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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 2024

for

Simwood eSMS Limited

Simwood eSMS Limited (Registered number: 03379831)






Contents of the Financial Statements
for the Year Ended 30 November 2024




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 2024







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 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 2024

The directors present their report with the financial statements of the company for the year ended 30 November 2024.

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 2023 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 2024


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.

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


4 August 2025

Simwood eSMS Limited (Registered number: 03379831)

Balance Sheet
30 November 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 4 - -
Tangible assets 5 247,326 319,221
247,326 319,221

CURRENT ASSETS
Debtors 6 2,320,297 1,787,520
Cash at bank 37,187 84,025
2,357,484 1,871,545
CREDITORS
Amounts falling due within one year 7 1,993,276 1,352,049
NET CURRENT ASSETS 364,208 519,496
TOTAL ASSETS LESS CURRENT
LIABILITIES

611,534

838,717

CREDITORS
Amounts falling due after more than one
year

8

(240,805

)

(440,956

)

PROVISIONS FOR LIABILITIES (19,699 ) (34,227 )
NET ASSETS 351,030 363,534

CAPITAL AND RESERVES
Called up share capital 11 3,442 3,442
Share premium 20,051 20,051
Retained earnings 327,537 340,041
SHAREHOLDERS' FUNDS 351,030 363,534

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 4 August 2025 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 2024

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.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

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 2024

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 (2023 - 20 ) .

Simwood eSMS Limited (Registered number: 03379831)

Notes to the Financial Statements - continued
for the Year Ended 30 November 2024

4. INTANGIBLE FIXED ASSETS
Goodwill
£   
COST
At 1 December 2023
and 30 November 2024 1,674
AMORTISATION
At 1 December 2023
and 30 November 2024 1,674
NET BOOK VALUE
At 30 November 2024 -
At 30 November 2023 -

5. TANGIBLE FIXED ASSETS
Short
leasehold
& improvements
to Plant and Motor
property machinery vehicles Totals
£    £    £    £   
COST
At 1 December 2023 13,620 1,076,608 302,433 1,392,661
Additions - 9,694 - 9,694
Disposals - (3,335 ) - (3,335 )
At 30 November 2024 13,620 1,082,967 302,433 1,399,020
DEPRECIATION
At 1 December 2023 13,620 1,026,805 33,015 1,073,440
Charge for year - 24,371 53,883 78,254
At 30 November 2024 13,620 1,051,176 86,898 1,151,694
NET BOOK VALUE
At 30 November 2024 - 31,791 215,535 247,326
At 30 November 2023 - 49,803 269,418 319,221

Simwood eSMS Limited (Registered number: 03379831)

Notes to the Financial Statements - continued
for the Year Ended 30 November 2024

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 2023
and 30 November 2024 302,433
DEPRECIATION
At 1 December 2023 33,015
Charge for year 53,883
At 30 November 2024 86,898
NET BOOK VALUE
At 30 November 2024 215,535
At 30 November 2023 269,418

6. DEBTORS
2024 2023
£    £   
Amounts falling due within one year:
Trade debtors 121,644 266,161
Amounts owed by group undertakings 1,853,854 1,298,477
Other debtors 74,957 65,086
Corporation tax recoverable 73,364 -
Prepayments and accrued income 126,982 88,300
2,250,801 1,718,024

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

Aggregate amounts 2,320,297 1,787,520

7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Bank loans and overdrafts 60,000 60,000
Hire purchase contracts (see note 9) 68,641 60,824
Trade creditors 165,745 393,461
Amounts owed to group undertakings 1,254,907 497,114
Taxation and social security 79,205 86,204
Other creditors 364,778 254,446
1,993,276 1,352,049

Simwood eSMS Limited (Registered number: 03379831)

Notes to the Financial Statements - continued
for the Year Ended 30 November 2024

8. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2024 2023
£    £   
Bank loans 120,047 252,174
Hire purchase contracts (see note 9) 120,758 188,782
240,805 440,956

9. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Hire purchase contracts
2024 2023
£    £   
Net obligations repayable:
Within one year 68,641 60,824
Between one and five years 120,758 188,782
189,399 249,606

Non-cancellable operating leases
2024 2023
£    £   
Within one year 121,210 121,210
Between one and five years 484,840 363,630
In more than five years - 220,400
606,050 705,240

10. SECURED DEBTS

The following secured debts are included within creditors:

2024 2023
£    £   
Bank loans 180,047 312,174
Hire purchase contracts 189,399 249,606
369,446 561,780

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 2024

11. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
34,417 Ordinary 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 FCA (Senior Statutory Auditor)
for and on behalf of Haines Watts Wolverhampton Limited

13. ULTIMATE CONTROLLING PARTY

The directors regard Simwood Group PLC, a company registered in England and Wales, as the ultimate parent undertaking. S Woodhead is considered to be the ultimate controlling party by virtue of his controlling interest in the share capital of the ultimate parent undertaking.