| Cleartone Group Ltd |
| Notes to the Accounts |
| for the year ended 31 January 2025 |
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| 1 |
Accounting policies |
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Basis of preparation |
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The accounts have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the standard). |
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The company and its subsidiary undertakings comprise a small group. The company has taken advantage of the exemption provided by s.399(2A) of the Companies Act 2006 not to prepare group accounts. The financial statements therefore present information about the company as an individual undertaking and not about its group. |
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Operating income |
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Operating income is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Operating income includes revenue earned from the sale of goods and from the rendering of services. Operating income from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Operating income from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. |
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Tangible fixed assets |
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Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset over its expected useful life, as follows: |
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Computer equipment |
over 4 years |
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Motor vehicles |
25% reducing balance |
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Investments |
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Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account. |
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Debtors |
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Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts. |
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Creditors |
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Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. |
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Taxation |
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A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted. |
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Pensions |
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Contributions to defined contribution plans are expensed in the period to which they relate. |
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| 2 |
Employees |
2025 |
|
2024 |
| Number |
Number |
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Average number of persons employed by the company |
1 |
|
1 |
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| 3 |
Tangible fixed assets |
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Computer equipment |
|
Motor vehicles |
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Total |
| £ |
£ |
£ |
|
Cost |
|
At 1 February 2024 |
2,041 |
|
76,829 |
|
78,870 |
|
Additions |
- |
|
89,999 |
|
89,999 |
|
Disposals |
- |
|
(72,250) |
|
(72,250) |
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At 31 January 2025 |
2,041 |
|
94,578 |
|
96,619 |
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Depreciation |
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At 1 February 2024 |
2,041 |
|
63,825 |
|
65,866 |
|
Charge for the year |
- |
|
22,536 |
|
22,536 |
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On disposals |
- |
|
(59,391) |
|
(59,391) |
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At 31 January 2025 |
2,041 |
|
26,970 |
|
29,011 |
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Net book value |
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At 31 January 2025 |
- |
|
67,608 |
|
67,608 |
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At 31 January 2024 |
- |
|
13,004 |
|
13,004 |
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| 4 |
Investments |
| Investments in |
| subsidiary |
| undertakings |
| £ |
|
Cost |
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At 1 February 2024 |
24,530,700 |
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At 31 January 2025 |
24,530,700 |
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Historical cost |
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At 1 February 2024 |
1,786,726 |
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At 31 January 2025 |
1,786,726 |
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In accordance with the provisions of Schedule 4 paragraph 31(3) of the Companies Act 1985, as amended by the Companies Act 2006, the directors have adopted the alternative accounting rules and valued the investment in Cleartone Telecoms Limited at an appropriate value of £24,500,000 as determined by themselves after taking appropriate advice. The valuation has been at fair market price and the reason that this treatment has been adopted is to reflect the excess of the market value of the investment over its historical cost. The valuation is reviewed annually. |
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Subsidiary undertakings and registered offices |
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Cleartone Telecoms Limited |
Cleartone Software Ltd |
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Unit 15 Pontyfelin Industrial Estate |
Units 1-4 Crossley Farm Business Centre |
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New Inn |
Swan Lane |
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Pontypool |
Winterbourne |
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Gwent |
Bristol |
|
NP4 0DQ |
BS36 1RH |
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The aggregate capital and reserves, and profit and loss, of each subsidiary undertaking, for the most recent year ends are detailed below. |
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| Capital and |
Profit (loss) |
|
Company |
Shares held |
reserves |
for the year |
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|
Class |
% |
£ |
£ |
|
Cleartone Telecoms Ltd |
Ordinary |
100 |
|
1,360,849 |
|
512,587 |
|
Cleartone Software Ltd |
Ordinary |
98 |
|
359,853 |
|
296,132 |
|
Cleartone Software Ltd |
A Ordinary |
67 |
As above |
As above |
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| 5 |
Debtors |
2025 |
|
2024 |
| £ |
£ |
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Amounts owed by group undertakings and undertakings in which the company has a participating interest |
|
897,091 |
|
1,081,706 |
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Deferred tax asset |
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|
20,771 |
|
16,327 |
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Other debtors |
47,601 |
|
44,189 |
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|
965,463 |
|
1,142,222 |
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Amounts due after more than one year included above |
931,165 |
|
1,093,298 |
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The amounts owed by group undertakings are repayable on demand, but require a notice period of at least one year. Interest was charged at a market rate of interest, as agreed with the directors. |
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Included within other debtors due after more than one year are interest-free, unsecured loans of £14 (2024 - £14) to Extreme Motocross Limited and £34,060 (2024 - £11,577) to Boxblade Limited, associates by virtue of having been under the common control of a director. The maximum amounts outstanding during the year were £14 and £34,060 respectively. |
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| 6 |
Creditors: amounts falling due within one year |
2025 |
|
2024 |
| £ |
£ |
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Bank loans and overdrafts |
1,235,130 |
|
1,183,550 |
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Taxation and social security costs |
51,460 |
|
59,734 |
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Other creditors |
4,150 |
|
4,075 |
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|
1,290,740 |
|
1,247,359 |
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| 7 |
Loans |
2025 |
|
2024 |
| £ |
£ |
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Creditors include: |
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Secured bank loans |
1,235,130 |
|
1,183,550 |
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The bank overdraft is secured by way of a debenture over the assets and undertakings of the company, from Cleartone Group Limited, Cleartone Software Limited and Cleartone Telecoms Limited, in favour of Handelsbanken. In addition, there is an unlimited inter company composite guarantee to the bank between Cleartone Group Limited, Cleartone Software Limited and Cleartone Telecoms Limited, as well as a counter indemnity by the same three companies. |
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| 8 |
Revaluation reserve |
2025 |
|
2024 |
| £ |
£ |
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At 1 February 2024 |
22,743,974 |
|
22,743,974 |
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At 31 January 2025 |
22,743,974 |
|
22,743,974 |
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| 9 |
Pension commitments |
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The company operates a defined contribution pension scheme for the director. The assets of the scheme are held separately from those of the company in an independently administered fund. |
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| 10 |
Related party transactions |
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During the year the company charged Cleartone Telecoms Limited a licence fee and for management services, on normal commercial terms, to the sum of £14,877 (2024 - £45,613) and £754,493 (2024 - £774,063) respectively. |
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At the balance sheet date, the amount outstanding relating to group undertakings was £897,091 (2024 - £1,081,706) from Cleartone Software Limited. |
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During the year, the company bought services from Boxblade Limited to the value of £304,650 (2024 - £309,783) on normal commercial terms. |
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During the year, dividends of £401,702 were paid to directors of the company with a further £805,000 being paid to Boxbade Limited. |
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| 11 |
Controlling party |
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The ultimate controlling party is Mr RC Hill by virtue of his ownership of 49% of the issued share capital in the company. Mr R C Hill is also the 100% shareholder of another company, Boxblade Limited, which itself owns 21% of the issued share capital in Cleartone Group Limited. |
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| 12 |
Other information |
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Cleartone Group Ltd is a private company limited by shares and incorporated in England. Its registered office is: |
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22/24 Broad Street |
|
Wokingham |
|
RG40 1BA |