ACCOUNTS - Final Accounts preparation

Analysis of the maturity of loans is given below:

Registered number: 07038450

SIMOCO WIRELESS SOLUTIONS LIMITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 OCTOBER 2025

SIMOCO WIRELESS SOLUTIONS LIMITED

REGISTERED NUMBER: 07038450

BALANCE SHEET

AS AT 31 OCTOBER 2025

		2025		2024
Note		£000		£000

Fixed assets
Tangible assets	4		1		2
			1		2
Current assets
Debtors: amounts falling due within one year	5	82		614
		82		614
Creditors: amounts falling due within one year	7	(844)		(1,097)
Net current liabilities			(762)		(483)
Total assets less current liabilities			(761)		(481)
Creditors: amounts falling due after more than one year	8		(89)		(89)

Net liabilities			(850)		(570)

Capital and reserves
Called up share capital	11	-	-
Profit and loss account	12	(850)	(570)
		(850)	(570)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

P Williams

Director

Date: 20 July 2026

The notes on pages 3 to 10 form part of these financial statements.

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SIMOCO WIRELESS SOLUTIONS LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 OCTOBER 2025

	Called up share capital	Profit and loss account	Total equity
	£000	£000	£000
At 1 November 2023	-	(387)	(387)

Loss for the year	-	(183)	(183)

At 1 November 2024	-	(570)	(570)

Loss for the year	-	(280)	(280)
At 31 October 2025	-	(850)	(850)

The notes on pages 3 to 10 form part of these financial statements.

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SIMOCO WIRELESS SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

1.	General information

Simoco Wireless Solutions Limited is a private limited company, limited by shares incorporated in England and Wales, United Kingdom. The address of the registered office is Field House, Uttoxeter Old Road, Derby, DE1 1NH. The Company's registration number is 07038450.

2.Accounting policies

2.1

Basis of preparation of financial statements

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 requirements and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The financial statements are prepared in Sterling which is the functional currency of the Company and are rounded to the nearest thousand pounds.

The following principal accounting policies have been applied:

2.2

Going concern

The Company is part of the TTG Global Solutions Group Limited group. The Company and Group have procedures in place for reviewing future performance including budgeted and forecast trading and profitability. These forecasts include reasonable assumptions and predictions over trading; they take a prudent view of the costs of the business.

Overall the Group saw revenues of £15.8m in 2024/25 and trading profit before tax of £0.2m. The Group has seen strong trading results during the start of 2025-26 and with a healthy pipeline and new product offerings coming online, we therefore expect steady turnover growth in the coming years, which should drive the profitability of the business. In addition, the Group has cash resources and banking facilities in place to enable it to continue in operational existence for the 12 months from the signing of these accounts. The Group, like most other trading groups, is exposed to fluctuations in trading and the need to continually win and deliver new contracts on a profitable basis to new and existing customers to ensure it's continued success and survival. The Directors believe that their forecasts give a reasonable expectation to assume that the Group will have adequate resources to continue in existence for the 12 months from the signing of these accounts.

The company has net current liabilities of £0.8m and shareholder deficit of £0.9m at 31 October 2025. The directors have received confirmation, in the form of a letter of support from the ultimate parent company, TTG Global Solutions Group Limited, that fellow group companies intend to provide support as required to enable the company to meet its obligations as they fall due.

Taking the matters above into account, and having reviewed these forecasts, for the 12 months from the date of this report, and as a result of that review, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the 12 months from the signing of the financial statements. Accordingly, the going concern basis of preparation has been adopted in the financial statements.

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SIMOCO WIRELESS SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

2.Accounting policies (continued)

2.3

Foreign currency translation

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of comprehensive income within 'other operating income'.

2.4

Finance costs

Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.5

Borrowing costs

All borrowing costs are recognised in the Statement of Comprehensive Income in the year in which they are incurred.

2.6

Pensions

Defined contribution pension plan

The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet.

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SIMOCO WIRELESS SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

2.Accounting policies (continued)

2.7

Taxation

Tax is recognised in the Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.8

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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:

Plant and machinery

20%

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 the Statement of Comprehensive Income.

2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

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SIMOCO WIRELESS SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

2.Accounting policies (continued)

2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.12

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

2.13

Equity instruments

Equity instruments are measured at fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

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SIMOCO WIRELESS SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

Employees

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Management and Supervision	3	5
Other Employees	-	1

	3	6

4.	Tangible fixed assets

		Plant and machinery
		£000
	Cost
	At 1 November 2024	83
	At 31 October 2025	83
	Depreciation
	At 1 November 2024	81
	Charge for the year	1
	At 31 October 2025	82
	Net book value
	At 31 October 2025	1
	At 31 October 2024	2

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SIMOCO WIRELESS SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

Debtors

					2025	2024
					£000	£000


Amounts owed by group undertakings	-	500
Amounts owed by related undertakings	-	4
Prepayments and accrued income	82	110
	82	614

Amounts owed by group undertakings are non-interest bearing, unsecured and repayable on demand.

6.	Cash and cash equivalents
		2025	2024
		£000	£000

	Less: bank overdrafts	(532)	(896)

7.	Creditors: Amounts falling due within one year
		2025	2024
		£000	£000

Bank overdrafts	532	896
Trade creditors	62	137
Amounts owed to group undertakings	182	-
Accruals and deferred income	68	64
	844	1,097

Amounts owed to group undertakings are non-interest bearing, unsecured and repayable on demand.

Bank overdrafts are secured against the assets of the Company.

8.	Creditors: Amounts falling due after more than one year
		2025	2024
		£000	£000

	Other loans	89	89

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SIMOCO WIRELESS SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025


Amounts falling due 1-2 years
Other loans	89	89
	89	89

Other loans outstanding at the balance sheet date represent unsecured management loan notes with an interest rate of 10%.

10.	Deferred taxation

The Company has deferred tax losses of £724,000 (2024 - £668,000) unrecognised at the balance sheet date.

11.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

1 (2024 - 1) Ordinary share of £1.00	1	1

12.

Reserves

Profit and loss account

The profit and loss reserves represents cumulative profits or losses, net of dividends paid and other adjustments.

13.	Contingent liabilities

The Company has entered into an unlimited cross-party bank guarantee between itself and certain of its fellow subsidiary companies. The resultant guarantee amounts to £1,278,000 as at 31 October 2025 (2024 - £550,000) and is secured against the assets of the Group.

The Company is also a member of a VAT group and as such is jointly and severally liable for the amount of VAT owed by Simoco EMEA Limited. At the balance sheet date the liability was £76,000 (2024 - £101,000)

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SIMOCO WIRELESS SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

14.	Pension commitments

The Company operates defined contribution schemes. During the year, the Company made contributions to defined contribution schemes of £3,000 (2024 - £9,000). The amount outstanding to defined contribution schemes at year end balance sheet date are reflected in group company Simoco EMEA Limited and amounted to £Nil (2024 - £Nil).

15.	Related party transactions
	See note 9 for further details on management loan notes made by Directors.

16.	Controlling party

The immediate parent undertaking is AirRadio Limited, which is registered in England, United Kingdom, and the ultimate parent undertaking is TTG Global Solutions Group Limited, which is registered in England and Wales, United Kingdom.

The smallest and largest group in which the results of the Company are consolidated is that headed by TTG Global Solutions Group Limited, which is the only entity that prepares consolidated financial statements. The registered office for the immediate parent company and ultimate parent company is Field House, Uttoxeter Old Road, Derby, DE1 1NH. The consolidated financial statements of TTG Global Solutions Group Limited are available from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ. The directors consider that there is no ultimate controlling party.

17.	Auditors' information

The auditors' report on the financial statements for the year ended 31 October 2025 was unqualified.

The audit report was signed on 20 July 2026 by Richard Haydon (Senior Statutory Auditor) on behalf of PKF Smith Cooper Audit Limited.

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