ACCOUNTS - Final Accounts preparation

Operating profit

The operating profit is stated after charging:

Registered number: 03752620

WINDSOR TELECOM LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

WINDSOR TELECOM LIMITED

COMPANY INFORMATION

Directors	D Bennett
	N Burrows
	N Sherring
	P Tomlinson


Company secretary	D Bennett


Registered number	03752620


Registered office	Wey Court West
	Union Road
	Farnham
	Surrey
	GU9 7PT


Trading Address	Riverside House
	4 Meadows Business Park
	Station Approach Blackwater
	Camberley
	GU17 9AB



Independent auditors	Shaw Gibbs (Audit) Limited
	Statutory Auditor
	Wey Court West
	Union Road
	Farnham
	Surrey
	GU9 7PT

WINDSOR TELECOM LIMITED

CONTENTS

	Page
Group strategic report	1 - 2
Directors' report	3 - 4
Independent auditors' report	5 - 8
Consolidated statement of comprehensive income	9
Consolidated statement of financial position	10 - 11
Company statement of financial position	12 - 13
Consolidated statement of changes in equity	14 - 15
Company statement of changes in equity	16 - 17
Consolidated statement of cash flows	18 - 19
Consolidated analysis of net debt	19
Notes to the financial statements	20 - 45

WINDSOR TELECOM LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 JULY 2025

Introduction

Windsor Telecom makes technology easy and enjoyable. Our three missions are to help businesses collaborate better, be more productive and stay secure. We do this by guiding customers through our skills and capability in telecoms, IT and cyber security.
With a high quality customer base and industry-leading levels of customer satisfaction, Windsor is a profitable, cash generative business operating in an attractive market.

Business review

During the year ended 31 July 2025 we focused on our expanded capabilities, integrating the four business acquired between 2023 and 2024 allowing us to leverage the commercial opportunities arising from these acquisitions. This also expanded our geographic footprint across the UK.
These acquisitions have deepened our capabilities, especially in the managed IT and cyber security arena which complement our established telecoms portfolio. We are already seeing positive impacts on our organic performance through with cross selling these capabilities. The businesses acquired have collectively performed in line with expectations, adding scale, geographic reach and increased capability to the enlarged Windsor Telecom.
Additionally, through the year we created a common set of systems and platforms covering the fully quote to cash cycle as well as in-life support. This also presents further opportunities for efficiency through increased use of AI and automation. From FY26 financial reporting will be rationalised across the business.
Alongside the acquisitions the organic turnover and gross profit performed in line with expectations. This was achieved through growing our relationships with our existing customers, as well as adding new logo customers across each of our strategic portfolio areas of communications, connectivity and managed IT services.
ARPU, a key measure of the success of our strategy to cross and upsell higher value services, also increased which is testament to the broad and appealing product offering we have built, together with our market-leading customer service.
We continued to deliver on our plan, further enhancing Windsor Telecom’s position in the market and ability to take advantage of growing demand for B2B technology services. Investment continued in the team with key hires including key talent from the acquired businesses and continued investment in product and systems development, as a platform for further growth.

Page 1

WINDSOR TELECOM LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JULY 2025

Principal risks and uncertainties

Windsor Telecom operates in a dynamic market and the Board monitors customer and industry trends, together with existing and potential new technology partners to ensure we remain relevant. We also track the work of the Telecoms regulator OFCOM and note the government’s plans associated with the upcoming UK Cyber Security and Resilience Bill.
AI will be disruptive as it enters mainstream adoption. We believe on balance this represents a significant opportunity across three vectors. Enhanced capability within the products and services offered by our technology partners will drive added value and customer adoption. Specifically we have identified new revenue streams from supporting customer AI projects, specifically in Microsoft Copilot adoption and natural language voice agents. Our own adoption is already delivering clear benefits from automating routine tasks and allowing us to scale more cost efficiently.
Wider macro economic trends and government policy may impact the business, including taxation and interest rates however the services the business provide are considered to be resilient and proven to remain critical to our customers regardless of economic cycles.

Financial key performance indicators

Change FY25 FY24
Turnover (group) 15.6% £15,448 £13,360
Gross profit (group) 7.1% £ 8,714 £8,135
With the strategic plan progressing well, we have continued to invest in strengthening the team and in new product development, with the acknowledgement these costs adversely impact overall EBITDA in the short term.
The group incurred unusually high exceptional costs in the period, primarily relating to M&A, integration, funding and associated strategic activity. As a result, while underlying operating profit continued to be strong, retained profit for the year to July 2025 is negative. We expect the level of exceptional costs to normalise going forward.
These costs are expected to unwind in subsequent years as the group benefits from the anticipated synergies from the acquisitions.

This report was approved by the board and signed on its behalf.

P Tomlinson

Director

Date: 30 July 2026

Page 2

WINDSOR TELECOM LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 JULY 2025

The directors present their report and the financial statements for the year ended 31 July 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £409,965 (2024 - profit £253,108).

Directors

The directors who served during the year were:

D Bennett

N Burrows

N Sherring

P Tomlinson

Future developments

The board continues to have confidence in a positive future outlook for the business, supported by the strength of current trading, the attractiveness of the market and our progress on the strategic plan.

Page 3

WINDSOR TELECOM LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JULY 2025

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditors, Shaw Gibbs (Audit) Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

P Tomlinson

Director

Date: 30 July 2026

Page 4

WINDSOR TELECOM LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINDSOR TELECOM LIMITED

Opinion

We have audited the financial statements of Windsor Telecom Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 July 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated analysis of net debt, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 July 2025 and of the Group's loss 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 Group's or the Parent 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.

Page 5

WINDSOR TELECOM LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINDSOR TELECOM LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion 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 Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the Parent Company 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.

Page 6

WINDSOR TELECOM LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINDSOR TELECOM LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 3, 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 is 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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

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 an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry
in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and
regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of
not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from
error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or
through collusion.
We focussed on laws and regulations which could give rise to a material misstatement in the financial
statements, including, but not limited to, the Companies Act 2006 and UK tax legislation.
Our tests included agreeing the financial statement disclosures to underlying supporting documentation,
enquiries with management and reviewing legal invoices. There are inherent limitations in the audit procedures
described above and, the further removed non-compliance with laws and regulations is from the events and
transactions reflected in the financial statements, the less likely we would become aware of it. We did not
identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed
the risk of management override of internal controls, including testing journals and evaluating whether there was
evidence of bias by the directors that represented a risk of material misstatement due to fraud.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
Auditors' report.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.

Page 7

WINDSOR TELECOM LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINDSOR TELECOM LIMITED (CONTINUED)

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 an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Stephen Morgan FCA (Senior statutory auditor)

for and on behalf of

Shaw Gibbs (Audit) Limited

Statutory Auditor

Wey Court West

Union Road

Farnham

Surrey

GU9 7PT

30 July 2026

Page 8

WINDSOR TELECOM LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 JULY 2025

	2025	2024
Note	£	£


Turnover	5	15,448,141	13,359,591
Cost of sales		(6,733,960)	(5,225,009)
Gross profit		8,714,181	8,134,582
Administrative expenses		(5,907,424)	(5,698,189)
Exceptional administrative expenses	14	(739,465)	(398,523)
Other operating income		-	15,571
Operating profit	7	2,067,292	2,053,441
Interest receivable and similar income	11	28,450	7,444
Interest payable and similar expenses	12	(2,156,589)	(1,707,619)
(Loss)/profit before tax		(60,847)	353,266
Tax on (loss)/profit		(349,118)	(100,158)
(Loss)/profit for the financial year		(409,965)	253,108

Profit for the year attributable to:
Owners of the parent company	409,965	(253,108)
	409,965	(253,108)

There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 20 to 45 form part of these financial statements.

Page 9

WINDSOR TELECOM LIMITED

REGISTERED NUMBER: 03752620

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 JULY 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	15		14,859,071		15,157,671
Tangible assets	16		133,126		148,438
			14,992,197		15,306,109
Current assets
Stocks	18	15,631		12,576
Debtors	19	6,235,657		7,227,378
Cash at bank and in hand	20	1,392,121		1,446,217
		7,643,409		8,686,171
Creditors: amounts falling due within one year	21	(4,668,570)		(4,704,993)
Net current assets			2,974,839		3,981,178
Total assets less current liabilities			17,967,036		19,287,287
Creditors: amounts falling due after more than one year	22		(17,779,651)		(18,547,020)
Provisions for liabilities
Deferred tax	25	(145,790)		(178,313)
			(145,790)		(178,313)
Net assets			41,595		561,954

Capital and reserves
Called up share capital	26	50,000	50,000
Profit and loss account	27	(8,405)	511,954
		41,595	561,954

Page 10

WINDSOR TELECOM LIMITED

REGISTERED NUMBER: 03752620

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 JULY 2025

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

P Tomlinson

Director

Date: 30 July 2026

The notes on pages 20 to 45 form part of these financial statements.

Page 11

WINDSOR TELECOM LIMITED

REGISTERED NUMBER: 03752620

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 JULY 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	15		14,859,071		6,723,714
Tangible assets	16		133,126		98,167
Investments	17		8,931		10,050,745
			15,001,128		16,872,626
Current assets
Stocks	18	15,631		12,576
Debtors	19	6,185,173		6,824,543
Cash at bank and in hand	20	1,392,121		783,456
		7,592,925		7,620,575
Creditors: amounts falling due within one year	21	(4,677,574)		(5,692,875)
Net current assets			2,915,351		1,927,700
Total assets less current liabilities			17,916,479		18,800,326

Creditors: amounts falling due after more than one year	22		(17,779,651)		(18,547,020)
Provisions for liabilities
Deferred taxation	25	(145,790)		(176,543)
			(145,790)		(176,543)
Net assets excluding pension asset			(8,962)		76,763
Net (liabilities)/assets			(8,962)		76,763

Capital and reserves
Called up share capital	26		50,000		50,000
Profit and loss account brought forward		26,763		828,429
Profit/(loss) for the year		24,669		(231,666)
Other changes in the profit and loss account		(110,394)		(570,000)
Profit and loss account carried forward			(58,962)		26,763
			(8,962)		76,763

Page 12

WINDSOR TELECOM LIMITED

REGISTERED NUMBER: 03752620

COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 JULY 2025

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

P Tomlinson

Director

Date: 30 July 2026

The notes on pages 20 to 45 form part of these financial statements.

Page 13

WINDSOR TELECOM LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 JULY 2025

	Called up share capital	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£
At 1 August 2024	50,000	511,954	561,954	561,954
Comprehensive income for the year
Loss for the year	-	(409,965)	(409,965)	(409,965)
Total comprehensive income for the year	-	(409,965)	(409,965)	(409,965)
Contributions by and distributions to owners
Capital distribution	-	(110,394)	(110,394)	(110,394)
Total transactions with owners	-	(110,394)	(110,394)	(110,394)
At 31 July 2025	50,000	(8,405)	41,595	41,595

The notes on pages 20 to 45 form part of these financial statements.

Page 14

WINDSOR TELECOM LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 JULY 2024

	Called up share capital	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£
At 1 August 2023	50,000	828,846	878,846	878,846
Comprehensive income for the year
Profit for the year	-	253,108	253,108	253,108
Total comprehensive income for the year	-	253,108	253,108	253,108
Contributions by and distributions to owners
Capital distribution	-	(570,000)	(570,000)	(570,000)
At 31 July 2024	50,000	511,954	561,954	561,954

The notes on pages 20 to 45 form part of these financial statements.

Page 15

WINDSOR TELECOM LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 JULY 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 August 2024	50,000	26,763	76,763
Comprehensive income for the year
Profit for the year	-	24,669	24,669
Total comprehensive income for the year	-	24,669	24,669
Contributions by and distributions to owners
Capital distribution	-	(110,394)	(110,394)
At 31 July 2025	50,000	(58,962)	(8,962)

The notes on pages 20 to 45 form part of these financial statements.

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WINDSOR TELECOM LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 JULY 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 August 2023	50,000	828,429	878,429
Comprehensive income for the year
Loss for the year	-	(231,666)	(231,666)
Total comprehensive income for the year	-	(231,666)	(231,666)
Contributions by and distributions to owners
Capital distribution	-	(570,000)	(570,000)
At 31 July 2024	50,000	26,763	76,763

The notes on pages 20 to 45 form part of these financial statements.

Page 17

WINDSOR TELECOM LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 JULY 2025

			2025	2024
			£	£

Cash flows from operating activities
(Loss)/profit for the financial year	(409,965)	253,108
Adjustments for:
Amortisation of intangible assets	599,893	604,534
Depreciation of tangible assets	60,218	63,270
Interest paid	2,156,589	1,707,619
Investment income received	(28,450)	(7,444)
Taxation charge	349,118	100,157
(Increase)/decrease in stocks	(3,055)	747
Decrease in debtors	991,720	2,963,944
Increase/(decrease) in creditors	260,116	(2,223,388)
Corporation tax (paid)	(295,886)	(141,659)
Net cash generated from operating activities	3,680,298	3,320,888

Cash flows from investing activities
Purchase of intangible fixed assets	(270,690)	(304,990)
Purchase of tangible fixed assets	(46,389)	(57,163)
Sale of tangible fixed assets	1,482	7,943
Purchase of fixed asset investments	(30,603)	(7,103,295)
Interest received	28,450	7,444
Net cash from investing activities	(317,750)	(7,450,061)
Cash flows from financing activities
Other new loans	-	8,285,000
Repayment of other loans	(1,149,661)	(1,515,430)
Capital distribution	(110,394)	(570,000)
Interest paid	(2,156,589)	(1,707,619)
Net cash used in financing activities	(3,416,644)	4,491,951
Net (decrease)/increase in cash and cash equivalents	(54,096)	362,778
Cash and cash equivalents at beginning of year	1,446,217	1,083,439
Cash and cash equivalents at the end of year	1,392,121	1,446,217

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,392,121	1,446,217

Page 18

WINDSOR TELECOM LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 JULY 2025

		2025	2024
		£	£

	1,392,121	1,446,217

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 JULY 2025


At 1 August 2024	Cash flows	At 31 July 2025
£	£	£

Cash at bank and in hand	1,446,217	(54,096)	1,392,121
Debt due after 1 year	(18,221,840)	1,139,180	(17,082,660)
Debt due within 1 year	(904,330)	10,521	(893,809)
	(17,679,953)	1,095,605	(16,584,348)

The notes on pages 20 to 45 form part of these financial statements.

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WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

1.	General information

Windsor Telecom Limited (03752620) is a private company limited by shares. It is incorporated in England and Wales. The registered office is Wey Court West, Union Road, Farnham, Surrey, GU9 7PT.
The principal place of business is Riverside House, 4 Meadows Business Park, Station Approach Blackwater, Camberley, GU17 9AB.

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 Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 4).

The financial statements are presented in sterling to whole £s.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2014.

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WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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.

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

Page 21

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

2.Accounting policies (continued)

2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

Finance costs

Finance costs are charged to profit or loss 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.

2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

Page 22

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

2.Accounting policies (continued)

2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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 reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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 except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 23

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

2.Accounting policies (continued)

2.13

Intangible assets

Intangible assets includes the software development, goodwill and other intangible fixed assets. They are all initially recongised at cost. All intangible assets are considered to have a finite useful life and are amortised as follows

Software development

The software development is amortised over four years from the date the project is completed and ready for use. Each project is reviewed on an annual basis for possible impairment.

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Goodwill

Ascending from 5% to 20% over 10 years

Page 24

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

2.Accounting policies (continued)

2.14

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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the reducing balance and straight line methods.

Depreciation is provided on the following basis:

Leasehold improvements	-	10%	Straight line
Plant and machinery	-	25%	Reducing balance
Motor vehicles	-	25%	Reducing balance
Fixtures and fittings	-	25%	Reducing balance
Office equipment	-	33%	Straight line
Computer equipment	-	33%	Straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

2.16

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 25

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

2.Accounting policies (continued)

2.17

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.

2.18

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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.19

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.

2.20

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.21

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual

Page 26

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

2.Accounting policies (continued)

2.21

Financial instruments (continued)

arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

3.	Group reorganisations and hive up transactions

Where businesses are transferred between entities under common control, the Company recognises the assets and liabilities acquired at their carrying values immediately prior to the transfer unless an alternative treatment is required to give a true and fair view. Any difference between the consideration given and the net assets acquired is recognised within reserves or as goodwill, as appropriate.

4.	Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based upon historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
There are no sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements.

Page 27

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

Turnover

An analysis of turnover by class of business is as follows:
	2025	2024
	£	£

Turnover	15,448,141	13,359,591
	15,448,141	13,359,591

All turnover arose within the United Kingdom.

6.	Other operating income
		2025	2024
		£	£

	Other operating income	-	15,571

Exceptional costs (note 14)	-	398,523
Exchange differences	710	1,128
Other operating lease rentals	290,014	201,006
Amortisation of intangible assets, including goodwill	599,893	1,070,592
Share-based payment	55,510	63,093

Page 28

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025


Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements	48,000	47,000
Taxation compliance services	4,300	12,430
All non-audit services not included above	11,750	6,294
	64,050	65,724

9.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Staff salaries and PHI	2,970,442	2,665,996	2,146,064	2,223,471
Staff national insurance	427,450	326,099	333,051	284,150
Staff pension costs	95,797	78,331	73,603	66,250
	3,493,689	3,070,426	2,552,718	2,573,871

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

	2025	2024
	No.	No.

Administrative	52	52
Directors	4	4

	56	56

The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)

Page 29

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

10.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	320,357	253,367
Group contributions to defined contribution pension schemes	5,420	5,577
	325,777	258,944

	During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £237,000 (2024 - £237,000).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2024 - £5,577).

11.	Interest receivable
		2025	2024
		£	£

Other interest receivable

28,450

7,444

12.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	1,784,778	1,403,099
Other loan interest payable	371,811	304,520
	2,156,589	1,707,619

Page 30

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

Corporation tax
Current tax on profits for the year	307,688	306,864
Adjustments in respect of previous periods	83,068	(150,524)
Total current tax	390,756	156,340

Deferred tax
Origination and reversal of timing differences	(41,638)	(56,182)
Total deferred tax	(41,638)	(56,182)


	Tax on (loss)/profit	349,118	100,158

Page 31

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

13.Taxation (continued)

(Loss)/profit on ordinary activities before tax

(60,847)

353,266

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	277,540	88,317
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	139,504	69,127
Capital allowances for year in excess of depreciation	130,544	136,625
Prior year tax adjustments	83,068	(150,524)
Deferred tax	(41,638)	(56,182)
Changes in provisions leading to an increase (decrease) in the tax charge	675	1,417
Other differences	3,518	-
Marginal relief	(58)	-
Patent box	(282,070)	-
Leased car adjustments	250	247
Consolidation adjustment	-	32,222
Under provisions	-	(6,316)
Pre aquisition tax	37,785	(14,775)
Total tax charge for the year	349,118	100,158

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

14.	Exceptional items
		2025	2024
		£	£

Legal and professional costs in regards to business combinations

739,465

398,523

Page 32

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

15.	Intangible assets
	Group

	Development expenditure	Other intangibles	Negative goodwill	Total
	£	£	£	£
Cost
At 1 August 2024	1,544,238	13,534,909	1,444,850	16,523,997
Additions	277,394	-	(6,704)	270,690
On acquisition of subsidiaries	-	30,603	-	30,603
At 31 July 2025	1,821,632	13,565,512	1,438,146	16,825,290
Amortisation
At 1 August 2024	668,175	553,665	144,486	1,366,326
Charge for the year on owned assets	250,729	276,921	72,243	599,893
At 31 July 2025	918,904	830,586	216,729	1,966,219
Net book value
At 31 July 2025	902,728	12,734,926	1,221,417	14,859,071
At 31 July 2024	876,063	12,981,244	1,300,364	15,157,671

Page 33

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

15.Intangible assets (continued)

	Company

	Development expenditure	Other intangibles	Negative goodwill	Total
	£	£	£	£
Cost
At 1 August 2024	1,544,238	5,100,952	1,444,850	8,090,040
Additions	277,394	-	(6,704)	270,690
On acquisition of subsidiaries	-	8,464,560	-	8,464,560
At 31 July 2025	1,821,632	13,565,512	1,438,146	16,825,290
Amortisation
At 1 August 2024	668,175	553,665	144,486	1,366,326
Charge for the year	250,729	276,921	72,243	599,893
At 31 July 2025	918,904	830,586	216,729	1,966,219
Net book value
At 31 July 2025	902,728	12,734,926	1,221,417	14,859,071
At 31 July 2024	876,063	4,547,287	1,300,364	6,723,714

Page 34

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

16.	Tangible fixed assets
	Group

	Leasehold improvements	Motor vehicles	Fixtures and fittings	Computer equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 August 2024	36,998	19,320	110,594	381,907	548,819
Additions	-	643	51,288	28,619	80,550
Transfers intra group	(36,998)	-	-	-	(36,998)
Disposals	-	(7,495)	-	-	(7,495)
At 31 July 2025	-	12,468	161,882	410,526	584,876
Depreciation
At 1 August 2024	-	13,457	85,409	301,516	400,382
Charge for the year on owned assets	-	659	10,631	46,091	57,381
Disposals	-	(6,013)	-	-	(6,013)
At 31 July 2025	-	8,103	96,040	347,607	451,750
Net book value
At 31 July 2025	-	4,365	65,842	62,919	133,126
At 31 July 2024	36,998	5,864	25,185	80,391	148,438

Page 35

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

16.Tangible fixed assets (continued)

	Company

	Motor vehicles	Fixtures and fittings	Computer equipment	Total
	£	£	£	£
Cost or valuation
At 1 August 2024	17,890	110,594	373,289	501,773
Additions	2,074	-	36,096	38,170
Transfers intra group	-	51,288	1,141	52,429
Disposals	(7,495)	-	-	(7,495)
At 31 July 2025	12,469	161,882	410,526	584,877
Depreciation
At 1 August 2024	13,457	91,468	298,681	403,606
Charge for the year on owned assets	659	4,573	48,926	54,158
Disposals	(6,013)	-	-	(6,013)
At 31 July 2025	8,103	96,041	347,607	451,751
Net book value
At 31 July 2025	4,366	65,841	62,919	133,126
At 31 July 2024	4,434	19,126	74,607	98,167

Page 36

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

17.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 August 2024	10,050,745
	Additions	72,818
	Reclassification on business restructuring	(10,114,632)
	At 31 July 2025	8,931

Page 37

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

Direct subsidiary undertakings
The following were direct subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Connexus Networks Limited	Unit 202 Stonehouse Business Park, Sperry Way, Stonehouse, Gloucestershire, England, GL10 3UT	Ordinary	100%
Connexus Techonology Limited	Unit 202 Stonehouse Business Park, Sperry Way, Stonehouse, Gloucestershire, England, GL10 3UT	Ordinary	100%
Yoozoom Technologies Limited	Wey Court West, Union Road, Farnham, Surrey, England, GU9 7PT	Ordinary	100%
KSM Communications Limited	Wey Court West, Union Road, Farnham, Surrey, England, GU9 7PT	Ordinary	100%
Keen IT Solutions Limited	1st Floor, Riverside House, 4 Meadows Business Park, Camberley, United Kingdom, GU17 9AD	Ordinary	100%
Keen Voip Limited	1st Floor, Riverside House, 4 Meadows Business Park, Camberley, United Kingdom, GU17 9AB	Ordinary	100%
Redstar Telecomunications Limited	Wey Court West, Union Road, Farnham, Surrey, England, GU9 7PT	Ordinary	100%
Admiral Telecom Limited	Wey Court West, Union Road, Farnham, Surrey, England, GU9 7PT	Ordinary	100%
Floren Limited	Wey Court West, Union Road, Farnham, Surrey, England, GU9 7PT	Ordinary	100%
Number Solutiuons Limited	Wey Court West, Union Road, Farnham, Surrey, England, GU9 7PT	Ordinary	100%
Windsor Telecommunications Limited	Wey Court West, Union Road, Farnham, Surrey, England, GU9 7PT	Ordinary	100%

Page 38

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

Indirect subsidiary undertaking
The following was an indirect subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

Yoozoom Limited

Wey Court West, Union Road, Farnham, Surrey, England, GU9 7PT

Ordinary

100%

All subsidiaries are entitled to exemption from the requirement to have an audit under the provisions of section 479A of the Companies Act 2006 and have taken advantage of this exemption

18.	Stocks
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

	Finished goods and goods for resale	15,631	12,576	15,631	12,576

The difference between purchase price or production cost of stocks and their replacement cost is not material.

19.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£

Due after more than one year
Other debtors	3,876,791	3,930,691	3,876,791	3,930,691
	3,876,791	3,930,691	3,876,791	3,930,691
Due within one year
Trade debtors	709,950	500,063	709,950	298,167
Other debtors	1,155,031	2,326,316	1,104,547	2,229,274
Prepayments and accrued income	493,885	470,308	493,885	366,411
	6,235,657	7,227,378	6,185,173	6,824,543

Page 39

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

20.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

	Cash at bank and in hand	1,392,121	1,446,217	1,392,121	783,456

21.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Other loans	893,058	903,539	893,058	903,539
Trade creditors	980,890	749,975	980,892	428,481
Amounts owed to group undertakings	-	-	9,002	1,845,522
Corporation tax	371,740	285,986	371,740	-
Other taxation and social security	1,218,821	575,728	1,218,821	371,381
Other creditors	686,766	1,610,176	686,766	1,578,363
Accruals and deferred income	517,295	579,589	517,295	565,589
	4,668,570	4,704,993	4,677,574	5,692,875

22.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Other loans	17,082,660	18,221,840	17,082,660	18,221,840
Accruals and deferred income	696,991	325,180	696,991	325,180
	17,779,651	18,547,020	17,779,651	18,547,020

Page 40

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

23.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Amounts falling due within one year
Other loans	893,058	903,539	893,058	903,539
Amounts falling due 1-2 years
Other loans	17,082,660	18,221,840	17,082,660	18,221,840

	17,975,718	19,125,379	17,975,718	19,125,379

24.	Financial instruments
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

	Financial assets
	Financial assets measured at fair value through profit or loss	7,083,408	7,381,018	7,083,408	7,241,588

	Financial liabilities
	Financial liabilities measured at amortised cost	19,643,375	19,643,375	21,485,530	21,132,223

	Financial assets that are debt instruments measured at amortised cost comprise cash at bank, trade debtors, amounts owed by group and other debtors.
	Financial liabilities measured at amortised cost comprise trade creditors, amounts owed to group, other creditors, amounts owed to group and loans.

Page 41

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

25.	Deferred taxation
	Group

		2025
		£

	At beginning of year	(178,313)
	Charged to profit or loss	30,753
	Utilised in year	1,770
	At end of year	(145,790)

Company

		2025
		£

	At beginning of year	(176,543)
	Charged to profit or loss	30,753
	At end of year	(145,790)

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£

Accelerated capital allowances

(145,790)

(178,313)

(145,790)

(176,543)

26.	Share capital
		2025	2024
		£	£

Allotted, called up and partly paid

47,875 (2024 - 47,875) Ordinary shares of £1.00 each	47,875	47,875
1,125 (2024 - 1,125) A Ordinary shares of £1.00 each	1,125	1,125
10,000 (2024 - 10,000) B Ordinary shares of £0.10 each	1,000	1,000

	50,000	50,000

Page 42

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

27.

Reserves

Profit and loss account

As shown in the Statement of Changes in Equity there was a capital distribution of £110,394 (2025 -
£570,000) during the year, which was recognised directly against the profit and loss account. These
payments were made to the Windsor Telecom Limited Employee Ownership Trust.

28.	Business combinations
	On 31st July 2025, the company transferred the trade and net assets of its wholly owned subsidiary, Connexus Networks Limited, as part of an internal group reorganisation. The transfer included the subsidiary's trading activities together with the associated assets and liabilities. Consideration for the transfer was satisfied through an adjustment to intercompany balances.
		2025
		£

	Recognised amounts of identifiable assets and liabilities hived up
	Tangible fixed assets	2,850
	Debtors	226,659
	Cash at bank and in hand	101
	Creditors due within one year	(744,632)
	Deferred taxation	(570)
	Total identifiable net liabilities	(515,592)

29.	Business combinations
	On 31st July 2025, the company transferred the trade and net assets of its wholly owned subsidiary, Connexus Techonology Limited, as part of an internal group reorganisation. The transfer included the subsidiary's trading activities together with the associated assets and liabilities. Consideration for the transfer was satisfied through an adjustment to intercompany balances.
		2025
		£

	Recognised amounts of identifiable assets and liabilities hived up
	Tangible fixed assets	376
	Debtors	294,165
	Creditors due within one year	(74,585)
	Deferred taxation	(133)
	Total identifiable net assets	219,823

Page 43

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

30.	Business combinations
	On 31st July 2025, the company transferred the trade and net assets of its wholly owned subsidiary, Yoozoom Technologies Limited, as part of an internal group reorganisation. The transfer included the subsidiary's trading activities together with the associated assets and liabilities. Consideration for the transfer was satisfied through an adjustment to intercompany balances.
		2025
		£

	Recognised amounts of identifiable assets and liabilities hived up
	Tangible fixed assets	50,135
	Intangible fixed assets	100
	Debtors	169,352
	Cash at bank and in hand	349,192
	Creditors due within one year	(276,307)
	Total identifiable net assets	292,472

31.	Business combinations
	On 31st July 2025, the company transferred the trade and net assets of its wholly owned subsidiary, KSM communications Limited, as part of an internal group reorganisation. The transfer included the subsidiary's trading activities together with the associated assets and liabilities. Consideration for the transfer was satisfied through an adjustment to intercompany balances.
		2025
		£

	Recognised amounts of identifiable assets and liabilities hived up
	Tangible fixed assets	1,141
	Debtors	13,381
	Cash at bank and in hand	147,905
	Creditors due within one year	(102,340)
	Total identifiable net assets	60,087

32.	Pension commitments

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £106,667 (2025 - £78,331). Contributions totalling £12,369 (2025 - £16,184) were payable to the fund at the reporting date and are included in creditors.

Page 44

WINDSOR TELECOM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

33.	Commitments under operating leases
	At 31 July 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Not later than 1 year	139,330	126,797	113,830	113,830
Later than 1 year and not later than 5 years	25,500	227,660	18,971	227,660
	164,830	354,457	132,801	341,490

34.	Transactions with directors

During the year the directors maintained loan accounts with the company.
At the year end the company was owed £115,627 from the directors (2024 - £100,627 was owed from the directors).

35.	Related party transactions
	The company has taken advantage of the exemption conferred by section 33 in Financial Reporting Standard 102 "Related party disclosures" not to disclose transactions with wholly owned members of the group headed by Windsor Telecom Limited.

36.	Controlling parties

The directors consider that the ultimate controlling party are the trustees of The Windsor Telecom Limited
Employee Ownership Trust.

Page 45