Company registration number 00692333 (England and Wales)
INTERPHONE LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2023
PAGES FOR FILING WITH REGISTRAR
INTERPHONE LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
INTERPHONE LIMITED
BALANCE SHEET
- 1 -
31 May 2023
31 December 2021
Notes
£
£
£
£
Fixed assets
Tangible assets
5
157,663
7,839
Current assets
Stocks
114,011
113,117
Debtors
6
4,191,016
4,567,204
Cash at bank and in hand
176,396
776,300
4,481,423
5,456,621
Creditors: amounts falling due within one year
7
(1,874,948)
(2,864,934)
Net current assets
2,606,475
2,591,687
Net assets
2,764,138
2,599,526
Capital and reserves
Called up share capital
20,000
20,000
Profit and loss reserves
2,744,138
2,579,526
Total equity
2,764,138
2,599,526
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 28 February 2024 and are signed on its behalf by:
Mr P Dellow
Director
Company registration number 00692333 (England and Wales)
INTERPHONE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2023
- 2 -
1
Accounting policies
Company information
Interphone Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Pavillion, Grange Drive, Hedge End, Southampton, England, SO30 2AF.
1.1
Reporting period
The financial statements cover the period from the 1 January 2022 to 31 May 2023. In September 2023 the company was acquired by SCCI Group and changed its reporting period to match the wider group. As a result, the comparatives, which cover the year ended 31 December 2021 are not entirely comparable.
1.2
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on delivery or completion of installation), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
The sales of equipment sold but financed by way of a finance lease arrangement is recognised as part of income from sales of equipment. The revenue recognised at the commencement of the lease term is the present value of the minimum lease payments accruing to the company, computed at a market rate of interest, excluding annual maintenance charges included in the lease payment. The income attributable to the finance charge arising on the finance lease is recognised over the primary period of the lease so as to give a constant rate of return on the carrying amount.
Income derived from maintenance contracts is accrued on a straight line basis over the term of the contract. Other maintenance income is recognised on provision of the service.
1.4
Intangible fixed assets other than goodwill
Intangible assets purchased are recognised when future economic benefits are probably and the cost or value of the asset can be measured reliably.
Intangible assets are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software
33% to 50% per annum
INTERPHONE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 3 -
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
over the length of the lease
Fixtures and fittings
15% to 33% per annum
Computer equipment
16% to 33% per annum
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.7
Stocks
Stocks represent installation stocks and spares used in the repair and maintenance of the assets covered by support contracts and ad-hoc upgrades of equipment. Stocks are valued at the lower of cost and estimated selling price less costs to sell. Cost is determined using the first in first out cost basis and for work in progress, includes direct labour costs and overheads appropriate to the stage of job completion.
Provision is made for items which are no longer expected to be utilised.
Demonstration stock is measured at cost, adjusted where applicable for any loss of service potential, to reflect the usage in the business until the point of sale. These items are amortised over three years.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.
INTERPHONE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 4 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
INTERPHONE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 5 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
Amounts due from lessees under finance leases are recognised as receivables at the amount of the company’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the company’s net investment outstanding in respect of leases.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
INTERPHONE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
- 6 -
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Stock provision
Stock is reviewed based on the ageing of items held and provision made for any stock which has not moved for more than 12 months or where it is known that the items of stock may have a value less than cost. The stock provision at the year end was £110,907 (2021: £120,266).
3
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2023
2021
Number
Number
Total
22
25
4
Intangible fixed assets
Software
£
Cost
At 1 January 2022 and 31 May 2023
22,375
Amortisation and impairment
At 1 January 2022 and 31 May 2023
22,375
Carrying amount
At 31 May 2023
At 31 December 2021
INTERPHONE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2023
- 7 -
5
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2022
7,354
64,438
71,792
Additions
142,328
47,832
190,160
Disposals
(7,354)
(42,543)
(49,897)
At 31 May 2023
142,328
69,727
212,055
Depreciation and impairment
At 1 January 2022
7,354
56,599
63,953
Depreciation charged in the period
24,556
15,689
40,245
Eliminated in respect of disposals
(7,354)
(42,452)
(49,806)
At 31 May 2023
24,556
29,836
54,392
Carrying amount
At 31 May 2023
117,772
39,891
157,663
At 31 December 2021
7,839
7,839
6
Debtors
2023
2021
Amounts falling due within one year:
£
£
Trade debtors
94,843
1,294,663
Corporation tax recoverable
12,787
85,113
Amounts owed by group undertakings
3,244,762
1,936,203
Other debtors
292,820
428,467
3,645,212
3,744,446
Deferred tax asset
127,774
162,910
3,772,986
3,907,356
2023
2021
Amounts falling due after more than one year:
£
£
Other debtors
418,030
659,848
Total debtors
4,191,016
4,567,204
INTERPHONE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2023
6
Debtors
(Continued)
- 8 -
The amounts owed by group undertakings are unsecured and have no formal terms. The amounts are therefore repayable on demand.
At 31 May 2023 a provision of £80,021 (2021: £15,996) was carried in respect of trade debtors due from customers from whom payment was overdue.
7
Creditors: amounts falling due within one year
2023
2021
£
£
Trade creditors
183,850
156,346
Amounts owed to group undertakings
166,040
166,040
Taxation and social security
44,903
392,179
Other creditors
1,480,155
2,150,369
1,874,948
2,864,934
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Andrew Jay ACA FCCA
Statutory Auditor:
Fiander Tovell Limited
9
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2021
£
£
84,073
60,287
INTERPHONE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2023
- 9 -
10
Related party transactions
The Company has taken advantage of the exemption in FRS 102 Section 33.1A to not disclose transactions with wholly owned group entities.
During the period the company paid interest to related parties of £nil (2021: £nil) and received interest from related parties of £8,559 (2021: £9,194). The interest payable arises on loan balances with related parties that are unsecured and bore interest at 1% per annum.
The company provides goods and services to companies under the control of the Tchenguiz Family Trust. During the period, sales of £80,340 (2021: £44,238) were made to entities related by common control, which are not wholly owned within the Trust. At the period end, £765 (2021: £27,257) was due from these companies, of which £nil (2021: £7,970) is provided against.
11
Parent company
The company was a wholly owned subsidiary of Interphone Security Group Limited, during the reporting period.
Interphone Security Group Limited is a wholly owned subsidiary of Roadweald Limited, a company registered in the United Kingdom, which in turn is a wholly owned subsidiary of Aztec CBG Opco Limited, a company registered in the United Kingdom.
Aztec CBG Opco Limited and its subsidiary undertakings compromise a small-sized group. Aztec CBG Opco has therefore taken advantage of the exemptions provided by section 399 of the Companies Act 2006 from the requirement to prepare consolidated financial statements on the basis that it is subject to the small companies regime.
The ultimate parent undertaking is Euro Investments Overseas Inc, a company registered in the British Virgin Islands.
The ultimate controlling party is the Tchenquiz Family Trust.
From 18th September 2023 the immediate parent undertaking was SCCI Alphatrack Limited, a company incorporated in England and Wales and the ultimate parent undertaking was Minza Investments SA (Panama).
From 15th January 2024 SCCI Group Limited, which SCCI Alphatrack Limited is a subsidiary of, was purchased by Project Wexler Bidco Limited. Therefore the company's ultimate controlling party is now Cadence Wexler GP LLP.
12
Post balance sheet events
On 18 September 2023 100% of the company's shares were acquired by SCCI Alphatrack Limited.
The acquisition has no effect on the results presented for the period to 31 May 2023. As part of the transaction, amounts owed to Interphone Limited by group undertakings of £1,838,719 were waived. Effects of the waiver will be recognised in the next financial period.
From 15th January 2024 the SCCI Group Limited, which SCCI Alphatrack Limited is a subsidiary of, was purchased by Project Wexler Bidco Limited. Therefore the company's ultimate controlling party is now Cadence Wexler GP LLP.
As a result of the transaction, Project Wexler Bidco Limited entered into a borrowing facility of £28,000,000. This facility is secured by a fixed and floating charge over SCCI Group Limited and its subsidiaries.