Bell-TSI Limited - Limited company accounts 23.2

REGISTERED NUMBER: 09989646 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 March 2023

for

Bell-TSI Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

Mrs M K Gill

N W Petheram

REGISTERED OFFICE:

New Hampshire Court

St Pauls Road

Southsea

Hampshire

PO5 4AQ

REGISTERED NUMBER:

09989646 (England and Wales)

AUDITORS:

JWR Audit Limited

Statutory Auditor

24 Picton House

Hussar Court

Waterlooville

Hampshire

PO7 7SQ

The directors present their strategic report for the year ended 31 March 2023.

Review of the business

Bell TSi continued its growth, with revenues increasing from £167,219,717 to £214,631,348, an increase of 28%. The business has benefitted from increased customer engagement within the existing customer base, focusing on its strategic customers and partners.

Administration expenses have decreased from £1,459,450 to £480,422. The decrease is mostly due to the reallocation of some back-office functions and services to more manually onerous areas of the group.

Earnings before interest, taxation, depreciation and amortization increased to £5,273,213 (2022 £381,616). Operating profit increased from £380,152 to £5,271,918.

The group continues to secure new contracts to provide information technology equipment and services to an international business process outsourcing and professional services. These contracts are expected to contribute material additional revenues in the future.

Principal risks and uncertainties

Bell TSi Ltd use various financial instruments. These include cash, trade debtors and trade creditors that arise directly from its operations. The existence of these financial instruments exposes the business to several financial risks which are described in more detail below.

Liquidity risk

Bell TSi actively maintains an appropriate level of liquidity through a suitable amount of cash in hand. Bank balances are monitored daily by the central finance function.

Credit Risk

The principal financial assets are deposits, cash and trade debtors. The credit risk associated with the deposits and cash is limited as the counter parties have high credit ratings assigned by international credit rating agencies and are regularly reviewed. The principal credit risk arises therefore from the trade debtors. In order to manage credit risk, the directors set limits for customers based on a combination of payment history and third party credit references. Credit limits are reviewed by the finance function on a regular basis in conjunction with debt ageing and collection history.

The company manages its cash and borrowing requirements to maximize income and minimise interest expense, whilst ensuring that the company has sufficient liquid resources to meet the operating needs of the business.

Future developments

The group continues to develop a number of solutions to support customers in a fast developing environment. Continued growth in revenues from our Procurement Management Offering demonstrate the value of providing innovative propositions that help customers improve the return on capital employed and to streamline operations

The group is also exploring new revenue streams to support its continued focus on growth and digital automation.

Key performance indicators

The directors use Sale, Gross Margin and Operating Profit key performance indicators to assess the performance of the group. The increase in revenue is attributable to the encouraging growth in sales to key accounts.

Research & 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.

REVIEW OF BUSINESS

ON BEHALF OF THE BOARD:

Mrs M K Gill - Director

12 December 2023

The directors present their report with the financial statements of the company for the year ended 31 March 2023.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of Information technology consultancy activities.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2023.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2022 to the date of this report.

Mrs M K Gill

N W Petheram

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, JWR Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mrs M K Gill - Director

12 December 2023

Opinion

We have audited the financial statements of Bell-TSI Limited (the 'company') for the year ended 31 March 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2023 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

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

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

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

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations.

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, misrepresentations or through collusion.

Procedures performed by the audit team included:

- Discussions with management regarding known or suspected instances of non-compliance with laws and regulations;

- Evaluation of controls designed to prevent and detect irregularities; and

- Assessing journals entries as part of our planned audit approach.

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.

As in all of 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 Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Kate Wood (Senior Statutory Auditor)

for and on behalf of JWR Audit Limited

Statutory Auditor

24 Picton House

Hussar Court

Waterlooville

Hampshire

PO7 7SQ

15 December 2023

TURNOVER

214,631,348

167,224,039

Cost of sales

208,943,624

166,286,869

GROSS PROFIT

5,687,724

937,170

Administrative expenses

407,969

517,495

5,279,755

419,675

Other operating income

(7,838

)

(39,523

)

OPERATING PROFIT and

PROFIT BEFORE TAXATION

5,271,917

380,152

Tax on profit

5

-

PROFIT FOR THE FINANCIAL YEAR

5,271,917

380,152

PROFIT FOR THE YEAR

5,271,917

380,152

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

5,271,917

380,152

CURRENT ASSETS

Debtors

6

86,835,995

28,230,060

Cash at bank

584

22,962

86,836,579

28,253,022

CREDITORS

Amounts falling due within one year

7

84,839,950

31,528,310

NET CURRENT ASSETS/(LIABILITIES)

1,996,629

(3,275,288

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

1,996,629

(3,275,288

)

CAPITAL AND RESERVES

Called up share capital

8

100

Retained earnings

9

1,996,529

(3,275,388

)

SHAREHOLDERS' FUNDS

1,996,629

(3,275,288

)

The financial statements were approved by the Board of Directors and authorised for issue on 12 December 2023 and were signed on its behalf by:

Mrs M K Gill - Director

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1 April 2021

100

(3,655,540

)

(3,655,440

)

Changes in equity

Total comprehensive income

-

380,152

Balance at 31 March 2022

100

(3,275,388

)

(3,275,288

)

Changes in equity

Total comprehensive income

-

5,271,917

Balance at 31 March 2023

100

1,996,529

1,996,629

Cash flows from operating activities

Cash generated from operations

1

5,528,742

(2,206,677

)

Net cash from operating activities

5,528,742

(2,206,677

)

Cash flows from financing activities

New loans in year

-

2,074,063

Loan repayments in year

(5,551,120

)

-

Net cash from financing activities

(5,551,120

)

2,074,063

Decrease in cash and cash equivalents

(22,378

)

(132,614

)

Cash and cash equivalents at beginning of
year

2

22,962

155,576

Cash and cash equivalents at end of year

2

584

22,962

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

31.3.23

31.3.22

£

Profit before taxation

5,271,917

380,152

Increase in trade and other debtors

(57,201,915

)

(27,064,529

)

Increase in trade and other creditors

57,458,740

24,477,700

Cash generated from operations

5,528,742

(2,206,677

)

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 March 2023

31.3.23

1.4.22

£

Cash and cash equivalents

584

22,962

Year ended 31 March 2022

31.3.22

1.4.21

£

Cash and cash equivalents

22,962

155,576

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.22

Cash flow

At 31.3.23

£

Net cash

Cash at bank

22,962

(22,378

)

584

22,962

(22,378

)

584

Total

22,962

(22,378

)

584

1.	STATUTORY INFORMATION

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

The presentation currency of the financial statements is the Pound Sterling (£).

Accounts are rounded to the nearest pound.

The account represent the company as an individual entity.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Significant judgements and estimates

The preparation of financial statements requires the use of estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. These estimates and assumptions are based on management's best knowledge of the amount, events or actions. Actual results may differ from those amounts.

Management do not consider there to be any significant judgements or estimates used in the preparation of these financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

3.	EMPLOYEES AND DIRECTORS

31.3.23

31.3.22

£

Wages and salaries

39,485

914,658

Social security costs

34,293

28,761

73,778

943,419

The average number of employees during the year was NIL (2022 - NIL).

31.3.23

31.3.22

£

Directors' remuneration

-

4.	OPERATING PROFIT

The operating profit is stated after charging:

31.3.23

31.3.22

£

Foreign exchange differences

7,838

39,523

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 March 2023 nor for the year ended 31 March 2022.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.3.23

31.3.22

£

Profit before tax

5,271,917

380,152

Profit multiplied by the standard rate of corporation tax in the UK of 19%
(2022 - 19%)

1,001,664

72,229

Effects of:

Utilisation of tax losses

(1,001,664

)

(72,229

)

Total tax charge

-

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.23

31.3.22

£

Trade debtors

85,108,197

27,789,140

Amounts owed by group undertakings

1,670,520

266,500

Other debtors

57,278

42,803

Prepayments and accrued income

-

131,617

86,835,995

28,230,060

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.23

31.3.22

£

Trade creditors

82,812,744

25,822,437

Amounts owed to group undertakings

616,505

4,763,605

VAT

619,584

389,672

Accruals and deferred income

-

396,597

Accrued expenses

791,117

155,999

84,839,950

31,528,310

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.23

31.3.22

value:

£

100

Ordinary

£1

100

9.

RESERVES

Retained

earnings

£

At 1 April 2022

(3,275,388

)

Profit for the year

5,271,917

At 31 March 2023

1,996,529

10.	ULTIMATE CONTROLLING PARTY

The ultimate parent company of Bell-TSI Limited is Bell Microsystems Limited.

The group accounts in which this company's accounts are consolidated is Bell Microsystems Limited.

Bell Microsystems Limited prepares group financial statements and copies can be obtained

from its registered office:

New Hampshire Court

St Pauls Road

Southsea

Hampshire

PO5 4AQ