Company registration number 14033327 (England and Wales)
TOPSWITCH LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
TOPSWITCH LIMITED
COMPANY INFORMATION
Directors
M Mansell
(Appointed 13 January 2023)
J Paul
(Appointed 8 February 2023)
R Kay
(Appointed 7 April 2022)
I Martin
(Appointed 1 June 2022)
H Stevens
(Appointed 8 April 2024)
Company number
14033327
Registered office
33 Glasshouse Street
London
United Kingdom
W1B 5DG
Auditor
Azets Audit Services
Ashcombe Court
Woolsack Way
Godalming
Surrey
United Kingdom
GU7 1LQ
TOPSWITCH LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Group profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the Group financial statements
15 - 30
TOPSWITCH LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 1 -

The directors present the strategic report for the period ended 31 December 2022.

Review of the business

Topswitch Limited ("TopSwitch") was incorporated on 7 April 2022 to head the group and is owned 100% by Queen’s Park Equity (“QPE”). The Company purchased the subsidiaries on 30 May 2022 thus there is no comparative period in these financial statements.

Topswitch provides Unified Communications as a Service (UCaas) and VOIP (Voice Over IP) solutions to our channel partners.

During 2022, the Group’s main Callswitch platform underwent significant upgrades to its core infrastructure as well as major functionality expansions to cater to the requirements of our channel partners and their end customer users. This led to continued sales growth for the Group, with actual revenues reaching £6.5m for the period. The Group’s Lifetime licence model continued its momentum with our channel partners, alongside a transition to a recurring billing model.

The Group incurred an operating loss of £7.1m and net loss of £10.2m in 2022 predominantly as a result of exceptional costs associated with QPE’s acquisiton of the Group, restructuring of the Group’s debt profile as part of the transaction and the transition to the recurring billing model.

Principal risks and uncertainties

As with any business, the Group is exposed to risks as an inherent part of creating value for its shareholders. The Group has in place, processes designed to identify these principal risks and to manage and mitigate the effect of them. The Board is responsible for ensuring that risks are properly considered, managed and mitigated.

The Board is satisfied that the Group's risk management framework and internal control processes provide sufficient confidence such that the principal risks affecting the Group have been identified and addressed.

The most significant risks to which the Group is exposed, and the mitigation of these risks, are set out below.

Market competition

The UCaaS and VOIP markets are subject to intense competition.

The Group continually assesses its market position, paying in particular attention to the changing dynamics of the reseller channels and adapting accordingly in order to acquire new partners to expand and remain competitive.

Operational execution

The Group provides products which require a high level of technical expertise to develop and support.

The Group invests in R&D and to maintain a high level of technical expertise, both internally and externally.

Service downtime

Downtime to our services, whether this is due to the system, network infrastructure issues or interruptions from our suppliers, creates disruption to our customers, and often not within our control. The Group manages these risks by having in place highly trained technical support staff to quickly identify the cause of any service downtime, as well as closely managing supplier relationships and SLAs to minimise any downtime.

TOPSWITCH LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 2 -
People

The Group's technical nature of business depends on highly skilled employees.

The Group seeks to be an excellent employer and regularly monitors the engagement of its employees, as well as ensuring that remuneration packages are competitive. This is evidenced by the very high level of staff retention across the Group.

Key performance indicators

The Group uses a number of both financial and non-financial key performance indicators to help measure its progress against its strategy and objectives, the development and performance of its business and also in monitoring and managing its principal risks.

The Group considers EBITDA and recurring revenues as the key performance indicators when managing its business. Other financial KPIs include measures around the Group's gross margin, its performance year on year and against internal budgets, as well as its level of liquidity and working capital.

Non-financial key performance indicators include measures around operational efficiency (including supply chain, customer order book and new product introduction), brand and reputation, customer focus and employee satisfaction.

During the financial audit, we have identified both revenue and operational expense transactions that are not consistent with the group accounting policies. For more information, see the notes to the accounts.

On behalf of the board

H Stevens
Director
9 August 2024
TOPSWITCH LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 3 -

The directors present their annual report and financial statements for the period ended 31 December 2022.

Principal activities

The principal activity of the group was that of retail sales of cloud communication.

Results and dividends

The results for the period are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

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

M Mansell
(Appointed 13 January 2023)
J Paul
(Appointed 8 February 2023)
B Kaye
(Appointed 30 May 2022 and resigned 28 March 2023)
P Landsman
(Appointed 30 May 2022 and resigned 27 January 2023)
R Lux
(Appointed 30 May 2022 and resigned 28 March 2023)
R Kay
(Appointed 7 April 2022)
N Manning
(Appointed 7 April 2022 and resigned 8 February 2023)
I Martin
(Appointed 1 June 2022)
H Stevens
(Appointed 8 April 2024)
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
H Stevens
Director
9 August 2024
TOPSWITCH LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 4 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

TOPSWITCH LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TOPSWITCH LIMITED
- 5 -
Opinion

We have audited the financial statements of TopSwitch Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2022 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

 

In addition to our opinion above, we also draw attention to irregularities noted in respect of the financial period ended 31 December 2022 for the group headed by TopSwitch. These have resulted in fair value adjustments made to the book value of the acquired assets (see note 23), exceptional costs being disclosed (see note 3) and additional commentary in the irregularities section of this report. The audit report details additional procedures conducted, and adjustments arising from, irregularities disclosed by management as part of the audit process.

Basis for opinion

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

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

 

We have nothing to report in this regard.

TOPSWITCH LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TOPSWITCH LIMITED
- 6 -

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

TOPSWITCH LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TOPSWITCH LIMITED
- 7 -

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

David Lawrence BSc (Hons) FCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
12 August 2024
Chartered Accountants
Statutory Auditor
Ashcombe Court
Woolsack Way
Godalming
Surrey
United Kingdom
GU7 1LQ
TOPSWITCH LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 8 -
Period
ended
31 December
2022
Notes
£
Turnover
2
6,481,320
Cost of sales
(3,004,292)
Gross profit
3,477,028
Administrative expenses
(8,323,809)
Other operating expenses
(14,772)
Exceptional item
3
(2,288,274)
Operating loss
4
(7,149,827)
Interest receivable and similar income
7
6
Interest payable and similar expenses
8
(3,104,391)
Loss before taxation
(10,254,212)
Tax on loss
9
274,613
Loss for the financial period
(9,979,599)
Loss for the financial period is all attributable to the owners of the parent company.

The notes on pages 15 to 30 form part of these financial statements.

TOPSWITCH LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 9 -
Period
ended
31 December
2022
£
Loss for the period
(9,979,599)
Other comprehensive income
-
Total comprehensive income for the period
(9,979,599)
Total comprehensive income for the period is all attributable to the owners of the parent company.

The notes on pages 15 to 30 form part of these financial statements.

TOPSWITCH LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2022
31 December 2022
- 10 -
2022
Notes
£
£
Fixed assets
Goodwill
10
29,471,031
Tangible assets
11
471,478
29,942,509
Current assets
Stocks
14
29,401
Debtors
15
2,130,118
Cash at bank and in hand
671,185
2,830,704
Creditors: amounts falling due within one year
16
(34,906,194)
Net current liabilities
(32,075,490)
Total assets less current liabilities
(2,132,981)
Creditors: amounts falling due after more than one year
17
(7,181,337)
Provisions for liabilities
Provisions
20
303,012
(303,012)
Net liabilities
(9,617,330)
Capital and reserves
Called up share capital
22
167
Share premium account
362,102
Profit and loss reserves
(9,979,599)
Total equity
(9,617,330)

The notes on pages 15 to 30 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 9 August 2024 and are signed on its behalf by:
09 August 2024
H Stevens
Director
Company registration number 14033327 (England and Wales)
TOPSWITCH LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2022
31 December 2022
- 11 -
2022
Notes
£
£
Fixed assets
Investments
12
16,228,719
Current assets
Debtors
15
11,654,152
Creditors: amounts falling due within one year
16
(29,088,316)
Net current liabilities
(17,434,164)
Net liabilities
(1,205,445)
Capital and reserves
Called up share capital
22
167
Share premium account
362,102
Profit and loss reserves
(1,567,714)
Total equity
(1,205,445)

The notes on pages 15 to 30 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,567,714.

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

The financial statements were approved by the board of directors and authorised for issue on 9 August 2024 and are signed on its behalf by:
09 August 2024
H Stevens
Director
Company registration number 14033327 (England and Wales)
TOPSWITCH LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 7 April 2022
-
-
-
-
Period ended 31 December 2022:
Loss and total comprehensive income
-
-
(9,979,599)
(9,979,599)
Issue of share capital
22
167
362,102
-
362,269
Balance at 31 December 2022
167
362,102
(9,979,599)
(9,617,330)

The notes on pages 15 to 30 form part of these financial statements.

TOPSWITCH LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 7 April 2022
-
0
-
0
-
0
-
Period ended 31 December 2022:
Loss and total comprehensive income
-
-
(1,567,714)
(1,567,714)
Issue of share capital
22
167
362,102
-
362,269
Balance at 31 December 2022
167
362,102
(1,567,714)
(1,205,445)

The notes on pages 15 to 30 form part of these financial statements.

TOPSWITCH LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 14 -
2022
Notes
£
£
Cash flows from operating activities
Cash generated from operations
25
10,604,633
Interest paid
(3,350,437)
Income taxes refunded
126,885
Net cash inflow from operating activities
7,381,081
Investing activities
Purchase of tangible fixed assets
(202,542)
Purchase of subsidiaries, net of cash acquired
(13,987,282)
Interest received
6
Net cash used in investing activities
(14,189,818)
Financing activities
Proceeds from issue of shares
362,269
Proceeds from new bank loans
7,078,668
Net cash generated from financing activities
7,440,937
Net increase in cash and cash equivalents
632,200
Cash and cash equivalents at beginning of period
-
0
Cash and cash equivalents at end of period
632,200
Relating to:
Cash at bank and in hand
671,185
Bank overdrafts included in creditors payable within one year
(38,985)

The notes on pages 15 to 30 form part of these financial statements.

TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 15 -
1
Accounting policies
Company information

TopSwitch Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 33 Glasshouse Street, London, United Kingdom, W1B 5DG.

 

The group consists of TopSwitch Limited and all of its subsidiaries.

1.1
Reporting period

This is the first reporting period of the entity and covers the period from incorporation on 7 April 2022 to 31 December 2022. There are therefore no comparative amounts.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 16 -
1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company TopSwitch Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2022. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 17 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
20% straight-line
Fixtures and fittings
33% straight-line
Computers
33% straight-line
Motor vehicles
25% straight-line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 18 -

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 19 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 20 -
1.16
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.19
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

2
Turnover and other revenue
2022
£
Turnover analysed by class of business
Software sales
6,109,348
Hardware sales
371,972
6,481,320
2022
£
Other revenue
Interest income
6
TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 21 -
3
Exceptional item
2022
£
Expenditure
Exceptional items
2,288,274
Exceptional item - Admin costs (incl in Admin range)
43,750
2,332,024

As a result of the purchase of the group headed by TelcoSwitch Limited, there were a number of transaction related costs incurred by the entity, described as follows:

 

 

The above costs are not expected to recur in future years, and therefore they have been show separately on the face of the profit and loss account to aid the comparability of the financial statements.

 

The figures above represent the groups share of these transactions, and there have been adjustments made to the book value of the acquired net assets in line with note 23.

4
Operating loss
2022
£
Operating loss for the period is stated after charging:
Exchange losses
7,903
Depreciation of owned tangible fixed assets
181,457
Amortisation of intangible assets
1,829,343
Loss on disposal of intangible assets
70,470
Operating lease charges
323,126
5
Auditor's remuneration
2022
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
67,250
TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 22 -
6
Employees

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

Group
Company
2022
2022
Number
Number
86
6

Their aggregate remuneration comprised:

Group
Company
2022
2022
£
£
Wages and salaries
4,503,150
-
0
Social security costs
539,349
-
Pension costs
71,767
-
0
5,114,266
-
0
7
Interest receivable and similar income
2022
£
Interest income
Interest on bank deposits
6
8
Interest payable and similar expenses
2022
£
Interest on bank overdrafts and loans
191
Dividends on redeemable preference shares not classified as equity
989,649
Other interest on financial liabilities
654,296
Other interest
1,460,255
Total finance costs
3,104,391
9
Taxation
2022
£
Current tax
UK corporation tax on losses for the current period
(274,613)
TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
9
Taxation
(Continued)
- 23 -

The actual credit for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

2022
£
Loss before taxation
(10,254,212)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00%
(1,948,300)
Tax effect of expenses that are not deductible in determining taxable profit
(5,592)
Unutilised tax losses carried forward
1,921,560
Research and development tax credit
(242,281)
Taxation credit
(274,613)
10
Intangible fixed assets
Group
Goodwill
Development costs
Ipv4 addresses purchased
Total
£
£
£
£
Cost
At 7 April 2022
-
0
-
0
-
0
-
0
Business combinations
31,213,634
-
0
31,081
31,244,715
Additions
165,138
19,089
23,925
208,152
Disposals
-
0
(19,089)
(55,006)
(74,095)
At 31 December 2022
31,378,772
-
0
-
0
31,378,772
Amortisation and impairment
At 7 April 2022
-
0
-
0
-
0
-
0
Business combinations
82,023
-
0
-
0
82,023
Amortisation charged for the period
1,825,718
3,625
-
0
1,829,343
Disposals
-
0
(3,625)
-
0
(3,625)
At 31 December 2022
1,907,741
-
0
-
0
1,907,741
Carrying amount
At 31 December 2022
29,471,031
-
0
-
0
29,471,031
The company had no intangible fixed assets at 31 December 2022.
TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 24 -
11
Tangible fixed assets
Group
Leasehold land and buildings
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
Cost
At 7 April 2022
-
0
-
0
-
0
-
0
-
0
Business combinations
20,388
205,597
796,472
202,382
1,224,839
Additions
-
0
52,370
150,172
-
0
202,542
At 31 December 2022
20,388
257,967
946,644
202,382
1,427,381
Depreciation and impairment
At 7 April 2022
-
0
-
0
-
0
-
0
-
0
Business combinations
10,765
159,435
1,493,297
57,593
2,201,827
Depreciation charged in the period
4,078
68,502
58,281
50,596
181,457
Impairment losses
-
0
-
0
339,539
-
0
339,539
At 31 December 2022
14,843
227,937
604,934
108,189
955,903
Carrying amount
At 31 December 2022
5,545
30,030
341,710
94,193
471,478
The company had no tangible fixed assets at 31 December 2022.
12
Fixed asset investments
Group
Company
2022
2022
Notes
£
£
Investments in subsidiaries
13
-
0
16,228,719
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 7 April 2022
-
Additions
16,228,719
At 31 December 2022
16,228,719
Carrying amount
At 31 December 2022
16,228,719
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2022 are as follows:

TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
13
Subsidiaries
(Continued)
- 25 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
MidSwitch Limited
33 Glasshouse Street, London, W1B 5DG
Ordinary
100.00
-
BidSwitch Limited
33 Glasshouse Street, London, W1B 5DG
Ordinary
-
100.00
TelcoSwitch Limited
Unit 4 Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Ordinary
-
100.00
PBX Hosting Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, GU1 4UG
Ordinary
-
100.00
Suretec Systems Limited
The James Gregory Centre, Campus 2, Balgownie Road, Aberdeen, AB22 8GU
Ordinary
-
100.00
Callswitch Limited
Unit 4 Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Ordinary
-
100.00
Ziron Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, GU1 4UG
Ordinary
-
100.00
TelcoApi Limited
Unit 4 Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Ordinary
-
100.00
FlexiChannels Limited
Unit 4 Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Ordinary
-
100.00
14
Stocks
Group
Company
2022
2022
£
£
Finished goods and goods for resale
29,401
-
0
15
Debtors
Group
Company
2022
2022
Amounts falling due within one year:
£
£
Trade debtors
396,250
-
0
Corporation tax recoverable
242,268
-
0
Amounts owed by group undertakings
-
10,325,178
Other debtors
754,513
10,217
Prepayments and accrued income
737,087
-
0
2,130,118
10,335,395
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
1,318,757
Total debtors
2,130,118
11,654,152
TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 26 -
16
Creditors: amounts falling due within one year
Group
Company
2022
2022
Notes
£
£
Bank loans and overdrafts
18
49,880
-
0
Obligations under finance leases
19
32,838
-
0
Other borrowings
18
27,315,624
27,315,624
Trade creditors
3,123,757
128,747
Gross amounts owed to contract customers
12,617
-
0
Corporation tax payable
94,540
-
0
Other taxation and social security
1,135,927
-
Dividends payable
989,649
989,649
Other creditors
1,154,001
-
0
Accruals and deferred income
997,361
654,296
34,906,194
29,088,316
17
Creditors: amounts falling due after more than one year
Group
Company
2022
2022
Notes
£
£
Bank loans and overdrafts
18
7,067,773
-
0
Obligations under finance leases
19
113,564
-
0
7,181,337
-
18
Loans and overdrafts
Group
Company
2022
2022
£
£
Bank loans
7,078,668
-
0
Bank overdrafts
38,985
-
0
Preference shares
17,481,726
17,481,726
Loans from related parties
9,833,898
9,833,898
34,433,277
27,315,624
Payable within one year
27,365,504
27,315,624
Payable after one year
7,067,773
-
0
TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
18
Loans and overdrafts
(Continued)
- 27 -

The bank loans disclosed above were repaid post year end. As such, there are no borrowings disclosed above for which security was held.

 

Loans from related parties represents loan notes due to the shareholders, which are unsecured and charge interest of 12%. During the period, £654,296 of interest was charged, and is included in the balance due above. The balances can be repaid on demand, or otherwise mature in 2032.

 

19
Finance lease obligations
Group
Company
2022
2022
£
£
Future minimum lease payments due under finance leases:
Within one year
32,838
-
0
In two to five years
113,564
-
0
146,402
-

Finance lease payments represent rentals payable by the company for motor vehicles. Following the year end the assets were returned and associated liabilities were extinguished.

20
Provisions for liabilities
Group
Company
2022
2022
£
£
303,012
-
Movements on provisions:
Group
£
At 7 April 2022
93,917
Additional provisions in the period
209,095
At 31 December 2022
303,012
21
Retirement benefit schemes
2022
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
71,767

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 28 -
22
Share capital
Group and company
2022
2022
Ordinary share capital
Number
£
Issued and fully paid
A ordinary shares of 1p each
11,143
111
B ordinary shares of 1p each
1,075
11
C ordinary shares of 1p each
1,400
14
D ordinary shares of 1p each
3,104
31
16,722
167
2022
2022
Preference share capital
Number
£
Issued and fully paid
A preference shares of £1 each
14,000,845
14,000,845
B preference shares of £1 each
3,480,882
3,480,882
17,481,727
17,481,727
Preference shares classified as liabilities
17,481,727
23
Acquisition of a business

On 30 May 2022 the group acquired 100% percent of the issued capital of TelcoSwitch Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
2,049,931
(1,045,509)
1,004,422
Investments
8,904,827
(8,904,827)
-
Inventories
33,254
-
33,254
Trade and other receivables
3,225,907
255,936
3,481,843
Cash and cash equivalents
479,506
-
479,506
Borrowings
(13,357,438)
111,464
(13,245,974)
Trade and other payables
(7,993,057)
398,480
(7,594,577)
Tax liabilities
(905,321)
-
(905,321)
Total identifiable net assets
(7,562,391)
(9,184,456)
(16,746,847)
Goodwill
31,213,634
Total consideration
14,466,787
TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
23
Acquisition of a business
(Continued)
- 29 -
The consideration was satisfied by:
£
Cash
12,393,930
Legal costs of acquisition
2,072,857
14,466,787

The adjustments arising on acquisition consisted of the following items:

 

The fixed asset register of the acquired group contained a number of errors as follows:

 

The investment values held within TelcoSwitch Limited were removed, given they respresented the investments held in subsidiaries also acquired.

 

Debtor book values were revised to reflect the recoverable amount and remove those balances not deemed recoverable.

 

Director's loan account balances were written off where they were no longer deemend recoverable, and included where additional amounts have been shown to be owing.

Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
6,481,320
Loss after tax
(8,221,490)
24
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2022
2022
£
£
Within one year
470,094
-
Between two and five years
341,960
-
In over five years
9,000
-
821,054
-
TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 30 -
25
Cash generated from group operations
2022
£
Loss for the period after tax
(9,979,599)
Adjustments for:
Taxation credited
(274,613)
Finance costs
3,350,437
Investment income
(6)
Loss on disposal of intangible assets
70,470
Amortisation of intangible assets
1,829,343
Depreciation of tangible fixed assets
181,457
Impairment of tangible and intangible fixed assets at acquisiton
359,172
Increase in provisions
303,012
Movements in working capital:
Decrease in stocks
3,853
Decrease in debtors
13,167,114
Increase in creditors
1,593,993
Cash generated from operations
10,604,633
26
Analysis of changes in net debt - group
7 April 2022
Cash flows
Acquisitions and disposals
31 December 2022
£
£
£
£
Cash at bank and in hand
-
191,680
479,505
671,185
Bank overdrafts
-
0
(38,985)
-
(38,985)
-
152,695
479,505
632,200
Borrowings excluding overdrafts
-
(3,666,592)
(13,245,974)
(16,912,566)
Obligations under finance leases
-
-
(146,402)
(146,402)
-
(3,513,897)
(12,912,871)
(16,426,768)
2022-12-312022-04-07falseCCH SoftwareCCH Accounts Production 2024.100M MansellJ PaulB KayeP LandsmanR LuxR KayN ManningI MartinH Stevensfalse14033327bus:Consolidated2022-04-072022-12-31140333272022-04-072022-12-3114033327bus:Director12022-04-072022-12-3114033327bus:Director22022-04-072022-12-3114033327bus:Director62022-04-072022-12-3114033327bus:Director82022-04-072022-12-3114033327bus:Director92022-04-072022-12-3114033327bus:Director32022-04-072022-12-3114033327bus:Director42022-04-072022-12-3114033327bus:Director52022-04-072022-12-3114033327bus:Director72022-04-072022-12-3114033327bus:RegisteredOffice2022-04-072022-12-3114033327bus:Consolidated2022-12-31140333272022-12-3114033327bus:Consolidated12022-04-072022-12-3114033327core:Goodwillbus:Consolidated2022-12-3114033327core:DevelopmentCostsCapitalisedDevelopmentExpenditurebus:Consolidated2022-12-3114033327core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillbus:Consolidated2022-12-3114033327core:LandBuildingscore:LeasedAssetsHeldAsLesseebus:Consolidated2022-12-3114033327core:FurnitureFittingsbus:Consolidated2022-12-3114033327core:ComputerEquipmentbus:Consolidated2022-12-3114033327core:MotorVehiclesbus:Consolidated2022-12-3114033327core:ShareCapitalbus:Consolidated2022-12-3114033327core:SharePremiumbus:Consolidated2022-12-3114033327core:ShareCapital2022-12-3114033327core:SharePremium2022-12-3114033327core:RetainedEarningsAccumulatedLosses2022-12-3114033327core:RetainedEarningsAccumulatedLossesbus:Consolidated2022-12-3114033327core:ShareCapital2022-04-0614033327core:SharePremium2022-04-0614033327core:RetainedEarningsAccumulatedLosses2022-04-0614033327core:ShareCapitalbus:Consolidated2022-04-072022-12-3114033327core:SharePremiumbus:Consolidated2022-04-072022-12-3114033327core:ShareCapital2022-04-072022-12-3114033327core:SharePremium2022-04-072022-12-3114033327bus:Consolidated2022-04-0614033327core:Goodwill2022-04-072022-12-3114033327core:LandBuildingscore:LongLeaseholdAssets2022-04-072022-12-3114033327core:FurnitureFittings2022-04-072022-12-3114033327core:ComputerEquipment2022-04-072022-12-3114033327core:MotorVehicles2022-04-072022-12-3114033327core:UKTaxbus:Consolidated2022-04-072022-12-3114033327core:Goodwillbus:Consolidated2022-04-0614033327core:DevelopmentCostsCapitalisedDevelopmentExpenditurebus:Consolidated2022-04-0614033327core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillbus:Consolidated2022-04-0614033327core:Goodwillcore:ExternallyAcquiredIntangibleAssetsbus:Consolidated2022-04-072022-12-3114033327core:DevelopmentCostsCapitalisedDevelopmentExpenditurecore:ExternallyAcquiredIntangibleAssetsbus:Consolidated2022-04-072022-12-3114033327core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillcore:ExternallyAcquiredIntangibleAssetsbus:Consolidated2022-04-072022-12-3114033327core:ExternallyAcquiredIntangibleAssetsbus:Consolidated2022-04-072022-12-3114033327core:Goodwillbus:Consolidated2022-04-072022-12-3114033327core:DevelopmentCostsCapitalisedDevelopmentExpenditurebus:Consolidated2022-04-072022-12-3114033327core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillbus:Consolidated2022-04-072022-12-3114033327core:LandBuildingscore:LeasedAssetsHeldAsLesseebus:Consolidated2022-04-0614033327core:FurnitureFittingsbus:Consolidated2022-04-0614033327core:ComputerEquipmentbus:Consolidated2022-04-0614033327core:MotorVehiclesbus:Consolidated2022-04-0614033327core:LandBuildingscore:LeasedAssetsHeldAsLesseebus:Consolidated2022-04-072022-12-3114033327core:FurnitureFittingsbus:Consolidated2022-04-072022-12-3114033327core:ComputerEquipmentbus:Consolidated2022-04-072022-12-3114033327core:MotorVehiclesbus:Consolidated2022-04-072022-12-3114033327core:Subsidiary12022-04-072022-12-3114033327core:Subsidiary22022-04-072022-12-3114033327core:Subsidiary32022-04-072022-12-3114033327core:Subsidiary42022-04-072022-12-3114033327core:Subsidiary52022-04-072022-12-3114033327core:Subsidiary62022-04-072022-12-3114033327core:Subsidiary72022-04-072022-12-3114033327core:Subsidiary82022-04-072022-12-3114033327core:Subsidiary92022-04-072022-12-311403332712022-04-072022-12-3114033327core:CurrentFinancialInstruments2022-12-3114033327core:CurrentFinancialInstrumentsbus:Consolidated2022-12-3114033327core:WithinOneYearbus:Consolidated2022-12-3114033327core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3114033327core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2022-12-3114033327core:Non-currentFinancialInstrumentscore:AfterOneYear2022-12-3114033327core:Non-currentFinancialInstrumentsbus:Consolidated2022-12-3114033327core:Non-currentFinancialInstruments2022-12-3114033327core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2022-12-3114033327core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated12022-12-3114033327core:CurrentFinancialInstrumentscore:WithinOneYear22022-12-3114033327core:WithinOneYear2022-12-3114033327core:BetweenTwoFiveYearsbus:Consolidated2022-12-3114033327core:BetweenTwoFiveYears2022-12-3114033327bus:PrivateLimitedCompanyLtd2022-04-072022-12-3114033327bus:FRS1022022-04-072022-12-3114033327bus:Audited2022-04-072022-12-3114033327bus:ConsolidatedGroupCompanyAccounts2022-04-072022-12-3114033327bus:FullAccountsbus:Consolidated2022-04-072022-12-31xbrli:purexbrli:sharesiso4217:GBP