REGISTERED NUMBER: 02743776 (England and Wales) |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2023 |
FOR |
CYIENT EUROPE LIMITED |
REGISTERED NUMBER: 02743776 (England and Wales) |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2023 |
FOR |
CYIENT EUROPE LIMITED |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 5 |
Report of the Independent Auditors | 7 |
Consolidated Income Statement | 11 |
Consolidated Other Comprehensive Income | 12 |
Consolidated Balance Sheet | 13 |
Company Balance Sheet | 14 |
Consolidated Statement of Changes in Equity | 15 |
Company Statement of Changes in Equity | 16 |
Consolidated Cash Flow Statement | 17 |
Notes to the Consolidated Cash Flow Statement | 18 |
Notes to the Consolidated Financial Statements | 20 |
CYIENT EUROPE LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 MARCH 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
Statutory Auditors |
9 Berners Place |
London |
W1T 3AD |
BANKERS: | HSBC Bank |
Canary Wharf |
Canada Place |
London |
E14 5AH |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MARCH 2023 |
The directors present their strategic report of the company and the group for the year ended 31 March 2023. |
REVIEW OF BUSINESS |
The 12 months ending 31st March 2023 has been a transformational period for Cyient Europe Ltd. In the space of three months the company made two significant acquisitions that has almost doubled the group in terms of revenue and headcount. The first acquisition, completed on 6th June 2022, was of Portuguese based Celfinet, acquired to strengthen our communications business. The second acquisition, and the largest that the company has ever made, was of Citec, an international plant and product engineering services company, headquartered in Vaasa, Finland. This transaction was closed on 25th August 2022. Together these two companies bring complementary skills and abilities as well as access to new markets and geographies. Detailed integration plans exist for both businesses and to date progress has been very encouraging. |
During the 12 months the group delivered organic like for like growth of over 12%. Gross margins also showed a significant improvement, leading to an operating profit 170% higher than during the previous 12 months. When the two acquisitions are included, revenue grew 90% year on year and our operating profit was almost 4 times the figure for the proceeding 12 months. |
The acquisitions clearly had an impact on the group balance sheet with the level of our borrowings increasing by approximately £50million. We have strong relationships with our two main banks, HSBC and Citibank, and were able to negotiate favourable terms on their loans. Cash receipts and free cash flow from operations are more than adequate to meet any interest and capital repayments. In saying that, and as in previous years, the company continues to be very focused on reducing its days outstanding and on improving its overall cash collection. |
PRINCIPAL RISKS AND UNCERTAINTIES |
Cyient Europe Limited and the group undertake periodic audits to track and manage risks that are associated with the business. These risks include: |
- Business portfolio risks |
- Financial risks |
- Competition risks |
- Internal process risks |
The group's business covers several industry verticals and geographic markets which suitably de-risks it from dependence on a single customer, market or service. During the financial year, the company continued to build annuity business with some of its strategic customers, specifically in the Aerospace , Rail and Government sectors. It rolled out a number of new service offerings, including solutions based around big data and analytics that it believes will be a good basis for growth in the coming years. |
The Group remains aware of the business risks and uncertainties related to its markets and customers. Its mitigation plan focuses on strengthening and mining existing client relationships, generating new customer accounts and delivering new services and solutions. We do not envisage entering new geographic markets, unless it is through a targeted acquisition or it is driven by an existing customer requirement. |
In terms of financial risk, the company earns a part of its revenues from customers who pay in Euros. It is hence exposed to exchange rate volatility particularly around the Euro and Indian Rupee. The company maintains a liquid balance sheet and ensured a significant level of cash collection during the year. |
The company's focus on engineering, data, geospatial, network and operations provides the basis for both differentiating and enhancing its value for its customers and markets as well as managing competitive pressure. |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MARCH 2023 |
SECTION 172(1) STATEMENT |
The board of directors of Cyient Europe Ltd consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in S172 (1)(a-f) of the Act) in the decision taken during the year ended 31 March 2023. |
- Our plan was designed to have a long-term beneficial impact on the group and to contribute to its success in delivering a better quality, more reliable services to its customer. |
- Our employees are fundamental to the delivery of our plan. We aim to be a responsible employer in our approach to the pay and benefits our employees receive. The health, safety and well-being of our employees is one of our primary considerations. |
- Our plan took into account the impact of the company’s operations on the community and environment and our wider societal responsibilities. |
- As the Board of Directors, our intention is to behave responsibly and ensure that management operates the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business. The intention is to nurture our reputation that reflects our responsible behaviour. |
- As the Board of Directors, our intention is to behave responsibly toward our shareholders and treat them fairly and equally, so they too may benefit from the success of the business. |
KEY PERFORMANCE INDICATORS |
The Group's annual operating plan sets objectives and metrics for sales, operations and financial performance. These include revenue, profitability, orders intake, on time delivery and day sales outstanding which are periodically tracked and measured. This gives the basis to understand variances from budget, measure performance on an ongoing basis and ensure cost control. |
Operational performance is tracked and managed through the Project Management Office and e3 software, where the focus is on ensuring that deliverables adhere to quality, schedule and budget. The PMO improves transparency on project performance and supports greater management control. |
The quality of financial management and internal controls has substantially improved through various initiatives around the automation of financial processes and through establishing strong internal financial controls across all activities. |
The board of directors uses both financial and non-financial performance indicators to review the company's position. |
The main financial performance indicators are: |
2023 | 2022 |
Gross profit to turnover | 37.56% | 16.67% |
Net profit/(loss) after tax to turnover | 7.69% | 0.33% |
Current ratio | 84.23% | 78.41% |
Gearing ratio | 35% | 33.44% |
Net cash balances | £16.8M | £8.1M |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MARCH 2023 |
The non financial indicators are: |
Supplier confidence |
The Group maintains an excellent relationship with all its suppliers. |
Customer satisfaction |
The Group's customers are based in the UK and Europe. The Group aims to maintain good relationships with all its customers. The Group continued to track operational performance through periodic customer satisfaction audits. |
Employee relationship |
The Group operates non discriminatory policies on the employment and welfare of the staff. Health and safety policies are strictly adhered to by ensuring staff are properly trained. The Group also maintains a healthy and productive relationship with its employees. |
ON BEHALF OF THE BOARD: |
6 March 2024 |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 MARCH 2023 |
The directors present their report with the financial statements of the company and the group for the year ended 31 March 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of The principal activity of the group in the year under review was that of the provision of engineering, data, geospatial, network and operations services to customers in the United Kingdom, Benelux and DACH markets. Having expanded its focus to include the Semiconductor design and verification market through the acquisition of Ansem NV in Belgium, the company now has a substantial plant and process engineering business through the acquisition of Citec and a strong presence in the Scandinavian markets, particularly Finland and Norway. We see these capabilities complimenting very well our existing engineering services. In addition, we have strengthened our network services through the acquisition of Celfinet, who bring strong wireless network and engineering capabilities. |
DIVIDENDS |
The directors did not recommend the payment of any dividends during the year (2022: £ nil ). |
FUTURE DEVELOPMENTS |
Building on the work done in previous years, We will continue to apply technology imaginatively to solve problems that matter across the high-growth sectors of transport, connectivity, sustainability, healthcare, automotive, semiconductor. The company will continue to leverage synergies and cost optimisation opportunities with its sister company in Europe, namely Cyient GmbH. The company will build on the success it has had using finance and HR shared services offshore, that has enabled the company to support its business growth with only minimal increases in indirect costs. Two major focus areas for Cyient Europe during this period has been on risk and compliance, and ESG. To this end, following the implementation of a new compliance tool, the company is now fully aligned with the rest of the Cyient Group of companies and can track compliance and risk on a near real time basis. For ESG, initiatives and reporting are in place that will ensure that the company leverages group-wide solutions wherever possible. |
As previously mentioned, we expanded our capabilities and diversified our portfolio this financial year through the acquisitions of Citec and Celfinet. It is envisaged that both businesses will be fully integrated into the Group's existing business and processes. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 April 2022 to the date of this report. |
Other changes in directors holding office are as follows: |
FINANCIAL INSTRUMENTS |
The company's and group's financial instruments include bank balances, trade creditors and inter-company financing. Day to day operations continue to be funded through cashflow and from reserves within the business. |
RELATED PARTY TRANSACTIONS |
Other than transactions between members of the group headed by the parent company, for which exemption under FRS 102 section 33.1A was adopted, there were no related party transactions. |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 MARCH 2023 |
GROUP'S POLICY ON PAYMENT OF CREDITORS |
The company's and group's current policy concerning the payment of trade creditors is to: |
- pay in accordance with the company's and group's contractual and other legal obligations; |
- agree in specific cases payment terms with a supplier that reflect the particular nature of a client contract; |
- ensure that regular suppliers are aware of our standard payment terms and that these are respected and acted upon. |
- copies of the standard policy can be obtained from the company's registered office. |
STREAMLINED ENERGY AND CARBON REPORTING |
The group operates in the UK from one office and one other location. As a result their energy consumption is less that the requirement to disclose in the United Kingdom. The major part of the business is generated from Europe and therefore no further information is required to be disclosed in the financial statements. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group 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 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 and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
- | 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
CYIENT EUROPE LIMITED |
Opinion |
We have audited the financial statements of Cyient Europe Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 31 March 2023 and of the group's 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 group 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 group's and 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. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group 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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
CYIENT EUROPE LIMITED |
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 Group 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 Group 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 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 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 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. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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 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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
CYIENT EUROPE LIMITED |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Identifying and assessing potential risks related to irregularities |
In identifying and assessing risks of material misstatements in respect of irregularities, including fraud and non-compliance and regulations, we considered the following: |
- the nature of the industry and sector, control environment and business performance including the design of company's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets. |
- results of our enquiries of management about their own identification and assessment of the risks and irregularities; |
- any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to: |
- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; |
- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; |
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; |
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified that greatest potential for fraud is revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. |
We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context include the UK Companies Act, pension legislation and tax legislation. |
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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
CYIENT EUROPE LIMITED |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Accountants |
Statutory Auditors |
9 Berners Place |
London |
W1T 3AD |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
CONSOLIDATED INCOME STATEMENT |
FOR THE YEAR ENDED 31 MARCH 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER | 3 | 124,954,393 | 63,154,362 |
Cost of sales | (78,018,836 | ) | (52,566,676 | ) |
GROSS PROFIT | 46,935,557 | 10,587,686 |
Administrative expenses | (36,569,190 | ) | (10,547,044 | ) |
10,366,367 | 40,642 |
Other operating income | 4 | 1,318,223 | 314,567 |
OPERATING PROFIT | 6 | 11,684,590 | 355,209 |
Interest receivable and similar income | 7 | 3,361 | 86,284 |
11,687,951 | 441,493 |
Interest payable and similar expenses | 8 | (2,080,441 | ) | (231,118 | ) |
PROFIT BEFORE TAXATION | 9,607,510 | 210,375 |
Tax on profit | 9 | (1,948,564 | ) | (455,100 | ) |
PROFIT/(LOSS) FOR THE FINANCIAL YEAR |
( |
) |
Profit/(loss) attributable to: |
Owners of the parent | 7,658,946 | (244,725 | ) |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
CONSOLIDATED OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 MARCH 2023 |
2023 | 2022 |
Notes | £ | £ |
PROFIT/(LOSS) FOR THE YEAR | 7,658,946 | (244,725 | ) |
OTHER COMPREHENSIVE LOSS |
Translation Reserve | (184,654 | ) | (430,776 | ) |
Income tax relating to other comprehensive loss |
- |
- |
OTHER COMPREHENSIVE LOSS FOR THE YEAR, NET OF INCOME TAX |
(184,654 |
) |
(430,776 |
) |
TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR |
7,474,292 |
(675,501 |
) |
Total comprehensive income/(loss) attributable to: |
Owners of the parent | 7,474,292 | (675,501 | ) |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
CONSOLIDATED BALANCE SHEET |
31 MARCH 2023 |
2023 | 2022 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 11 | 111,248,259 | 8,263,706 |
Tangible assets | 12 | 2,090,417 | 1,519,440 |
Investments | 13 | 1,817,817 | 1,139,456 |
115,156,493 | 10,922,602 |
CURRENT ASSETS |
Debtors | 14 | 51,158,150 | 25,875,019 |
Cash at bank and in hand | 16,791,995 | 8,123,101 |
67,950,145 | 33,998,120 |
CREDITORS |
Amounts falling due within one year | 15 | (80,667,808 | ) | (43,356,945 | ) |
NET CURRENT LIABILITIES | (12,717,663 | ) | (9,358,825 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
102,438,830 |
1,563,777 |
CREDITORS |
Amounts falling due after more than one year |
16 |
(51,142,037 |
) |
(358,169 |
) |
PROVISIONS FOR LIABILITIES | 21 | (2,309,537 | ) | (92,644 | ) |
NET ASSETS | 48,987,256 | 1,112,964 |
CAPITAL AND RESERVES |
Called up share capital | 22 | 3,773,810 | 1,850,000 |
Share premium | 23 | 39,028,617 | 552,427 |
Translation reserves | 23 | (531,516 | ) | (346,862 | ) |
Other reserves | 23 | 34,847 | 34,847 |
Retained earnings | 23 | 6,681,498 | (977,448 | ) |
SHAREHOLDERS' FUNDS | 48,987,256 | 1,112,964 |
The financial statements were approved by the Board of Directors and authorised for issue on 6 March 2024 and were signed on its behalf by: |
J P Renard - Director |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
COMPANY BALANCE SHEET |
31 MARCH 2023 |
2023 | 2022 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 11 |
Tangible assets | 12 |
Investments | 13 |
CURRENT ASSETS |
Debtors | 14 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 15 | ( |
) | ( |
) |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
16 |
( |
) |
( |
) |
PROVISIONS FOR LIABILITIES | 21 | ( |
) | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 22 |
Share premium | 23 |
Retained earnings | 23 |
SHAREHOLDERS' FUNDS |
Company's (loss)/profit for the financial year |
(1,878,333 |
) |
1,377,754 |
The financial statements were approved by the Board of Directors and authorised for issue on |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 MARCH 2023 |
Called up |
share | Retained | Share |
capital | earnings | premium |
£ | £ | £ |
Balance at 1 April 2021 | 1,850,000 | (732,723 | ) | 552,427 |
Changes in equity |
Total comprehensive loss | - | (244,725 | ) | - |
Balance at 31 March 2022 | 1,850,000 | (977,448 | ) | 552,427 |
Changes in equity |
Issue of share capital | 1,923,810 | - | 38,476,190 |
Total comprehensive income | - | 7,658,946 | - |
Balance at 31 March 2023 | 3,773,810 | 6,681,498 | 39,028,617 |
Translation | Other | Total |
reserves | reserves | equity |
£ | £ | £ |
Balance at 1 April 2021 | 83,914 | 34,847 | 1,788,465 |
Changes in equity |
Total comprehensive loss | (430,776 | ) | - | (675,501 | ) |
Balance at 31 March 2022 | (346,862 | ) | 34,847 | 1,112,964 |
Changes in equity |
Issue of share capital | - | - | 40,400,000 |
Total comprehensive income | (184,654 | ) | - | 7,474,292 |
Balance at 31 March 2023 | (531,516 | ) | 34,847 | 48,987,256 |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 MARCH 2023 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Balance at 1 April 2021 |
Changes in equity |
Total comprehensive income | - | - |
Balance at 31 March 2022 |
Changes in equity |
Issue of share capital | - |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 31 March 2023 |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 MARCH 2023 |
2023 | 2022 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 27,882,736 | 371,724 |
Interest paid | (2,080,441 | ) | (231,118 | ) |
Tax paid | (222,793 | ) | (571,727 | ) |
Net cash from operating activities | 25,579,502 | (431,121 | ) |
Cash flows from investing activities |
Purchase of intangible fixed assets | (105,191,370 | ) | (15,300 | ) |
Purchase of tangible fixed assets | (1,105,152 | ) | (99,082 | ) |
Purchase of fixed asset investments | (151,816 | ) | - |
Sale of tangible fixed assets | 59,080 | 220,068 |
Interest received | 3,361 | 86,284 |
Net cash from investing activities | (106,385,897 | ) | 191,970 |
Cash flows from financing activities |
New loans in year | 48,148,140 | - |
Loan repayments in year | - | (157,352 | ) |
Share issue | 40,400,000 | - |
Net cash from financing activities | 88,548,140 | (157,352 | ) |
Increase/(decrease) in cash and cash equivalents | 7,741,745 | (396,503 | ) |
Cash and cash equivalents at beginning of year |
2 |
8,123,101 |
8,519,604 |
Cash and cash equivalents at end of year |
2 |
15,864,846 |
8,123,101 |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 MARCH 2023 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2023 | 2022 |
£ | £ |
Profit before taxation | 9,607,510 | 210,375 |
Depreciation charges | 2,995,802 | 2,383,771 |
Profit on disposal of fixed assets | (4,590 | ) | (54,510 | ) |
Other | - | (409,040 | ) |
Finance cost amortisation | 468,505 | - |
Fair value of Earnout payable | 994,849 | - |
Government grants | (516,342 | ) | (21,070 | ) |
Finance costs | 2,080,441 | 231,118 |
Finance income | (3,361 | ) | (86,284 | ) |
15,622,814 | 2,254,360 |
Increase in trade and other debtors | (24,754,115 | ) | (2,103,129 | ) |
Increase in trade and other creditors | 37,014,037 | 220,493 |
Cash generated from operations | 27,882,736 | 371,724 |
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 | 16,791,995 | 8,123,101 |
Bank overdrafts | (927,149 | ) | - |
15,864,846 | 8,123,101 |
Year ended 31 March 2022 |
31.3.22 | 1.4.21 |
£ | £ |
Cash and cash equivalents | 8,123,101 | 8,519,604 |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 MARCH 2023 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
At 1.4.22 | Cash flow | At 31.3.23 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 8,123,101 | 8,668,894 | 16,791,995 |
Bank overdrafts | - | (927,149 | ) | (927,149 | ) |
8,123,101 | 7,741,745 | 15,864,846 |
Debt |
Debts falling due within 1 year | (14,663,560 | ) | (4,843,181 | ) | (19,506,741 | ) |
Debts falling due after 1 year | (358,169 | ) | (43,304,959 | ) | (43,663,128 | ) |
(15,021,729 | ) | (48,148,140 | ) | (63,169,869 | ) |
Total | (6,898,628 | ) | (40,406,395 | ) | (47,305,023 | ) |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2023 |
1. | STATUTORY INFORMATION |
Cyient Europe Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Comprehensive accounting policies and notes for the group are available in the Group's consolidated financial statements in India at http://www.cyient.com/ |
The financial statements are presented in £ Sterling and prepared on a going concern basis. |
The group financial statements consolidate the financial statements of Cyient Europe Limited and all its subsidiary undertakings drawn up to 31 March each year. |
The parent company has been taken advantage of section 408 of the Company Act 2006 and has not included its own Profit and Loss Account in these financial statements. |
Basis of consolidation |
The Group financial statements comprise of the consolidated results of Cyient Europe Ltd, Cyient BV, Cyient Schweiz GmbH,Cyient SRO and Cyient NV. |
In June 2022 Celfinet Consultoriaem Telecomunicacoes S.A.(Portugal) and its subsidiaries were acquired. Results from 1st July 2022 to 31st March 2023 are included in the consolidated accounts. |
In August 2022 Sentiec OYJ/ Citec group OYAB (Finland) and its subsidiaries were acquired. Results from 1st September 2022 to 31st March 2023 are included in the consolidated accounts. |
Intergroup balances and income and expenses arising from intergroup transactions are eliminated when preparing the consolidated financial statements. |
Critical accounting 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. |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Turnover represents amounts receivable for goods and services net of VAT and trade discounts. |
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. |
Revenue recognition |
Licence revenues are recognised when risk of ownership transfers to customers which is deemed to occur on acceptance by customers. |
Training related revenues are recorded once the training has been provided. |
Maintenance and support revenues are recognised on a straight-line basis over the contract. |
Professional service revenues provided to customers on a fixed price basis are recorded on a percentage of completion. Revenue for such services are recognised based on completion of specified "milestones" as per the terms of the contract. |
The cost of work supplied and recognised by Cyient Ltd (India) is also recognised by the company together with its corresponding revenue and costs. |
Goodwill |
Goodwill represents the excess of the consideration paid over the fair value of net assets acquired, less any provision for impairment. Acquired goodwill is written off in equal annual instalments over its estimated useful economic life. |
The directors conduct an annual review on goodwill and any impairment to the value of goodwill is adjusted in the financial statements. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Customer contracts are being amortised evenly over their estimated useful life of 2 to 5 years. |
Computer software is being amortised evenly over its estimated useful life of 3 years. |
Patents and licences |
Patents and licences are valued at cost less accumulated amortisation and any provision for impairment. Amortisation is calculated to write off the cost in equal annual instalments over their estimated useful lives. |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, as follows: |
Plant and machinery | - 33 1/3% on cost |
Fixtures, fittings and equipment | - 15% - 20% on cost |
Short leasehold | -over the term of the lease |
Impairment of assets |
At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If the estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss. |
If an impairment loss subsequently reverses, the carry amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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. |
Research and development |
Research and development costs were calculated for earlier periods and additional tax relief was claimed. |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
2. | ACCOUNTING POLICIES - continued |
Foreign currencies |
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Non- monetary assets and liabilities that are measured in terms of the historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. |
Long term monetary items are translated at the yearend rate. |
The assets and liabilities of foreign operations arising on consolidation are translated at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated at an average rate for the period where this rate approximates to the foreign exchange rates ruling at the dates of the transactions. |
Exchange differences arising from the translation of foreign subsidiaries whose affairs are so closely linked with those of the holding company are taken to the profit and loss account. |
Exchange differences arising from the translation of foreign subsidiaries whose activities are not integral to the operations of the holding or investing company are taken directly to the translation reserve. |
Leasing commitments |
Rental payable under operating lease is charged to profit or loss on straight line basis over the lease term, unless the rental payments are structured to increase in line with expected general inflation, in which case the group recognises annual rent expense equal to amount to owed to the lessor. |
The aggregate benefit of lease incentives is recognised as a reduction to the expense recognised over the lease term on a straight line basis. |
Work in progress |
Work in progress is recognised on completion of specified tasks. |
Unbilled Revenue is recognised as turnover in income statement and under prepayments in the balance sheet. |
The cost associated with the unbilled revenue is recognised as cost of sales in the income statement and as accruals in the balance sheet. |
Related party transactions |
The company has taken advantage of Section 33.1A of FRS 102 and not disclosed transactions entered into between members of the group headed by the parent company Cyient Ltd. |
Investments |
Fixed asset investments are measured at fair value. Changes in fair value are recognised in the profit and loss account. |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
2023 | 2022 |
£ | £ |
United Kingdom | 44,733,889 | 37,873,128 |
Europe | 80,220,504 | 25,281,234 |
124,954,393 | 63,154,362 |
4. | OTHER OPERATING INCOME |
2023 | 2022 |
£ | £ |
Increase in value of |
investment | 526,545 | - |
Research & Development receipt | 39,058 | 157,385 |
Other income | 236,278 | 136,112 |
Government grants | 516,342 | 21,070 |
1,318,223 | 314,567 |
5. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£ | £ |
Wages and salaries | 41,440,744 | 16,605,340 |
Social security costs | 2,493,358 | 1,305,158 |
Other pension costs | 2,623,422 | 594,149 |
46,557,524 | 18,504,647 |
The average number of employees during the year was as follows: |
2023 | 2022 |
Administrative staff | 60 | 17 |
Others | 935 | 330 |
Directors and employees also receive share options in the ultimate holding company Cyient Limited, details of which are reflected in the financial statements of Cyient Limited. |
2023 | 2022 |
£ | £ |
Directors' remuneration | 731,217 | 553,927 |
Directors' pension contributions to money purchase schemes | 52,164 | 50,721 |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
5. | EMPLOYEES AND DIRECTORS - continued |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 2 | 2 |
Information regarding the highest paid director is as follows: |
2023 | 2022 |
£ | £ |
Emoluments etc | 436,163 | 363,196 |
Pension contributions to money purchase schemes | 28,175 | 24,552 |
6. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
2023 | 2022 |
£ | £ |
Hire of plant and machinery | 183,000 | - |
Depreciation - owned assets | 523,592 | 425,295 |
Profit on disposal of fixed assets | (4,590 | ) | (54,510 | ) |
Goodwill amortisation | 1,743,671 | 1,788,668 |
Other intangible assets amortisation | 123,942 | - |
Customer contracts amortisation | - | 157,824 |
Computer software amortisation | 613,945 | 12,272 |
Auditors' remuneration | 33,425 | 33,000 |
Auditors' remuneration for non audit work | 12,000 | 11,000 |
Foreign exchange differences | (155,641 | ) | (152,281 | ) |
7. | INTEREST RECEIVABLE AND SIMILAR INCOME |
2023 | 2022 |
£ | £ |
Bank interest | 3,361 | 86,284 |
8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Bank overdraft interest | 17,080 | 11,113 |
Bank interest | 2,030,140 | 173,157 |
Loan interest | 33,221 | 46,848 |
2,080,441 | 231,118 |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
9. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2023 | 2022 |
£ | £ |
Current tax: |
UK corporation tax | 7,421 | 329,671 |
Prior year tax adjustment | - | 29,903 |
Swiss tax | 27,497 | 29,871 |
Belgian tax | 53,008 | 3,548 |
Portugal/Finish tax | 48,033 | - |
the Czech Republic tax | 1,481,979 | - |
Dutch tax | 81,244 | 60,936 |
Total current tax | 1,699,182 | 453,929 |
Liability: Origination of |
timing differences | 249,382 | 1,171 |
Tax on profit | 1,948,564 | 455,100 |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
£ | £ |
Profit before tax | 9,607,510 | 210,375 |
Profit multiplied by the standard rate of corporation tax in the UK of 19 % (2022 - 19 %) |
1,825,427 |
39,971 |
Effects of: |
Expenses not deductible for tax purposes | 315,213 | - |
Income not taxable for tax purposes | (100,044 | ) | - |
Capital allowances in excess of depreciation | (9,280 | ) | - |
Depreciation in excess of capital allowances | - | 47,009 |
Adjustments to tax charge in respect of previous periods | - | 29,903 |
Non UK tax and consolidation adjustments | (2,023,895 | ) | 242,691 |
Belgian tax | 53,008 | 3,548 |
Dutch tax | 81,244 | 60,936 |
Swiss tax | 27,497 | 29,871 |
Deferred tax | 249,382 | 1,171 |
the Czech Republic tax | 1,481,979 | - |
Portugal/Finish tax | 48,033 | - |
Total tax charge | 1,948,564 | 455,100 |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
9. | TAXATION - continued |
Tax effects relating to effects of other comprehensive income |
2023 |
Gross | Tax | Net |
£ | £ | £ |
Translation Reserve | (184,654 | ) | - | (184,654 | ) |
2022 |
Gross | Tax | Net |
£ | £ | £ |
Translation Reserve | (430,776 | ) | - | (430,776 | ) |
10. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
11. | INTANGIBLE FIXED ASSETS |
Group |
Other |
intangible | Customer | Computer |
Goodwill | assets | contracts | software | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 April 2022 | 14,733,607 | - | 2,547,120 | 1,191,357 | 18,472,084 |
Additions | 69,934,632 | 675,702 | 27,808,000 | 7,047,782 | 105,466,116 |
Disposals | (863,938 | ) | - | - | - | (863,938 | ) |
Exchange differences | - | - | - | 56,656 | 56,656 |
At 31 March 2023 | 83,804,301 | 675,702 | 30,355,120 | 8,295,795 | 123,130,918 |
AMORTISATION |
At 1 April 2022 | 6,482,030 | - | 2,547,120 | 1,179,228 | 10,208,378 |
Amortisation for year | 1,743,671 | 123,942 | - | 613,945 | 2,481,558 |
Eliminated on disposal | (863,938 | ) | - | - | - | (863,938 | ) |
Exchange differences | - | - | - | 56,661 | 56,661 |
At 31 March 2023 | 7,361,763 | 123,942 | 2,547,120 | 1,849,834 | 11,882,659 |
NET BOOK VALUE |
At 31 March 2023 | 76,442,538 | 551,760 | 27,808,000 | 6,445,961 | 111,248,259 |
At 31 March 2022 | 8,251,577 | - | - | 12,129 | 8,263,706 |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
11. | INTANGIBLE FIXED ASSETS - continued |
Group |
Goodwill represents the excess of consideration paid over the fair value of net assets acquired. |
Goodwill of £3,150 on the acquisition of Cyient BV has been fully amortized. |
Goodwill of £863,937 on the acquisition of the Bristol office on 1 November 2014 was fully amortised over 8 years. The directors have taken a view to write-off as it is fully amalgamated into the business module. |
Goodwill of £1,261,271, customer contacts of £900,000 and computer software of £140,950 was added as a result of the acquisition of Blom Aerofilms Ltd and is being amortized over 8 years, 5 years and 3 years respectively on 31 March 2017. Customer contracts are now fully amortised. |
Goodwill arising from the acquisition of Ansem NV in March 2019 is being impaired in current and previous year to reflect the fair value of goodwill at £13,007,352. Also, the goodwill is being amortized over 8 years. Customers complete and non-complete contracts acquired from Ansem for £1,647,120 is being amortized over 2 to 3 years. |
Goodwill of £23,466,179 and customer contacts of £4,048,000 arose as a result of the acquisition of Celfinet group of companies. No amortization carried out in the year of acquisition and will be amortized over 8 years and 5 years respectively. |
Goodwill of £31,791,533, customer contacts of £23,760,000 arose as a result of the acquisition of the Citec group. No amortisation carried out in the year of acquisition and will be amortised over 8 years and 5 years respectively. Further goodwill of £14,676,920 was added from the acquisition of the Citec group and its subsidiaries. |
Company |
Customer | Computer |
Goodwill | contracts | software | Totals |
£ | £ | £ | £ |
COST |
At 1 April 2022 |
Additions |
Disposals | ( |
) | ( |
) |
At 31 March 2023 |
AMORTISATION |
At 1 April 2022 |
Amortisation for year |
Eliminated on disposal | ( |
) | ( |
) |
At 31 March 2023 |
NET BOOK VALUE |
At 31 March 2023 |
At 31 March 2022 |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
11. | INTANGIBLE FIXED ASSETS - continued |
Company |
Goodwill represents the excess of consideration paid over the fair value of net assets acquired. |
Customer contracts of £900,000 were added as a result of the acquisition of Blom Aerofilms ltd on 31 March 2017, which is now fully amortised. |
Goodwill of £863,937 on the acquisition of the Bristol office on 1 November 2014 was fully amortised over 8 years. The directors have taken a view to write-off as it is fully amalgamated into the business module. |
Goodwill of £859,167 was as a result of the hive up of Blom Aerofilms Ltd's trade, assets & liabilities by Cyient Europe Ltd on 1 April 2017 and is being amortised over 8 years. |
12. | TANGIBLE FIXED ASSETS |
Group |
Freehold | Short | Plant and |
property | leasehold | machinery |
£ | £ | £ |
COST |
At 1 April 2022 | - | 364,285 | 4,487,057 |
Additions | 324,799 | - | 459,133 |
Disposals | - | - | (229,157 | ) |
Exchange differences | - | 5,668 | 27,865 |
Reclassification/transfer | - | - | 46,617 |
At 31 March 2023 | 324,799 | 369,953 | 4,791,515 |
DEPRECIATION |
At 1 April 2022 | - | 192,443 | 3,716,602 |
Charge for year | 57,681 | 41,861 | 232,899 |
Eliminated on disposal | - | - | (174,774 | ) |
Exchange differences | - | 2,798 | 24,372 |
Reclassification/transfer | - | - | (7,214 | ) |
At 31 March 2023 | 57,681 | 237,102 | 3,791,885 |
NET BOOK VALUE |
At 31 March 2023 | 267,118 | 132,851 | 999,630 |
At 31 March 2022 | - | 171,842 | 770,455 |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
12. | TANGIBLE FIXED ASSETS - continued |
Group |
Fixtures, |
fittings |
and | Motor | Computer |
equipment | vehicles | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 April 2022 | 665,649 | 25,275 | 1,733,845 | 7,276,111 |
Additions | 120,311 | - | 200,909 | 1,105,152 |
Disposals | - | - | (1,207 | ) | (230,364 | ) |
Exchange differences | 939 | 17 | 40,089 | 74,578 |
Reclassification/transfer | (39,354 | ) | (7,482 | ) | - | (219 | ) |
At 31 March 2023 | 747,545 | 17,810 | 1,973,636 | 8,225,258 |
DEPRECIATION |
At 1 April 2022 | 379,592 | 17,816 | 1,450,218 | 5,756,671 |
Charge for year | 70,030 | 1,147 | 119,974 | 523,592 |
Eliminated on disposal | - | - | (1,100 | ) | (175,874 | ) |
Exchange differences | 551 | 4 | 36,792 | 64,517 |
Reclassification/transfer | (22,421 | ) | (4,430 | ) | - | (34,065 | ) |
At 31 March 2023 | 427,752 | 14,537 | 1,605,884 | 6,134,841 |
NET BOOK VALUE |
At 31 March 2023 | 319,793 | 3,273 | 367,752 | 2,090,417 |
At 31 March 2022 | 286,057 | 7,459 | 283,627 | 1,519,440 |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
12. | TANGIBLE FIXED ASSETS - continued |
Company |
Fixtures, |
fittings |
Short | Plant and | and |
leasehold | machinery | equipment |
£ | £ | £ |
COST |
At 1 April 2022 |
Additions |
Disposals | ( |
) |
At 31 March 2023 |
DEPRECIATION |
At 1 April 2022 |
Charge for year |
Eliminated on disposal | ( |
) |
At 31 March 2023 |
NET BOOK VALUE |
At 31 March 2023 |
At 31 March 2022 |
Motor | Computer |
vehicles | equipment | Totals |
£ | £ | £ |
COST |
At 1 April 2022 |
Additions |
Disposals | ( |
) | ( |
) |
At 31 March 2023 |
DEPRECIATION |
At 1 April 2022 |
Charge for year |
Eliminated on disposal | ( |
) | ( |
) |
At 31 March 2023 |
NET BOOK VALUE |
At 31 March 2023 |
At 31 March 2022 |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
13. | FIXED ASSET INVESTMENTS |
Group |
Listed | Unlisted |
investments | investments | Totals |
£ | £ | £ |
COST OR VALUATION |
At 1 April 2022 | 100,000 | 1,137,507 | 1,237,507 |
Additions | - | 151,816 | 151,816 |
Revaluations | - | 526,545 | 526,545 |
At 31 March 2023 | 100,000 | 1,815,868 | 1,915,868 |
PROVISIONS |
At 1 April 2022 |
and 31 March 2023 | 98,051 | - | 98,051 |
NET BOOK VALUE |
At 31 March 2023 | 1,949 | 1,815,868 | 1,817,817 |
At 31 March 2022 | 1,949 | 1,137,507 | 1,139,456 |
Cost or valuation at 31 March 2023 is represented by: |
Listed | Unlisted |
investments | investments | Totals |
£ | £ | £ |
Valuation in 2022 | - | 526,545 | 526,545 |
Cost | 100,000 | 1,289,323 | 1,389,323 |
100,000 | 1,815,868 | 1,915,868 |
Company |
Shares in |
group | Listed | Unlisted |
undertakings | investments | investments | Totals |
£ | £ | £ | £ |
COST OR VALUATION |
At 1 April 2022 | 16,932,541 |
Additions | 95,777,498 |
Revaluations | 526,545 |
At 31 March 2023 | 113,236,584 |
PROVISIONS |
At 1 April 2022 |
and 31 March 2023 | - | 98,051 | - | 98,051 |
NET BOOK VALUE |
At 31 March 2023 | 113,138,533 |
At 31 March 2022 | 16,834,490 |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
13. | FIXED ASSET INVESTMENTS - continued |
Company |
Cost or valuation at 31 March 2023 is represented by: |
Shares in |
group | Listed | Unlisted |
undertakings | investments | investments | Totals |
£ | £ | £ | £ |
Valuation in 2023 | - | - | 526,545 | 526,545 |
Cost | 111,472,532 | 100,000 | 1,137,507 | 112,710,039 |
111,472,532 | 100,000 | 1,664,052 | 113,236,584 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: the Netherlands |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Switzerland |
Nature of business: |
% |
Class of shares: | holding |
Registered office: the Czech Republic |
Nature of business: |
% |
Class of shares: | holding |
Registered office: |
Nature of business: |
% |
Class of shares: | holding |
Ordinary | 0.00 |
The trade, assets & liabilities of Blom Aerofilms Ltd was hived up to Cyient Europe Ltd (the parent) on 1 April 2017. |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
13. | FIXED ASSET INVESTMENTS - continued |
Registered office: Belgium |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Silmukkatie 2, 65100 Vaasa, Finland |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Silmukkatie 2, 65100 Vaasa, Finland |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Finland |
Nature of business: |
% |
Class of shares: | holding |
Registered office: France |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Sweden |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Germany |
Nature of business: |
% |
Class of shares: | holding |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
13. | FIXED ASSET INVESTMENTS - continued |
Registered office: France |
Nature of business: |
% |
Class of shares: | holding |
Registered office: United Kingdom |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Norway |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Portugal |
Nature of business: |
% |
Class of shares: | holding |
Registered office: United Kingdom |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Spain |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Mexico |
Nature of business: |
% |
Class of shares: | holding |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
13. | FIXED ASSET INVESTMENTS - continued |
Registered office: Germany |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Portugal |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Brasil |
Nature of business: |
% |
Class of shares: | holding |
Unlisted Investment |
The unlisted investment of £1,137,507 represents a $1.49m investment in a partnership called 'Vasuki 2019 Scsp, registered in Luxembourg and which invests in early stage technology companies within the automotive and related sectors.It is currently revalued at £1,664,052 |
14. | DEBTORS |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Amounts falling due within one year: |
Trade debtors | 25,228,811 | 10,821,872 |
Other debtors | 3,185,748 | 199,627 |
Loan to subsidiary companies | - | - | 8,627,721 | - |
Deferred tax asset | 1,026,349 | - | - | - |
Due from related companies | 5,063,303 | 5,847,330 | 8,071,242 | 7,200,876 |
Due from parent company | 6,358,238 | 785,438 | 35,048 | 10,203 |
Taxes recoverable | 529,016 | - |
Prepayments and accrued income | 9,766,685 | 8,220,752 |
51,158,150 | 25,875,019 |
Amounts falling due after more than one | year: |
Loan to subsidiary | - | - |
Aggregate amounts | 51,158,150 | 25,875,019 |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
14. | DEBTORS - continued |
Interest is charged on the loan to the subsidiary at 3% per annum. |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 17) | 19,629,693 | 13,456,844 |
Other loans (see note 17) | 804,197 | 1,206,716 |
Trade creditors | 11,054,869 | 3,914,173 |
Corporation tax | - | 494,781 |
Swiss tax | - | 15,611 | - | - |
Dutch tax | 107,073 | 56,094 | - | - |
Belgian tax | 53,064 | 19,432 | - | - |
Portugal/Finish tax | 1,056,856 | - | - | - |
the Czech Republic tax | 1,374,330 | - | - | - |
Social security and other taxes | 2,513,709 | 1,182,528 |
Other creditors | 9,582,398 | 142,576 |
Earnout Payable on acquisition | 7,923,900 | - | 7,923,900 | - |
Due to related companies | 17,911,127 | 13,910,189 | 9,879,810 | 9,185,933 |
Due to subsidiary companies | - | - | 5,855,870 | 1,454,674 |
Due to parent company | 3,617,335 | 4,862,983 | 2,304,690 | 1,368,255 |
Accruals and deferred income | 5,039,257 | 4,095,018 |
80,667,808 | 43,356,945 |
16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Bank loans (see note 17) | 43,663,128 | - |
Other loans (see note 17) | - | 358,169 |
Earnout Payable on acquisition | 7,478,909 | - |
51,142,037 | 358,169 |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
17. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Amounts falling due within one year or on | demand: |
Bank overdrafts | 927,149 | - |
Bank loans | 18,702,544 | 13,456,844 |
Other loans | 804,197 | 1,206,716 |
20,433,890 | 14,663,560 |
Amounts falling due between one and two | years: |
Other loans - 1-2 years | - | 358,169 | - |
Amounts falling due between two and five | years: |
Bank loans - 2-5 years | 43,663,128 | - |
Other loans - 2-5 years | - | - |
43,663,128 | - |
18. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable | operating leases |
2023 | 2022 |
£ | £ |
Within one year | 467,981 | 601,471 |
Between one and five years | 1,310,370 | 1,194,060 |
1,778,351 | 1,795,531 |
Company |
Non-cancellable | operating leases |
2023 | 2022 |
£ | £ |
Within one year |
Between one and five years |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
19. | SECURED DEBTS |
Assets held as security and formally charged to HSBC are: |
(i) Debenture including fixed charge over all present freehold and leasehold property. |
(ii) First fixed charge over book and other debts, chattels, goodwill and uncalled capital, both present and future. |
(iii) First floating charge over all assets and undertaking both present and future dated 24 June 2013. |
(iv) Contract monies charged dated 8 December 2015. |
20. | LOANS AND OVERDRAFTS |
(i) The bank has granted the following facilities: |
- Overdraft facility of £9,000,000 (2022: £9,000,000). |
- Foreign Currency Loan facility of €1,250,000 (2022:€ 5,000,000) |
- Class Guarantee Facility of £500,000.00 |
- Guarantee dated 12 September 2018 in favour of PROXIMUS S.A. for EUR7,500.00. |
- HSBC loan facility £20,000,000 (2022: NIl) |
- Citi Bank loan facility £32,297,388 (2022: £1,600,000) and € 7,000,000 (2022: Nil) |
(ii) The subsidiary company's bankers have provided guarantees for the sum of EUR 73,722. |
(iii) Celfinet loan facility £2,386,000 (2022:Nil) |
21. | PROVISIONS FOR LIABILITIES |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Deferred tax |
Accelerated capital allowances | 688,068 | 92,644 |
Other provisions | 1,621,469 | - | - | - |
Aggregate amounts | 2,309,537 | 92,644 | 101,200 | 92,644 |
Group |
Deferred |
tax |
£ |
Balance at 1 April 2022 | 92,644 |
Provided during year | 595,424 |
Balance at 31 March 2023 | 688,068 |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
21. | PROVISIONS FOR LIABILITIES - continued |
Company |
Deferred |
tax |
£ |
Balance at 1 April 2022 |
Provided during year |
Balance at 31 March 2023 |
The other provisions represents provision of pension liabilities. |
22. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | £0.01 | 3,773,810 | 1,850,000 |
192,381,000 Ordinary shares of £0.01 each were allotted as fully paid |
23. | RESERVES |
Group |
Retained | Share | Translation | Other |
earnings | premium | reserves | reserves | Totals |
£ | £ | £ | £ | £ |
At 1 April 2022 | (977,448 | ) | 552,427 | (346,862 | ) | 34,847 | (737,036 | ) |
Profit for the year | 7,658,946 | 7,658,946 |
Cash share issue | - | 38,476,190 | - | - | 38,476,190 |
Foreign exchange difference on consolidation |
- |
- |
(184,654 |
) |
- |
(184,654 |
) |
At 31 March 2023 | 6,681,498 | 39,028,617 | (531,516 | ) | 34,847 | 45,213,446 |
Company |
Retained | Share |
earnings | premium | Totals |
£ | £ | £ |
At 1 April 2022 | 5,190,341 |
Deficit for the year | ( |
) | ( |
) |
Cash share issue | - | 38,476,190 | 38,476,190 |
At 31 March 2023 | 41,788,198 |
CYIENT EUROPE LIMITED (REGISTERED NUMBER: 02743776) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
23. | RESERVES - continued |
Translation reserves |
Translation reserves comprise of foreign exchange differences arising from the translation of the financial statements of foreign subsidiaries on consolidation whose activities are not integral to the operations of the holding or investing company. |
Other reserve |
Other reserve represents capital reserve. |
24. | PENSION COMMITMENTS |
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. |
The pension cost charge represents contributions payable by the group to the fund and amounted to £2,571,258 (2022:637,906). The contributions that were payable to the fund at the year end and are included in creditors amounted to be £689,468 (2023: £60,782). |
25. | ULTIMATE PARENT COMPANY |
The company is wholly owned by Cyient Limited, a company incorporated in India. |
The parent company's address is Plot No. 11 Software Units Layouts, Infocity, Madhapur, Hyderabad - 500081, India, where copies of the group financial statements can be publicly obtained. |
26. | RELATED PARTY DISCLOSURES |
Other than transactions between members of the group headed by the parent company for which exemption under FRS102 section 33.1A was adopted, there were no related party transactions. |
27. | GOING CONCERN |
The Financial Statements have been prepared on a going concern basis as the holding company Cyient Ltd continues to support the UK entity as its largest supplier and delivery partner. In this context, operations and work is conducted in India as part of the deliverables to the UK entity's customers and this work is charged to the UK entity at arm's length. The same model has been followed since 2000. |