Company registration number 14115273 (England and Wales)
THE ONE TOUCH SWITCHING COMPANY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
THE ONE TOUCH SWITCHING COMPANY LIMITED
COMPANY INFORMATION
Directors
Main board
Mr M A Stephens (appointed 14 February 2025)
Mr M A Everett (appointed 26 February 2025)
Mr J J R Chelot (appointed 28 November 2024)
Mr N J J Holland
Mr S M Honap
Mr C A Pollack
Ms J L Prowse
Mr B P Shaw
Ms A B Baide (appointed 27 May 2025)
Alternate Directors
Mr S A C Burckhardt
Mr D M Dods
Mr A J Kernahan
Mr D J Rodman
Mr W I Wadsworth (appointed 20 June 2024)
Mrs N A Rupani (appointed 26 February 2025)
Mr R Granberg (appointed 26 February 2025)
All directors of the Company are non-executive directors.
Secretary
R D Jex
Company number
14115273
Registered office
Gresham House
5-7 St Paul's Street
Leeds
LS1 2JG
Auditors
DJH Audit Limited
Church Court
Stourbridge Road
Halesowen
West Midlands
B63 3TT
Bankers
Metro Bank Plc
One Southampton Row
London
WC1B 5HA
Lloyds Bank
48 High Street
Newmarket
CB8 8LF
THE ONE TOUCH SWITCHING COMPANY LIMITED
CONTENTS
Page
Directors' responsibilities statement
1
Strategic report
2 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 9
Profit and loss account
10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Statement of cash flows
14
Notes to the financial statements
15 - 26
THE ONE TOUCH SWITCHING COMPANY LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -
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 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 surplus or deficit 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;
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 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.
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 surplus or deficit 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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
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.
THE ONE TOUCH SWITCHING COMPANY LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
The Directors present the strategic report for the year ended 31 March 2025.
Review of the business
The primary aim of the Company (The One Touch Switching Company, “TOTSCo”) in the year was to facilitate industry go-live of the One Touch Switch process (“OTS”), through the deployment of the TOTSCo hub, onboarding users, and leading an industry test and trials programme.
This objective was successfully achieved as OTS went live on 12 September 2024. The company continues to meet the service standards it has committed to in contractual agreements with its customers.
At the request of some of its customers, who have agreed to fund the necessary development, the Company commenced work to adapt the TOTSCo hub for use in non-residential switching.
During the year the Company became profitable and generated a positive cashflow from operating activities. TOTSCo is a not-for-profit organisation created and run for the benefit of its members and stakeholders. Profits generated are used to repay the loan. At 31 March 2025 the Company had retained losses of £2,928,607. In October 2024 the Company made its first loan repayment. The Company forecasts to repay the loan by the maturity date of October 2027.
Principal Activities
The Company’s purpose is to deliver switching processes for fixed voice and broadband services in the UK.
The Company has developed and operates a message-exchange platform (“the TOTSCo hub”) that is a central component of the OTS process for residential fixed voice and broadband customers.
In the period ended 31 March 2025 the Company’s activities were focused on:
Achieving OTS go live in September 2024
Operating the TOTSCo hub to meet the OTS requirements
Supporting the integration of new customers
Establishing a billing and payments process
Further improved the Company’s governance commensurate with the transparent and fair management of a complex cross-industry project while respecting the interests of all stakeholders
Reviewing the adaptation of the hub and support services for non-residential switching
Shaping the target operating model for an efficient and effective BAU organisation post go-live
The Board recognises the contribution of all our stakeholders in the progress made during the period and continues to focus on developing ongoing effective standards of engagement with its stakeholders.
Over the next twelve months the Company will continue to develop a switching solution for fixed non-residential broadband and voice making use of the technology developed for OTS.
Key Performance Indicators
The Company’s key metrics are the continued operation of the TOTSCo hub to agreed service levels and within budget.
We measure our progress in achieving our key objective against several financial and non-financial indicators, including user registration and utilisation rates, hub availability and latency, service desk statistics, costs compared to budget, days receivables outstanding and loan facility headroom.
THE ONE TOUCH SWITCHING COMPANY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -
General confirmation of Directors' duties
The Board has a clear framework for determining the matters within its remit and has approved terms of reference for the matters delegated to its committees. Certain financial and strategic thresholds have been determined to identify matters requiring Board consideration and approval. The financial delegations schedule sets out the delegation and approval process across the business.
When making decisions, each Director ensures that he/she acts in the way he/she considers, in good faith, would most likely promote the Company’s long term success for the benefit of its members and stakeholders.
Principal risks and uncertainties
We consider the following primary risks:
Going Concern: The Company has a committed funding facility to enable the development of the TOTSCo hub. During the year the Company became profitable and generated a positive cashflow from operating activities. In October 2024 the Company made its first loan repayment and has made numerous other repayments since. The Company forecasts to repay the loan by the maturity date of October 2027.
Technical operation of the TOTSCo Hub: The Hub needs to be highly available and deliver a low latency for users. The Hub to date has performed very well against technical targets, and there is a constant focus on monitoring and improvement of the Hub to minimize the risk of service interruption.
Cyber Security: The Hub is designed and monitored to minimise the likelihood and potential severity of any attack. There are regular reviews of resilience and the protection of sensitive data in the hub and across all Company systems.
Staff Recruitment and retention: The Company relies on its ability to recruit and retain key personnel in a challenging market.
Key Supplier Failure: Following a full procurement process, the design and delivery of the TOTSCo hub and operations were subcontracted to our technical partner. The Board has reviewed the risk of supplier failure which it considers minimal.
Mr C A Pollack
Director & Chair
14 July 2025
THE ONE TOUCH SWITCHING COMPANY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -
The Directors present their annual report and financial statements for the year ended 31 March 2025.
Principal activities
The principal activity of the Company is the provision of technical services to the telecommunications industry.
Results and dividends
The results for the year are set out on page 10.
Directors
The board of Directors is composed of six Constituency Directors, two Independent Directors and the Independent Chair. Directors may appoint Alternate Directors to act in their absence. The Company's Articles of Association contain details of the composition and appointment of the board of Directors. The Directors who held office during the year and up to the date of signature of the financial statements are listed below.
Independent Directors in office, and appointments and extensions during the year
Mr CA Pollack (Independent Chair, appointed 30 May 2022, extended 2 May 2023)
Mr S M Honap (appointed 1 September 2023)
Ms J L Prowse (appointed 1 September 2023)
Constituency Directors in office, and appointments, resignations and extensions during the year
Mr N J J Holland (Business Focused Providers, appointed 30 May 2022; extended 30 November 2023)
Mr B P Shaw (Large Retail Providers, appointed 30 June 2023)
Ms D A Cheek (Large Retail Providers, resigned 14 February 2025)
Mr M A Stephens (Large Retail Providers, appointed 14 February 2025)
Ms A M Hoitink (Medium Retail Providers, appointed 31 March 2024)
Mr A M Glover (Small Retail Providers, resigned 26 February 2025)
Mr M A Everett (Small Retail Providers, appointed 26 February 2025)
Ms G Ø Sørensen (New Infrastructure Providers, resigned 16 April 2024)
Mr J J R Chelot (New Infrastructure Providers, appointed 16 April 2024; resigned 28 October 2024; appointed 28 November 2024)
Alternate Directors in office, and appointments and resignations during the year
Mr A J Kernahan (appointed by Mr A M Glover on 22 July 2022; appointed by Mr MA Everett 26 February 2025)
Mr M A Stephens (appointed by Mrs D A Cheek on 6 July 2022, resigned on 14 February 2025)
Mr S A C Burckhardt (appointed by Mr N J Holland on 17 April 2023)
Mr D J Rodman (appointed by Mr B P Shaw on 1 December 2023)
Mr D M Dods (appointed by Ms G Ø Sørensen on 22 June 2022; resigned on 16 April 2024; appointed by Mr J R R Chelot on 8 May 2024)
Mr W I Wadsworth (appointed by Mr J R R Chelot on 20 June 2024)
Mrs N A Rupani (appointed by Mr M A Stephens on 26 February 2025)
Mr R Granberg (appointed by Mr M A Stephens on 26 February 2025)
Mr M J Romer (resigned on 16 April 2024)
Constituency Director appointments and resignations after 31 March 2025
Ms A M Hoitink (Medium Retail Providers, resigned 23 May 2025)
Ms A B Baide (Medium Retailers, appointed 27 May 2025)
Alternate Director appointments and resignations after 31 March 2025
Ms A B Baide (resigned 23 May 2025)
Going Concern
THE ONE TOUCH SWITCHING COMPANY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -
In accordance with their responsibility as Directors, the Directors have conducted a thorough review of the Company's ability to continue as a going concern.
The current financial forecasts and projections indicate that there are no material uncertainties that might cast doubt on the Company's ability to continue as a going concern. In particular, the Directors have taken into account the following considerations in our assessment:
Cash generation: In 2024/25 the Company became both profitable and cash generative from operating activities, thereby contributing to the stability of its financial position.
Loan Repayments: In October 2024 the Company started repaying the loan. Since October 2024 the Company has been paying down the loan and not incurring additional debt. In June 2025, the Company repaid a further £600,000 of the loan.
Committed Funding: The organisation has committed long-term funding from a number of communications providers. The facility, which is for a total of £8 million, is repayable in October 2027 and bears interest at SONIA (Sterling Overnight Index Average) plus 2.1%. As at 31st March 2025, the Company had drawn down £5.3 million against the facility. The Company's current forecasts of cashflow and profitability indicate that it will generate sufficient income to cover its costs and generate a sufficient cash surplus to repay its debt facility in full by October 2027.
Based on the information available and considering the above factors, the Directors conclude that there is a reasonable expectation that the Company has adequate resources to continue its operational existence for the foreseeable future. Therefore, the going concern basis of accounting continues to be appropriate in preparing the financial statements.
The Directors will continue to closely monitor the Company's financial position and performance, along with external market conditions, to ensure the continued applicability of the going concern assumption in future periods.
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 Company’s auditor 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 Company’s auditor is aware of that information.
Auditor
Moore Kingston Smith LLP resigned as auditors during the year and DJH Audit Limited were appointed in their place. DJH Audit Limited are deemed to be reappointed under section 487(2) of the Companies Act 2006.
On behalf of the board
Mr C A Pollack
Director
14 July 2025
THE ONE TOUCH SWITCHING COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THE ONE TOUCH SWITCHING COMPANY LIMITED
- 6 -
Opinion
We have audited the financial statements of The One Touch Switching Company Limited (the 'company') for the year ended 31 March 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the Company's affairs as at 31 March 2025 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.
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 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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.
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.
In connection with our audit of the financial statements, 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 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.
Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.
THE ONE TOUCH SWITCHING COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THE ONE TOUCH SWITCHING COMPANY LIMITED
- 7 -
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 Report of the Directors.
We have nothing to report in respect of the following matters where 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.
Responsibilites of Directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 1, 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 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.
THE ONE TOUCH SWITCHING COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THE ONE TOUCH SWITCHING COMPANY LIMITED
- 8 -
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 a Report of the Auditors 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We identify and assess risks of material misstatement of the financial statements, whether due to fraud and error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
the nature of the industry, control environment and business performance;
results of our enquiries of management about their own identification and assessment of the risks of irregularities;
any matters we have identified having reviewed the company's procedures for complying with laws and regulations and whether they were aware of any instances of non-compliance. The key laws and regulations we considered in this context included the Companies Act 2006.
As a result of these procedures we considered the opportunities that may exist within the organisation for fraud resulting in material misstatement in the financial statements.
Our procedures to arrive at this conclusion included the following:
inspecting balance sheet control accounts to ensure properly reconciled;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
enquiring with management concerning actual and potential litigation claims;
addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remains a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of controls.
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 Report of the Auditors.
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 a Report of the Auditors 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.
THE ONE TOUCH SWITCHING COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THE ONE TOUCH SWITCHING COMPANY LIMITED
- 9 -
Mark Howell FCA (Senior Statutory Auditor)
For and on behalf of DJH Audit Limited
14 July 2025
Statutory Auditor
Church Court
Stourbridge Road
Halesowen
West Midlands
B63 3TT
THE ONE TOUCH SWITCHING COMPANY LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
2025
2024
Notes
£
£
Turnover
4
7,605,489
1,648,440
Cost of sales
(2,442,013)
(715,118)
Gross surplus
5,163,476
933,322
Administrative expenses
(3,865,231)
(3,335,978)
Operating surplus/(deficit)
5
1,298,245
(2,402,656)
Interest receivable and similar income
9
20,144
6,429
Interest payable and similar expenses
10
(450,230)
(259,497)
Surplus/(deficit) before taxation
868,159
(2,655,724)
Tax on surplus/(deficit)
11
Surplus/(deficit) for the financial year/period
868,159
(2,655,724)
There was no other comprehensive income for 2025 (2024:£NIL)
The notes on pages 15 to 26 form part of these financial statements.
THE ONE TOUCH SWITCHING COMPANY LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
2025
2024
£
£
Surplus/(deficit) for the year
868,159
(2,655,724)
Other comprehensive income
-
-
Total comprehensive income for the year
868,159
(2,655,724)
The notes on pages 15 to 26 form part of these financial statements.
THE ONE TOUCH SWITCHING COMPANY LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 12 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
12
2,205,520
1,693,268
Tangible assets
13
11,541
14,560
2,217,061
1,707,828
Current assets
Debtors
14
2,565,604
3,486,644
Cash at bank and in hand
1,412,604
1,395,586
3,978,208
4,882,230
Creditors: amounts falling due within one year
15
(3,823,876)
(4,280,552)
Net current assets
154,332
601,678
Total assets less current liabilities
2,371,393
2,309,506
Creditors: amounts falling due after more than one year
16
(5,300,000)
(6,106,272)
Net liabilities
(2,928,607)
(3,796,766)
Reserves
Income and expenditure account
(2,928,607)
(3,796,766)
Members' funds
(2,928,607)
(3,796,766)
The notes on pages 15 to 26 form part of these financial statements.
The financial statements were approved by the board of Directors and authorised for issue on 14 July 2025 and are signed on its behalf by:
Mr C A Pollack
Director
Company registration number 14115273 (England and Wales)
THE ONE TOUCH SWITCHING COMPANY LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 13 -
Income and expenditure
£
Balance at 1 April 2023
(1,141,042)
Year ended 31 March 2024:
Deficit and total comprehensive income
(2,655,724)
Balance at 31 March 2024
(3,796,766)
Year ended 31 March 2025:
Surplus and total comprehensive income
868,159
Balance at 31 March 2025
(2,928,607)
The notes on pages 15 to 26 form part of these financial statements.
THE ONE TOUCH SWITCHING COMPANY LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 14 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash flows used in operating activities
21
1,956,300
(2,054,265)
Interest paid
(470,846)
(170,602)
Net cash inflow/(outflow) from operating activities
1,485,454
(2,224,867)
Investing activities
Purchase of intangible assets
(782,381)
(1,693,268)
Purchase of tangible fixed assets
(6,199)
(10,277)
Interest received
20,144
6,429
Net cash used in investing activities
(768,436)
(1,697,116)
Financing activities
Proceeds from borrowings
1,000,000
4,800,000
Repayment of borrowings
(1,700,000)
Net cash generated from financing activities
(700,000)
4,800,000
Net increase in cash and cash equivalents
17,018
878,017
Cash and cash equivalents at beginning of year
1,395,586
517,569
Cash and cash equivalents at end of year
1,412,604
1,395,586
The notes on pages 15 to 26 form part of these financial statements.
THE ONE TOUCH SWITCHING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 15 -
1
Accounting policies
Company information
The One Touch Switching Company Limited is a private Company limited by guarantee incorporated in England and Wales. The registered office is Gresham House, 5-7 St Paul's Street, Leeds, LS1 2JG.
1.1
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.
1.2
Going concern
In accordance with their responsibility as Directors, the Directors have conducted a thorough review of the Company's ability to continue as a going concern.true
The current financial forecasts and projections indicate that there are no material uncertainties that might cast doubt on the Company's ability to continue as a going concern. In particular, the Directors have taken into account the following considerations in our assessment:
Cash generation: In 2024/25 the Company became both profitable and cash generative from operating activities, thereby contributing to the stability of its financial position.
Loan Repayments: In October 2024 the Company started repaying the loan. Since October 2024 the Company has been paying down the loan and not incurring additional debt.
Committed Funding: The organisation has committed long-term funding from a number of communications providers. The facility, which is for a total of £8 million, is repayable in October 2027 and bears interest at SONIA (Sterling Overnight Index Average) plus 2.1%. As at 31st March 2025, the Company had drawn down £5.3 million against the facility. The Company's current forecasts of cashflow and profitability indicate that it will generate sufficient income to cover its costs and generate a sufficient cash surplus to repay its debt facility in full by October 2027.
Based on the information available and considering the above factors, the Directors conclude that there is a reasonable expectation that the Company has adequate resources to continue its operational existence for the foreseeable future. Therefore, the going concern basis of accounting continues to be appropriate in preparing the financial statements.
The Directors will continue to closely monitor the Company's financial position and performance, along with external market conditions, to ensure the continued applicability of the going concern assumption in future periods.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The Company invoices for unit charges and subscription fees in advance. These amounts are initially recorded as deferred income within liabilities on the balance sheet and recognised as turnover over the period to which they relate. Revenue is recognised on a straight-line basis.
THE ONE TOUCH SWITCHING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 16 -
1.4
Research and development expenditure
In the research phase of an internal project, it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research is recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if, and only if, certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The company’s identifiable software development costs are capitalised to the extent that the technical, commercial and financial feasibility has been demonstrated. Subsequently, these capitalised software development costs are amortised to ‘administrative expenses’ on a straight line basis over their expected useful economic lives. Amortisation begins when the intangible asset is available for use, i.e. when it is in the location and condition necessary for it to be usable in the manner intended by management.
The expected useful economic life of development costs are estimated based on business plans which set out the development plan and time to market for the associated project. If it is not possible to distinguish between the research phase and the development phase of an internal project the expenditure is treated as if it were all incurred in the research phase only.
1.5
Intangible fixed assets other than goodwill
Intangible assets are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation 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 and commences when the asset is brought into use:
Software
20% straight line
1.6
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.
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:
Computer equipment
33% 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 credited or charged to surplus or deficit.
1.7
Impairment of fixed assets
At each reporting period end date, the Company 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.
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 surplus or deficit, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
THE ONE TOUCH SWITCHING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 17 -
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 surplus or deficit, 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.
1.8
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.
1.9
Financial instruments
The Company 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 Company's balance sheet 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.
Basic financial assets
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade debtors and creditors. These are measured at amortised cost and are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in surplus or deficit, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through surplus and deficit, 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 surplus or deficit.
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 surplus or deficit.
THE ONE TOUCH SWITCHING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 18 -
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 Company 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 Company after deducting all of its liabilities.
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.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in surplus or deficit in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company’s contractual obligations expire or are discharged or cancelled.
1.10
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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
THE ONE TOUCH SWITCHING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 19 -
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 the tax rates and laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.
1.11
Retirement benefits
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in the Statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
1.12
Leases
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 leases asset are consumed.
2
Judgements and key sources of estimation uncertainty
In the application of the Company’s accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
THE ONE TOUCH SWITCHING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 20 -
The judgements (apart from those involving estimates) that management has made in the process of applying the Company's accounting policies are as follows:
Recoverability of trade receivables. Trade debtors are measured at transaction price less any impairment. Judgement is required from management in assessing any impairment associated with trade debtor balances. This is applied by management using their knowledge of the business and its customers, the age of the debt, and the credit profile of the customers.
Depreciation and amortisation rates of tangible and intangible fixed assets. Fixed assets are valued at cost less accumulated depreciation and amortisation charged. Judgement is required from management in assessing the economical life of the assets. This is applied by management using their knowledge of the business and usual market conditions.
Software development cost capitalisation and impairment considerations. This includes determining whether the conditions for software development cost capitalisation have been met. Development costs are capitalised when it has been determined that;
the technical feasibility of completing the development project is demonstrated, enabling it to be used or sold;
the Company intends to complete the development and has the ability to do so;
it is probable that the developed asset will generate future economic benefits, either through use or sale;
adequate technical, financial, and other resources are available to complete the development; and,
the costs attributed to the development can be measured reliably.
Management also concludes on the appropriate cut-off period from the initial research phase, in which costs are not capitalised and are expensed as incurred. Subsequent consideration of indicators of impairment of these intangible assets included assessment of the market for the company’s services which continues to grow, driving profitability and will result in positive cash flows, and therefore concluded that no impairment is appropriate. Other factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset.
3
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
22,000
22,000
4
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Membership fees
-
2,850
Subscription fees
28,649
1,050
Unit charges
7,403,343
1,644,540
Business sales
173,497
-
7,605,489
1,648,440
THE ONE TOUCH SWITCHING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
4
Turnover and other revenue
(Continued)
- 21 -
2025
2024
£
£
Other revenue
Interest income
20,144
6,429
5
Operating surplus/(deficit)
2025
2024
Operating surplus/(deficit) for the year is stated after charging:
£
£
Exchange losses
1,509
Fees payable to the Company's auditor for the audit of the Company's financial statements
22,000
22,000
Depreciation of owned tangible fixed assets
9,218
6,941
Amortisation of intangible assets
270,129
-
Operating lease charges
6,981
-
6
Employees
The average monthly number of persons (including three Directors) remunerated by the Company during the year was:
2025
2024
Number
Number
11
8
Their aggregate remuneration comprised:
2025
2024
£
£
Wages and salaries
1,141,917
637,421
Social security costs
127,488
73,444
Pension costs
55,347
16,225
1,324,752
727,090
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
285,360
138,000
THE ONE TOUCH SWITCHING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
7
Directors' remuneration
(Continued)
- 22 -
This relates to the three non executive remunerated directors.
During the year, the highest paid director received remuneration of £211,200.
8
Key Management Personnel compensation
Key management includes the Directors and members of senior management.
During the period, the key management personnel received remuneration of £748,095 (2024: £525,500), plus employer pension contributions of £62,202 (2024: £6,346). Employers National Insurance of £80,538 (2024: £60,043) was charged on the remuneration.
9
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
20,144
6,429
10
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Related party interest on financial liabilities
450,230
259,497
11
Taxation
The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
2025
2024
£
£
Deficit before taxation
868,159
(2,655,724)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
217,040
(663,931)
Tax effect of expenses that are not deductible in determining taxable profit
4
497
Movement in deferred tax not recognised
(217,044)
663,434
Taxation charge for the year
-
-
THE ONE TOUCH SWITCHING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 23 -
12
Intangible fixed assets
Software
£
Cost
At 1 April 2024
1,693,268
Additions
782,381
At 31 March 2025
2,475,649
Amortisation and impairment
At 1 April 2024
Amortisation charged for the year
270,129
At 31 March 2025
270,129
Carrying amount
At 31 March 2025
2,205,520
At 31 March 2024
1,693,268
13
Tangible fixed assets
Computer equipment
£
Cost
At 1 April 2024
22,911
Additions
6,199
At 31 March 2025
29,110
Depreciation and impairment
At 1 April 2024
8,351
Depreciation charged in the year
9,218
At 31 March 2025
17,569
Carrying amount
At 31 March 2025
11,541
At 31 March 2024
14,560
THE ONE TOUCH SWITCHING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 24 -
14
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
2,403,544
2,948,970
Prepayments
162,060
537,674
2,565,604
3,486,644
15
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Other borrowings
17
85,657
Trade creditors
241,036
1,691,716
Taxation and social security
418,184
258,146
Deferred income
2,199,178
1,645,590
Other creditors
16,132
12,399
Accruals
863,689
672,701
3,823,876
4,280,552
Deferred income represents unit charges and subscription fees invoiced but not yet recognised as revenue, and is released to turnover on a straight-line basis over the period to which the fees relate.
16
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Related party borrowings
17
5,300,000
6,106,272
17
Loans and overdrafts
2025
2024
£
£
Loans from related parties
85,657
Related party loans
5,300,000
6,106,272
5,385,657
6,106,272
Payable within one year
85,657
Payable after one year
5,300,000
6,106,272
THE ONE TOUCH SWITCHING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
17
Loans and overdrafts
(Continued)
- 25 -
During the period, loans of £1,000,000 (2024: £4,800,000) were received from lenders (note 20). A total of £1,700,000 (2024: £nil) was repaid during the period. The interest rate on these loans is at SONIA (Sterling Overnight Index Average) plus 2.1%. Accrued interest on this loan is included within the loan balance. The loans are not repayable until 2027.
18
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
55,347
16,225
The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.
19
Members' liability
The Company is limited by guarantee, not having a share capital and consequently the liability of members is limited, subject to an undertaking by each member. Each of the members is liable to contribute an amount not exceeding £1 towards the assets of the Company in the event of liquidation.
20
Related party transactions
Transactions with related parties
The Company entered into a number of transactions with related parties during the period, all of which were on an arm’s length basis, as follows:
The Company has access to a revolving loan facility of £8,000,000 with British Telecommunications PLC, Sky UK Limited, VMED O2 UK Limited and Vodafone Limited, all of which are Members of the Company (note 16). Interest is payable at SONIA (Sterling Overnight Index Average) plus 2.1%.
21
Cash flows from Operating Activities
2025
2024
£
£
Surplus/(deficit) for the year after tax
868,159
(2,655,724)
Adjustments for:
Finance costs
450,230
259,497
Interest income
(20,144)
(6,429)
Amortisation and impairment of intangible assets
270,129
Depreciation and impairment of tangible fixed assets
9,218
6,941
Movements in working capital:
Decrease/(increase) in debtors
921,040
(3,372,347)
(Decrease)/increase in creditors
(1,095,921)
2,068,207
Increase in deferred income
553,588
1,645,590
Cash flows used in operating activities
1,956,299
(2,054,265)
THE ONE TOUCH SWITCHING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 26 -
22
Analysis of changes in net debt
1 April 2024
Cash flows
31 March 2025
£
£
£
Cash at bank and in hand
1,395,586
17,018
1,412,604
Borrowings excluding overdrafts
(6,106,272)
720,615
(5,385,657)
(4,710,686)
737,633
(3,973,053)
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