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Company registration number: 5643503







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2021


ARROW BUSINESS COMMUNICATIONS LIMITED






































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ARROW BUSINESS COMMUNICATIONS LIMITED
 


 
COMPANY INFORMATION


Directors
Mr C J Russell 
Mrs T Tribe 
Mr R E Burke 
Mr J D Harber 
Mr S J Wort 
Mr D A Lee (appointed 4 January 2021)
Mr J R Briscoe (appointed 6 October 2021)




Registered number
5643503



Registered office
1st Floor, The Wharf
Abbey Mill Business Park

Godalming

Surrey

GU7 2QN




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Lynton House

7-12 Tavistock Square

London

WC1H 9LT




Bankers
Lloyds Bank plc
25 Gresham Street

London

EC2V 7HN





 


ARROW BUSINESS COMMUNICATIONS LIMITED
 



CONTENTS



Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditors' report
6 - 9
Statement of comprehensive income
10
Statement of financial position
11 - 12
Statement of changes in equity
13
Notes to the financial statements
14 - 27


 


ARROW BUSINESS COMMUNICATIONS LIMITED
 


 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021

Business review
 
The principal activity of the Company, and the Group to which it is a part of, during the year was as a reseller of Mobile, Fixed line and Cloud Telephony, Networking Systems and Services, Cyber Security, Information Technology, Energy and other Business Services to the Public Sector, Corporate SME and Larger Enterprise customers throughout the UK.
The results of the Company show sales of £29.5m. The Company has net liabilities of £4.5m, including £3.1m of cash in hand. The net liabilities arise due to amortisation on the goodwill recorded on acquisitions and the interest charges due to the Group’s funding structure. The reported results include loan interest of £0.7m due for bank loans and loan notes issued, and £4.4m of amortisation of goodwill in respect of the acquisitions undertaken. 
In line with the Company's buy and build acquisition strategy, five business acquisitions were completed in the period.
On 25 February 2021, the company incorporated a new company called Arrow Business Communications PS Limited for the purpose of acquiring three businesses into its Group of companies. 
On 2 March 2021, Arrow Business Communications PS Limited acquired 100% of the equity of Complete Networks Limited. This business provides Network Services and IT Solutions to Public Sector and Enterprise customers across the UK.
On 26 April 2021, Arrow Business Communications PS Limited acquired 100% of the equity of UK-tec Limited. This business provides Network Services to Public Sector and Enterprise customers across the UK.
On 31 August 2021, Arrow Business Communications PS Limited acquired 100% of the equity of Aimes Management Services Limited. This business provides Cloud Services, Network Services and IT Solutions to Public Sector and Enterprise customers across the UK.
On 18 September 2021, the Company acquired 100% of the equity of Pescado Holdings Limited which is the holding company for Pescado Limited, Pescado Hosting Limited, Pescado IT Limited and 3b Limited. This Group of businesses provides Mobile and Hosted Telephony and IT Services to Corporate SME and Enterprise customers across the UK.
On 26 October 2021, the Company acquired 100% of the equity of Circle IT Limited which holds 100% of the equity of Fabric IT Limited. This Group of businesses provides complex and high value IT, Products, Services and Solutions to Public Sector and Enterprise customers across the UK.

Subsequent events

There are no material subsequent events.

Page 1

 


ARROW BUSINESS COMMUNICATIONS LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021

Principal risks and uncertainties
 
The management of the business and the execution of the Group’s strategy are subject to several risks. The process of risk acceptance and risk management is addressed through a framework of policies, procedures and internal control. Compliance with regulation, legal and ethical standards is a high priority for the Group. The CFO and the finance team take an important oversight role in this regard.
The key business risks and uncertainties affecting the Group are considered to relate to macro-economic conditions, risk of non-payment by customers, integration of acquired businesses, and Ofcom regulation changes. These are managed by strong credit control and vetting procedures, a robust commercial approval process for new contracts and re-signs, and a portfolio approach to our product set. All underpinned by the stability provided by long term customer contracts.
In 2021, the Group continued to experience some expected adverse financial impact from the Covid-19 pandemic and the subsequent lockdowns enforced by the UK Government. The Group sales and results were not affected by Brexit, because we are largely a domestic-based business. However, we were affected by equipment shortages associated with the global shortage of silicon chips. This has caused some delay in delivering solutions to customers. However, apart from some timing differences that were managed, the financial impact has been modest.
Actions taken in 2020 to stabilise the business meant the impact of lower variable usage and temporary project delays (due to being unable to access client sites) was minimal in 2021. The directors have continued to focus on securing complementary strategic acquisitions as part of a buy-and-build strategy. In most respects this has protected the profitability and cash flow for the Group.

Key performance indicators
 
The Company’s main key performance indicator is earnings before interest, tax, depreciation, and amortisation (EBITDA). The Company achieved an EBITDA of £2.2m. 

Financial instruments

The principal financial instruments of the Company comprise of bank balances, trade debtors and trade creditors.
Working capital requirements are met principally out of trade debtors and trade creditors which arise directly from the Company’s normal operations. The Company’s banking facilities are utilised to fund acquisitions and will be repaid out of operating cash flow. The Company’s finance facilities are held in sterling and the Company does not enter any hedging arrangements.
Trade debtors are managed in respect of credit and there is a policy to minimise any risk by assessing new customer’s credit risk and monitoring existing customer’s creditworthiness. At the balance sheet date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet.
Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due. Cash flow is closely monitored as part of day to day control procedures and the directors review cash flow projections on a weekly basis and ensure appropriate facilities are available to be drawn upon, as necessary.

Page 2

 


ARROW BUSINESS COMMUNICATIONS LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021

Directors' statement of compliance with duty to promote the success of the Company
 

The directors have complied with the requirements of s172 of the Companies Act 2006. 
The overarching Values and Commitment Strategy within Arrow is to develop a long-term, sustainable business. One that delivers value for all its stakeholders, including employees, clients, suppliers, business partners and the wider community. By managing the business responsibly, the directors intend to support the creation of a financially stable organisation and deliver value for all stakeholders. 
The Arrow Group is owned by its management team and employees, together with investment partner, MML. As noted elsewhere in this report, all employees are regularly consulted with and fully understand the business’s immediate and future strategic direction, as well as the current trading performance. This ownership model and consultative approach fosters a strong culture and high levels of employee satisfaction and retention, while also ensuring all employees are treated fairly and consistently. There is also a dedicated Employee Engagement team that focuses on continuously improving this key area within the business. 
Customer relationships are the heartbeat of the business, with customer retention being a key performance indicator. Monthly Net Promoter Score surveys provide valuable feedback on customer satisfaction and engagement within Arrow. Achieving high levels of service excellence is a core element of the Company’s philosophy. Many experienced customer account managers are employed to ensure customers are well supported with high levels of service excellence.
Given that Arrow is a business using global suppliers, the directors fully acknowledge a duty to trade responsibly. Arrow has an Ofcom approved Code of Practice, is a member of the approved dispute resolutions scheme OTELO, and holds network accreditations with several of the industry’s leading network operators. Business is conducted in line with Arrow’s Code of Conduct and several other internal policies and procedures. These are all designed to ensure the Group maintains the highest possible reputation for standards of conduct. The Group also has a dedicated commercial team. They are responsible for maintaining regular engagement with suppliers, ensuring they‘re kept informed of the Group’s performance and strategic objectives – in both the short-term and longer-term. 
The Group has a Corporate Social Responsibility Policy to ensure the interests of all stakeholders, including those based in the wider community, are acknowledged and protected. Arrow is committed to identifying, managing, and minimising the environmental impact of business operations. Arrow maintains an Environmental Policy to manage this, and to ensure compliance with all applicable environmental legislation, and to strive to use pollution prevention and environmental best practices in all areas. With regards to impact on the community, Arrow engages with the local areas in which it works, is committed to making a positive social and economic impact , while understanding and managing any negative impacts of its business operations. In addition, the Group seeks to make a positive social contribution through the services we provide to clients. Programmes are in place to support employee volunteering and fundraising, as well as local community and charity support.


This report was approved by the board and signed on its behalf.



Mr R E Burke
Director

Date: 13 September 2022

Page 3

 


ARROW BUSINESS COMMUNICATIONS LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021

The Directors present their report and the financial statements for the year ended 31 December 2021.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements 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;

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The loss for the year, after taxation, amounted to £2,156,037 (2020 - loss £1,966,437).

The directors have not recommended payment of dividends.

Directors

The Directors who served during the year were:

Mr C J Russell 
Mrs T Tribe 
Mr R E Burke 
Mr J D Harber 
Mr S J Wort 
Mr D A Lee (appointed 4 January 2021)
Mr J R Briscoe (appointed 6 October 2021)

Future developments

In 2022, the Directors are to focus on the integration of the recently acquired subsidiaries so as to simplify the corporate
structure via corporate hiving-up of the assets and liabilities in advance of commencing strike-off proceedings for these
legal entities.

Page 4

 


ARROW BUSINESS COMMUNICATIONS LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as it is disclosed within the reporting of its ultimate parent company.

Matters covered in the Strategic report

The Company has chosen in accordance with Section 414C(II) of the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 to set out within the Company’s Strategic Report, the information required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review, details of the principal risks and uncertainties, subsequent events and the company's approach to compliance with Section 172(1) of the Companies Act 2006.

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditorsMenzies LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





Mr R E Burke
Director

Date: 13 September 2022

Page 5

 


ARROW BUSINESS COMMUNICATIONS LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ARROW BUSINESS COMMUNICATIONS LIMITED

Opinion


We have audited the financial statements of Arrow Business Communications Limited (the 'Company') for the year ended 31 December 2021, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 Company's affairs as at 31 December 2021 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' 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 United Kingdom, including the Financial Reporting Council'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 Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' 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.


Page 6

 


ARROW BUSINESS COMMUNICATIONS LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ARROW BUSINESS COMMUNICATIONS LIMITED (CONTINUED)

Opinion 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 Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


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 Strategic report or 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:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, 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.


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 an Auditors' 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:




 
Page 7

 


ARROW BUSINESS COMMUNICATIONS LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ARROW BUSINESS COMMUNICATIONS LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements (continued)

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant: 

The Companies Act 2006;
Financial Reporting Standard 102;
UK employment legislation;
UK health and safety legislation;
General Data Protection Regulations; 
UK tax legislation; and,
OFCOM

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. 

We understood how the Company is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures and the company secretary.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area

We assessed the susceptibility of the Company financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

Identifying and assessing the measures management has in place to prevent and detect fraud;
Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; 
Challenging assumptions and judgments made by management in its significant accounting estimates; and 
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:

The use of management override of controls to manipulate results, or to cause the Group to enter into transactions not in its best interests; or
Posting of unusual journals and complex transactions.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greater regarding irregularities occurring 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 Auditors' report.


Page 8

 


ARROW BUSINESS COMMUNICATIONS LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ARROW BUSINESS COMMUNICATIONS LIMITED (CONTINUED)

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 2006Our 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 Auditors' 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.





Robin Hopkins FCA (Senior statutory auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
Lynton House
7-12 Tavistock Square
London
WC1H 9LT

13 September 2022
Page 9

 


ARROW BUSINESS COMMUNICATIONS LIMITED
 


 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021

2021
2020
Note
£
£

  

Turnover
 4 
29,522,210
29,038,053

Cost of sales
  
(17,045,433)
(16,743,477)

Gross profit
  
12,476,777
12,294,576

Administrative expenses
  
(14,859,913)
(13,747,465)

Other operating income
 5 
-
277,996

Operating loss
 6 
(2,383,136)
(1,174,893)

Income from shares in group undertakings
  
-
273,639

Interest receivable and similar income
 10 
653,539
-

Interest payable and similar expenses
 11 
-
(477,204)

Loss before tax
  
(1,729,597)
(1,378,458)

Tax on loss
 12 
(426,440)
(587,979)

Loss for the financial year
  
(2,156,037)
(1,966,437)

There was no other comprehensive income for 2021 (2020:£NIL).

The notes on pages 14 to 27 form part of these financial statements.

Page 10

 


ARROW BUSINESS COMMUNICATIONS LIMITED
REGISTERED NUMBER:5643503



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021

2021
2020
Note
£
£

Fixed assets
  

Intangible assets
 13 
8,149,795
12,539,358

Tangible assets
 14 
348,157
390,867

Investments
 15 
99,004,620
33,342,072

  
107,502,572
46,272,297

Current assets
  

Stocks
 16 
250,702
176,352

Debtors: amounts falling due within one year
 17 
20,372,069
6,657,114

Cash at bank and in hand
 18 
3,073,426
2,489,508

  
23,696,197
9,322,974

Creditors: amounts falling due within one year
 19 
(135,699,492)
(57,948,766)

Net current liabilities
  
 
 
(112,003,295)
 
 
(48,625,792)

Total assets less current liabilities
  
(4,500,723)
(2,353,495)

Provisions for liabilities
  

Deferred tax
 20 
(35,491)
(26,682)

  
 
 
(35,491)
 
 
(26,682)

Net liabilities
  
(4,536,214)
(2,380,177)


Capital and reserves
  

Called up share capital 
 21 
9,082
9,082

Share premium account
 22 
559,285
559,285

Capital redemption reserve
 22 
127,054
127,054

Profit and loss account
 22 
(5,231,635)
(3,075,598)

  
(4,536,214)
(2,380,177)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




Mr D A Lee
Director
Date: 13 September 2022

The notes on pages 14 to 27 form part of these financial statements.
Page 11

 


ARROW BUSINESS COMMUNICATIONS LIMITED
REGISTERED NUMBER:5643503


    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2021


Page 12

 


ARROW BUSINESS COMMUNICATIONS LIMITED
 



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2020
9,082
559,285
127,054
(689,631)
5,790



Loss for the year
-
-
-
(1,966,437)
(1,966,437)

Goodwill adjustment
-
-
-
(419,530)
(419,530)
Total comprehensive income for the year
-
-
-
(2,385,967)
(2,385,967)



At 1 January 2021
9,082
559,285
127,054
(3,075,598)
(2,380,177)



Loss for the year
-
-
-
(2,156,037)
(2,156,037)
Total comprehensive income for the year
-
-
-
(2,156,037)
(2,156,037)


At 31 December 2021
9,082
559,285
127,054
(5,231,635)
(4,536,214)


The notes on pages 14 to 27 form part of these financial statements.

Page 13

 


ARROW BUSINESS COMMUNICATIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

1.


General information

Arrow Business Communications Limited is a private company, limited by shares, incorporated in the England and Wales under the Companies Act 2006. The address of the registered office is given on the Company Information page, which is also the principal trading address. The principal activities of the company and the nature of its operations are set out in the Strategic Report.
The financial statements are prepared in Pound Sterling, which is the functional currency of the entity.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Arrow Communications Holdings Limited as at 31 December 2021 and these financial statements may be obtained from Companies House.

 
2.3

Going concern

The losses for the year arise as a result of the amortisation of goodwill as set out in note 13, directly as a result of the accelerated acquisition programme. The Company, and the group below it, is cash generative on an operating basis and the detailed forecasts prepared by the directors confirm that it is expected to remain so over the forthcoming years.
At the end of the year, the group in which the Company is a part of had unused bank facilities and together with ongoing discussions with the group's bankers to fund future acquisitions, the directors are confident that obligations can be met as they fall due. Therefore the financial statements have been prepared on a going concern basis.

Page 14

 


ARROW BUSINESS COMMUNICATIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

 
2.4

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Revenue from one off sale of goods is recognised when the risks and rewards of ownership have been passed to the customer, being once they have been delivered. 
Where revenue from services is part of a fixed length contract, the revenue is spread evenly across the length of the contract, along with any associated costs which have been incurred in securing the contract.

 
2.6

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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Government grants

Grants of a revenue nature are recognised in the Statement of comprehensive income in the same period as the related expenditure.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

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.

 
2.10

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

Page 15

 


ARROW BUSINESS COMMUNICATIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of comprehensive income over its useful economic life.
All intangible assets are considered to have a finite useful life. 

 The estimated useful lives range as follows:

Goodwill
-
5-20 years

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 16

 


ARROW BUSINESS COMMUNICATIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)


2.13
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
2-5 years
Computer equipment
-
1-5 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.16

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Page 17

 


ARROW BUSINESS COMMUNICATIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the accounts in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accounts and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. The key estimates and assumptions used in these accounts are set out below.
Goodwill amortisation
The period in which the goodwill of acquired trade and assets is considered to be a significant judgement, considering it is such a material charge in the year. The directors have reviewed their consideration of the life in which the goodwill is valued, being five years for all acquisitions since 2016 and 20 years for goodwill prior to this date, is adequate. 
Impairment
Goodwill and investments are tested annually for impairment. Management have established that the key determinant of future value is retention of customers and are satisfied that the underlying assumptions regarding customer retention used in the setting of the useful life of goodwill and that investments have not required impairment, are not unreasonable.


4.


Turnover

An analysis of turnover by class of business is as follows:


2021
2020
£
£

Collaboration
22,100,276
22,685,782

Connectivity
5,655,330
5,136,181

Cloud & Infrastructure
1,766,604
1,216,090

29,522,210
29,038,053


All turnover arose within the United Kingdom.


5.


Other operating income

2021
2020
£
£

Government grants receivable
-
277,996

-
277,996


The above grant income relates to claims in relation to the Coronavirus Job Retention Scheme.

Page 18

 


ARROW BUSINESS COMMUNICATIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

6.


Operating loss

The operating loss is stated after charging:

2021
2020
£
£

Other operating lease rentals
367,430
400,641

Depreciation
204,709
295,978

Amortisation
4,389,563
4,160,455


7.


Auditors' remuneration

2021
2020
£
£


Fees payable to the Company's auditor for the audit of the Company's annual financial statements
26,300
25,050


The Company has taken advantage of the exemption not to disclose amounts paid for non audit services as these are disclosed in the group accounts of the parent Company.


8.


Employees

Staff costs, including Directors' remuneration, were as follows:


2021
2020
£
£

Wages and salaries
6,912,093
6,027,617

Social security costs
712,609
637,690

Cost of defined contribution scheme
276,850
535,334

7,901,552
7,200,641


The average monthly number of employees, including the Directors, during the year was as follows:


        2021
        2020
            No.
            No.







Sales, Marketing & Customer Service
70
66



Finance and Administration
34
18



Engineering, Technical and Operations
62
82

166
166

Page 19

 


ARROW BUSINESS COMMUNICATIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

9.


Directors' remuneration

2021
2020
£
£

Directors' emoluments
738,846
543,953

Company contributions to defined contribution pension schemes
75,129
64,666

813,975
608,619


During the year retirement benefits were accruing to 7 Directors (2020 - 6) in respect of defined contribution pension schemes.

The highest paid Director received remuneration of £158,777 (2020 - £146,391).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £16,500 (2020 - £15,125).


10.


Interest receivable

2021
2020
£
£


Interest receivable from group companies
653,539
-

653,539
-


11.


Interest payable and similar expenses

2021
2020
£
£


Bank interest payable
-
113,073

Other interest payable
-
364,131

-
477,204

Page 20

 


ARROW BUSINESS COMMUNICATIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

12.


Taxation


2021
2020
£
£

Corporation tax


Current tax on profits for the year
521,449
458,022

Adjustments in respect of previous periods
(103,818)
151,570


417,631
609,592


Total current tax
417,631
609,592

Deferred tax


Origination and reversal of timing differences
8,809
(21,613)

Total deferred tax
8,809
(21,613)


Taxation on profit on ordinary activities
426,440
587,979

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2020 - higher than) the standard rate of corporation tax in the UK of 19% (2020 - 19%). The differences are explained below:

2021
2020
£
£


Loss on ordinary activities before tax
(1,729,597)
(1,378,458)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2020 - 19%)
(328,623)
(261,907)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
834,016
790,606

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
13,207
19,009

Capital allowances for year in excess of depreciation
3,140
8,813

Adjustments to tax charge in respect of prior periods
(103,818)
151,570

Non-taxable income
-
(51,991)

Changes to the tax rate in relation to deferred tax
8,518
-

Group relief
-
(68,121)

Total tax charge for the year
426,440
587,979

Page 21

 


ARROW BUSINESS COMMUNICATIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
 
12.Taxation (continued)


Factors that may affect future tax charges

Changes to the UK corporation tax rates were substantively enacted as part of Finance Bill 2021 on 10 June 2021. These include increment of the rate of corporation tax to 25 percent from 19 percent from April 2023.


13.


Intangible assets




Goodwill

£



Cost


At 1 January 2021
32,843,705



At 31 December 2021

32,843,705



Amortisation


At 1 January 2021
20,304,347


Charge for the year on owned assets
4,389,563



At 31 December 2021

24,693,910



Net book value



At 31 December 2021
8,149,795



At 31 December 2020
12,539,358



Page 22

 


ARROW BUSINESS COMMUNICATIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

14.


Tangible fixed assets





Fixtures and fittings
Computer equipment
Total

£
£
£



Cost or valuation


At 1 January 2021
1,102,115
979,367
2,081,482


Additions
5,162
156,837
161,999



At 31 December 2021

1,107,277
1,136,204
2,243,481



Depreciation


At 1 January 2021
823,969
866,646
1,690,615


Charge for the year on owned assets
115,756
88,953
204,709



At 31 December 2021

939,725
955,599
1,895,324



Net book value



At 31 December 2021
167,552
180,605
348,157



At 31 December 2020
278,146
112,721
390,867


15.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2021
33,342,072


Additions
65,662,548



At 31 December 2021
99,004,620




Page 23

 


ARROW BUSINESS COMMUNICATIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Arrow Business Communications (Scotland) Limited
(*Scotland)
Ordinary
100%
Pulse Business Energy Limited
(*England)
Ordinary
100%
Siebert Telecom Solutions Limited
(*Scotland)
Ordinary
100%
Abica Limited
(*Scotland)
Ordinary
100%
Arrow Business Communications Trustee Limited
(*England)
Ordinary
100%
Between the Lines Communications Limited
(*England)
Ordinary
100%
Runkerry Investments Limited
(*Scotland)
Ordinary
100%
Click Networks Limited (*)
(*Scotland)
Ordinary
100%
Altinet Limited
(*England)
Ordinary
100%
Pescado Holdings Limited
(*Scotland)
Ordinary
100%
Pescado Ltd (*)
(*England)
Ordinary
100%
Pescado Hosted Limited (*)
(*England)
Ordinary
100%
Pescado IT Limited (*)
(*England)
Ordinary
100%
3B Direct Limited (*)
(*England)
Ordinary
100%
Circle IT Solutions Limited
(*England)
Ordinary
100%
Fabric IT Ltd (*)
(*England)
Ordinary
100%
Arrow Business Communications PS Limited
(*England)
Ordinary
100%
Complete Networks Limited (*)
(*England)
Ordinary
100%
Aimes Management Services Limited (*)
(*England)
Ordinary
100%
UK-Tec Limited (*)
(*England)
Ordinary
100%

(*) indirect subsidiary
(*England) The Wharf, Abbey Mill Business Park, Lower Eashing, Godalming, Surrey, GU7 2QN
(*Scotland) Lumina Building 40 Ainslie Road, Hillington Park, Glasgow, Scotland, G52 4RU


16.


Stocks

2021
2020
£
£

Finished goods and goods for resale
250,702
176,352

250,702
176,352


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 24

 


ARROW BUSINESS COMMUNICATIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

17.


Debtors

2021
2020
£
£


Trade debtors
1,414,137
1,933,837

Amounts owed by group undertakings
15,858,909
835,590

Other debtors
124,290
825,524

Prepayments and accrued income
2,974,733
3,062,163

20,372,069
6,657,114



18.


Cash and cash equivalents

2021
2020
£
£

Cash at bank and in hand
3,073,426
2,489,508

Less: bank overdrafts
-
(593,808)

3,073,426
1,895,700



19.


Creditors: Amounts falling due within one year

2021
2020
£
£

Bank overdrafts
-
593,808

Trade creditors
1,686,078
1,578,709

Amounts owed to group undertakings
123,613,518
49,621,653

Corporation tax
-
400,883

Other taxation and social security
925,507
1,694,503

Other creditors
6,343,877
856,295

Accruals and deferred income
3,130,512
3,202,915

135,699,492
57,948,766


Page 25

 


ARROW BUSINESS COMMUNICATIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

20.


Deferred taxation




2021


£






At beginning of year
(26,682)


Charged to profit or loss
(8,809)


Arising on business combinations
-



At end of year
(35,491)

The provision for deferred taxation is made up as follows:

2021
2020
£
£


Accelerated capital allowances
(35,491)
(26,682)

(35,491)
(26,682)


21.


Share capital

2021
2020
£
£
Allotted, called up and fully paid



908,174 (2020 - 908,174) Ordinary shares of £0.01 each
9,082
9,082



22.


Reserves

Share premium account

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

Capital redemption reserve

This reserve records the nominal value of shares repurchased by the company.

Profit and loss account

This reserve records retained earnings and accumulated losses.


23.


Pension commitments

Amounts outstanding for pension commitments included within other creditors were £97,424 (2020 - £Nil).

Page 26

 


ARROW BUSINESS COMMUNICATIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

24.


Commitments under operating leases

At 31 December 2021 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2021
2020
£
£


Not later than 1 year
404,415
480,622

Later than 1 year and not later than 5 years
723,104
1,010,970

Later than 5 years
-
649

1,127,519
1,492,241


25.Financial commitments

Loans included within entities of the group that the Company is a part are secured by fixed and floating charges over the assets of the Company and the group.  At the year end the loans amounted to £176,242,950 (2020: £116,793,353).


26.


Related party transactions

The company is exempt from disclosing related party transactions with entities that are part of the Arrow Communications Holdings Limited group.


27.


Controlling party

The Company's immediate parent company is Arrow Business Communications Group Limited.
The ultimate parent entity is Arrow Communications Holdings Limited, to which consolidated accounts include this company. The consolidated accounts are available from Companies House for the year ended 31 December 2021.
The ultimate controlling party of Arrow Communications Holdings Limited is MML Capital Europe VII Equity I S.A., a company based in Luxembourg. MML Capital Europe VII Equity I S.A is a 100% subsidiary of MML Partnership Capital VII SCSp acting by its general partner MML Partnership Capital VII GP S.a.r.l.

 
Page 27