Company registration number 15717072 (England and Wales)
CS1 MIDCO LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
CS1 MIDCO LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 7
CS1 MIDCO LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
Notes
£
£
Fixed assets
Investments
4
2
Current assets
Debtors
6
8,694,381
Creditors: amounts falling due within one year
7
(822,658)
Net current assets
7,871,723
Total assets less current liabilities
7,871,725
Creditors: amounts falling due after more than one year
8
(8,500,000)
Net liabilities
(628,275)
Capital and reserves
Called up share capital
10
-
0
Share premium account
2
Profit and loss reserves
(628,277)
Total equity
(628,275)

The notes on pages 2 to 7 form part of these financial statements.

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

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

The financial statements were approved by the board of directors and authorised for issue on 23 September 2025 and are signed on its behalf by:
H Stevens
Director
Company Registration No. 15717072
CS1 MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information

CS1 Midco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 33 Glasshouse Street, London, United Kingdom, W1B 5DG.

1.1
Reporting period

The financial statements were prepared for a period from 13 May 2024 to 31 December 2024. This was a short period as it was the first reporting period following incorporation.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This 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:

 

The financial statements contain information about CS1 Midco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company has taken advantage of the exemption conferred by section 400 of the Companies Act 2006 not to produce consolidated financial statements as it is included in the consolidated financial statements of TopSwitch Limited, a UK entity. These consolidated financial statements are available from its registered office, 33 Glasshouse Street, London, United Kingdom, W1B 5DG.

1.3
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

1.4
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.

CS1 MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.5
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 statement of financial position 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

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.

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.

1.6
Equity instruments

Equity instruments issued by the company 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 company.

CS1 MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 4 -
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 directors do not believe there to be any key areas of judgement or key accounting estimates in the current or prior year.

 

 

3
Employees

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

2024
Number
Total
4
4
Fixed asset investments
2024
£
Shares in group undertakings and participating interests
2
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 13 May 2024
-
Additions
2
At 31 December 2024
2
Carrying amount
At 31 December 2024
2
CS1 MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 5 -
5
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
Bidswitch Limited
33 Glasshouse Street, London, W1B 5DG
Holding company
Ordinary
100.00
-
Bob Bidco Limited
33 Glasshouse Street, London, W1B 5DG
Holding company
Ordinary
100.00
-
Nebula Cloud Limited formerly Telcoswitch Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, GU1 4UG
Retail sale of cloud telecommunications
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
Callswitch Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, GU1 4UG
Other telecommunications activities
Ordinary
0
100.00
Suretec Systems Limited
1 Berry Street, Aberdeen, AB25 1HF
Wireless 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
YayYay Group Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, GU1 4UG
Holding company
Ordinary
0
100.00
YayYay Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, GU1 4UG
Provision of software as a service
Ordinary
0
100.00
Namecamp Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, GU1 4UG
Domain name registration and web hosting
Ordinary
0
100.00
Flexichannels Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, GU1 4UG
Dormant
Ordinary
0
100.00
Telcoapi Limited
Unit 4, Riverside Business Park, Walnut Tree Close, Guildford, GU1 4UG
Dormant
Ordinary
0
100.00
6
Debtors
2024
Amounts falling due within one year:
£
Amounts owed by group undertakings
8,297,629
Other debtors
396,752
8,694,381
7
Creditors: amounts falling due within one year
2024
£
Trade creditors
241,144
Amounts owed to group undertakings
581,514
822,658
CS1 MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 6 -
8
Creditors: amounts falling due after more than one year
2024
£
Bank loans and overdrafts
8,500,000
9
Loans and overdrafts
2024
£
Bank loans
8,500,000
Payable after one year
8,500,000

The loan of £8,500,000 from Shawbrook Bank Limited is secured by a fixed and floating charge over all the assets of the company and its subsidiaries.

10
Called up share capital
2024
2024
Ordinary share capital
Number
£
Ordinary of 1p each
6
-
0
6
-
0

On incorporation 2 ordinary shares of GBP 0.01 were issued at par.

 

On 3 June 2024, 4 ordinary shares of GBP 0.01 were issued at premium.

11
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
David Lawrence BSc (Hons) FCA
Statutory Auditor:
Azets Audit Services
12
Related party transactions

Details of company's principal group undertakings are given in note 5. 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 or balances with wholly owned subsidiaries within the group.

CS1 MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 7 -
13
Parent company

The immediate parent company is Bob Midco Limited.

The company's ultimate parent company and controlling party is TopSwitch Limited, a company registered in England and Wales at registered address, 33 Glasshouse Street, London, W1B 5DG. This is also the largest group in which the results of the company are consolidated. Copies of the group financial statements of TopSwitch Limited are available from Companies House, Crown Way, Cardiff, CF14 3UZ.

2024-12-312024-05-13falsefalsefalse23 September 2025CCH SoftwareCCH Accounts Production 2025.100No description of principal activityS IgoutR KayH StevensJ Paul157170722024-05-132024-12-31157170722024-12-3115717072core:CurrentFinancialInstrumentscore:WithinOneYear2024-12-3115717072core:Non-currentFinancialInstrumentscore:AfterOneYear2024-12-3115717072core:CurrentFinancialInstruments2024-12-3115717072core:ShareCapital2024-12-3115717072core:SharePremium2024-12-3115717072core:RetainedEarningsAccumulatedLosses2024-12-3115717072core:ShareCapitalOrdinaryShareClass12024-12-3115717072core:ShareCapitalOrdinaryShares2024-12-3115717072bus:Director32024-05-132024-12-3115717072core:Subsidiary12024-05-132024-12-3115717072core:Subsidiary22024-05-132024-12-3115717072core:Subsidiary32024-05-132024-12-3115717072core:Subsidiary42024-05-132024-12-3115717072core:Subsidiary52024-05-132024-12-3115717072core:Subsidiary62024-05-132024-12-3115717072core:Subsidiary72024-05-132024-12-3115717072core:Subsidiary82024-05-132024-12-3115717072core:Subsidiary92024-05-132024-12-3115717072core:Subsidiary102024-05-132024-12-3115717072core:Subsidiary112024-05-132024-12-3115717072core:Subsidiary122024-05-132024-12-3115717072core:Subsidiary112024-05-132024-12-3115717072core:Subsidiary222024-05-132024-12-3115717072core:Subsidiary332024-05-132024-12-3115717072core:Subsidiary442024-05-132024-12-3115717072core:Subsidiary552024-05-132024-12-3115717072core:Subsidiary662024-05-132024-12-3115717072core:Subsidiary772024-05-132024-12-3115717072core:Subsidiary882024-05-132024-12-3115717072core:Subsidiary992024-05-132024-12-3115717072core:Subsidiary10102024-05-132024-12-3115717072core:Subsidiary11112024-05-132024-12-3115717072core:Subsidiary12122024-05-132024-12-3115717072core:WithinOneYear2024-12-3115717072core:Non-currentFinancialInstruments2024-12-3115717072bus:OrdinaryShareClass12024-05-132024-12-3115717072bus:OrdinaryShareClass12024-12-3115717072bus:AllOrdinaryShares2024-12-3115717072bus:PrivateLimitedCompanyLtd2024-05-132024-12-3115717072bus:FRS1022024-05-132024-12-3115717072bus:Audited2024-05-132024-12-3115717072bus:Director12024-05-132024-12-3115717072bus:Director22024-05-132024-12-3115717072bus:Director42024-05-132024-12-3115717072bus:SmallCompaniesRegimeForAccounts2024-05-132024-12-3115717072bus:FullAccounts2024-05-132024-12-31xbrli:purexbrli:sharesiso4217:GBP