TelXL Holdings Limited - Limited company accounts 25.1

REGISTERED NUMBER: 12897040 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

FOR

TELXL HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

N M Fox

A Fox

REGISTERED OFFICE:

Unit 3 Centech Park Fringe Meadow Road

Moons Moat North Industrial Estate

Redditch

Worcestershire

B98 9NR

REGISTERED NUMBER:

12897040 (England and Wales)

AUDITORS:

HB&O Ltd

Chartered Accountants and Statutory Auditors

Seven Stars House

1 Wheler Road

Coventry

CV3 4LB

The directors present their strategic report of the company and the group for the year ended 30 June 2025.

REVIEW OF BUSINESS

During the year the group's turnover fell by 5% from £5,463,074 to £5,186,394 and a profit before taxation of £715,192 (2024 restated: £489,106) was achieved.

The profit before taxation included a profit on disposal of c£1.25m in respect of a joint venture.

Shareholders' funds at 31 December 2025 amounted to £5,956,476 (2024 restated: £4,851,717). The directors consider the state of affairs of the group and company to be satisfactory.

PRINCIPAL RISKS AND UNCERTAINTIES

The key risks and uncertainties affecting the group and company are considered to relate to the continued demand for its products and services in what is a very competitive sector.

The directors believe the group is well positioned to manage this and other key risks as it has begun to emerge from a significant period of investment and development and is now seeking to scale up its operations in newly developed products and services, with additional commercial arrangements in place to pool resources in various other related products and services to ensure the overall offering remains competitive.

FUTURE DEVELOPMENTS

2026 will be a year of transition as the group emerges from its investment and development cycle and it moves towards a new phase of generating new revenue streams.

The group has a solid cash position at the year end and ongoing facilities with its bankers to enable it to trade through this period of transition and beyond.

Accordingly, the directors believe the group and company to be a going concern and have adopted this assumption in preparing the financial statements, having considered any material uncertainties in this regard for a period of at least 12 months from the date of approval of these financial statements.

ON BEHALF OF THE BOARD:

N M Fox - Director

30 July 2026

The directors present their report with the financial statements of the company and the group for the year ended 30 June 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of telecommunications activities.

DIVIDENDS

No dividends will be distributed for the year ended 30 June 2025.

DIRECTORS

The directors in office during the year under review were:

N M Fox

A Fox

DISCLOSURE IN THE STRATEGIC REPORT

The group and company's review of business, principal risks and uncertainties and future developments are disclosed within the strategic report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group 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;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:

N M Fox - Director

30 July 2026

Opinion

We have audited the financial statements of TelXL Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 of the parent company affairs as at 30 June 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 Auditors' 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.

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

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

-	adequate accounting records have not been kept 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 three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

The audit process includes an assessment of the group's risk environment, through enquiry of and discussion with management, including an assessment of any key laws and regulations with which the group must comply in the ordinary course of its business.

Additionally, the overall risks of irregular transactions occurring are assessed following our observations and confirmation of the design and implementation of management's controls. Whilst we are mindful of these risks, our audit focus is geared towards the risk of material misstatement in the financial statements as a whole.

As such, our procedures cannot guarantee that all transactions have been fully compliant with all relevant laws and regulations, including those regulations relating to fraud, as our procedures are not designed to detect all instances of non-compliance. By definition, the risk of our detection of non-compliance is greater where compliance with a law or regulation is removed from the events and transactions reflected in the financial statements. The risk is also greater regarding irregularities due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Other matter

The financial statements for the period ended 31 December 2024 were not audited, as the group and company was previously entitled to an exemption. In forming our opinion, we have considered the comparative figures and disclosures and our opinion is not qualified in this respect.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Gregg Olner MPhil BA (Hons) FCA (Senior Statutory Auditor)

for and on behalf of HB&O Ltd

Chartered Accountants and Statutory Auditors

Seven Stars House

1 Wheler Road

Coventry

CV3 4LB

30 July 2026

TURNOVER

3

5,186,394

5,463,074

Cost of sales

967,918

939,807

GROSS PROFIT

4,218,476

4,523,267

Administrative expenses

4,800,964

4,091,574

(582,488

)

431,693

Other operating income

1,256,135

406

OPERATING PROFIT

5

673,647

432,099

Interest receivable and similar income

42,031

57,493

715,678

489,592

Interest payable and similar expenses

6

486

PROFIT BEFORE TAXATION

715,192

489,106

Tax on profit

7

(389,523

)

(69,957

)

PROFIT FOR THE FINANCIAL YEAR

1,104,715

559,063

Profit attributable to:

Owners of the parent

1,104,715

559,063

PROFIT FOR THE YEAR

1,104,715

559,063

OTHER COMPREHENSIVE INCOME

Movements on other reserves

17

(17

)

Income tax relating to other comprehensive
income

-

OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

17

(17

)

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

1,104,732

559,046

Note

Prior year adjustment

9

(5,829,953

)

TOTAL COMPREHENSIVE INCOME
SINCE LAST ANNUAL REPORT

(4,725,221

)

Total comprehensive income attributable to:

Owners of the parent

(4,725,221

)

559,046

FIXED ASSETS

Intangible assets

10

2,349,610

1,221,872

Tangible assets

11

96,981

147,518

Investments

12

-

539,753

2,446,591

1,909,143

CURRENT ASSETS

Debtors

13

1,721,705

1,456,167

Cash at bank and in hand

2,252,934

1,989,232

3,974,639

3,445,399

CREDITORS

Amounts falling due within one year

14

450,685

483,481

NET CURRENT ASSETS

3,523,954

2,961,918

TOTAL ASSETS LESS CURRENT
LIABILITIES

5,970,545

4,871,061

CREDITORS

Amounts falling due after more than one
year

15

14,069

19,344

NET ASSETS

5,956,476

4,851,717

CAPITAL AND RESERVES

Called up share capital

19

7,930,050

7,930,023

Capital redemption reserve

20

65

Other reserves

20

-

(17

)

Retained earnings

20

(1,973,639

)

(3,078,354

)

SHAREHOLDERS' FUNDS

5,956,476

4,851,717

The financial statements were approved by the Board of Directors and authorised for issue on 30 July 2026 and were signed on its behalf by:

N M Fox - Director

FIXED ASSETS

Intangible assets

10

-

Tangible assets

11

-

Investments

12

1,600,000

2,639,753

1,600,000

2,639,753

CURRENT ASSETS

Debtors

13

1,483,307

122,651

Cash at bank

1,731,119

1,352,957

3,214,426

1,475,608

CREDITORS

Amounts falling due within one year

14

10,998

5,999

NET CURRENT ASSETS

3,203,428

1,469,609

TOTAL ASSETS LESS CURRENT
LIABILITIES

4,803,428

4,109,362

CAPITAL AND RESERVES

Called up share capital

19

7,930,050

7,930,023

Capital redemption reserve

20

65

Other reserves

20

-

(17

)

Retained earnings

20

(3,126,687

)

(3,820,709

)

SHAREHOLDERS' FUNDS

4,803,428

4,109,362

Company's profit/(loss) for the financial year

694,022

(282,006

)

The financial statements were approved by the Board of Directors and authorised for issue on 30 July 2026 and were signed on its behalf by:

N M Fox - Director

Called up

Capital

share

Retained

redemption

Other

Total

capital

earnings

reserve

reserves

equity

£

Balance at 1 July 2023

7,930,023

(3,637,417

)

65

-

4,292,671

Changes in equity

Total comprehensive income

-

6,389,016

-

(17

)

6,388,999

Balance at 30 June 2024

7,930,023

2,751,599

65

(17

)

10,681,670

Prior year adjustment

-

(5,829,953

)

-

(5,829,953

)

As restated

7,930,023

(3,078,354

)

65

(17

)

4,851,717

Changes in equity

Issue of share capital

27

-

27

Total comprehensive income

-

1,104,715

-

17

1,104,732

Balance at 30 June 2025

7,930,050

(1,973,639

)

65

-

5,956,476

Called up

Capital

share

Retained

redemption

Other

Total

capital

earnings

reserve

reserves

equity

£

Balance at 1 July 2023

7,930,023

(3,538,703

)

65

-

4,391,385

Changes in equity

Total comprehensive income

-

5,547,947

-

(17

)

5,547,930

Balance at 30 June 2024

7,930,023

2,009,244

65

(17

)

9,939,315

Prior year adjustment

-

(5,829,953

)

-

(5,829,953

)

As restated

7,930,023

(3,820,709

)

65

(17

)

4,109,362

Changes in equity

Issue of share capital

27

-

27

Total comprehensive income

-

694,022

-

17

694,039

Balance at 30 June 2025

7,930,050

(3,126,687

)

65

-

4,803,428

Cash flows from operating activities

Cash generated from operations

1

(142,271

)

50,711

Interest element of finance lease payments
paid

(486

)

(486

)

Tax paid

38,807

244,335

Net cash from operating activities

(103,950

)

294,560

Cash flows from investing activities

Purchase of intangible fixed assets

(1,445,741

)

(885,930

)

Purchase of tangible fixed assets

(18,369

)

(81,502

)

Sale of tangible fixed assets

192

151

Sale of fixed asset investments

1,794,579

-

Interest received

42,031

57,493

Net cash from investing activities

372,692

(909,788

)

Cash flows from financing activities

Capital repayments in year

(5,084

)

24,428

Share issue

27

-

Purchase of treasury shares

-

(35

)

Sale of treasury shares

17

18

Net cash from financing activities

(5,040

)

24,411

Increase/(decrease) in cash and cash equivalents

263,702

(590,817

)

Cash and cash equivalents at beginning of
year

2

1,989,232

2,580,049

Cash and cash equivalents at end of year

2

2,252,934

1,989,232

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

as restated

£

Profit before taxation

715,192

489,106

Depreciation charges

386,909

72,272

Profit on disposal of fixed assets

(1,255,018

)

(101

)

Finance costs

486

Finance income

(42,031

)

(57,493

)

(194,462

)

504,270

Decrease/(increase) in trade and other debtors

85,178

(366,187

)

Decrease in trade and other creditors

(32,987

)

(87,372

)

Cash generated from operations

(142,271

)

50,711

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 June 2025

30.6.25

1.7.24

£

Cash and cash equivalents

2,252,934

1,989,232

Year ended 30 June 2024

30.6.24

1.7.23

as restated

£

Cash and cash equivalents

1,989,232

2,580,049

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.7.24

Cash flow

At 30.6.25

£

Net cash

Cash at bank and in hand

1,989,232

263,702

2,252,934

1,989,232

263,702

2,252,934

Debt

Finance leases

(24,428

)

5,084

(19,344

)

(24,428

)

5,084

(19,344

)

Total

1,964,804

268,786

2,233,590

1.	STATUTORY INFORMATION

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

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The accounts have been prepared in accordance with applicable accounting standards. The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year.

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.

Basis of consolidation

The consolidated financial statements incorporate those of TelXL Holdings Limited and of its subsidiary undertaking TelXL Limited. All financial statements are made up to 30 June 2025. All transactions and balances between group companies are eliminated on consolidation.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’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.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

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 contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Intangible assets

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

Patents and licenses are amortised evenly over their estimated useful life of 3 years.

Development costs are being amortised using 20% reducing balance.

Computer Software costs are being amortised using 20% reducing balance.

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

Tangible fixed assets

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

Plant and machinery

-

Straight line over 3 years

Fixtures & fittings

-

25% on reducing balance

Computer equipment

-

Straight line over 3 years

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

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Fixed asset investments

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

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

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

Financial instruments

The company 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 company's balance sheet when the company 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 method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments

Equity instruments issued by the company 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 company.

Taxation

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’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 profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has 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.

Research and development

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

Foreign currencies

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

Hire purchase and leasing commitments

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

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

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

Pension costs and other post-retirement benefits

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

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.

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

3.

TURNOVER

All turnover in 2025 and 2024 related to the one principal activity of the group in the UK.

4.	EMPLOYEES AND DIRECTORS

2025

2024

as restated

£

Wages and salaries

1,937,830

2,627,852

Social security costs

258,621

305,507

Other pension costs

102,584

156,888

2,299,035

3,090,247

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

2025

2024

as restated

Operational and management staff

55

58

2025

2024

as restated

£

Directors' remuneration

140,830

146,192

Directors' pension contributions to money purchase schemes

13,923

25,512

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2025

2024

as restated

£

Other operating leases

68,469

66,485

Depreciation - owned assets

68,906

71,797

Profit on disposal of fixed assets

(1,255,018

)

(101

)

Patents and licences amortisation

31,855

475

Development costs amortisation

77,011

-

Computer software amortisation

209,137

-

Auditors' remuneration

15,000

-

Foreign exchange differences

(19,434

)

-

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

as restated

£

Leasing

486

7.

TAXATION

Analysis of the tax credit

The tax credit on the profit for the year was as follows:

2025

2024

as restated

£

Current tax:

UK corporation tax

(60,438

)

(38,807

)

Prior year corporation tax

-

8,791

Total current tax

(60,438

)

(30,016

)

Deferred tax

(329,085

)

(39,941

)

Tax on profit

(389,523

)

(69,957

)

UK corporation tax has been charged at 19 % (2024 - 19 %).

Reconciliation of total tax credit included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

as restated

£

Profit before tax

715,192

489,106

Profit multiplied by the standard rate of corporation tax in the UK of 19 %
(2024 - 19 %)

135,886

92,930

Effects of:

Expenses not deductible for tax purposes

19,773

2,634

Income not taxable for tax purposes

(238,453

)

(19

)

Utilisation of tax losses

(6,003

)

(3,419

)

R&D claims

(300,726

)

(162,083

)

Total tax credit

(389,523

)

(69,957

)

Tax effects relating to effects of other comprehensive income

2025

Gross

Tax

Net

£

Movements on other reserves

17

-

17

2024

Gross

Tax

Net

£

Movements on other reserves

(17

)

-

(17

)

8.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

9.	PRIOR YEAR ADJUSTMENT

The prior year adjustment relates to reflecting impairments to the value of the investments in subsidiaries. This has resulted in a reduction in retained earnings and fixed assets in the comparative period of £300,000 and a reduction in pre comparative retained earnings and fixed assets of £5,529,953.

10.	INTANGIBLE FIXED ASSETS

Group

Patents

and

Development

Computer

licences

costs

software

Totals

£

COST

At 1 July 2024

3,421

674,639

544,287

1,222,347

Additions

82,876

1,260,255

102,610

1,445,741

At 30 June 2025

86,297

1,934,894

646,897

2,668,088

AMORTISATION

At 1 July 2024

475

-

475

Amortisation for year

31,855

77,011

209,137

318,003

At 30 June 2025

32,330

77,011

209,137

318,478

NET BOOK VALUE

At 30 June 2025

53,967

1,857,883

437,760

2,349,610

At 30 June 2024

2,946

674,639

544,287

1,221,872

11.	TANGIBLE FIXED ASSETS

Group

Plant and

Fixtures

Computer

machinery

& fittings

equipment

Totals

£

COST

At 1 July 2024

855,023

235,029

28,334

1,118,386

Additions

6,825

587

10,957

18,369

At 30 June 2025

861,848

235,616

39,291

1,136,755

DEPRECIATION

At 1 July 2024

769,533

183,936

17,399

970,868

Charge for year

41,921

18,752

8,233

68,906

At 30 June 2025

811,454

202,688

25,632

1,039,774

NET BOOK VALUE

At 30 June 2025

50,394

32,928

13,659

96,981

At 30 June 2024

85,490

51,093

10,935

147,518

12.	FIXED ASSET INVESTMENTS

Group

Unlisted

investments

£

COST

At 1 July 2024

539,753

Disposals

(539,753

)

At 30 June 2025

-

NET BOOK VALUE

At 30 June 2025

-

At 30 June 2024

539,753

Company

Shares in

Interest

group

in joint

undertakings

venture

Totals

£

COST

At 1 July 2024

2,100,000

539,753

2,639,753

Disposals

-

(539,753

)

(539,753

)

Impairments

(500,000

)

-

(500,000

)

At 30 June 2025

1,600,000

-

1,600,000

NET BOOK VALUE

At 30 June 2025

1,600,000

-

1,600,000

At 30 June 2024

2,100,000

539,753

2,639,753

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiary

TelXL Limited

Registered office: England and Wales

Nature of business:

%

Class of shares:

holding

Ordinary

100.00

13.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2025

2024

2025

2024

as restated

£

Trade debtors

1,038,141

1,096,053

311,656

-

Amounts owed by group undertakings

-

1,171,651

122,651

Tax

60,438

38,807

-

Deferred tax asset

349,008

19,923

-

Prepayments

274,118

301,384

-

1,721,705

1,456,167

1,483,307

122,651

Deferred tax asset

Group

Company

2025

2024

2025

2024

as restated

£

Accelerated capital allowances

(20,521

)

(32,338

)

-

Tax losses

369,529

52,261

-

349,008

19,923

-

14.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2025

2024

2025

2024

as restated

£

Finance leases (see note 16)

5,275

5,084

-

Trade creditors

130,364

105,586

-

Social security and other taxes

106,274

99,358

-

VAT

43,281

158,361

-

Other creditors

34,335

35,616

-

Accruals and deferred income

131,156

79,476

10,998

5,999

450,685

483,481

10,998

5,999

15.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group

2025

2024

as restated

£

Finance leases (see note 16)

14,069

19,344

16.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group

Finance leases

2025

2024

as restated

£

Net obligations repayable:

Within one year

5,275

5,084

Between one and five years

14,069

19,344

24,428

Group

Non-cancellable

operating leases

2025

2024

as restated

£

Within one year

46,288

22,523

Between one and five years

201,983

22,518

In more than five years

4,208

-

252,479

45,041

17.	SECURED DEBTS

The following secured debts are included within creditors:

Group

2025

2024

as restated

£

Finance leases

19,344

24,428

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

18.	DEFERRED TAX

Group

£

Balance at 1 July 2024

(19,923

)

Credit to Income Statement during year

(329,085

)

Balance at 30 June 2025

(349,008

)

19.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

as restated

£

7,929,953

Ordinary shares

£1

7,929,953

974,665

A growth shares

0.01p

97

70

7,930,050

7,930,023

During the year 176,221 A growth shares were redistributed by the company, which were previously held in treasury. A further 93,560 A growth shares were issued for cash at par.

Ordinary shares

Each share has full voting rights and has the right to participate in and benefit from any of the income, profits, capital and surplus assets of the company.

A growth shares

Each share has full voting rights and has the right to participate in and benefit from any of the income, profits, capital and surplus assets of the company over and above a certain 'hurdle' figure.

20.

RESERVES

Group

Capital

Retained

redemption

Other

earnings

reserve

reserves

Totals

£

At 1 July 2024

2,751,599

65

(17

)

2,751,647

Prior year adjustment

(5,829,953

)

(5,829,953

)

(3,078,354

)

(3,078,306

)

Profit for the year

1,104,715

Cash share issue

-

17

At 30 June 2025

(1,973,639

)

65

-

(1,973,574

)

Company

Capital

Retained

redemption

Other

earnings

reserve

reserves

Totals

£

At 1 July 2024

2,009,244

65

(17

)

2,009,292

Prior year adjustment

(5,829,953

)

(5,829,953

)

(3,820,709

)

(3,820,661

)

Profit for the year

694,022

Cash share issue

-

17

At 30 June 2025

(3,126,687

)

65

-

(3,126,622

)

21.	PENSION COMMITMENTS

The group operates a defined contribution pension scheme. The scheme and its assets are held by independent managers. The pension charge represents contributions due from the company and amounted to £102,584 (2024 - £156,888). Included within creditors is a balance due to pension providers of £25,444 (2024 - £27,445), which represents amounts due to the funds.

22.	CONTROLLING INTERESTS

The company has no overall controlling party.