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

The directors present the strategic report for the year ended 31 December 2024.

Review of the business

Topswitch ("the Group") provides Unified Communications as a Service (UCaaS) and Voice Over IP (VOIP) solutions. On 3rd June 2024, the Group acquired Bob Topco Ltd and its subsidiaries to further its growth and to support the strategy of strengthening the Group's software product offering.

During 2024, the Group continued to invest in developing its software products to cater to the requirements of its users. In particular, the Group saw success in its transition to a recurring revenue model. This underpinned revenue growth for the Group, with revenues growing to £13.9m in 2024 from £11.4m in 2023 (representing 22% growth). The Group generated an operating loss of £2.4m in 2024, compared to an operating loss of £4.6m in 2023. The Group incurred a net loss of £7.4m in 2024, compared to a net loss of £7.6m in 2023. These results were impacted by exceptional costs associated with the acquisition of Bob Topco Ltd and an associated restructuring of borrowings.

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 and the capability of its software in order to remain competitive, retain existing and acquire new customers.

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. 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.

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 operating profit 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.

TOPSWITCH LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Future developments

On 3rd June 2024, the Group acquired Bob Topco Ltd and its subsidiaries to further its growth and to support the strategy of strengthening the Group's software product offering

 

On behalf of the board

H Stevens
Director
23 September 2025
TOPSWITCH LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

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

Results and dividends

The results for the year 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 year and up to the date of signature of the financial statements were as follows:

M Mansell
J Paul
(Resigned 13 November 2024)
R Kay
I Martin
H Stevens
(Appointed 8 April 2024)
S Igout
(Appointed 13 November 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
23 September 2025
TOPSWITCH LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 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 year ended 31 December 2024 which comprise 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:

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.

Opinions on other matters prescribed by the Companies Act 2006

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

TOPSWITCH LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TOPSWITCH LIMITED
- 6 -
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
23 September 2025
Chartered Accountants
Statutory Auditor
Ashcombe Court
Woolsack Way
Godalming
England
GU7 1LQ
TOPSWITCH LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
as restated
Notes
£
£
Turnover
2
13,931,888
11,418,318
Cost of sales
(5,892,378)
(6,547,634)
Gross profit
8,039,510
4,870,684
Administrative expenses
(10,193,342)
(8,952,336)
Other operating income
2,305
2,306
Exceptional item
3
(208,320)
(525,038)
Operating loss
4
(2,359,847)
(4,604,384)
Interest receivable and similar income
8
8,709
121,650
Interest payable and similar expenses
9
(4,996,995)
(3,146,501)
Loss before taxation
(7,348,133)
(7,629,235)
Tax on loss
10
(42,068)
9,705
Loss for the financial year
(7,390,201)
(7,619,530)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The notes on pages 14 to 31 form part of these financial statements.

TOPSWITCH LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
11
31,878,175
18,832,113
Other intangible assets
11
13,373
-
0
Total intangible assets
31,891,548
18,832,113
Tangible assets
12
122,464
144,795
32,014,012
18,976,908
Current assets
Debtors
15
2,327,186
1,716,131
Cash at bank and in hand
1,587,295
1,360,023
3,914,481
3,076,154
Creditors: amounts falling due within one year
16
(51,903,532)
(39,019,592)
Net current liabilities
(47,989,051)
(35,943,438)
Total assets less current liabilities
(15,975,039)
(16,966,530)
Creditors: amounts falling due after more than one year
17
(8,648,562)
(16,023)
Provisions for liabilities
Provisions
19
-
0
254,307
Deferred tax liability
20
3,295
-
0
(3,295)
(254,307)
Net liabilities
(24,626,896)
(17,236,860)
Capital and reserves
Called up share capital
22
332
167
Share premium account
362,102
362,102
Profit and loss reserves
(24,989,330)
(17,599,129)
Total equity
(24,626,896)
(17,236,860)

The notes on pages 14 to 31 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 23 September 2025 and are signed on its behalf by:
23 September 2025
H Stevens
Director
Company registration number 14033327 (England and Wales)
TOPSWITCH LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Investments
13
11,079,406
16,228,719
Current assets
Debtors
15
13,421,148
12,681,666
Creditors: amounts falling due within one year
16
(45,889,890)
(32,984,321)
Net current liabilities
(32,468,742)
(20,302,655)
Net liabilities
(21,389,336)
(4,073,936)
Capital and reserves
Called up share capital
22
332
167
Share premium account
362,102
362,102
Other reserves
-
0
145,063
Profit and loss reserves
(21,751,770)
(4,581,268)
Total equity
(21,389,336)
(4,073,936)

The notes on pages 14 to 31 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 £17,170,502 (2023 - £3,013,554 loss).

The financial statements were approved by the board of directors and authorised for issue on 23 September 2025 and are signed on its behalf by:
23 September 2025
H Stevens
Director
Company registration number 14033327 (England and Wales)
TOPSWITCH LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
As restated for the period ended 31 December 2023:
Balance at 1 January 2023
167
362,102
(9,979,599)
(9,617,330)
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(7,619,530)
(7,619,530)
Balance at 31 December 2023
167
362,102
(17,599,129)
(17,236,860)
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
(7,390,201)
(7,390,201)
Issue of share capital
22
165
-
0
-
165
Balance at 31 December 2024
332
362,102
(24,989,330)
(24,626,896)

The notes on pages 14 to 31 form part of these financial statements.

TOPSWITCH LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Share premium account
Other Reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
As restated for the period ended 31 December 2023:
Balance at 1 January 2023
167
362,102
-
(1,567,714)
(1,205,445)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
-
(3,013,554)
(3,013,554)
Transfers
-
-
145,063
-
145,063
Balance at 31 December 2023
167
362,102
145,063
(4,581,268)
(4,073,936)
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
-
(17,170,502)
(17,170,502)
Issue of share capital
22
165
-
0
-
-
165
Transfers
-
-
(145,063)
-
(145,063)
Balance at 31 December 2024
332
362,102
-
(21,751,770)
(21,389,336)

The notes on pages 14 to 31 form part of these financial statements.

TOPSWITCH LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
2024
2023
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
25
2,198,822
(1,709,879)
Income taxes (paid)/refunded
(160,972)
162,789
Net cash inflow/(outflow) from operating activities
2,037,850
(1,547,090)
Investing activities
Purchase of intangible assets
(13,716)
Purchase of tangible fixed assets
(42,776)
(6,525)
Purchase of subsidiaries, net of cash acquired
240,360
7,500,000
Interest received
8,709
121,650
Net cash generated from investing activities
192,577
7,615,125
Financing activities
Proceeds from borrowings
-
1,823,483
Repayment of bank loans
(1,294,632)
(7,052,290)
Payment of finance leases obligations
-
(146,402)
Interest paid
(708,523)
(1,463)
Net cash used in financing activities
(2,003,155)
(5,376,672)
Net increase in cash and cash equivalents
227,272
691,363
Cash and cash equivalents at beginning of year
1,360,023
668,660
Cash and cash equivalents at end of year
1,587,295
1,360,023

The notes on pages 14 to 31 form part of these financial statements.

TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
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 .

 

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

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.

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:

 

1.2
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).

 

All financial statements are made up to 31 December 2024. 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.

1.3
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.

TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.4
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.

1.5
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.

1.6
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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:

Domain names
10% straight line
1.7
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:

Fixtures and fittings
33% straight-line
Computers
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 recognised in the profit and loss account.

TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.8
Fixed asset investments

In the parent company financial statements, investments in subsidiaries, both held directly and indirectly, 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.

1.9
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.

1.10
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.

1.11
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.

TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
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.

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.

TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.12
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.

1.13
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.

1.14
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.

1.15
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.

1.16
Retirement benefits

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

TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.17
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 leased asset are consumed.

2
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Software sales
12,969,446
10,452,232
Hardware sales
962,442
966,086
13,931,888
11,418,318
2024
2023
£
£
Other revenue
Interest income
8,709
121,650
3
Exceptional item
2024
2023
£
£
Expenditure
Exceptional items
208,320
525,038
208,320
525,038

As a result of the purchase of the group headed by Bob Topco Limited and subsequent group restructuring, there were a number of legal and professional fees incurred by the group during the year. These costs are not expected to recur in future years, and therefore have been shown separately on the face of the profit and loss account.

 

In the prior year, execptional costs were legal and tax related costs incurred as a result of the purchase of the group headed by TelcoSwitch Limited in 2022.

 

4
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange gains
(2,145)
(4,617)
Depreciation of owned tangible fixed assets
81,508
116,852
Loss on disposal of tangible fixed assets
557
59,660
Amortisation of intangible assets
4,135,936
3,138,918
Operating lease charges
240,325
283,058
TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
80,350
58,500
6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
69
57
5
4

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
3,669,193
2,707,005
116,106
74,148
Social security costs
383,156
351,666
-
9,918
Pension costs
66,620
73,920
-
0
-
0
4,118,969
3,132,591
116,106
84,066
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
500,296
84,066
Company pension contributions to defined contribution schemes
9,908
-
510,204
84,066
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
292,000
-
Company pension contributions to defined contribution schemes
1,321
-
TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Directors' remuneration
(Continued)
- 21 -

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 0).

8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
613
120,342
Other interest income
8,096
1,308
Total income
8,709
121,650
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
708,523
1,463
Dividends on redeemable preference shares not classified as equity
2,639,506
1,798,859
Other interest on financial liabilities
1,648,966
1,346,179
Total finance costs
4,996,995
3,146,501
10
Taxation
2024
2023
£
£
Current tax
Adjustments in respect of prior periods
42,068
(9,705)
TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 22 -

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

2024
2023
£
£
Loss before taxation
(7,348,133)
(7,629,235)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
(1,837,033)
(1,907,309)
Tax effect of expenses that are not deductible in determining taxable profit
1,003,321
-
0
Tax effect of utilisation of tax losses not previously recognised
(223,654)
-
0
Unutilised tax losses carried forward
91,220
1,897,604
Change in unrecognised deferred tax assets
(44,835)
-
0
Adjustments in respect of prior years
42,069
-
0
Permanent capital allowances in excess of depreciation
5,033
-
0
Amortisation on assets not qualifying for tax allowances
1,028,459
-
0
Other adjustments
(22,512)
-
0
Taxation charge/(credit)
42,068
(9,705)
11
Intangible fixed assets
Group
Goodwill
Other intangibles
Total
£
£
£
Cost
At 1 January 2024
23,878,772
-
0
23,878,772
Additions - internally developed
-
0
13,716
13,716
Business combinations
17,177,454
73,014
17,250,468
At 31 December 2024
41,056,226
86,730
41,142,956
Amortisation and impairment
At 1 January 2024
5,046,659
-
0
5,046,659
Amortisation charged for the year
4,131,392
4,544
4,135,936
Business combinations
-
68,813
68,813
At 31 December 2024
9,178,051
73,357
9,251,408
Carrying amount
At 31 December 2024
31,878,175
13,373
31,891,548
At 31 December 2023
18,832,113
-
0
18,832,113
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
12
Tangible fixed assets
Group
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2024
68,773
237,763
306,536
Additions
737
42,039
42,776
Business combinations
28,871
54,337
83,208
Disposals
-
0
(1,840)
(1,840)
At 31 December 2024
98,381
332,299
430,680
Depreciation and impairment
At 1 January 2024
37,667
124,074
161,741
Depreciation charged in the year
14,537
66,971
81,508
Eliminated in respect of disposals
-
0
(1,840)
(1,840)
Business combinations
22,353
44,454
66,807
At 31 December 2024
74,557
233,659
308,216
Carrying amount
At 31 December 2024
23,824
98,640
122,464
At 31 December 2023
31,106
113,689
144,795
The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
11,079,406
16,228,719
TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Fixed asset investments
(Continued)
- 24 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
16,228,719
Additions
8,914,915
Impact of discounting
(306,083)
Disposals
(13,758,145)
At 31 December 2024
11,079,406
Carrying amount
At 31 December 2024
11,079,406
At 31 December 2023
16,228,719
TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
MidSwitch Limited
33 Glasshouse Street, London, W1B 5DG
Holding company
Ordinary
100.00
-
BidSwitch Limited
33 Glasshouse Street, London, W1B 5DG
Holding company
Ordinary
0
100.00
Nebula Cloud Limited
Unit 4 Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Wireless telecommunications activities
Ordinary
0
100.00
PBX Hosting Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, GU1 4UG
Wireless telecommunications activities
Ordinary
0
100.00
Suretec Systems Limited
1 Berry Street, Aberdeen, AB25 1HF
Wireless telecommunications activities
Ordinary
0
100.00
Callswitch Limited
Unit 4 Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Other telecommunications activities
Ordinary
0
100.00
Ziron Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, GU1 4UG
Other telecommunications activities
Ordinary
0
100.00
TelcoApi Limited
Unit 4 Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Dormant
Ordinary
0
100.00
FlexiChannels Limited
Unit 4 Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Dormant
Ordinary
0
100.00
Yayyay Limited
Unit 4 Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Provision of software as a service
Ordinary
0
100.00
Yayyay Group Limited
Unit 4 Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Holding company
Ordinary
0
100.00
Namecamp Limited
Unit 4 Riverside Business Park, Walnut Tree Close, Guildford, England, GU1 4UG
Domain name registration and web hosting
Ordinary
0
100.00
Bob Topco Limited
33 Glasshouse Street, London, W1B 5DG
Holding company
Ordinary
0
100.00
Bob Midco Limited
33 Glasshouse Street, London, W1B 5DG
Holding company
Ordinary
0
100.00
Bob Bidco Limited
33 Glasshouse Street, London, W1B 5DG
Holding company
Ordinary
0
100.00
TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
15
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
772,248
648,086
-
0
-
0
Corporation tax recoverable
154,346
-
0
-
0
-
0
Amounts owed by group undertakings
-
-
11,072,239
11,167,116
Other debtors
260,846
304,416
724,069
50,730
Prepayments and accrued income
1,139,746
763,629
-
0
-
0
2,327,186
1,716,131
11,796,308
11,217,846
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
-
1,624,840
1,463,820
Total debtors
2,327,186
1,716,131
13,421,148
12,681,666
16
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
18
10,616
1,294,633
-
0
-
0
Other borrowings
18
38,553,664
27,854,829
36,930,325
27,854,829
Trade creditors
1,574,519
3,086,812
5,827
340,508
Gross amounts owed to contract customers
9,441
9,441
-
0
-
0
Corporation tax payable
5,356
5,356
-
0
-
0
Other taxation and social security
1,035,425
663,778
-
-
Dividends payable
5,428,014
2,788,508
5,428,014
2,788,508
Other creditors
604,583
771,893
-
0
-
0
Accruals and deferred income
4,681,914
2,544,342
3,525,724
2,000,476
51,903,532
39,019,592
45,889,890
32,984,321
17
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
18
8,505,408
16,023
-
0
-
0
Other creditors
143,154
-
0
-
0
-
0
8,648,562
16,023
-
-
TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
18
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
8,516,024
1,310,656
-
0
-
0
Preference shares
26,557,222
17,481,726
26,557,222
17,481,726
Loans from related parties
11,996,442
10,373,103
10,373,103
10,373,103
47,069,688
29,165,485
36,930,325
27,854,829
Payable within one year
38,564,280
29,149,462
36,930,325
27,854,829
Payable after one year
8,505,408
16,023
-
0
-
0

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% and 15%. During the year £1,623,339 of loan notes at an interest rate of 15% were acquired as part of the acquisition of the group headed by Bob Topco Limited. £2,864,981 of interest was charged during the year. The balances can be repaid on demand, or otherwise mature in 2032.

 

19
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£
£
£
£
-
254,307
-
-
Movements on provisions:
Group
£
At 1 January 2024
254,307
Utilisation of provision
(254,307)
At 31 December 2024
-

Provisions are made in relation to customer deposits for handset sales. It is expected that most of this expenditure will be incurred within the next financial year.

TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
3,295
-
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 January 2024
-
-
Charge to profit or loss
3,295
-
Liability at 31 December 2024
3,295
-

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
66,620
73,920

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.

22
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A ordinary shares of 1p each
22,815
11,143
228
111
B ordinary shares of 1p each
1,395
1,075
14
11
C ordinary shares of 1p each
2,800
1,400
28
14
D ordinary shares of 1p each
6,208
3,104
62
31
33,218
16,722
332
167
TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
22
Share capital
(Continued)
- 29 -
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
A preference shares of £1 each
23,076,340
14,000,845
23,076,340
14,000,845
B preference shares of £1 each
3,480,882
3,480,882
3,480,882
3,480,882
26,557,222
17,481,727
26,557,222
17,481,727
Preference shares classified as liabilities
26,557,222
17,481,727
23
Acquisition of a business

On 3 June 2024 the group acquired 100% percent of the issued capital of Bob Topco Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
4,239
-
4,239
Property, plant and equiqment
16,349
-
16,349
Debtors
12,971,302
54,545
13,025,847
Cash and cash equivalents
240,360
-
240,360
Corporation tax recoverable
35,442
-
35,442
Bank loans
(8,500,000)
-
(8,500,000)
Creditors
(12,974,712)
(61,775)
(13,036,487)
Deferred tax
(3,295)
-
(3,295)
Total identifiable net assets
(8,210,315)
(7,230)
(8,217,545)
Goodwill
17,177,454
Total consideration
8,959,909
The consideration was satisfied by:
£
Issue of shares
8,915,080
Legal fees
44,829
8,959,909
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
1,843,918
Loss after tax
(321,122)
TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
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
2024
2023
2024
2023
£
£
£
£
Within one year
120,000
158,980
-
-
Between two and five years
33,000
45,000
-
-
153,000
203,980
-
-
25
Cash generated from/(absorbed by) group operations
2024
2023
£
£
Loss for the year after tax
(7,390,201)
(7,619,530)
Adjustments for:
Taxation charged/(credited)
42,068
(9,705)
Finance costs
4,996,995
3,146,501
Investment income
(8,709)
(121,650)
(Gain)/loss on disposal of tangible fixed assets
-
216,356
Amortisation and impairment of intangible assets
4,135,936
3,138,918
Depreciation and impairment of tangible fixed assets
81,508
116,852
Decrease in provisions
(254,307)
(48,705)
Movements in working capital:
Decrease in stocks
-
29,401
(Increase)/decrease in debtors
12,569,138
171,719
Decrease in creditors
(11,973,606)
(730,036)
Cash generated from/(absorbed by) operations
2,198,822
(1,709,879)
26
Analysis of changes in net debt - group
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
1,360,023
227,272
1,587,295
Borrowings excluding overdrafts and preference shares
(11,683,759)
(8,828,707)
(20,512,466)
(10,323,736)
(8,601,435)
(18,925,171)
TOPSWITCH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
27
Prior period adjustment
Reconciliation of changes in equity - group
1 January
31 December
2023
2023
£
£
Adjustments to prior year
Cost amendment
-
(7,500,000)
Equity as previously reported
(9,617,330)
(9,736,860)
Equity as adjusted
(9,617,330)
(17,236,860)
Analysis of the effect upon equity
Profit and loss reserves
-
(7,500,000)
Reconciliation of changes in loss for the previous financial period
2023
£
Adjustments to prior year
Cost amendment
(7,500,000)
Loss as previously reported
(119,530)
Loss as adjusted
(7,619,530)
Notes to reconciliation
Cost amendment

In September 2023, the group received a £7.5m settlement in respect of an insurance claim in relation to an insurance policy taken out when it acquired the group headed by Telcoswitch Limited on 31 May 2022. The settlement of £7.5m has been set against the cost of investment.

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