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Registered number: 03752620










WINDSOR TELECOM LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2023

 
WINDSOR TELECOM LIMITED
 
 
COMPANY INFORMATION


Directors
D Bennett 
N Burrows 
N Sherring 
P Tomlinson 




Company secretary
D Bennett



Registered number
03752620



Registered office
Wey Court West
Union Road

Farnham

Surrey

GU9 7PT




Trading Address
Riverside House
4 Meadows Business Park

Station Approach Blackwater

Camberley

GU17 9AB






Independent auditors
Shaw Gibbs (Audit) Limited
Statutory Auditor

Wey Court West

Union Road

Farnham

Surrey

GU9 7PT





 
WINDSOR TELECOM LIMITED
 

CONTENTS



Page
Strategic report
 
1 - 2
Directors' report
 
3 - 4
Independent auditors' report
 
5 - 8
Statement of comprehensive income
 
9
Statement of financial position
 
10 - 11
Statement of changes in equity
 
12
Statement of cash flows
 
13 - 14
Analysis of net debt
 
15
Notes to the financial statements
 
16 - 35


 
WINDSOR TELECOM LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2023

Introduction
 
Windsor Telecom helps businesses of all sizes use technology to deliver a brilliant customer and employee experience. 
With a high-quality customer base and industry leading levels of customer satisfaction, Windsor is a profitable, highly cash generative business operating in an attractive market.

Business review
 
During the year ended 31st July 2023 we maintained our turnover and gross profit. This was achieved through growing our relationships with our existing customers, resulting in positive net retention rates, as well as adding new logo customers across each of our strategic portfolio areas of communications, connectivity and managed IT services. While there is some decline in heritage call traffic revenues, the focus on transitioning customers and revenues to high quality subscription-based services means this now accounts for 11% of group margin. 
ARPU, a key measure of success for our strategy to cross and upsell higher value services, also increased which is testament to having built a broad, appealing product offering and our market leading customer service. 
Strategically the business also saw another year of good progress. We continued to deliver on our plan, further enhancing Windsor Telecoms position in the market and ability to take advantage of growing demand for cloud communications and IT services. Investment continued in the team with key hires and in continued product and systems development, as a platform for further buy and build growth. 
The businesses acquired performed in line with expectations, adding scale, geographic reach and increased capability to the enlarged Windsor Telecom. 

Principal risks and uncertainties
 
Windsor Telecom operate in a dynamic market and the board monitor customer and industry trends, together with existing and potential new technology partners. We also track the work of our regulator OFCOM to ensure we remain relevant, mitigate risk and take advantage of new growth opportunities.
Brexit and Covid were highlighted as risks in previous statements and while the impact continues to be monitored, these are not considered material considerations going forward. 
Wider macro-economic trends may impact the business, however the services the business provide are considered to be resilient and proven to remain critical to our customers regardless of economic cycles.

Financial key performance indicators (£'000)
 
                                                              Change                        FY23                    FY22
Turnover (group)                                                 -1%                              £10,087                    £10,196
Gross profit (group)                                             -2%                       £7,108                    £7,270
EBITDA (group)                                               -%                                £3,513                   £3,530
With the strategic plan is progressing well, we have continued to invest in strengthening the team and in new product development, with the acknowledgement these costs adversely impact overall EBITDA in the short term.

Page 1

 
WINDSOR TELECOM LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023

Future prospects
 
The board continues to have confidence in a positive future outlook for the business, supported by the strength of current trading, the attractiveness of the market and our progress on the strategic plan.
In June 2023 the company secured an additional acquisition funding line from Thincats, our existing funding partner. In October 2023 the company acquired 100% of the share capital of Connexus Networks and Connexus Technology Limited. In November 2023 the company acquired 100% of the share capital of KSM Communications Limited. These acquisitions deepened Windsors capability, especially in the IT managed service and cyber security provider arena and will support the continued organic growth of the company. 


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







P Tomlinson
Director

Date: 30 July 2024

Page 2

 
WINDSOR TELECOM LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2023

The directors present their report and the financial statements for the year ended 31 July 2023.

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 judgments 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 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.

Principal activity

The principal activity of the company during the period was the provision of cloud communications, connectivity and IT services.

Results and dividends

The profit for the year, after taxation, amounted to £1,089,277 (2022 - £2,344,475).



Directors

The directors who served during the year were:

D Bennett 
N Burrows 
N Sherring 
P Tomlinson 


Page 3

 
WINDSOR TELECOM LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023

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.

Post balance sheet events

There have been no significant events affecting the company since the year end.

Auditors

The auditorsShaw Gibbs (Audit) Limitedwill 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.
 







P Tomlinson
Director

Date: 30 July 2024

Page 4

 
WINDSOR TELECOM LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINDSOR TELECOM LIMITED
 

Opinion


We have audited the financial statements of Windsor Telecom Limited (the 'company') for the year ended 31 July 2023, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of cash flows, 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 July 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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.


Page 5

 
WINDSOR TELECOM LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINDSOR TELECOM LIMITED (CONTINUED)


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 ReportOur 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.


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 3, 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.


Page 6

 
WINDSOR TELECOM LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINDSOR TELECOM LIMITED (CONTINUED)


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:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that 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.
We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. 
Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and reviewing legal invoices. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.


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.


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.


Page 7

 
WINDSOR TELECOM LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINDSOR TELECOM LIMITED (CONTINUED)







Mr Stephen Morgan (Senior statutory auditor)
for and on behalf of
Shaw Gibbs (Audit) Limited
Statutory Auditor
Wey Court West
Union Road
Farnham
Surrey
GU9 7PT

30 July 2024
Page 8

 
WINDSOR TELECOM LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2023

2023
2022
Note
£
£

  

Turnover
 4 
10,087,310
7,692,328

Cost of sales
  
(2,979,655)
(1,610,564)

Gross profit
  
7,107,655
6,081,764

Administrative expenses
  
(4,899,945)
(4,547,658)

Operating profit
 5 
2,207,710
1,534,106

Income from fixed assets investments
  
-
1,461,306

Interest receivable and similar income
 9 
2,374
84

Interest payable and similar expenses
 10 
(806,773)
(470,162)

Profit before tax
  
1,403,311
2,525,334

Tax on profit
 11 
(314,034)
(180,859)

Profit for the financial year
  
1,089,277
2,344,475

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 16 to 35 form part of these financial statements.

Page 9

 
WINDSOR TELECOM LIMITED
REGISTERED NUMBER: 03752620

STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 12 
7,023,258
7,261,404

Tangible assets
 13 
97,503
109,466

Investments
 14 
1,110
1,110

  
7,121,871
7,371,980

Current assets
  

Stocks
 15 
8,863
14,473

Debtors: amounts falling due after more than one year
 16 
4,123,845
3,816,058

Debtors: amounts falling due within one year
 16 
3,930,157
1,934,056

Cash at bank and in hand
 17 
1,081,922
2,300,985

  
9,144,787
8,065,572

Creditors: amounts falling due within one year
 18 
(3,317,330)
(5,056,297)

Net current assets
  
 
 
5,827,457
 
 
3,009,275

Total assets less current liabilities
  
12,949,328
10,381,255

Creditors: amounts falling due after more than one year
 19 
(11,838,626)
(9,638,660)

Provisions for liabilities
  

Deferred tax
 21 
(232,273)
(211,443)

  
 
 
(232,273)
 
 
(211,443)

Net assets
  
878,429
531,152

Page 10

 
WINDSOR TELECOM LIMITED
REGISTERED NUMBER: 03752620
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 JULY 2023

2023
2022
Note
£
£

Capital and reserves
  

Called up share capital 
 22 
50,000
50,000

Profit and loss account
 23 
828,429
481,152

  
878,429
531,152


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






P Tomlinson
Director

Date: 30 July 2024

The notes on pages 16 to 35 form part of these financial statements.

Page 11

 
WINDSOR TELECOM LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 August 2021
50,000
(348,153)
(298,153)


Comprehensive income for the year

Profit for the year
-
2,344,475
2,344,475
Total comprehensive income for the year
-
2,344,475
2,344,475

Capital distribution
-
(1,515,170)
(1,515,170)



At 1 August 2022
50,000
481,152
531,152


Comprehensive income for the year

Profit for the year
-
1,089,277
1,089,277
Total comprehensive income for the year
-
1,089,277
1,089,277

Capital distribution
-
(742,000)
(742,000)


At 31 July 2023
50,000
828,429
878,429


The notes on pages 16 to 35 form part of these financial statements.

Page 12

 
WINDSOR TELECOM LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
1,089,277
2,344,475

Adjustments for:

Amortisation of intangible assets
539,926
113,347

Depreciation of tangible assets
62,839
60,484

Impairments of fixed assets
-
795,952

Interest paid
806,773
470,162

Interest received
(2,374)
(1,461,390)

Taxation charge
314,034
(272,382)

Decrease/(increase) in stocks
5,610
(7,317)

(Increase)/decrease in debtors
(2,527,719)
914,196

Decrease in amounts owed by groups
3,954
16,624

(Decrease)/increase in creditors
(1,435,507)
27,201

Increase/(decrease)) in amounts owed to groups
2
(774,730)

Corporation tax (paid)
(56,223)
(197,170)

Net cash generated from operating activities

(1,199,408)
2,029,452


Cash flows from investing activities

Purchase of intangible fixed assets
(301,780)
(319,928)

Purchase of tangible fixed assets
(54,880)
(67,256)

Sale of tangible fixed assets
4,007
-

Purchase of fixed asset investments
-
(287,012)

Interest received
2,374
84

Dividends received
-
1,461,306

Transfers intra group
-
(3,388)

Net cash from investing activities

(350,279)
783,806
Page 13

 
WINDSOR TELECOM LIMITED
 

STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023


2023
2022

£
£



Cash flows from financing activities

Other new loans
1,879,397
-

Repayment of other loans
-
(382,250)

Contributions to EOT scheme
(742,000)
(1,515,170)

Interest paid
(806,773)
(470,162)

Net cash used in financing activities
330,624
(2,367,582)

Net (decrease)/increase in cash and cash equivalents
(1,219,063)
445,676

Cash and cash equivalents at beginning of year
2,300,985
1,855,309

Cash and cash equivalents at the end of year
1,081,922
2,300,985


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,081,922
2,300,985

1,081,922
2,300,985


The notes on pages 16 to 35 form part of these financial statements.

Page 14

 
WINDSOR TELECOM LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 JULY 2023




At 1 August 2022
Cash flows
At 31 July 2023
£

£

£

Cash at bank and in hand

2,300,985

(1,219,063)

1,081,922

Debt due after 1 year

(9,638,660)

(2,199,966)

(11,838,626)

Debt due within 1 year

(838,537)

320,603

(517,934)


(8,176,212)
(3,098,426)
(11,274,638)

The notes on pages 16 to 35 form part of these financial statements.

Page 15

 
WINDSOR TELECOM LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

1.


General information

Windsor Telecom Limited (03752620) is a private company limited by shares. It is incorporated in England and Wales. The registered office is Wey Court West, Union Road, Farnham, Surrey, GU9 7PT.

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 judgment in applying the company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

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. Non-monetary 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.

Page 16

 
WINDSOR TELECOM LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

2.Accounting policies (continued)

 
2.3

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. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the company has transferred the significant risks and rewards of ownership to the buyer;
the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.4

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.

Page 17

 
WINDSOR TELECOM LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

2.Accounting policies (continued)

 
2.5

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.6

Interest income

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

 
2.7

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.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.9

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 18

 
WINDSOR TELECOM LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

2.Accounting policies (continued)

 
2.10

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.

Page 19

 
WINDSOR TELECOM LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

2.Accounting policies (continued)

 
2.11

Intangible assets

Intangible assets includes the software development, goodwill and other intangible fixed assets. They are all initially recongised at cost. All intangible assets are considered to have a finite useful life and are amortised as follows:

Software development 

The software development is amortised over four years from the date the project is completed and ready for use. Each project is reviewed on an annual basis for possible impairment. 
Goodwill

Goodwill represents the excess paid over the identifiable assets and liabilities of the companies acquired. The goodwill is then amortised over the expected life of the asset. At each reporting date the company assesses whether there is any indication of impairment, if such indication exists the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. 
Other intangible fixed assets
Other intangible fixed assets are initially recognised at cost. The cost is amortised over the expected useful life of the asset. At each reporting date the company assesses whether there is any indication of impairment, if such indication exists the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. 




 
2.12

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 20

 
WINDSOR TELECOM LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

2.Accounting policies (continued)


2.12
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 reducing balance and straight line methods.

Depreciation is provided on the following basis:

Motor vehicles
-
25%
Reducing balance
Fixtures and fittings
-
25%
Reducing balance
Computer equipment
-
33%
Straight line
Other fixed assets
-
33%
Straight line

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.

 
2.13

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
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

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 21

 
WINDSOR TELECOM LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

2.Accounting policies (continued)

 
2.17

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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the company's cash management.

 
2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.20

Financial instruments

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is
Page 22

 
WINDSOR TELECOM LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

2.Accounting policies (continued)


2.20
Financial instruments (continued)

immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based upon 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
There are no sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements. 


4.


Turnover

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


2023
2022
£
£

United Kingdom
10,087,310
7,692,328

10,087,310
7,692,328


All turnover arose within the United Kingdom.

Page 23

 
WINDSOR TELECOM LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Exchange differences
1,352
1,008

Other operating lease rentals
193,875
142,094


6.


Auditors' remuneration

During the year, the company obtained the following services from the company's auditors:


2023
2022
£
£

Fees payable to the company's auditors for the audit of the company's financial statements
23,772
33,615

Fees payable to the company's auditors in respect of:

Taxation compliance services
16,380
8,548

All non-audit services not included above

1,712
1,333

18,092
9,881

7.


Employees

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


2023
2022
£
£

Wages and salaries
2,627,497
2,090,325

Social security costs
294,320
268,518

Cost of defined contribution scheme
59,347
59,572

2,981,164
2,418,415


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


        2023
        2022
            No.
            No.







Administrative
48
51



Directors
6
4

54
55

Page 24

 
WINDSOR TELECOM LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
238,714
191,994

Company contributions to defined contribution pension schemes
4,187
4,484

242,901
196,478


During the year retirement benefits were accruing to £4,187 directors (2022 - 4,484) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £239,791 (2022 - £227,589).


9.


Interest receivable

2023
2022
£
£


Other interest receivable
2,374
84

2,374
84


10.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
786,112
470,162

Other loan interest payable
20,661
-

806,773
470,162

Page 25

 
WINDSOR TELECOM LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

11.


Taxation


2023
2021 as restated
£
£

Corporation tax


Current tax on profits for the year
293,204
239,857

Adjustments in respect of previous periods
-
(257,104)


293,204
(17,247)


Total current tax
293,204
(17,247)

Deferred tax


Origination and reversal of timing differences
20,830
198,106

Total deferred tax
20,830
198,106


Taxation on profit on ordinary activities
314,034
180,859

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 21% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
1,403,311
2,525,334


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 21% (2022 - 19%)
294,847
479,813

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
7,004
159,849

Capital allowances for year in excess of depreciation
113,983
(40,907)

Deferred Tax
20,830
198,106

Prior year
-
(257,104)

R&D credit
(122,630)
(81,250)

Dividends from UK companies
-
(277,648)

Total tax charge for the year
314,034
180,859

Page 26

 
WINDSOR TELECOM LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
 
11.Taxation (continued)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Intangible assets




Developm't expenditure
Goodwill
Other intangibles
Total

£
£
£
£



Cost


At 1 August 2022
937,468
5,100,952
1,444,850
7,483,270


Additions
301,780
-
-
301,780



At 31 July 2023

1,239,248
5,100,952
1,444,850
7,785,050



Amortisation


At 1 August 2022
178,293
43,573
-
221,866


Charge for the year on owned assets
212,630
255,053
72,243
539,926



At 31 July 2023

390,923
298,626
72,243
761,792



Net book value



At 31 July 2023
848,325
4,802,326
1,372,607
7,023,258



At 31 July 2022
759,175
5,057,379
1,444,850
7,261,404



Page 27

 
WINDSOR TELECOM LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

13.


Tangible fixed assets





Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 August 2022
46,688
106,176
265,663
418,527


Additions
-
4,418
50,462
54,880


Disposals
(28,798)
-
-
(28,798)



At 31 July 2023

17,890
110,594
316,125
444,609



Depreciation


At 1 August 2022
35,117
79,831
194,113
309,061


Charge for the year on owned assets
1,822
6,644
54,370
62,836


Disposals
(24,791)
-
-
(24,791)



At 31 July 2023

12,148
86,475
248,483
347,106



Net book value



At 31 July 2023
5,742
24,119
67,642
97,503



At 31 July 2022
11,571
26,345
71,550
109,466

Page 28

 
WINDSOR TELECOM LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

14.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 August 2022
1,110



At 31 July 2023
1,110






Net book value



At 31 July 2023
1,110



At 31 July 2022
1,110


Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Class of shares

Holding

Keen IT Solutions Limited
Ordinary
100%
Keen VoIP Limited
Ordinary
100%
Admiral Telecom Limited
Ordinary
100%
Floren Limited
Ordinary
100%
Number Solutions Limited
Ordinary
100%
Windsor Telecommunications Limited
Ordinary
100%
Redstar Telecommunications Limited
Ordinary
100%

Page 29

 
WINDSOR TELECOM LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 July 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Keen IT Solutions Limited
1
-

Keen VoIP Limited
1
-

Admiral Telecom Limited
2
-

Floren Limited
73
-

Number Solutions Limited
1
-

Windsor Telecommunications Limited
2
-

Redstar Telecommunications Limited
1,517
417


15.


Stocks

2023
2022
£
£

Finished goods and goods for resale
8,863
14,473

8,863
14,473


Page 30

 
WINDSOR TELECOM LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

16.


Debtors

2023
2022
£
£

Due after more than one year

Other debtors
4,123,845
3,816,058

4,123,845
3,816,058


2023
2022
£
£

Due within one year

Trade debtors
446,082
618,518

Amounts owed by group undertakings
-
3,954

Other debtors
3,193,807
1,111,042

Prepayments and accrued income
290,268
200,542

3,930,157
1,934,056



17.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
1,081,922
2,300,985

1,081,922
2,300,985



18.


Creditors: Amounts falling due within one year

2023
2022
£
£

Other loans
517,183
837,752

Trade creditors
216,644
267,570

Amounts owed to group undertakings
2
-

Corporation tax
17,103
-

Other taxation and social security
384,262
453,679

Other creditors
1,878,010
2,859,286

Accruals and deferred income
304,126
638,010

3,317,330
5,056,297


Page 31

 
WINDSOR TELECOM LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

19.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Other loans
11,838,626
9,638,660

11,838,626
9,638,660


The following liabilities were secured:




Details of security provided:

The other loans are secured by way of a first ranking debenture and composite guarantee from Windsor Telecom Limited.  There is a fixed and floating charge over the companies assets.

Page 32

 
WINDSOR TELECOM LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

20.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£

Amounts falling due within one year

Other loans
517,183
837,752


517,183
837,752

Amounts falling due 1-2 years

Other loans
11,838,626
9,638,660


11,838,626
9,638,660



12,355,809
10,476,412


Page 33

 
WINDSOR TELECOM LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

21.


Deferred taxation




2023
2022


£

£






At beginning of year
(211,443)
(13,337)


Charged to profit or loss
(20,830)
(198,106)



At end of year
(232,273)
(211,443)

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(232,273)
(211,443)

(232,273)
(211,443)


22.


Share capital

2023
2022
£
£
Allotted, called up and partly paid



47,875 (2022 - 47,875) Ordinary shares of £1.00 each
47,875
47,875
1,125 (2022 - 1,125) A Ordinary shares of £1.00 each
1,125
1,125
10,000 (2022 - 10,000) B Ordinary shares of £0.10 each
1,000
1,000

50,000

50,000



23.


Reserves

Profit and loss account

As shown in the Statement of Changes in Equity there was a capital distribution of £742,000 (2022 £1,515,170) during the year, which was recognised directly against the profit and loss account. These payments were made to the Windsor Telecom Limited Employee Ownership Trust.


24.


Pension commitments

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 £61,894 (2022: £55,088).

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WINDSOR TELECOM LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

25.


Commitments under operating leases

At 31 July 2023 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
113,830
113,830

Later than 1 year and not later than 5 years
341,490
455,320

455,320
569,150


26.


Transactions with directors

At the year end Mr N Sherring, a director, owed the company £627 (2022: £935). This is repayable on demand and is interest free. 


27.


Controlling party

The directors consider that the ultimate controlling party are the trustees of The Windsor Telecom Limited Employee Ownership Trust.

 
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