REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements for the Year Ended 31 December 2023 |
for |
SIIS International Ltd |
REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements for the Year Ended 31 December 2023 |
for |
SIIS International Ltd |
SIIS International Ltd (Registered number: 11842883) |
Contents of the Financial Statements |
for the Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Income Statement | 8 |
Balance Sheet | 9 |
Statement of Changes in Equity | 10 |
Notes to the Financial Statements | 11 |
SIIS International Ltd |
Company Information |
for the Year Ended 31 December 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Quay House |
Quay Road |
Newton Abbot |
Devon |
TQ12 2BU |
SIIS International Ltd (Registered number: 11842883) |
Strategic Report |
for the Year Ended 31 December 2023 |
The directors present their strategic report for the year ended 31 December 2023. |
FAIR REVIEW OF BUSINESS |
The company did not trade throughout the year. |
The only income received during the year comprised dividends received of £1,072,000 (2022: £650,000). |
At the end of the year, the retained profit of the company was £1,031,720 (2022: £258,246). |
PRINCIPAL RISKS AND UNCERTAINTIES |
The company is a non-trading holding company, and consequently there are no operational risks and uncertainties. |
The company's principal commercial risks include the subsidiary company ceasing to trade. The directors |
manage this risk by reviewing the results and financial position of the subsidiary on a regular basis throughout the |
year. |
FINANCIAL INSTRUMENTS |
The company's principal financial instruments comprise bank balances, loans by and to the company. The main |
purpose of these instruments is to raise funds for the company's operations and to finance its operations. |
Due to the nature of the financial instruments used by the company, there is no exposure to price risk. The |
company's approach to managing other risks applicable to the financial instruments concerned is shown below. |
In respect of bank balances, the liquidity risk is managed by maintaining sufficient cash reserves to cover planned |
expenditure in the foreseeable future. A balance is achieved between ensuring continuity of funding by maintaining |
sufficient cash reserves. |
Loans to and from other group companies are unsecured, bear interest and are repayable on demand. |
ON BEHALF OF THE BOARD: |
SIIS International Ltd (Registered number: 11842883) |
Report of the Directors |
for the Year Ended 31 December 2023 |
The directors present their report with the financial statements of the company for the year ended 31 December 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of a holding company. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 December 2023. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
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. |
SIIS International Ltd (Registered number: 11842883) |
Report of the Directors |
for the Year Ended 31 December 2023 |
AUDITORS |
The auditors, Darnells Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
SIIS International Ltd |
Opinion |
We have audited the financial statements of SIIS International Ltd (the 'company') for the year ended 31 December 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 December 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. |
Report of the Independent Auditors to the Members of |
SIIS International Ltd |
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 three, 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. |
Report of the Independent Auditors to the Members of |
SIIS International Ltd |
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. |
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The 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, misrepresentation or through collusion. |
However, the primary responsibility for the prevention and detection of fraud rests with those charged with governance of the company and management. |
There are no laws and regulations identified as being of significance in the context of the company. |
The extent to which our procedures are capable of detecting material misstatements in respect of irregularities, including fraud, is detailed below: |
- Enquiry of management and those charged with governance around actual and potential litigation and claims. |
- Enquiry of management in tax and compliance functions to identify any instances of non-compliance with laws and regulations. |
- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. |
- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business. |
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. |
for and on behalf of |
Quay House |
Quay Road |
Newton Abbot |
Devon |
TQ12 2BU |
SIIS International Ltd (Registered number: 11842883) |
Income Statement |
for the Year Ended 31 December 2023 |
Period |
31.12.21 |
Year Ended | to |
31.12.23 | 31.12.22 |
Notes | £ | £ |
TURNOVER |
Administrative expenses |
(20,241 | ) | (437,328 | ) |
Other operating income |
OPERATING LOSS | 4 | ( |
) | ( |
) |
Income from shares in group undertakings |
1,063,530 | 212,672 |
Interest payable and similar expenses | 5 |
PROFIT BEFORE TAXATION |
Tax on profit | 6 |
PROFIT FOR THE FINANCIAL YEAR |
SIIS International Ltd (Registered number: 11842883) |
Balance Sheet |
31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Investments | 7 |
CURRENT ASSETS |
Debtors | 8 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 9 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 10 |
Retained earnings | 11 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
SIIS International Ltd (Registered number: 11842883) |
Statement of Changes in Equity |
for the Year Ended 31 December 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 31 December 2021 |
Changes in equity |
Total comprehensive income | - |
Balance at 31 December 2022 |
Changes in equity |
Total comprehensive income | - |
Balance at 31 December 2023 |
SIIS International Ltd (Registered number: 11842883) |
Notes to the Financial Statements |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
SIIS International Ltd is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1. |
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements: |
- Section 7 'Statement of Cash Flows': Presentation of a statement of cash flow and related notes and disclosures; |
- Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income; |
- Section 26 'Share based Payment': Share based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanations of modifications to arrangements; |
- Section 33 'Related Party Disclosures': Compensation for key management personnel. |
The financial statements of the company are consolidated in the financial statements of Societa' Di Investimenti Dell' Impresa Sociale, SPA. These consolidated financial statements are available from its registered office at Via Boccaccio Giovanni 96 35128 Padova, Italy. |
Preparation of consolidated financial statements |
The financial statements contain information about SIIS International Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Societa' Di Investimenti Dell' Impresa Sociale, SPA, Via Boccaccio Giovanni 96 35128 Padova, Italy. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
SIIS International Ltd (Registered number: 11842883) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
The company holds the following financial instruments: |
- Investments in subsidiaries; |
- Intra group loans; |
- Short term trade and other debtors and creditors; |
- Short term intra group debtors and creditors; and |
- Cash and bank balances. |
All financial instruments are classified as basic. |
The company has chosen to apply the recognition and measurement principles in FRS102. |
Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company's obligations are discharged, expire or are cancelled. |
Basic financial assets comprise short term trade and other debtors, short term intra group debtors and cash and bank balances. Basic financial liabilities comprise short term trade and other creditors and short term intra group creditors. |
Except for investments in subsidiaries, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments. |
Investments in subsidiaries are measured at cost less impairment. |
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. |
SIIS International Ltd (Registered number: 11842883) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
3. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the year ended 31 December 2023 nor for the period ended 31 December 2022. |
The average number of employees during the year was as follows: |
Period |
31.12.21 |
Year Ended | to |
31.12.23 | 31.12.22 |
Directors |
Period |
31.12.21 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
Directors' remuneration |
The amount of Directors' remuneration paid via the subsidiary company (Golfhill Limited) was £91,622 (2022 - £93,910) |
4. | OPERATING LOSS |
The operating loss is stated after charging/(crediting): |
Period |
31.12.21 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
Auditors' remuneration |
Foreign exchange differences | ( |
) |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period |
31.12.21 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
Loan interest |
SIIS International Ltd (Registered number: 11842883) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
6. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the year ended 31 December 2023 nor for the period ended 31 December 2022. |
7. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2023 |
and 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Registered office: 38 Craven Street, London,WC2N 5NG |
Nature of business: |
% |
Class of shares: | holding |
8. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.23 | 31.12.22 |
£ | £ |
Amounts owed by group undertakings |
Amounts due from group undertakings consists of an intra-group loan due from Golfhill Limited, the loan is unsecured and interest free. |
9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.23 | 31.12.22 |
£ | £ |
Amounts owed to group undertakings |
Accrued expenses |
SIIS International Ltd (Registered number: 11842883) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
10. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.23 | 31.12.22 |
value: | £ | £ |
Ordinary | £1 | 100,000 | 100,000 |
11. | RESERVES |
Retained |
earnings |
£ |
At 1 January 2023 |
Profit for the year |
At 31 December 2023 |
12. | PARENT COMPANY RELATIONSHIPS |
The company's immediate parent company is Society' Di Investimenti Dell' Impresa Sociale, SPA, a company registered in Italy. The company's ultimate parent company is Codess Sociale Societa` Cooperativa Sociale a company registered in Italy. |