| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| FOR |
| MIDLAND COMMUNICATIONS DISTRIBUTION |
| LIMITED |
| REGISTERED NUMBER: |
| 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: |
| Secretary: |
| Registered office: |
| Registered number: |
| Auditors: |
| Statutory Auditor |
| 10 Stadium Business Court |
| Millennium Way |
| Pride Park |
| Derby |
| DE24 8HP |
| Bankers: |
| 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: |
| 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. |
| Other changes in directors holding office are as follows: |
| 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: |
| 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. |
| for and on behalf of |
| Statutory Auditor |
| 10 Stadium Business Court |
| Millennium Way |
| Pride Park |
| Derby |
| DE24 8HP |
| MIDLAND COMMUNICATIONS DISTRIBUTION |
| LIMITED (REGISTERED NUMBER: 03413872) |
| STATEMENT OF COMPREHENSIVE |
| INCOME |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| Turnover | 3 |
| Cost of sales |
| Gross profit |
| Administrative expenses |
| Operating profit | 5 |
| Interest receivable and similar income |
| Profit before taxation |
| Tax on profit | 7 |
| Profit for the financial year |
| Other comprehensive income | - | - |
| Total comprehensive income for the year |
| MIDLAND COMMUNICATIONS DISTRIBUTION |
| LIMITED (REGISTERED NUMBER: 03413872) |
| BALANCE SHEET |
| 30 APRIL 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| Fixed assets |
| Intangible assets | 9 |
| Tangible assets | 10 |
| Investments | 11 |
| Current assets |
| Stocks | 12 |
| Debtors | 13 |
| Cash at bank and in hand |
| Creditors |
| Amounts falling due within one year | 14 | ( |
) | ( |
) |
| Net current assets |
| Total assets less current liabilities |
| Creditors |
| Amounts falling due after more than one year |
15 |
( |
) |
( |
) |
| Net assets |
| Capital and reserves |
| Called up share capital | 17 |
| Share premium | 18 |
| Retained earnings | 18 |
| Shareholders' funds |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| 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 |
| Changes in equity |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - | - |
| Balance at 30 April 2024 |
| Changes in equity |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - | - |
| Balance at 30 April 2025 |
| 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 |
| Tax paid | ( |
) | ( |
) |
| Net cash from operating activities |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Sale of tangible fixed assets |
| Interest received |
| Net cash from investing activities |
| Cash flows from financing activities |
| Amount introduced by directors | - | 1,504,100 |
| Amount withdrawn by directors | (9,201 | ) | (1,495,835 | ) |
| Equity dividends paid | ( |
) | ( |
) |
| Net cash from financing activities | ( |
) | ( |
) |
| Increase/(decrease) in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year |
2 |
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 |
| Depreciation charges |
| Profit on disposal of fixed assets | ( |
) | ( |
) |
| Finance income | (210,036 | ) | (105,365 | ) |
| 4,091,489 | 3,028,050 |
| Decrease in stocks |
| Decrease/(increase) in trade and other debtors | ( |
) |
| (Decrease)/increase in trade and other creditors | ( |
) |
| Cash generated from operations |
| 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 | 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 |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| 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 |
| Freehold land | - |
| Fixtures and fittings | - |
| Motor vehicles | - |
| 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 |
| £ | £ |
| 4. | EMPLOYEES AND DIRECTORS |
| 2025 | 2024 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 2025 | 2024 |
| Other staff | 27 | 25 |
| Sales staff | 9 | 9 |
| 2025 | 2024 |
| £ | £ |
| Directors' remuneration |
| Information regarding the highest paid director is as follows: |
| 2025 | 2024 |
| £ | £ |
| Emoluments etc |
| 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): |
| 2025 | 2024 |
| £ | £ |
| Depreciation - owned assets | 54,732 | 40,052 |
| 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 |
| 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 |
| Deferred tax - origination and reversal of timing differences |
| Tax on profit |
| 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 |
| Profit multiplied by the standard rate of corporation tax in the UK of (2024 - |
| Effects of: |
| Expenses not deductible for tax purposes |
| Depreciation in excess of capital allowances |
| 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 |
| 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 |
| Amortisation |
| At 1 May 2024 |
| and 30 April 2025 |
| 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 |
| Additions |
| Disposals | ( |
) | ( |
) |
| At 30 April 2025 |
| Depreciation |
| At 1 May 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) |
| At 30 April 2025 |
| Net book value |
| At 30 April 2025 |
| At 30 April 2024 |
| 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 |
| Net book value |
| At 30 April 2025 |
| At 30 April 2024 |
| 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 |
| Other debtors |
| Deferred tax asset |
| Other timing differences | 117,478 | 120,407 |
| Prepayments and accrued income |
| 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 |
| Tax |
| Social security and other taxes |
| Other creditors |
| Directors' loan accounts | - | 9,201 |
| Accruals and deferred income |
| 15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Accruals and deferred income |
| 16. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2025 | 2024 |
| £ | £ |
| Within one year |
| Between one and five years |
| 17. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | £ | £ |
| 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 | 1,762,916 |
| Profit for the year |
| Dividends | ( |
) | ( |
) |
| At 30 April 2025 | 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 |