The directors present the strategic report for the 18 month period ended 31 December 2025.
TXO Delta Bidco Limited is an intermediate holding company within the TXO Group corporate structure. It does not trade with external customers.
During the period, the business continued to develop following its establishment in 2023 and prior acquisitions of TXO Systems Limited, Lynx UK Limited and Teqport Services GmbH. In the current period, the business indirectly acquired AirWay Group LLC ("AirWay") on 28 March 2025. During the period, Teqport Services GmbH and Teqport Holdco GmbH changed their names to TXO GmbH and TXO Holdco GmbH respectively.
The business group operates in a competitive market and manages its leading position by focusing on the quality of its service and product offering, driven by long term product sourcing arrangements.
The group has shown significant growth and success in preceding years supported by and experienced staff and excellent relationships with its blue chip customer base. In addition the directors seek to control margins and overheads across the business to maintain profitability.
The group's activities expose it to a number of financial risks including price risk, credit risk, cash flow risk and liquidity risk.
Cash flow risk
The group's activities expose it to the financial risks of changes in foreign currency exchange rates. The group has a reasonable degree of natural hedging between foreign monetary assets and liabilities, including the loans secured to support the acquisitions being partly denominated in foreign currencies. Furthermore, the group uses forward contracts to further mitigate the impact of foreign currency impacts.
Credit Risk
The group's principal financial assets are cash, and trade and other receivables.
The group's credit risk is primarily attributed to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables.
The group has no significant concentration of credit risk, with exposure spread over a large number of counterparties, customers and geographies.
Liquidity risk
In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the group uses a mixture of long term equity and short term debt finance.
As an intermediate holding company it is not subject to individual performance or benchmarking. Equally no key performance indicators are operated at this level.
The directors expect to see further organic growth in the 2026 trading year alongside continued international expansion, an expansion of the group’s service capability and a further acquisition.
The business is an intermediate holding company. The group monitors financial performance including turnover growth, revenue line and geographic performance, margin and EBITDA (Earnings before interest, taxation, depreciation and amortisation) performance against both budget and past performance.
The business has performed broadly in line with expectations with strong turnover and profit growth with the addition of its new acquisition during the year. The business also has extensive monitoring of safety and quality measures as well as environmental and social governance metrics.
Section 172 of the Companies Act 2006 requires that directors of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
The likely consequences of any decision in the long term
The interests of the company’s employees
The need to foster the company’s business relationships with suppliers, customers and others
The impact of the company’s operations on the community and the environment
The desirability of the company maintaining a reputation for high standards of business conduct
The need to act fairly as between members of the company
The directors recognise their responsibilities under the Act and are satisfied they have met their duties regarding these matters.
Our People
In enabling the group to deliver on its aim, the directors acknowledge the importance of recognising the roles that employees play in the success of the group through skill, experience and commitment. Their wellbeing is a priority of the directors in the strategic planning for the future development of the group.
The group encourages all employees to embrace continuous learning of new concepts, skills and behaviours. All employees are provided access to an employee development programme in addition to formal training programmes which are relevant to their roles.
The directors are delighted that the group has ISO 45001 certification, highlighting our commitment to Occupational Health and Safety. We have also been awarded accreditation from Alcumus SafeContractor for achieving excellence in health and safety in the workplace. Alcumus SafeContractor is a leading third party accreditation scheme which recognises extremely rigorous standards in health and safety management amongst contractors.
Community and Environment
We are proud to be a circular economy group. Through our products and services, we greatly extend the lifetime of telecommunications equipment and help companies to address their sustainability goals. Whether to mitigate risk, create new opportunities, reduce operating costs or improve brand reputation, we help companies address their sustainability goals and take control of their resources in a way that creates value and helps the environment.
The directors are pleased that TXO is officially part of the Ellen MacArthur Foundation community, a leading authority on the circular economy.
The directors are also mindful of the impact the group operations may have upon the community environment and incorporate various activities and charitable donations into the strategy the group has, in order to maintain good community relations.
Business Relationships
The group’s aim to be the “world’s local partner for sustainable communication networks” is attained by the directors’ continued decision making on the basis of medium- and long-term strategy, to ensure the group can provide high quality used telecommunications equipment and related services to our customers across the globe.
The directors acknowledge the importance of the group's customers to the continued success of the group and place great emphasis on customer experience whilst doing business with the group, in determining key operational decisions to be made.
Trusted and valued supplier relationships are paramount to ensuring high quality product can be obtained on terms that can satisfy customer demand and the directors are ever-mindful of the need to maintain and enhance good supplier relations in the strategy they deliver for the group. We value all our suppliers with whom we have multi-year relationships and agreements.
Business conduct
As noted above, the group invests heavily in maintaining strong customer and supplier relationships but the directors also recognise the need to ensure the group conducts its business to the highest standard and meets all regulatory and legal requirements. The directors have established appropriate legal, finance and operational teams to ensure that such matters are met.
On behalf of the board
The directors present their annual report and financial statements for the 18 month period ended 31 December 2025.
The results for the 18 month period are set out on page 10. A fair review of business is set out in the Strategic Report on page 1.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the 18 month period and up to the date of signature of the financial statements were as follows:
The auditor, UHY Hacker Young, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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 of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of TXO Delta Bidco Limited (the 'company') for the 18 month period ended 31 December 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial 18 month period for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our approach to identifying and assessing the risks of material misstatements in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the relevant sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006;
we assessed the extent of compliance with laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company's financial statements to material misstatements, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from the financial statements, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
TXO Delta Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 3, Severn Cross Distribution Park, Newhouse Farm Industrial Estate, Chepstow, Monmouthshire, NP16 6UP.
The company changed its year end to December during the period. The current reporting period is from 1 July 2024 to 31 December 2025, an 18 month period. The prior reporting period is from 9 March 2023 to 30 June 2024.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of TXO Delta Midco Limited. These consolidated financial statements are available from its registered office, Unit 3, Severn Cross Distribution Park, Newhouse Farm Industrial Estate, Chepstow, Monmouthshire, NP16 6UP.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
As set out in the notes to these financial statements (note 12) the company invested in a number of subsidiaries during the year which created significant cost of investment in the company's balance sheet.
The directors consider whether investments is impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the recoverable value of the cash generating units (CGUs). This requires the estimation of the future cash flows of the CGUs and also selection of an appropriate discount rate in order to calculate the net present value of those cash flows. This involves significant judgement and estimation.
The company made a loss before tax for the 18 month period of £7,387,254 (2024 £4,363,555).
Having completed the acquisition of the AirWay Group during the period, the group is still in the growth phase; group management expect results to improve as the global strategy is rolled out and synergistic benefits materialise.
At 31 December 2025 the company has net current assets of £4,606,053 (30 June 2024: net liabilities of£7,718,369); Net assets were £102,006,662 (30 June 2024: £86,121,448).
The directors have considered the group's cash flow forecasts, working capital projections, covenant compliance and EBITDA forecasts in assessing the company's ability to continue operating as a going concern. Taking into account reasonable changes in trading performance and stress-testing the forecast outcomes, the directors are confident that the company and the group will continue to operate within the limits of their available facilities for at least 12 months from the date of approval of these financial statements. Accordingly, the directors consider that the going concern basis of accounting is appropriate in the preparation of these financial statements.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The company has approximately £3.2 million of tax losses carried forward. A deferred tax asset has not been recognised because there is currently insufficient certainty on the reversal of the asset.
The average monthly number of persons (including directors) employed by the company during the 18 month period was:
Their aggregate remuneration comprised:
The actual charge for the 18 month period can be reconciled to the expected credit for the 18 month period based on the profit or loss and the standard rate of tax as follows:
The company has approximately £3.2 million of tax losses carried forward. A deferred tax asset has not been recognised because there is currently insufficient certainty on the reversal of the asset.
During the period, the company subscribed for shares in TXO Systems Limited in order to facilitate the group's acquisition of AirWay Group LLC.
Details of the company's subsidiaries at 31 December 2025 are as follows:
TXO Systems KK is currently in liquidation.
The registered office of TXO HoldCo GmbH is Merscheider Str.3, 42699 Sonlingen, Germany.
The registered office of TXO GmbH is Merscheider Str.3, 42699 Sonlingen, Germany.
The registered office of Lynx UK Limited is Unit 4, Sopwith Park, Royce Close, Andover, SP10 3TS.
The registered office of TXO Systems Limited is Unit 3 Severn Cross Distribution Park, Newhouse Farm Industrial Estate, Chepstow, Monmouthshire, NP16 6UP.
The registered office of MMX Communications Services Limited is Unit 100 Solar Park Highlands Road, Shirley, Solihull, West Midlands, B90 4SH.
The registered office of TXO Systems Inc is 2350 Litton Lane, Suite 200, Hebron, KY410048, United States of America.
The registered office of TXO Systems Limitada is Rua Joao Guilherme 503, Taroba, CNPJ:18.276.508/000182, Londrina, Parana 86042-290, Brazil.
The registered office of TXO Systems Pty is 95 Pitt Street, Sydney, NSW 2000.
The registered office of TXO Systems SAS is Rue Marie Sklodowska Curie, 95150 Taverny, France.
The registered office of TXO Systems AB is Skjulstagatan 10, 632 29, Eskilstuna, Sweden.
The registered office of Systems KK is 26-1 Sakuragaokacho, Shibuya-ku, Tokyo, Japan.
The registered office of AirWay Group LLC, AirWay Technologies LLC, AirWay Solutions LLC and Mobile Network Supply LLC is 2350 Litton Lane, Suite 200, Hebron, KY410048, United States of America.
The bank loans relate to finance received by the company to assist with the acquisitions of TXO Systems Limited, Lynx UK Limited and TXO GmbH.
The company was advanced £27,500,000 on 20 June 2023, a further £9,000,000 on 12 December 2023 and another $6,436,710 on 12 December 2023.
During the current period, the company was advanced a further $9,742,070, $1,520,000 and £1,826,074 all on 27 March 2025 and a further £3,000,000 on 7 July 2025.
The interest rates on the loans are:
GBP denominated debt: Fluctuating SONIA rate + margin of 5.75%
USD denominated debt: Fluctuating SOFR rate + margin of 5.50%.
The balance outstanding at 31 December 2025 is net of unamortised finance costs of £1,414,238 including arrangement fees and related professional fees. The finance fees are being amortised over 5 years from the initial drawdown, in line with the term of the loans. The amortisation charge relating to finance fees was £573,865.
No capital repayments on the loans are due to be paid until June 2026.
The loans are secured against the assets of the group.
See note 14 for details of borrowings.
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
During the period, the company issued two 1p Ordinary shares for consideration of £7,380,533 for the first share and £15,891,935 for the second share.
The company has taken advantage of the exemption, under the terms of FRS102 section 33.1A, not to disclose related party transactions with wholly owned subsidiaries within the group.
At the period end, the company was owed £481,007 (2024: 86,172) by its intermediate parent company. The amount is included within debtors.
At the period end, the company owed £25,000 (2024: £25,000) to its immediate parent company. The amount is included within creditors. Also the company was owed £680 (2024: £nil) by its immediate parent company. The amount is included within debtors.
At the period end, the company was owed £23,587,432 (2024: £8,463,189) by its subsidiary companies. The amount is included within debtors.
Also at the period end, the company owed £19,004,273 (2024: £12,894,579) to its subsidiary companies. The amount is included within creditors amounts falling due within one year.