but at the date of approval of these financial statements the quantum and timing of any credits is uncertain and no amounts have been recognised for any potential future claims.
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
|
Intangible assets |
Group
|
Goodwill |
Other intangible assets |
Total |
|
|
Cost or valuation |
|||
|
At 1 July 2024 |
|
|
|
|
Additions acquired separately |
- |
|
|
|
At 30 June 2025 |
|
|
|
|
Amortisation |
|||
|
At 1 July 2024 |
|
|
|
|
Amortisation charge |
|
|
|
|
At 30 June 2025 |
|
|
|
|
Carrying amount |
|||
|
At 30 June 2025 |
|
|
|
|
At 30 June 2024 |
|
|
|
The aggregate amount of research and development expenditure recognised as an expense during the period is £
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
Company
|
Other intangible assets |
Total |
|
|
Cost or valuation |
||
|
At 1 July 2024 |
|
|
|
Additions acquired separately |
|
|
|
At 30 June 2025 |
|
|
|
Amortisation |
||
|
At 1 July 2024 |
|
|
|
Amortisation charge |
|
|
|
At 30 June 2025 |
|
|
|
Carrying amount |
||
|
At 30 June 2025 |
|
|
|
At 30 June 2024 |
|
|
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
|
Tangible assets |
Group
|
Land and buildings |
Furniture, fittings and equipment |
Motor vehicles |
Infrastructure works |
Other tangible assets |
Total |
|
|
Cost or valuation |
||||||
|
At 1 July 2024 |
|
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
Disposals |
- |
- |
( |
( |
( |
( |
|
At 30 June 2025 |
|
|
|
|
|
|
|
Depreciation |
||||||
|
At 1 July 2024 |
|
|
|
|
|
|
|
Charge for the year |
|
|
|
|
|
|
|
Eliminated on disposal |
- |
- |
( |
( |
( |
( |
|
At 30 June 2025 |
|
|
- |
|
|
|
|
Carrying amount |
||||||
|
At 30 June 2025 |
|
|
|
|
|
|
|
At 30 June 2024 |
|
|
|
|
|
|
Included within the net book value of land and buildings above is £383,833 (2024: £410,991) in respect of short leasehold land and buildings.
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
Company
|
Land and buildings |
Furniture, fittings and equipment |
Infrastructure works |
Other tangible assets |
Total |
|
|
Cost or valuation |
|||||
|
At 1 July 2024 |
|
|
|
|
|
|
Additions |
|
|
|
- |
|
|
At 30 June 2025 |
|
|
|
|
|
|
Depreciation |
|||||
|
At 1 July 2024 |
|
|
|
|
|
|
Charge for the year |
|
|
|
|
|
|
At 30 June 2025 |
|
|
|
|
|
|
Carrying amount |
|||||
|
At 30 June 2025 |
|
|
|
|
|
|
At 30 June 2024 |
|
|
|
|
|
Included within the net book value of land and buildings above is £383,834 (2024 - £410,991) in respect of short leasehold land and buildings.
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
|
Investments |
Company
|
2025 |
2024 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 July 2024 |
|
|
Disposals |
( |
|
At 30 June 2025 |
|
|
Provision |
|
|
Carrying amount |
|
|
At 30 June 2025 |
|
|
At 30 June 2024 |
|
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2025 |
2024 |
|||
|
Subsidiary undertakings |
||||
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
The holdings in Telcom Midco Limited are held directly by Telcom Group Limited as the parent entity.
Telcom Midco Limited holds 100% of the issued share capital of Telcom Bidco Limited.
Telcom Bidco Limited holds 100% of the issued share capital of Luminet Networks Limited, Telcom Infrastructure Limited, Telcom Wholesale Limited, Telcom Networks Limited, Telcom Paymaster Limited, Pioneer Utilities Limited and WeFibre Limited.
Luminet Networks Limited holds 100% of the issued share capital of Luminet Solutions Limited, Luminet Data Limited and NeutralOne Limited.
On 20 December 2024 the group undertook a restructure such that all direct shareholdings of Telcom Group Limited were transferred to be held by Telcom Bidco Limited.
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
Subsidiary undertakings
Telcom Infrastructure Limited
The principal activity of Telcom Infrastructure Limited is that of the provision of telecommunications infrastructure. Telcom Infrastructure Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.
Telcom Wholesale Limited
The principal activity of Telcom Wholesale Limited is that of the provision of telecommunications services. Telcom Wholesale Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.
Telcom Networks Limited
The principal activity of Telcom Networks Limited is that of the provision of telecommunications infrastructure. Telcom Networks Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.
Telcom Paymaster Limited
The principal activity of Telcom Paymaster Limited is that of the provision of human resource services. Telcom Paymaster Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.
Clear Fibre Limited
The principal activity of Clear Fibre Limited was that of the provision of telecommunications infrastructure.
Pioneer Utilities Limited
The principal activity of Pioneer Utilities Limited is that of the provision of telecommunications infrastructure. Pioneer Utilities Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.
WeFibre Limited
The principal activity of WeFibre Limited is that of the provision of telecommunications infrastructure. WeFibre Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.
Telcom Midco Limited
The principal activity of Telcom Midco Limited is that of an intermediary holding company.
Telcom Bidco Limited
The principal activity of Telcom Bidco Limited is that of an intermediary holding company.
Luminet Networks Limited
The principal activity of Luminet Networks Limited is that of an intermediary holding company.
Luminet Solutions Limited
The principal activity of Luminet Solutions Limited is that of the provision of telecommunications services and infrastructure.
Luminet Data Limited
The principal activity of Luminet Data Limited is that of a dormant company. Luminet Data Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 480 of that Act.
NeutralOne Limited
The principal activity of NeutralOne Limited is that of a dormant company. NeutralOne Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 480 of that Act.
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
Subsidiary undertakings
Telcom Infrastructure Limited
The principal activity of Telcom Infrastructure Limited is that of the provision of telecommunications infrastructure. Telcom Infrastructure Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.
Telcom Wholesale Limited
The principal activity of Telcom Wholesale Limited is that of the provision of telecommunications services. Telcom Wholesale Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.
Telcom Networks Limited
The principal activity of Telcom Networks Limited is that of the provision of telecommunications infrastructure. Telcom Networks Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.
Telcom Paymaster Limited
The principal activity of Telcom Paymaster Limited is that of the provision of human resource services. Telcom Paymaster Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.
Clear Fibre Limited
The principal activity of Clear Fibre Limited was that of the provision of telecommunications infrastructure.
Pioneer Utilities Limited
The principal activity of Pioneer Utilities Limited is that of the provision of telecommunications infrastructure. Pioneer Utilities Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.
WeFibre Limited
The principal activity of WeFibre Limited is that of the provision of telecommunications infrastructure. WeFibre Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.
Telcom Midco Limited
The principal activity of Telcom Midco Limited is that of an intermediary holding company.
Telcom Bidco Limited
The principal activity of Telcom Bidco Limited is that of an intermediary holding company.
Luminet Networks Limited
The principal activity of Luminet Networks Limited is that of an intermediary holding company.
Luminet Solutions Limited
The principal activity of Luminet Solutions Limited is that of the provision of telecommunications services and infrastructure.
Luminet Data Limited
The principal activity of Luminet Data Limited is that of a dormant company. Luminet Data Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 480 of that Act.
NeutralOne Limited
The principal activity of NeutralOne Limited is that of a dormant company. NeutralOne Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 480 of that Act.
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Disposals |
|
Stocks |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Work in progress |
|
- |
|
- |
|
Other inventories |
|
|
|
|
|
|
|
|
|
|
|
Debtors |
|
Group |
Company |
||||
|
Current |
Note |
2025 |
2024 |
2025 |
2024 |
|
Trade debtors |
|
|
|
|
|
|
Amounts due from group undertakings |
- |
- |
|
|
|
|
Other debtors |
|
|
|
|
|
|
Prepayments |
|
|
|
|
|
|
Accrued income |
|
|
- |
- |
|
|
Income tax asset |
|
|
- |
- |
|
|
|
|
|
|
||
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Cash at bank |
|
|
|
|
|
Short-term deposits |
|
|
|
|
|
|
|
|
|
|
|
Creditors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
2024 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
- |
|
|
|
Trade creditors |
|
|
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other payables |
|
|
( |
|
|
|
Accruals |
|
|
|
|
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
3,195 |
|
3,195 |
|
|
|
5,711 |
|
5,711 |
|
|
- |
- |
- |
- |
|
|
|
3,150 |
|
3,150 |
|
|
|
3 |
|
3 |
|
|
|
7 |
|
7 |
|
|
|
589 |
|
589 |
|
|
|
|
|
|
|
Loans and borrowings |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Non-current loans and borrowings |
||||
|
Bank borrowings |
|
|
|
|
|
Other borrowings |
|
|
|
|
|
|
|
|
|
|
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Current loans and borrowings |
||||
|
Bank borrowings |
|
|
- |
|
|
Finance lease liabilities |
|
|
- |
- |
|
Other borrowings |
|
|
- |
- |
|
|
|
- |
|
|
Telcom Group Ltd
Notes to the Financial Statements for the Year Ended 30 June 2025
Group
Bank borrowings of the Group consist of amounts totalling £46,669 (2024: £96,670) which are repayable by instalments in full within 2 years and are unsecured with interest payable at a fixed interest rate of 2.5% as well as an amount of £7,040,000 (2024: £8,000,000) which is repayable in quarterly instalments to July 2027 and then repayable in full on the termination date which falls four years after the original drawdown (20 October 2027). Interest is payable on the balance of the loan at a rate of 8% above term SONIA.
Group finance lease liabilities are secured against the relevant assets to which they relate.
Included in other borrowings of the Group are amounts totalling £84,677,584 (2024: £69,801,584) which are owed to the parent entity, Gresham House. Interest is accruing on these amounts at a rate of 10 and 13% per annum and repayment is due by 30 June 2031 and 01 June 2028 respectively. These amounts are secured by way of a fixed and floating charge over all assets of the group.
Company
Bank borrowings of the Company are repayable by instalments in full within 2 years and are unsecured with interest payable at a fixed interest rate of 2.5%.
Included in other borrowings of the Company are amounts totalling £61,003,934 (2024: £61,003,934) which are owed to the parent entity, Gresham House. Interest is accruing on these amounts at a rate of 10% per annum and repayment is due by 30 June 2031. These amounts are secured by way of a fixed and floating charge over all assets of the group.
|
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
|
|
|
|
|
|
Related party transactions |
The company has taken advantage of the exemption conferred by FRS 102 not to disclose transactions with wholly owned members of the group headed by Telcom Group Ltd.
|
Parent and ultimate parent undertaking |
The company's immediate parent is
The most senior parent entity producing publicly available financial statements is