Registered number:
For the Year Ended
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VCG Technology Services Limited
Company Information
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VCG Technology Services Limited
Contents
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VCG Technology Services Limited
Strategic Report
For the Year Ended 31 March 2023
The Directors present the Strategic Report for the year ended 31 March 2023.
The Company’s principal activity was the provision of business-critical connectivity, managed networks, ICT solutions and related services.
Like all businesses, the emergence from the global COVID-19 pandemic continued to impose challenges on the Company. The Company continued with it’s safe working arrangements with the majority of employees working from home at the start of the period, with a gradual return being implemented by the Board as restrictions were lifted.
The Board launched the VCG consolidated brand in the prior financial year, consolidating to a single Trading entity, VCG Technology Services Limited, formally trading as Vodat International Limited (Registered Number 04380546). The Board are confident that the further growth of the fully integrated business can be delivered in the future. During the year, a number of changes were made in the Senior Leadership Team, with the appointment of a new CEO, Sales Director and other senior managers being appointed to leadership positions. The Company went through a transitional period to ensure that it was repurposed and had clear targets and objectives to achieve current and deliver future growth. The Board reinforced the importance of diversification in the customer base. Towards the end of the year, a new business acquisition team was created under the leadership of the new Sales Director. New go to market strategies and materials were created, to drive margin rich, contracted re-occurring revenue streams for the Company. The creation of this new team, will enable the existing Enterprise team to focus on increasing our interactions with the existing customer base. The Company and wider Group's debts are secured against fixed rate vehicles and are not exposed to rising interest rates in the wider economic climate. As with most business’ in the UK, the Company has seen the prices of its products and services increase, and has been forced to pass these on to its customers. The increasing prices also invite customers to discuss their overarching strategy with the Company where a solution can be found that both improves their technical infrastructure and gives pricing clarity for a period of time. For the year ended 31 March 2023 turnover was £24.42m (2022: £24.37m) which represents an increase of 0.2% during the year. After depreciation, amortisation, exceptional items and the realignment of amortisation, the Company made a pre-tax profit of £165k (2022: loss £304k).
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VCG Technology Services Limited
Strategic Report (continued)
For the Year Ended 31 March 2023
Macro-economic factors
With most of the activity within the Company UK based, the Company is dependent on the country's economic performance however the Company is constantly developing new business opportunities in different sectors to better hedge the Company's performance in the future. Long term impact of COVID-19 pandemic The COVID-19 global pandemic presented challenges to the Company, however due to the industry sector this has also presented opportunity. The impact of the pandemic on the Retail and Hospitality customer base resulted in some losses, early termination charges from communications providers and bad debt write-offs. However, the growth of strategic customers has resulted in significant opportunities, especially with the converged ICT propositions. The Company continues to assess new and innovative solutions to partner with customers in providing solutions to support the changing ways they work and do business. Supply chain issues The Board monitored the global chip shortage and worked closely with our distributors and customers to manage the supply chain. This situation is improved from Q3 in FY23 and lead times began to significantly reduce, improving the ability of the Company to trade.
The company's key performance indicators are revenue and profit before tax, both of which are analysed in the Business Review.
This report was approved by the board and signed on its behalf.
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VCG Technology Services Limited
Directors' Report
For the Year Ended 31 March 2023
The directors present their report and the financial statements for the year ended 31 March 2023.
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;
∙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 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.
The profit for the year, after taxation, amounted to £225,195 (2022 - loss £243,252).
No dividends (2022: £Nil) were paid during the year.
The directors do not recommend the payment of a dividend. (2022: £nil).
The directors who served during the year were:
The Company continues to monitor changes in it’s operating sector and regularly assess which products and services it can to the portfolio to support the growth and future success of the Company.
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VCG Technology Services Limited
Directors' Report (continued)
For the Year Ended 31 March 2023
Cash flow management and associated liqudity risk is a key factor for the business.
The company's ultimate parent entity holds a loan with an investor which attracts a fixed rate of interest. Management ensure that sufficient cash is generated by the company (as the active trading entity) to service this loan within its terms. The company also has finance agreements in respect of some purchases, these are displayed as other loans and amounts due under hire purchase and finance agreements. Management closely monitor cash flows and ensure that sufficient working capital is available to allow the business to operate effectively. Customers are required to adhere to credit terms and in normal conditions there are limited bad debts.
The Board integrated and launched the combined VCG brand, consolidating Axonex Limited and Vodat International Limited to one Trading entity: VCG Technology Services Limited, formally trading as Vodat International Limited, in the prior financial year. All assets, liabilities, customer and supplier contracts were transferred or novated to VCG Technology Services Limited, and the company employees transferred under TUPE.
The directors have prepared forecast scenarios for the combined business, taking key strategic factors into consideration, namely: • insight of customer’s ICT investment strategies • market growth opportunities for our converged ICT propositions • synergies from consolidating to one business. The connectivity and managed services provided to the Company's customers are business critical and did not materially change during the year. The creation of the business acquisition team is designed to broaden the customer base in this area. The working capital and cash position has continued to be positive throughout the financial year and is expected to increase in line with the profit growth forecast. After reviewing the Company's forecasts and projections, the directors are confident that the Company has adequate resources to continue trading for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements. There have been no significant events affecting the Company since the year end.
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VCG Technology Services Limited
Directors' Report (continued)
For the Year Ended 31 March 2023
The auditors, Hurst Accountants Limited, were appointed during the year and will 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.
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VCG Technology Services Limited
Independent Auditors' Report to the Members of VCG Technology Services Limited
We have audited the financial statements of VCG Technology Services Limited (the 'Company') for the year ended 31 March 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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.
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.
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.
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VCG Technology Services Limited
Independent Auditors' Report to the Members of VCG Technology Services Limited (continued)
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.
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.
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VCG Technology Services Limited
Independent Auditors' Report to the Members of VCG Technology Services Limited (continued)
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:
Identifying and assessing potential risks related to irregularities In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
∙The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
∙The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
∙Supporting documentation relating to the Company's policies and procedures for:
°Identifying, evaluating, and complying with laws and regulations
°Detecting and responding to the risks of fraud
∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-bribery and Corruption.
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
∙Evaluation and testing of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
∙Enquiring of management about any actual and potential litigation and claims.
∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
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VCG Technology Services Limited
Independent Auditors' Report to the Members of VCG Technology Services Limited (continued)
We have also considered the risk of fraud through management override of controls by:
∙Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify
accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error;
∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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.
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 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.
for and on behalf of
Chartered Accountants & Statutory Auditors
Lancashire Gate
21 Tiviot Dale
SK1 1TD
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VCG Technology Services Limited
Statement of Comprehensive Income
For the Year Ended 31 March 2023
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VCG Technology Services Limited
Registered number: 04380546
Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 30 form part of these financial statements.
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VCG Technology Services Limited
Statement of Changes in Equity
For the Year Ended 31 March 2023
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VCG Technology Services Limited
Notes to the Financial Statements
For the Year Ended 31 March 2023
VCG Technology Services Limited is a private company limited by shares and incorporated in England and Wales. It's registered head office is located at Signal Point, Bredbury Park Way, Bredbury, Stockport, England, SK6 2SN.
The Company’s principal activity was the provision of business-critical connectivity, managed networks, ICT solutions and related services.
2.Accounting policies
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).
Management have reviewed the prior year financial statements, and have determined that certain items held within debtors and creditors on the comparative balance sheet were incorrectly classified. Therefore an adjustment has been made to the prior year financial statements which has resulted in the following:
- An increase of £1,018,783 to trade debtors; - An increase of £3,926 to other debtors; - An increase of £490,642 to trade creditors, and; - An increase of £532,067 to accruals and deferred income. There is no impact on previously reported net assets or net current assets.
The following principal accounting policies have been applied:
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 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Vodat Communications Group (VCG) Holding Limited as at 31 March 2023 and these financial statements may be obtained from the Registrar.
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VCG Technology Services Limited
Notes to the Financial Statements
For the Year Ended 31 March 2023
2.Accounting policies (continued)
The Board integrated and launched the combined VCG brand, consolidating Axonex Limited and Vodat International Limited to one Trading entity: VCG Technology Services Limited, formally trading as Vodat International Limited, in the prior financial year. All assets, liabilities, customer and supplier contracts were transferred or novated to VCG Technology Services Limited, and the company employees transferred under TUPE.
The directors have prepared forecast scenarios for the combined business, taking key strategic factors into consideration, namely: • insight of customer’s ICT investment strategies • market growth opportunities for our converged ICT propositions • synergies from consolidating to one business. The connectivity and managed services provided to the Company's customers are business critical and did not materially change during the year. The creation of the business acquisition team is designed to broaden the customer base in this area. The working capital and cash position has continued to be positive throughout the financial year and is expected to increase in line with the profit growth forecast. After reviewing the Company's forecasts and projections, the directors are confident that the Company has adequate resources to continue trading for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements.
Functional and presentation currency
Transactions and balances
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VCG Technology Services Limited
Notes to the Financial Statements
For the Year Ended 31 March 2023
2.Accounting policies (continued)
Support contracts and professional services Revenue is typically billed upfront to a customer and initially deferred in full. It is then recognised based on usually either one of the two criteria: - Where the contract relates to amounts billed in advance of the time the service is to be provided, revenue is released on a straight line basis over the period of the contract; - Where the customer has purchased a set amount of time for a support contract, revenue is recognised based on the number of hours consumed at a point in time. Licences Revenue generated from licences is typically a re-selling of a licence from a supplier. Therefore the entire value of the contract relates entirely to the licence itself, and revenue is therefore recognised in full upon the transfer of the licence to the customer. New installations Revenue generated from new installations is recognised based upon the completion of agreed stages, as set out in contracts with the customer. Often for such projects, equipment must be purchsed as part of installation. This equipment is configured for each customer such that it cannot be repurposed for resale elsewhere, and once purchased the customer is obliged to pay the group. On occasion, the customer requests that the installation of the equipment be delayed, and therefore it is held by the group at their premesis. It is the view of management that even though the equipment has not been installed, that the criteria to recognise a sale under the provisions of UK Accounting Standards have been met, and therefore the equipment is not recognised as stock in the company's balance sheet, but instead a sale and associated cost are recognised in the Statement of Comprehensive Income.
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VCG Technology Services Limited
Notes to the Financial Statements
For the Year Ended 31 March 2023
2.Accounting policies (continued)
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VCG Technology Services Limited
Notes to the Financial Statements
For the Year Ended 31 March 2023
2.Accounting policies (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:
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.
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VCG Technology Services Limited
Notes to the Financial Statements
For the Year Ended 31 March 2023
2.Accounting policies (continued)
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Balance Sheet.
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VCG Technology Services Limited
Notes to the Financial Statements
For the Year Ended 31 March 2023
2.Accounting policies (continued)
Judgements - revenue recognition As part of installation projects, the company purchases equipment such as routers to be installed at customer premises. This equipment is configured for each customer such that it cannot be repurposed for resale elsewhere, and once purchased the customer is obliged to pay the company. On occasion, the customer requests that the installation of the equipment be delayed, and therefore it is held by the company at their premesis. It is the view of management that even though the equipment has not been installed, that the criteria to recognise a sale under the provisions of UK Accounting Standards have been met, and therefore the equipment is not recognised as stock in the company's balance sheet, but instead a sale and associated cost are recognised in the Statement of Comprehensive Income. Judgements - bad debt provision Management closely monitor debtors and make appropriate provision where the recovery of debts is considered doubtful. At the year end, a bad debt provision of £350,776 (2022: £91,920) was recognised in the Balance sheet.
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VCG Technology Services Limited
Notes to the Financial Statements
For the Year Ended 31 March 2023
Analysis of turnover by country of destination:
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VCG Technology Services Limited
Notes to the Financial Statements
For the Year Ended 31 March 2023
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VCG Technology Services Limited
Notes to the Financial Statements
For the Year Ended 31 March 2023
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VCG Technology Services Limited
Notes to the Financial Statements
For the Year Ended 31 March 2023
11.Taxation (continued)
The main rate of Corporation tax main was increased to 25% in the tax year commencing 1 April 2023 for companies whose profits exceed £250k. A tapered rate has been introduced for profits above £50k up to the £250k limit.
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VCG Technology Services Limited
Notes to the Financial Statements
For the Year Ended 31 March 2023
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VCG Technology Services Limited
Notes to the Financial Statements
For the Year Ended 31 March 2023
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VCG Technology Services Limited
Notes to the Financial Statements
For the Year Ended 31 March 2023
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VCG Technology Services Limited
Notes to the Financial Statements
For the Year Ended 31 March 2023
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VCG Technology Services Limited
Notes to the Financial Statements
For the Year Ended 31 March 2023
21.Share capital (continued)
Share premium account
Profit and loss account
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VCG Technology Services Limited
Notes to the Financial Statements
For the Year Ended 31 March 2023
The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £168,647 (2022: £176,435). Contributions totalling £33,917 (2022: £27,889) were payable to the fund at the balance sheet date and are included in creditors.
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VCG Technology Services Limited
Notes to the Financial Statements
For the Year Ended 31 March 2023
The ultimate parent undertaking is
The parent company address is The consolidated financial statements of
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