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REGISTERED NUMBER: 03379831 (England and Wales)















Strategic Report,

Report of the Directors and

Financial Statements for the Year Ended 30 November 2023

for

Simwood eSMS Limited

Simwood eSMS Limited (Registered number: 03379831)






Contents of the Financial Statements
for the Year Ended 30 November 2023




Page

Company Information 1

Strategic Report 0

Report of the Directors 2

Balance Sheet 4

Notes to the Financial Statements 5


Simwood eSMS Limited

Company Information
for the Year Ended 30 November 2023







DIRECTORS: S P Woodhead
J B Souter
C R Chance



REGISTERED OFFICE: Simwood House
Cube M4 Business Park
Old Gloucester Road
Bristol
Gloucestershire
BS16 1FX



REGISTERED NUMBER: 03379831 (England and Wales)



SENIOR STATUTORY AUDITOR: Matthew Baker BA FCA



AUDITORS: Haines Watts Wolverhampton Limited
Statutory Auditors
Keepers Lane
The Wergs
Wolverhampton
West Midlands
WV6 8UA

Simwood eSMS Limited (Registered number: 03379831)

Report of the Directors
for the Year Ended 30 November 2023

The directors present their report with the financial statements of the company for the year ended 30 November 2023.

PRINCIPAL ACTIVITY
Simwood eSMS Limited ("the Company") is a company incorporated in the United Kingdom under the Companies Act. The Company is a private company limited by shares and is registered in England and Wales. The address of the Company's registered office is as shown on page 1.

The Company is wholly owned by Simwood Group PLC.

The collective group ("Simwood", "we", or "us") provides vertically integrated telecommunication services from carrier, through reseller, to end-user.

REVIEW OF BUSINESS
Simwood predominantly sells a complete range of telephony services, including telephone numbers, the ability to complete calls and associated infrastructure as a service, such as hosting telephone numbers for other Network Operators. It derives revenue either from service charges for those services or from call charges. Where calls are involved, revenue and/or cost of sales can be derived from both customers and market counterparties (such as British Telecommunications plc ("BT")) depending on the particular nature of the particular call concerned.

Simwood also operates as an Internet Service Provider utilising its own extensive network not only to convey its own traffic, but also to provide Internet access to customers at all levels. Simwood Networks was incorporated to obtain Code Powers and hold associated fibre-optic assets.

PERFORMANCE
Your attention is drawn to the full accounts for Simwood Group PLC, and in particular the Strategic Report therein.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 December 2022 to the date of this report.

S P Woodhead
J B Souter
C R Chance

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 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 and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

Simwood eSMS Limited (Registered number: 03379831)

Report of the Directors
for the Year Ended 30 November 2023


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Haines Watts Wolverhampton Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





S P Woodhead - Director


21 August 2024

Simwood eSMS Limited (Registered number: 03379831)

Balance Sheet
30 November 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 4 - -
Tangible assets 5 319,221 123,465
319,221 123,465

CURRENT ASSETS
Debtors 6 1,787,520 1,087,672
Cash at bank 84,025 124,109
1,871,545 1,211,781
CREDITORS
Amounts falling due within one year 7 1,352,049 900,915
NET CURRENT ASSETS 519,496 310,866
TOTAL ASSETS LESS CURRENT
LIABILITIES

838,717

434,331

CREDITORS
Amounts falling due after more than one
year

8

(440,956

)

(371,090

)

PROVISIONS FOR LIABILITIES (34,227 ) (30,866 )
NET ASSETS 363,534 32,375

CAPITAL AND RESERVES
Called up share capital 11 3,442 3,442
Share premium 20,051 20,051
Retained earnings 340,041 8,882
SHAREHOLDERS' FUNDS 363,534 32,375

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 21 August 2024 and were signed on its behalf by:





S P Woodhead - Director


Simwood eSMS Limited (Registered number: 03379831)

Notes to the Financial Statements
for the Year Ended 30 November 2023

1. STATUTORY INFORMATION

Simwood eSMS Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Significant judgements and estimates
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Turnover
The turnover shown in the profit and loss account is the amount receivable for the provision of goods and services falling within the Company's activities, net of Value Added Tax, rebates and trade discounts. Turnover from the provision of goods and services is recognised in the accounting period in which the Company obtains the right to consideration in exchange for its performance and when the amounts to be recognised are fixed or determinable and collectability is reasonably assured.

Goodwill
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows:

Goodwill- 10 years straight line

Tangible fixed assets
All fixed assets are initially recorded at cost.

Depreciation

Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows:

Short leasehold & improvements to property- 10% straight line
Plant & Machinery- 25% and 50% straight line
Motor vehicles- 20% reducing balance

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Simwood eSMS Limited (Registered number: 03379831)

Notes to the Financial Statements - continued
for the Year Ended 30 November 2023

2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Current asset investments
The policy is in accordance with fair value accounting where available-for sale investments are recognised and measured at fair value with gains and losses recognised immediately in the profit and loss account. For this purpose listed investments are stated at stock exchange mid-market value on the balance sheet date.

Financial instruments
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 20 (2022 - 18 ) .

Simwood eSMS Limited (Registered number: 03379831)

Notes to the Financial Statements - continued
for the Year Ended 30 November 2023

4. INTANGIBLE FIXED ASSETS
Goodwill
£   
COST
At 1 December 2022
and 30 November 2023 1,674
AMORTISATION
At 1 December 2022
and 30 November 2023 1,674
NET BOOK VALUE
At 30 November 2023 -
At 30 November 2022 -

5. TANGIBLE FIXED ASSETS
Short
leasehold
& improvements
to Plant and Motor
property machinery vehicles Totals
£    £    £    £   
COST
At 1 December 2022 13,620 1,045,361 110,441 1,169,422
Additions - 38,591 302,433 341,024
Disposals - (7,344 ) (110,441 ) (117,785 )
At 30 November 2023 13,620 1,076,608 302,433 1,392,661
DEPRECIATION
At 1 December 2022 13,620 1,004,634 27,703 1,045,957
Charge for year - 28,866 43,897 72,763
Eliminated on disposal - (6,695 ) (38,585 ) (45,280 )
At 30 November 2023 13,620 1,026,805 33,015 1,073,440
NET BOOK VALUE
At 30 November 2023 - 49,803 269,418 319,221
At 30 November 2022 - 40,727 82,738 123,465

Simwood eSMS Limited (Registered number: 03379831)

Notes to the Financial Statements - continued
for the Year Ended 30 November 2023

5. TANGIBLE FIXED ASSETS - continued

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Motor
vehicles
£   
COST
At 1 December 2022 110,441
Additions 302,433
Disposals (110,441 )
At 30 November 2023 302,433
DEPRECIATION
At 1 December 2022 27,703
Charge for year 43,897
Eliminated on disposal (38,585 )
At 30 November 2023 33,015
NET BOOK VALUE
At 30 November 2023 269,418
At 30 November 2022 82,738

6. DEBTORS
2023 2022
£    £   
Amounts falling due within one year:
Trade debtors 266,161 171,977
Amounts owed by group undertakings 1,298,477 740,247
Other debtors 65,086 2,421
Corporation tax recoverable - 46,000
Prepayments and accrued income 88,300 60,723
1,718,024 1,021,368

Amounts falling due after more than one year:
Other debtors 69,496 66,304

Aggregate amounts 1,787,520 1,087,672

7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Bank loans and overdrafts 60,000 60,000
Hire purchase contracts (see note 9) 60,824 29,048
Trade creditors 393,461 263,013
Amounts owed to group undertakings 497,114 -
Taxation and social security 86,204 240,371
Other creditors 254,446 308,483
1,352,049 900,915

Simwood eSMS Limited (Registered number: 03379831)

Notes to the Financial Statements - continued
for the Year Ended 30 November 2023

8. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2023 2022
£    £   
Bank loans 252,174 336,490
Hire purchase contracts (see note 9) 188,782 34,600
440,956 371,090

9. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Hire purchase contracts
2023 2022
£    £   
Net obligations repayable:
Within one year 60,824 29,048
Between one and five years 188,782 34,600
249,606 63,648

Non-cancellable operating leases
2023 2022
£    £   
Within one year 121,210 110,200
Between one and five years 363,630 330,600
In more than five years 220,400 385,650
705,240 826,450

10. SECURED DEBTS

The following secured debts are included within creditors:

2023 2022
£    £   
Bank loans 312,174 396,490
Hire purchase contracts 249,606 63,648
561,780 460,138

HP is secured against the asses to which it relates and bank loans with a fixed and floating charge over the assets of the business.

Bank loans are secured by a fixed and floating charge over the property owned by the company.

Simwood eSMS Limited (Registered number: 03379831)

Notes to the Financial Statements - continued
for the Year Ended 30 November 2023

11. CALLED UP SHARE CAPITAL

Allotted and issued:
Number: Class: Nominal 2023 2022
value: £    £   
34,417 Share capital 1 10p 3,442 3,442

12. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Matthew Baker BA FCA (Senior Statutory Auditor)
for and on behalf of Haines Watts Wolverhampton Limited

13. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 30 November 2023 and 30 November 2022:

2023 2022
£    £   
S P Woodhead
Balance outstanding at start of year (2,001 ) 98,877
Amounts advanced - 49,000
Amounts repaid 2,001 (149,878 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year - (2,001 )