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REGISTERED NUMBER: 03413872 (England and Wales)















STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

FOR

MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED

MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED (REGISTERED NUMBER: 03413872)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025




Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Statement of Comprehensive Income 9

Balance Sheet 10

Statement of Changes in Equity 11

Cash Flow Statement 12

Notes to the Cash Flow Statement 13

Notes to the Financial Statements 14


MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 30 APRIL 2025







Directors: Mr M Liley
Mrs T L Jeffrey
Mr S P Rathborne



Secretary: Mrs T L Jeffrey



Registered office: 10 Stadium Business Court
Millennium Way
Pride Park
Derby
DE24 8HP



Registered number: 03413872 (England and Wales)



Auditors: TC Group
Statutory Auditor
10 Stadium Business Court
Millennium Way
Pride Park
Derby
DE24 8HP



Bankers: Barclays Bank
High Street
Nottingham
NG1 2EN

MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED (REGISTERED NUMBER: 03413872)

STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2025

The directors present their strategic report for the year ended 30 April 2025.

Principal activity and business review
The principal activity of the company during the year was the distribution and retailing of mobile phones, associated equipment and service and airtime connections.

The financial period saw the company focussing on EE and BT products and services through a growing network of independent resellers.

Development and performance
The market continues to be competitive and consolidation has significantly increased resulting in opportunity for growth.


During the year there has been a sustained on new partner acquisition, especially in non-mobile channels. The staff base has remained reasonably static with personal development plans in place. The comprehensive learning and development programme continues to demonstrate success.

The relationship between Midland and BT remains strong. The IT platform, JEM, has developed significantly, in part, to accommodate network proposition changes with new reporting and an improved retention tool for partners to facilitate the continued drive for low customer churn. Further changes have been developed in the last year, resulting in a more streamlined, intuitive tool for partners and staff alike.

The customer base size was net positive during the period, particularly through upgrades on EE that were originally on Mdee's base. Large volume deals have become more prevalent and the majority of the partner base shows increase in volume.

Key performance indicators
Turnover decreased by 3.8% following commercial changes at the network. Volume Bonus payments decreased by 47% in line with network target increases. Future Mobile continues to grow in popularity, making up 36% of all EE connections (vs 7% last year).

The average number of connecting partners (6+ CTNs) has decreased by 7%, partly due to the commercial changes above and partly due to market consolidation.

Future developments and research and development
The indirect channel in mobile telecoms continues to consolidate at all levels. Partners continue to be acquired by competitors leading to a greater focus on partner retention and new partner acquisition. This has also resulted in significant growth opportunities as larger partners integrate their acquisitions and push business through Midland Communications.

Reseller and supplier feedback on service levels at Midland is positive, as shown in the regular partner satisfaction surveys.

The reseller platform continues to evolve, creating increased efficiencies and better reporting, resulting in more targeted focus on growth, retention and profitability.


MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED (REGISTERED NUMBER: 03413872)

STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2025

Principal risks and uncertainties
The principal risks are margin reduction and the evolution of the mobile market as it continues to consolidate. Changes in the trading terms and conditions have been made to mitigate exposure.

Relationships with both suppliers and customers remain strong and the company expects a future year of strong performance.

On behalf of the board:





Mrs T L Jeffrey - Director


9 January 2026

MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED (REGISTERED NUMBER: 03413872)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 APRIL 2025

The directors present their report with the financial statements of the company for the year ended 30 April 2025.

Principal activity
Distribution and retailing of mobile phones, associated equipment, service and airtime connections.

Dividends
Particulars of recommended dividends are detailed in note 8 of the financial statements.

Directors
The directors shown below have held office during the whole of the period from 1 May 2024 to the date of this report.

Mr M Liley
Mrs T L Jeffrey
Mr S P Rathborne

Other changes in directors holding office are as follows:

Mr I A McClean - resigned 1 April 2025
Ms J J Patel - appointed 1 April 2025

Ms J J Patel ceased to be a director after 30 April 2025 but prior to the date of this report.

Disclosure in the strategic report
The matters required to be disclosed under SI (2008) 410 Sch 7 are contained within the Strategic Report as is applicable in accordance with S414C(11) of Companies Act 2006.

Statement of directors' responsibilities
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED (REGISTERED NUMBER: 03413872)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 APRIL 2025


Auditors
The auditors, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:





Mrs T L Jeffrey - Director


9 January 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED

Opinion
We have audited the financial statements of Midland Communications Distribution Limited (the 'company') for the year ended 30 April 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, 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).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 30 April 2025 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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 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 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 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED


Matters on which we are required to report by exception
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 Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 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 company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED


Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

-Enquiring of management of any known or suspected instances of fraud, as well as considering management's assessment of the susceptibility of the financial statements to fraud.

- Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements.

- Performing substantive testing over a selection of journal entries made in the period, to address the risk of fraud due to management override of controls.With a focus on entries made by unusual team members or entries made at unusual times or on unusual dates.

- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate an increased risk of material misstatement as a result of fraud, or management override.

- Assessing accounting estimates which have a material impact of the year end accounts, to determine if there is indication of management bias.

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.

Despite the audit being planned and conducted in accordance with ISAs (UK) there remains an unavoidable risk that material misstatements in the financial statements may not be detected owing to inherent limitations of the audit, and that by their very nature, any such instances of fraud or irregularity likely involve collusion, forgery, intentional misrepresentations, or the override of internal controls.

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 Report of the Auditors.

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 a Report of the Auditors 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.




James Liptrott (Senior Statutory Auditor)
for and on behalf of TC Group
Statutory Auditor
10 Stadium Business Court
Millennium Way
Pride Park
Derby
DE24 8HP

14 January 2026

MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED (REGISTERED NUMBER: 03413872)

STATEMENT OF COMPREHENSIVE
INCOME
FOR THE YEAR ENDED 30 APRIL 2025

2025 2024
Notes £ £

Turnover 3 29,013,389 30,148,695

Cost of sales 22,498,794 24,935,690
Gross profit 6,514,595 5,213,005

Administrative expenses 2,458,129 2,222,507
Operating profit 5 4,056,466 2,990,498

Interest receivable and similar income 210,036 105,365
Profit before taxation 4,266,502 3,095,863

Tax on profit 7 1,066,048 778,937
Profit for the financial year 3,200,454 2,316,926

Other comprehensive income - -
Total comprehensive income for the year 3,200,454 2,316,926

MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED (REGISTERED NUMBER: 03413872)

BALANCE SHEET
30 APRIL 2025

2025 2024
Notes £ £
Fixed assets
Intangible assets 9 - -
Tangible assets 10 795,289 806,021
Investments 11 2 2
795,291 806,023

Current assets
Stocks 12 92,548 126,849
Debtors 13 12,865,124 15,935,735
Cash at bank and in hand 5,843,351 3,942,162
18,801,023 20,004,746
Creditors
Amounts falling due within one year 14 (14,355,475 ) (14,434,648 )
Net current assets 4,445,548 5,570,098
Total assets less current liabilities 5,240,839 6,376,121

Creditors
Amounts falling due after more than one
year

15

(2,776,429

)

(4,612,165

)
Net assets 2,464,410 1,763,956

Capital and reserves
Called up share capital 17 1,040 1,040
Share premium 18 279,960 279,960
Retained earnings 18 2,183,410 1,482,956
Shareholders' funds 2,464,410 1,763,956

The financial statements were approved by the Board of Directors and authorised for issue on 9 January 2026 and were signed on its behalf by:





Mrs T L Jeffrey - Director


MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED (REGISTERED NUMBER: 03413872)

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2025

Called up
share Retained Share Total
capital earnings premium equity
£ £ £ £
Balance at 1 May 2023 1,040 1,466,030 279,960 1,747,030

Changes in equity
Dividends - (2,300,000 ) - (2,300,000 )
Total comprehensive income - 2,316,926 - 2,316,926
Balance at 30 April 2024 1,040 1,482,956 279,960 1,763,956

Changes in equity
Dividends - (2,500,000 ) - (2,500,000 )
Total comprehensive income - 3,200,454 - 3,200,454
Balance at 30 April 2025 1,040 2,183,410 279,960 2,464,410

MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED (REGISTERED NUMBER: 03413872)

CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 APRIL 2025

2025 2024
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 5,074,065 2,723,644
Tax paid (849,420 ) (672,474 )
Net cash from operating activities 4,224,645 2,051,170

Cash flows from investing activities
Purchase of tangible fixed assets (52,291 ) (59,374 )
Sale of tangible fixed assets 28,000 2,500
Interest received 210,036 105,365
Net cash from investing activities 185,745 48,491

Cash flows from financing activities
Amount introduced by directors - 1,504,100
Amount withdrawn by directors (9,201 ) (1,495,835 )
Equity dividends paid (2,500,000 ) (2,300,000 )
Net cash from financing activities (2,509,201 ) (2,291,735 )

Increase/(decrease) in cash and cash equivalents 1,901,189 (192,074 )
Cash and cash equivalents at beginning of
year

2

3,942,162

4,134,236

Cash and cash equivalents at end of year 2 5,843,351 3,942,162

MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED (REGISTERED NUMBER: 03413872)

NOTES TO THE CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 APRIL 2025

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

2025 2024
£ £
Profit before taxation 4,266,502 3,095,863
Depreciation charges 54,735 40,052
Profit on disposal of fixed assets (19,712 ) (2,500 )
Finance income (210,036 ) (105,365 )
4,091,489 3,028,050
Decrease in stocks 34,301 19,723
Decrease/(increase) in trade and other debtors 3,067,682 (1,823,082 )
(Decrease)/increase in trade and other creditors (2,119,407 ) 1,498,953
Cash generated from operations 5,074,065 2,723,644

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 April 2025
30.4.25 1.5.24
£ £
Cash and cash equivalents 5,843,351 3,942,162
Year ended 30 April 2024
30.4.24 1.5.23
£ £
Cash and cash equivalents 3,942,162 4,134,236


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.5.24 Cash flow At 30.4.25
£ £ £
Net cash
Cash at bank and in hand 3,942,162 1,901,189 5,843,351
3,942,162 1,901,189 5,843,351
Total 3,942,162 1,901,189 5,843,351

MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED (REGISTERED NUMBER: 03413872)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025

1. STATUTORY INFORMATION

Midland Communications Distribution Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements contain information about Midland Communications Distribution Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 405 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as the results and balances of its subsidiary company, Phoneline (M.C.D) Limited, are not material for the purpose of giving a true and fair view.

The registered office of the subsidiary undertaking is the same as the parent undertaking and can be found on the information page.

The functional currency is pounds sterling (£) as that is the main currency used by the company.

The financial statements have been prepared on a going concern basis. In assessing whether the going concern basis of preparation is appropriate, the Directors have considered the Company's current financial position, budgets/forecasts, and the availability of financial resources. The Company maintains significant cash reserves and has no external debt financing. Forecasts prepared by management, covering a period of at least twelve months from the date of approval of these financial statements, indicate continued strong profitability and positive operating cash flows. The Company has sufficient liquidity to withstand reasonably foreseeable adverse scenarios. Based on this assessment, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED (REGISTERED NUMBER: 03413872)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2025

2. ACCOUNTING POLICIES - continued

Significant judgements and estimates
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

Included in accrued income are estimated amounts relating to claims receivable from EE Limited. Claims relate to income that has not been provided on connections and on-going revenue that should have been received during the period and prior periods. The valuation of the amounts receivable is estimated based on the expected recovery rate of claims, based on historic success rate of claims. Included in accrued income are advances paid to business partners which are clawed back over a clawback period. The amount recorded in the accounts is after an estimate for advances which are not recoverable.

Included in accruals are estimated amounts relating to claims payable to business partners. The valuation of the amounts payable is estimated based on the estimated amounts receivable to the Group less margin that is not passed on to business partners.

The value of separable intangible assets that arose on the transfer of trade and assets of Phoneline (MCD) Limited to Midland Communications Distribution Limited are not considered to be material the accounts.

The company includes a specific bad debt provision for balances receivable relating to business partners with closed accounts.

Turnover
Turnover is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and value added taxes.

Commission is recognised on a receivable basis at two intervals, firstly at the point of connection and secondly each month for as long as the subscriber remains connected to the network.

Income from handset sales is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Goodwill
Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business.

Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed five years.

MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED (REGISTERED NUMBER: 03413872)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2025

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Freehold land - Straight line over 50 years
Fixtures and fittings - 25% on reducing balance
Motor vehicles - 25% on cost

Plant and machinery and fixtures and fittings are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

Freehold property is stated at deemed cost at the date of transition less accumulated depreciation and accumulated impairment losses.

An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost less accumulated impairment losses.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell, after making due allowances for obsolete and slow moving items. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

Cost is determined on a first-in, first-out (FIFO) method.

Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.


MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED (REGISTERED NUMBER: 03413872)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2025

2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.

When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED (REGISTERED NUMBER: 03413872)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2025

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2025 2024
£ £
Sale of goods 3,780,613 5,166,794
Commissions 25,232,776 24,981,901
29,013,389 30,148,695

4. EMPLOYEES AND DIRECTORS
2025 2024
£ £
Wages and salaries 1,645,011 1,436,766
Social security costs 183,085 166,989
Other pension costs 24,459 22,385
1,852,555 1,626,140

The average number of employees during the year was as follows:
2025 2024

Other staff 27 25
Sales staff 9 9
36 34

2025 2024
£ £
Directors' remuneration 286,198 324,480

Information regarding the highest paid director is as follows:
2025 2024
£ £
Emoluments etc 237,198 299,480

PENSION CONTRIBUTIONS

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £24,459 (2024: £22,385).

MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED (REGISTERED NUMBER: 03413872)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2025

5. OPERATING PROFIT

The operating profit is stated after charging/(crediting):


20252024
£   £   
Depreciation - owned assets54,73240,052
Loss/(profit) on disposal of fixed assets(19,712)(2,500)
Bad debts(1)(5,537)


6. AUDITORS' REMUNERATION
2025 2024
£ £
Fees payable to the company's auditors for the audit of the company's
financial statements

29,500

29,000
Auditors' remuneration for non audit work 33,586 31,660

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2025 2024
£ £
Current tax:
UK corporation tax 1,063,119 767,869

Deferred tax - origination and reversal of timing
differences

2,929

11,068
Tax on profit 1,066,048 778,937

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025 2024
£ £
Profit before tax 4,266,502 3,095,863
Profit multiplied by the standard rate of corporation tax in the UK of 25%
(2024 - 25%)

1,066,626

773,966

Effects of:
Expenses not deductible for tax purposes 30 2,182
Depreciation in excess of capital allowances 1,390 2,146


Deferred taxation movement 2,929 11,068
Over/(under) provision (4,927 ) (10,425 )
Total tax charge 1,066,048 778,937

MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED (REGISTERED NUMBER: 03413872)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2025

8. DIVIDENDS
2025 2024
£ £
£1 ordinary shares 2,500,000 2,300,000

Included in the above amount are £1,680,000 (2024: £805,000) relating to dividends proposed before the year-end and recognised as a liability within other creditors.

9. INTANGIBLE FIXED ASSETS
Goodwill
£
Cost
At 1 May 2024
and 30 April 2025 41,800
Amortisation
At 1 May 2024
and 30 April 2025 41,800
Net book value
At 30 April 2025 -
At 30 April 2024 -

10. TANGIBLE FIXED ASSETS
Fixtures
Freehold and Motor
land fittings vehicles Totals
£ £ £ £
Cost
At 1 May 2024 900,000 175,740 166,427 1,242,167
Additions - 22,801 29,490 52,291
Disposals - - (59,319 ) (59,319 )
At 30 April 2025 900,000 198,541 136,598 1,235,139
Depreciation
At 1 May 2024 165,000 169,714 101,432 436,146
Charge for year 18,000 9,322 27,413 54,735
Eliminated on disposal - - (51,031 ) (51,031 )
At 30 April 2025 183,000 179,036 77,814 439,850
Net book value
At 30 April 2025 717,000 19,505 58,784 795,289
At 30 April 2024 735,000 6,026 64,995 806,021

Freehold property was independently valued on an open market basis on 5 April 2016 by Mathia Perry Limited, the historical cost of the freehold property is £1,260,065.

MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED (REGISTERED NUMBER: 03413872)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2025

11. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£
Cost
At 1 May 2024
and 30 April 2025 2
Net book value
At 30 April 2025 2
At 30 April 2024 2

The company owns 100% of the issued share capital of Phoneline (M.C.D) Limited, a company incorporated in England.


No trading activity accrued in the subsidiary company throughout the year, after the trade and assets were transferred to the parent company on 18 April 2016. For the comparative period the subsidiary achieved a profit after tax of £nil.

The aggregate capital and reserves in the subsidiary undertaking at the year-end is £2 (2024: £2).

12. STOCKS
2025 2024
£ £
Devices 92,548 126,849

£nil (2024: £nil) of stock was written down during the year.

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025 2024
£ £
Trade debtors 478,277 771,286
Other debtors 5,000 22,500
Deferred tax asset
Other timing differences 117,478 120,407
Prepayments and accrued income 12,264,369 15,021,542
12,865,124 15,935,735

Included within prepayments and accrued income is £2,518,000 (2024: £2,544,000) of accrued income due after more than one year.

MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED (REGISTERED NUMBER: 03413872)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2025

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025 2024
£ £
Trade creditors 813,161 751,991
Tax 650,822 437,123
Social security and other taxes 349,571 640,924
Other creditors 1,691,485 821,891
Directors' loan accounts - 9,201
Accruals and deferred income 10,850,436 11,773,518
14,355,475 14,434,648

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2025 2024
£ £
Accruals and deferred income 2,776,429 4,612,165

16. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2025 2024
£ £
Within one year 720 720
Between one and five years 1,260 1,980
1,980 2,700

17. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2025 2024
value: £ £
1,040 Ordinary £1 1,040 1,040

There are no restrictions on the distribution of dividend and repayment of capital.

18. RESERVES
Retained Share
earnings premium Totals
£ £ £

At 1 May 2024 1,482,956 279,960 1,762,916
Profit for the year 3,200,454 3,200,454
Dividends (2,500,000 ) (2,500,000 )
At 30 April 2025 2,183,410 279,960 2,463,370

Profit and loss account - This reserve records retained earnings and accumulated losses, including revaluations in investment property.

Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs.

MIDLAND COMMUNICATIONS DISTRIBUTION
LIMITED (REGISTERED NUMBER: 03413872)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2025

19. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The directors maintain a loan account with the company. During the year the directors had aggregate advances and credits with the company as follows: Balance brought forward £(9,201)credit, advances to directors £1,638,152, amounts repaid £(1,628,951) and the balance outstanding is £nil.

It is company policy to charge interest on all overdrawn loan accounts at HMRC official rate of interest. The amount charged during the year in respect of the above loans was £nil (2024: £nil).

20. RELATED PARTY DISCLOSURES

EE Limited is a related party by virtue of its indirect shareholding in Midland Communications Distribution Limited. Included in the profit and loss account and balance sheet are the following transactions and year end balances with this related party and its fellow group undertakings. All transactions were undertaken on normal trading terms.

2025 2024
£    £   
Commissions self billed 28,990,763 30,124,923
Purchases 3,520,098 4,440,770

Debtor balance 2,489,347 5,069,577
Creditor balance 11,620,182 12,069,203


During the year, a total of key management personnel compensation of £318,938 (2024: £324,479) was paid. Key management personnel includes the directors and members of senior management.

21. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Mr M Liley.