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Registered number:
For the Year Ended
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Commscare Group Limited
Company Information
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Commscare Group Limited
Contents
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Commscare Group Limited
Strategic Report
For the Year Ended 31 December 2024
The directors present the strategic report for Commscare Group Limited (the “Company”) for the year ended 31 December 2024.
The principal activity of the Company is to act as a strategic service partner to the IT channel, delivering a comprehensive range of solutions and services that enable partners and their customers to succeed within an evolving IT landscape. The Company focuses on streamlining IT solutions and services across the entire lifecycle, from presales consultancy and professional services through to managed and maintenance support.
During the period, Management remained committed to executing the Company’s long-term strategy, centred on partner enablement, leveraging deep and longstanding vendor and customer relationships, and efficiently bringing its extensive services capabilities to market. In 2024, the Company experienced a period-on-period decline in revenue of 10.5%, predominantly attributable to changing dynamics in the services maintenance market, and hyper-competitive pricing from certain market participants. This largely impacted on the first half of the period, and towards the end of the period Management observed that certain customers who had migrated to lower-cost competitors subsequently chose to return to CommsCare. During this period of reduced maintenance sales, the Company strategically invested in establishing its Cloud Solutions team. The Company now provides a comprehensive suite of cloud services in the UK, including cloud readiness assessments, migration services, managed cloud support, security solutions, backup and disaster recovery, hybrid cloud integration, and Microsoft Azure solutions. This team delivered strongly towards the end of the period, demonstrating strong growth momentum. Future Developments Management remains focused on executing its strategy to drive long-term profitability, underpinned by continued emphasis on partner enablement. The directors are confident that this approach will support growth in both turnover and operating profit in the coming periods.
The execution of the Company’s strategy is subject to the following principal risks:
Competition The Company competes with European and national service providers, resellers, and suppliers employing direct sales models. Management continues to invest in enhancing the Company’s services portfolio and collaborates closely with vendors to provide customers with access to the latest innovations. Credit Exposure The Company offers credit terms to customers in line with market standards, creating an inherent risk of non-payment. All potential customers undergo credit checks and must satisfy pre-acceptance requirements, thereby mitigating credit risk exposure. Personnel The Company recognises that the failure to recruit and retain key personnel may adversely impact the achievement of its strategic objectives. Additionally, regulatory changes and challenges in sourcing qualified employees could disrupt operations or increase operating costs. Measures to mitigate these risks are detailed in the Directors’ Statement on their statutory duties under Section 172(1) of the Companies Act 2006.
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Commscare Group Limited
Strategic Report (continued)
For the Year Ended 31 December 2024
KPI 2024 2023
Period-on-period turnover growth -10.5% -3.4% Operating loss (excluding exceptional) as % of sales -3.54% 3.58%
The directors confirm that they have acted in good faith to promote the success of the Company for the benefit of its members as a whole, with due regard to stakeholders and the matters set out in section 172(1)(a)-(f) of the Companies Act 2006. This statement forms part of the directors’ statement required under section 414CZA.
The Company’s principles, aligned with Ingram Micro’s global ‘Tenets of Success’ (Results, Integrity, Imagination, Courage, Responsibility, and Talent), underpin decision-making processes and guide behaviours to drive the success of business partners and employees alike. Stakeholder Engagement Customers Management maintains close relationships with customers to understand and address their evolving business requirements. Senior management, including directors, meet regularly with key strategic customers to gain insights into their challenges and opportunities. Employees The Company communicates effectively with employees via management structures and periodic business reviews, where senior leaders present updates and host Q&A sessions. In 2024, two Pulse Surveys were conducted, covering Career Development, Diversity & Inclusion, ESG, Innovation, Performance Management, and Quality. Results were reviewed by senior management to inform improvement plans. Employee Development Employees are supported with clear goals, annual performance reviews, and development plans created in collaboration with managers. Access to extensive learning resources and an e-learning portal is available, and managers conduct regular feedback sessions to support progress and engagement. Health and Wellbeing The Company operates a team of trained Mental Health First Aiders and provides access to Ingram Micro’s Employee Assistance Programme, offering 24/7 support, structured counselling, and an online wellbeing portal. Inclusivity The Company is committed to fair and inclusive employment practices, providing equal opportunities for training, development, and promotion. Recruitment and training processes are designed to support inclusivity across all protected characteristics.
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Commscare Group Limited
Strategic Report (continued)
For the Year Ended 31 December 2024
Ethical Conduct
The Company upholds high ethical standards, requiring all employees to complete annual Code of Conduct training and legal compliance certification. Suppliers Key supplier relationships are managed at executive level within Ingram Micro globally, regionally, and locally. Directors and senior management engage directly with suppliers via conferences and business reviews to maintain strong partnerships. Community and Environment The Company is committed to managing its social and environmental impact. Further details are available on Ingram Micro’s corporate website, outlining policies such as the Environmental Stewardship Policy and Supplier Code of Ethics, which apply to all subsidiaries including the Company.
This report was approved by the board and signed on its behalf.
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Commscare Group Limited
Directors' Report
For the Year Ended 31 December 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.
Principal Activities
The principal activity remains as a strategic service partner to the IT channel, providing a wide range of solutions and services across the IT lifecycle, from pre-sales consultancy and professional services to managed and maintenance support.
The loss for the year, after taxation, amounted to £585,176 (2023 - profit £1,512,770).
No dividend was declared in 2024 (2023: £7,500,000).
The directors who served during the year were:
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Commscare Group Limited
Directors' Report (continued)
For the Year Ended 31 December 2024
Third Party Indemnity Provision The Company has granted qualifying third-party indemnity provisions to its directors under the Companies Act 2006, which were in place during the financial period and at the date of this report.
Future developments are discussed in the Strategic Report.
Payment of Creditors Policy It is the Company’s policy to agree terms with suppliers and make payments accordingly, provided suppliers comply with agreed terms. Creditor days at 31 December 2024 were 60 days (2023: 60 days).
The directors retain responsibility for financial risk management, with policies set at corporate level (Ingram Micro Inc.) implemented locally by the finance department, including controls for price, foreign exchange, credit, and liquidity risks.
∙Price risk: Managed via strict inventory turnover, resource utilization and ageing controls.
∙Foreign exchange risk: Minimal, as the Company primarily bills in GBP, although some purchases are in USD and EUR.
∙Credit risk: Mitigated through thorough credit checks and regular reviews of credit limits.
∙Liquidity risk: Managed via an overdraft facility pooled across Ingram Micro Inc. group companies.
No political or charitable donations were made during the period (2023: £1,500).
Information regarding engagement with employees (associates) is included in the Strategic Report.
There have been no post balance sheet events.
The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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Commscare Group Limited
Directors' Report (continued)
For the Year Ended 31 December 2024
This report was approved by the board and signed on its behalf.
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Commscare Group Limited
Independent Auditors' Report to the Members of Commscare Group Limited
We have audited the financial statements of Commscare Group Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
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Commscare Group Limited
Independent Auditors' Report to the Members of Commscare Group Limited (continued)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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Commscare Group Limited
Independent Auditors' Report to the Members of Commscare Group Limited (continued)
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 Auditors' 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. Identifying and assessing potential risks related to irregularities In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
∙The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
∙The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
∙Supporting documentation relating to the Company's policies and procedures for:
- Identifying, evaluating, and complying with laws and regulations - Detecting and responding to the risks of fraud
∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-bribery and Corruption.
Audit response to risks identified Our procedures to respond to the risks identified included the following:
∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
∙Evaluation of management’s controls designed to prevent and detect irregularities.
∙Enquiring of management about any actual and potential litigation and claims.
∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
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Commscare Group Limited
Independent Auditors' Report to the Members of Commscare Group Limited (continued)
We have also considered the risk of fraud through management override of controls by:
∙Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' 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.
for and on behalf of
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
SK1 3GG
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Commscare Group Limited
Statement of Comprehensive Income
For the Year Ended 31 December 2024
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Commscare Group Limited
Registered number: 04580474
Statement of Financial Position
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 29 form part of these financial statements.
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Commscare Group Limited
Statement of Changes in Equity
For the Year Ended 31 December 2024
Statement of Changes in Equity
For the Year Ended 31 December 2023
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Commscare Group Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
Commscare Group Limited (the "Company") is a private company limited by shares and incorporated in England and Wales. The Company's registered office is 8 Cheshire Avenue, Cheshire Business Park, Lostock Gralam, Northwich, Cheshire, CW9 7UA. Its principal activity is the provision of specialist professional, managed, and maintenance IT services to customers throughout the UK.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Ingram Micro Incorporated as at 31 December 2024 and these financial statements may be obtained from Ingram Micro Incorporated, 3351 Michelson Drive, Suite 100, Irvine, CA 92612, USA.
The Company is exempt from the requirement to prepare consolidated financial statements as all of its subsidiaries are permitted to be excluded from consolidation by section 405 of the Companies Act 2006.
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Commscare Group Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
The financial statements have been prepared on a going concern basis, which the directors consider to be appropriate. In making this assessment, the directors have considered the Company’s budgets and cash flow
forecasts for a period of at least 12 months from the date of approval of these financial statements, as well as the current economic environment and the possible effects on the business of reasonably possible changes in trading performance. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements. The directors acknowledge that the assessment of the Company’s ability to continue as a going concern involves a degree of judgement and the preparation of forecasts includes assumptions and estimates that are inherently uncertain. However, after reviewing the Company’s liquidity position and forecast cash flows, the directors have concluded that there are no material uncertainties that cast significant doubt over the Company’s ability to continue as a going concern.
Functional and presentation currency
Transactions and balances
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Commscare Group Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
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Commscare Group Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following bases:
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Commscare Group Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Stock items held but awaiting repair are temporarily adjusted to 50% of their reducing balance until the repair is completed. Once the item has been repaired, its value is restored to the reduced balance. In cases where an item cannot be repaired, it is written off.
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Commscare Group Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially at transaction price and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received in line with FRS 102 section 11. Dividend income is recognised when the right to receive payment is established. Recoverable value of trade debtors The Company has recognised trade debtors with a carrying value of £4,683,575 (2023: £4,345,857). The recoverability of trade debtors is regularly reviewed in the light of available economic information specific to each debtor and specific provisions are recognised for balances considered to be at risk of being irrecoverable. Stock The management of the Company exercises judgement in estimating the useful economic life of stock. Stock is written off over 5 years. The company recognises stock with a carrying value of £3,026,383 (2023: £2,403,842).
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Commscare Group Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
Analysis of turnover by country of destination:
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Commscare Group Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Commscare Group Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
There were no factors that may affect future tax charges.
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Commscare Group Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Commscare Group Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Commscare Group Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Commscare Group Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Commscare Group Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Commscare Group Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
Profit and loss account
The Company, together with other entities within the Group, is a party to a group banking facility that is secured by a fixed and floating charge over the assets of the Company and other Group entities.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £275,750 (2023: £309,336). Contributions totalling £52,334 (2023: £94,541) were payable to the fund at the balance sheet date and are included in creditors.
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Commscare Group Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
The immediate parent undertaking is Ingram Micro (UK) Limited, a company incorporated in the UK, company number 01609968.
The ultimate parent undertaking and controlling party is Ingram Micro Holding Corporation based at 3351 Michelson Drive, Suite 100, Irvine, CA 92612, USA. The shares of Ingram Micro Holding Corporation are publicly traded on the New York Stock Exchange after completion of an initial public offering (“IPO”) in October 2024. Most of the stock is owned by Imola JV Holdings L.P., Delaware, U.S.A. Copies of the consolidated financial statements can be obtained from the investor relations section of the Ingram Micro Inc website - https://ir.ingrammicro .com/
The Company is exempt from the requirement to prepare consolidated financial statements as all of its subsidiaries are required to be excluded from consolidation by section 405 of the Companies Act 2006.
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