Company registration number 08789165 (England and Wales)
KALEYRA UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
KALEYRA UK LIMITED
COMPANY INFORMATION
Directors
Amit Mehrotra
(Appointed 22 May 2025)
Troy Reynolds
(Appointed 22 May 2025)
Company number
08789165
Registered office
Level 6
155 Bishopsgate
London
United Kingdom
EC2M 3TQ
Auditor
SPW (UK) LLP
Chartered Accountants & Statutory Auditor
Gable House
239 Regents Park Road
London
N3 3LF
KALEYRA UK LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Profit and loss account
6
Balance sheet
7
Notes to the financial statements
8 - 11
KALEYRA UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2026
- 1 -

The directors present their annual report and financial statements for the year ended 31 March 2026.

Principal activities

The principal activity of the company as per its object clause was the provision of cloud communications, messaging, telecommunications and related technology services, including data processing and hosting solutions. During the year, the company had no active operations.

Results and dividend

The results for the year are set out on page 6. The loss for the financial year after taxation amounted to £348,781 (2025: £1,037,458).

 

During the year, no dividend was declared and paid by the Company. The Board of Directors do not recommend payment of final dividend for the year.

Directors

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

Danilo Roncasaglia
(Resigned 23 May 2025)
Mauro Carobene
(Resigned 23 May 2025)
Amit Mehrotra
(Appointed 22 May 2025)
Troy Reynolds
(Appointed 22 May 2025)
Auditor

The auditor, SPW (UK) LLP, is deemed to be reappointed in accordance with section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

The directors are responsible 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 company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

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

Statement of disclosure to auditor

Directors of the Company are aware that as on date of this report, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

KALEYRA UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 2 -
Small companies' exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies regime under the Companies Act 2006.

On behalf of the board
Amit Mehrotra
Troy Reynolds
Director
Director
25 August 2026
25 August 2026
KALEYRA UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KALEYRA UK LIMITED
- 3 -
Opinion

We have audited the financial statements of Kaleyra UK Limited (the 'company') for the year ended 31 March 2026 which comprise the profit and loss account, the balance sheet 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).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter

We draw attention to Note 12 to the financial statements which explains that the company has ceased trading. Therefore, the directors do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in Note 12.

 

Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

KALEYRA UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KALEYRA UK LIMITED (CONTINUED)
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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's responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. The objectives of our audit, in respect to detecting irregularities including fraud, are;

 

The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (FRS102 and the Companies Act 2006), the relevant UK tax compliance regulations and Data Protection Regulation (GDPR).

 

We understood how the company complies with laws and regulations by making enquiries of management and those responsible for legal and compliance procedures. We made enquiries through our review of board minutes and internal controls process documentation and considered the results of our audit procedures. We obtained confirmation from the company that there have been no breaches of laws and regulations.

KALEYRA UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KALEYRA UK LIMITED (CONTINUED)
- 5 -

We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by meeting with management to discuss areas where we considered there was susceptibility to fraud. We considered the internal controls that the company has implemented to address any risks identified, or to prevent, deter and detect fraud, and how senior management monitor them.

 

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

 

 

The key audit areas identified at planning included intercompany balances, going concern and testing manual journals. We planned and designed our work to provide reasonable assurance that the financial statements were free from fraud or error. However due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected an irregularity or fraud that could result in a material misstatement in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards.

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.

Shirish Shah (Senior Statutory Auditor)
For and on behalf of SPW (UK) LLP
Chartered Accountants
Statutory Auditor
Gable House
239 Regents Park Road
London
N3 3LF
Date: 25 August 2026
2026-08-25
KALEYRA UK LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2026
- 6 -
2026
2025
Notes
£
£
Turnover
-
8,725,569
Cost of sales
-
0
(7,912,355)
Gross profit
-
813,214
Administrative expenses
(439,450)
(1,818,071)
Other operating income
28,622
577,785
Operating loss
(410,828)
(427,072)
Interest receivable and similar income
4
62,047
-
0
Interest payable and similar expenses
5
-
0
(610,386)
Loss before taxation
(348,781)
(1,037,458)
Tax on loss
-
0
-
0
Loss for the financial year
(348,781)
(1,037,458)

The profit and loss account has been prepared on the basis that all operations are discontinued.

 

There are no items of other comprehensive income for either the year or the prior year other than the profit for the year. Accordingly, no statement of other comprehensive income has been presented.

 

The notes on pages 8 to 11 form part of these financial statements.

KALEYRA UK LIMITED
BALANCE SHEET
AS AT 31 MARCH 2026
31 March 2026
- 7 -
2026
2025
Notes
£
£
£
£
Current assets
Debtors
6
853,557
102,782
Cash at bank and in hand
314,029
1,984,585
1,167,586
2,087,367
Creditors: amounts falling due within one year
7
(24,052)
(363,302)
Net current assets
1,143,534
1,724,065
Creditors: amounts falling due after more than one year
8
-
0
(231,750)
Net assets
1,143,534
1,492,315
Capital and reserves
Called up share capital
9
10
12,500,030
Share premium account
-
0
599,968
Profit and loss reserves
1,143,524
(11,607,683)
Total equity
1,143,534
1,492,315

The notes on pages 8 to 11 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 25 August 2026 and are signed on its behalf by:
Amit Mehrotra
Troy Reynolds
Director
Director
Company registration number 08789165 (England and Wales)
KALEYRA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
- 8 -
1
Accounting policies
Company information

Kaleyra UK Limited (the Company) is a private company limited by shares, incorporated and domiciled in England and Wales. The address of its registered office and principal place of business is Level 6, 155 Bishopsgate, London, United Kingdom, EC2M 3TQ.

 

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 £.

The company ceased trading on 1 February 2025 and is therefore not a going concern. The financial statements have been prepared on a break-up basis, under which assets and liabilities have been restated to their expected recoverable or settlement amounts. The principal accounting policies adopted are set out below.

1.2
Revenue

Revenue is represented by the provision of mobile content and messaging solutions net of Value Added Tax. Revenue is recognised over the period of the arrangement based on contracted fee schedule or based on usage.

1.3
Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

 

1.4
Foreign exchange
Functional and presentation currency
The company's functional and presentational currency is Sterling (£).
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the
transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.
KALEYRA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 9 -
1.5
Operating leases: the company as lessee

 

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 

1.6

Finance costs

 

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

1.7

Share capital

 

Ordinary shares are classified as equity.

2
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.

3
Employees

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

2026
2025
Number
Number
Total
0
10
4
Interest receivable and similar income
2026
2025
£
£
Interest receivable and similar income includes the following:
Interest receivable from group companies
62,047
-
0
5
Interest payable and similar expenses
2026
2025
£
£
Interest payable and similar expenses includes the following:
Interest payable to group undertakings
-
0
610,139
KALEYRA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 10 -
6
Debtors
2026
2025
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
853,557
102,782
7
Creditors: amounts falling due within one year
2026
2025
£
£
Trade creditors
52
113,985
Amounts owed to group undertakings
-
0
95,682
Taxation and social security
-
0
87,452
Other creditors
24,000
66,183
24,052
363,302
8
Creditors: amounts falling due after more than one year
2026
2025
£
£
Amounts owed to group undertakings
-
0
231,750
9
Called up share capital
2026
2025
£
£
Issued and fully paid
As at 1 April 2025: 1,250,003,000 ordinary shares of £0.01 each
12,500,030
12,500,030
Share reduction and cancellation: 1,250,002,000 ordinary shares of £0.01 each
(12,500,020)
-
0
As at 31 March 2026: 1,000 ordinary shares of £0.01 each
10
12,500,030

On November 20, 2025, the Board approved a reduction of its issued share capital from 1,250,002,000 ordinary shares of £0.01 each to £10, represented by 1,000 shares of £0.01 each. As a result, £12,500,020 was credited to distributable reserves. Additionally, the Company's share premium account was cancelled and £599,968.35 was credited to distributable reserves.

10
Related party transactions

The company has taken advantage of the exemption per FRS 102 from disclosing transactions with other wholly owned group members.

 

As the company has applied Section 1A of FRS 102, it is only required to disclose material related party transactions that were not concluded under normal market conditions. There were no such transactions requiring disclosure in the current financial year.

KALEYRA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 11 -
11
Parent company

At the balance sheet date, the company's immediate parent undertaking was Tata Communications (UK) Limited and the parent undertaking of the smallest group that prepares consolidated financials statements, in which the Company is included, is Tata Communications Limited, a public limited company traded on the Stock Exchanges in India. The registered office of Tata Communications Limited is located at VSB, Mahatma Gandhi Road, Fort, Mumbai 400 001, Maharashtra, India.

12
Going concern

The Company is not a going concern since it ceased trading on 1 February 2025, the financial statements have therefore been prepared on a break-up basis.

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