Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-312023-01-01truetruetruetruetruefalseNo description of principal activity00truefalsefalse 12374175 2023-01-01 2023-12-31 12374175 2022-01-01 2022-12-31 12374175 2023-12-31 12374175 2022-12-31 12374175 2022-01-01 12374175 c:Director1 2023-01-01 2023-12-31 12374175 c:Director2 2023-01-01 2023-12-31 12374175 c:Director2 2023-12-31 12374175 c:Director3 2023-01-01 2023-12-31 12374175 c:Director4 2023-01-01 2023-12-31 12374175 c:Director5 2023-01-01 2023-12-31 12374175 c:Director5 2023-12-31 12374175 c:Director6 2023-01-01 2023-12-31 12374175 c:Director6 2023-12-31 12374175 c:Director7 2023-01-01 2023-12-31 12374175 c:Director7 2023-12-31 12374175 c:RegisteredOffice 2023-01-01 2023-12-31 12374175 d:CurrentFinancialInstruments 2023-12-31 12374175 d:CurrentFinancialInstruments 2022-12-31 12374175 d:Non-currentFinancialInstruments 2023-12-31 12374175 d:Non-currentFinancialInstruments 2022-12-31 12374175 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 12374175 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 12374175 d:Non-currentFinancialInstruments d:AfterOneYear 2023-12-31 12374175 d:Non-currentFinancialInstruments d:AfterOneYear 2022-12-31 12374175 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2023-12-31 12374175 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2022-12-31 12374175 d:Non-currentFinancialInstruments d:MoreThanFiveYears 2023-12-31 12374175 d:Non-currentFinancialInstruments d:MoreThanFiveYears 2022-12-31 12374175 d:ShareCapital 2023-12-31 12374175 d:ShareCapital 2022-12-31 12374175 d:ShareCapital 2022-01-01 12374175 d:SharePremium 2023-01-01 2023-12-31 12374175 d:SharePremium 2023-12-31 12374175 d:SharePremium 2022-12-31 12374175 d:SharePremium 2022-01-01 12374175 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 12374175 d:RetainedEarningsAccumulatedLosses 2023-12-31 12374175 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 12374175 d:RetainedEarningsAccumulatedLosses 2022-12-31 12374175 d:RetainedEarningsAccumulatedLosses 2022-01-01 12374175 c:OrdinaryShareClass1 2023-01-01 2023-12-31 12374175 c:OrdinaryShareClass1 2023-12-31 12374175 c:OrdinaryShareClass1 2022-12-31 12374175 c:FRS102 2023-01-01 2023-12-31 12374175 c:Audited 2023-01-01 2023-12-31 12374175 c:FullAccounts 2023-01-01 2023-12-31 12374175 c:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 12374175 d:Subsidiary1 2023-01-01 2023-12-31 12374175 d:Subsidiary1 1 2023-01-01 2023-12-31 12374175 d:Subsidiary2 2023-01-01 2023-12-31 12374175 d:Subsidiary2 1 2023-01-01 2023-12-31 12374175 d:Subsidiary5 2023-01-01 2023-12-31 12374175 d:Subsidiary5 1 2023-01-01 2023-12-31 12374175 d:Subsidiary6 2023-01-01 2023-12-31 12374175 d:Subsidiary6 1 2023-01-01 2023-12-31 12374175 d:Subsidiary7 2023-01-01 2023-12-31 12374175 d:Subsidiary7 1 2023-01-01 2023-12-31 12374175 d:Subsidiary8 2023-01-01 2023-12-31 12374175 d:Subsidiary8 1 2023-01-01 2023-12-31 12374175 d:Subsidiary11 2023-01-01 2023-12-31 12374175 d:Subsidiary11 1 2023-01-01 2023-12-31 12374175 d:Subsidiary12 2023-01-01 2023-12-31 12374175 d:Subsidiary12 1 2023-01-01 2023-12-31 12374175 d:Subsidiary15 2023-01-01 2023-12-31 12374175 d:Subsidiary15 1 2023-01-01 2023-12-31 12374175 d:Subsidiary16 2023-01-01 2023-12-31 12374175 d:Subsidiary16 1 2023-01-01 2023-12-31 12374175 d:Subsidiary17 2023-01-01 2023-12-31 12374175 d:Subsidiary17 1 2023-01-01 2023-12-31 12374175 d:Subsidiary18 2023-01-01 2023-12-31 12374175 d:Subsidiary18 1 2023-01-01 2023-12-31 12374175 d:Subsidiary19 2023-01-01 2023-12-31 12374175 d:Subsidiary19 1 2023-01-01 2023-12-31 12374175 d:Subsidiary20 2023-01-01 2023-12-31 12374175 d:Subsidiary20 1 2023-01-01 2023-12-31 12374175 d:Subsidiary21 2023-01-01 2023-12-31 12374175 d:Subsidiary21 1 2023-01-01 2023-12-31 12374175 d:Subsidiary22 2023-01-01 2023-12-31 12374175 d:Subsidiary22 1 2023-01-01 2023-12-31 12374175 d:Subsidiary23 2023-01-01 2023-12-31 12374175 d:Subsidiary23 1 2023-01-01 2023-12-31 12374175 d:Subsidiary24 2023-01-01 2023-12-31 12374175 d:Subsidiary24 1 2023-01-01 2023-12-31 12374175 d:Subsidiary25 2023-01-01 2023-12-31 12374175 d:Subsidiary25 1 2023-01-01 2023-12-31 12374175 d:Subsidiary26 2023-01-01 2023-12-31 12374175 d:Subsidiary26 1 2023-01-01 2023-12-31 12374175 6 2023-01-01 2023-12-31 12374175 e:PoundSterling 2023-01-01 2023-12-31 iso4217:GBP xbrli:shares xbrli:pure
Company registration number: 12374175







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023


ARROW COMMUNICATIONS GROUP LIMITED






































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ARROW COMMUNICATIONS GROUP LIMITED
 


 
COMPANY INFORMATION


Directors
C J Russell 
R E Burke 
J D Harber 
H E Long (appointed 11 April 2024)




Registered number
12374175



Registered office
The Wharf
Abbey Mill Business Park

Lower Eashing

Godalming

Surrey

GU7 2QN




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Lynton House

7-12 Tavistock Square

London

WC1H 9LT





 


ARROW COMMUNICATIONS GROUP 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
Statement of changes in equity
11
Notes to the financial statements
12 - 18


 


ARROW COMMUNICATIONS GROUP LIMITED
 


 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Business review
 
The principle activity of the Company during the year was that of a holding company, which held loans for the Group in which it is a part of. 

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.

Financial key performance indicators
 
The Directors’ do not consider there to be any Key Performance Indicators (KPI's) of the company, given that it only holds loans for the Group.  The KPI's of the Group are listed within the financial statements of its ultimate parent company.

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. 
 

Page 1

 


ARROW COMMUNICATIONS GROUP LIMITED
 



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

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

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.



R E Burke
Director

Date: 7 August 2024

Page 2

 


ARROW COMMUNICATIONS GROUP LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The Directors present their report and the financial statements for the year ended 31 December 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 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 £10,962,524 (2022 - loss £7,680,731).

No dividends have been proposed by the company.

Directors

The Directors who served during the year were:

C J Russell 
S J Wort (resigned 31 March 2023)
R E Burke 
J D Harber 
D A Lee (resigned 30 April 2023)
A C Ashton (appointed 27 April 2023, resigned 22 January 2024)

Future developments

The directors are planning on further acquisitions in 2024 alongside completion of the integration of subsidiaries within the group so as to simplify the corporate structure via corporate hiving-up of the assets and liabilities in advance of commencing strike-off proceedings for those legal entities.

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.

Page 3

 


ARROW COMMUNICATIONS GROUP LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

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 Directors' Report, such as the business review, details of the principal risks and uncertainties 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.

Post balance sheet events

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

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.
 





H E Long
Director

Date: 7 August 2024

Page 4

 


ARROW COMMUNICATIONS GROUP LIMITED
 

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

Opinion


We have audited the financial statements of Arrow Communications Group Limited (the 'Company') for the year ended 31 December 2023, 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 2023 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 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.


Page 5

 


ARROW COMMUNICATIONS GROUP LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ARROW COMMUNICATIONS GROUP 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 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

 


ARROW COMMUNICATIONS GROUP LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ARROW COMMUNICATIONS GROUP 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:

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; and
UK tax legislation;

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 Company 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 7

 


ARROW COMMUNICATIONS GROUP LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ARROW COMMUNICATIONS GROUP 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

7 August 2024
Page 8

 


ARROW COMMUNICATIONS GROUP LIMITED
 


 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

  

Administrative expenses
  
(1,879)
(6,251)

Operating loss
  
(1,879)
(6,251)

Interest payable and similar expenses
 6 
(10,960,645)
(7,674,480)

Loss before tax
  
(10,962,524)
(7,680,731)

Tax on loss
  
-
-

Loss for the financial year
  
(10,962,524)
(7,680,731)

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

The notes on pages 12 to 18 form part of these financial statements.

Page 9

 


ARROW COMMUNICATIONS GROUP LIMITED
REGISTERED NUMBER:12374175



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Fixed asset investments
 7 
635,321
635,321

  
635,321
635,321

Current assets
  

Debtors: amounts falling due within one year
 8 
75,015,509
66,379,316

  
75,015,509
66,379,316

Creditors: amounts falling due within one year
 9 
(326,023)
(346,803)

Net current assets
  
 
 
74,689,486
 
 
66,032,513

Total assets less current liabilities
  
75,324,807
66,667,834

Creditors: amounts falling due after more than one year
 10 
(106,037,521)
(86,418,024)

  

Net liabilities
  
(30,712,714)
(19,750,190)


Capital and reserves
  

Called up share capital 
 12 
6,353
6,353

Share premium account
 13 
628,968
628,968

Profit and loss account
 13 
(31,348,035)
(20,385,511)

  
(30,712,714)
(19,750,190)


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




H E Long
Director

Date: 7 August 2024

The notes on pages 12 to 18 form part of these financial statements.

Page 10

 


ARROW COMMUNICATIONS GROUP LIMITED
 



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


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

£
£
£
£


At 1 January 2022
6,353
628,968
(12,704,780)
(12,069,459)



Loss for the year
-
-
(7,680,731)
(7,680,731)



At 1 January 2023
6,353
628,968
(20,385,511)
(19,750,190)



Loss for the year
-
-
(10,962,524)
(10,962,524)




At 31 December 2023
6,353
628,968
(31,348,035)
(30,712,714)


The notes on pages 12 to 18 form part of these financial statements.

Page 11

 


ARROW COMMUNICATIONS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Arrow Communications Group 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 2023 and these financial statements may be obtained from Companies House.

 
2.3

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.

 
2.4

Going concern

The company has net liabilities of £30,712,714 at the year ended 31 December 2023, which is due to the entity
being that of a holding company and does not generate its own revenue. However, the group to which it heads
is cash generative and is able to pass up dividends as and when required. Therefore the financial statements
have been prepared on a going concern basis

Page 12

 


ARROW COMMUNICATIONS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

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.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.7

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.

Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.


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 directors do not consider there to be any judgments or estimation uncertainty that impacts on these financial statements.


4.


Auditors' remuneration

2023
2022
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
3,950
3,600

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


5.


Employees




The Company has no employees other than the Directors, who did not receive any remuneration (2022 - £NIL).

Page 13

 


ARROW COMMUNICATIONS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Interest payable and similar expenses

2023
2022
£
£


Other loan interest payable
10,960,645
7,674,480

10,960,645
7,674,480


7.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
635,321



At 31 December 2023
635,321




Page 14

 


ARROW COMMUNICATIONS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Arrow Business Telecoms Limited
(*England)
Ordinary
100%
Arrow Business Comms (UK) Limited (*)
(*England)
Ordinary
100%
Arrow Business Communications Limited (*)
(*England)
Ordinary
100%
Arrow Business Communications Trustee Limited (*)
(*England)
Ordinary
100%
Arrow Business Communications (Scotland) Limited (*)
(*Scotland)
Ordinary
100%
Altinet Limited (*)
(*England)
Ordinary
100%
Between The Lines Communication Limited (*)
(*England)
Ordinary
100%
Pulse Business Energy Limited (*)
(*England)
Ordinary
100%
Pescado Holdings Limited (*)
(*England)
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%
Bruhan 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

Page 15

 


ARROW COMMUNICATIONS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Debtors

2023
2022
£
£


Amounts owed by group undertakings
75,015,509
66,379,316

75,015,509
66,379,316



9.


Creditors: Amounts falling due within one year

2023
2022
£
£

Amounts owed to group undertakings
326,023
343,267

Accruals and deferred income
-
3,536

326,023
346,803



10.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Other loans
74,827,509
66,130,414

Accruals and deferred income
31,210,012
20,287,610

106,037,521
86,418,024


Page 16

 


ARROW COMMUNICATIONS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£



Amounts falling due 2-5 years

Other loans
74,827,509
-


74,827,509
-

Amounts falling due after more than 5 years

Other loans
-
66,130,414

-
66,130,414

74,827,509
66,130,414


Other loans of £69,827,509 (2022: £66,130,414) incur interest at 10.00%. The loans are due in one sum in January 2028, along with the accrued interest of £28,710,012 (2022: £20,287,610).
Other loans of £5,000,000 (2022: £Nil) incur an interest charge of 50% from day 1 to the end of the first year, then 100% to the end of the second year. After that point, interest is charged at 20%. The loans are due in one sum in January 2028, along with the accrued interest of £2,500,000 (2022: £Nil).
All other loans are secured by fixed and floating charges over the assets of the Company.


12.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



635,321 (2022 - 635,321) Ordinary shares of £0.01 each
6,353
6,353



13.


Reserves

Share premium account

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

Profit and loss account

This reserve records retained earnings and accumulated losses.

Page 17

 


ARROW COMMUNICATIONS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Other financial commitments

Loans included within entities of the group that the Company, including those in note 11  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 £196,799,237 (2022: £186,227,739).


15.


Controlling party

The Company's immediate and 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 2023. 
The ultimate controlling party of Arrow Communications Holdings Limited is MML Capital Partners 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 18