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Registration number: 09240960

Centiro Solutions Ltd

Annual Report and Financial Statements

for the Year Ended 31 December 2023

 

Centiro Solutions Ltd

Contents

Company Information

1

Director's Report

2 to 3

Statement of Director's Responsibilities

4

Independent Auditor's Report

5 to 8

Statement of Financial Position

9

Notes to the Financial Statements

10 to 15

 

Centiro Solutions Ltd

Company Information

Director

N Hedin

Registered office



 

Sweden House
5 Upper Montagu Street
London
W1H 2AG

Independent auditor

Shaw Gibbs (Audit) Limited
Statutory Auditor
Salatin House
19 Cedar Road
Sutton
Surrey
SM2 5DA

 

Centiro Solutions Ltd

Director's Report for the Year Ended 31 December 2023

The director presents his report and the financial statements for the year ended 31 December 2023.

Principal activity

The principal activity of the company is that of acting as an intermediary for the provision of cloud-based delivery management solutions on behalf of its parent undertaking in the UK.

Director of the company

The director who held office during the year and up to the date of authorisation of this report was as follows:

N Hedin

Going concern

The director has considered the company’s financial position, liquidity and future performance together with financial projections for the company over the foreseeable future and has also reviewed the ongoing committed financial support from the company's parent undertaking and are confident that this will be available for the foreseeable future. After making enquiries, the director is satisfied
that the company has sufficient resources to continue in operation for the foreseeable future, being at least 12 months from the date of signing the financial statements.

Centiro Solution Ltd is reliant on the support of Centiro Group AB as the parent company which is committed to the UK market and has demonstrated its support through a letter of support.

Events after the financial period

There have been no significant events between the year end and the date of approval of these financial statements which would require a change to, or disclosure in, the financial statements.

Disclosure of information to the auditors

The director has taken steps that ought to have taken as a director in order to make aware of any relevant audit information (as defined by section 418 of the Companies Act 2006) and to establish that the company's auditors are aware of that information. The director confirms that there is no relevant information that of and of which the auditors are unaware.

Reappointment of auditors

Following a merger of Harmer Slater Limited with Shaw Gibbs (Audit) Limited in November 2023, Harmer Slater Limited resigned as the company's auditors and Shaw Gibbs (Audit) Limited were appointed to act as the company's auditors. Shaw Gibbs (Audit) Limited are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Small companies provision statement

The director has taken advantage of the small companies exemptions provided by sections 414B and 415A of the Companies Act 2006 from the requirement to prepare a strategic report and in preparing the director’s report on the grounds that the company is entitled to prepare its accounts for the year in accordance with the small companies regime.

Approved and authorised by the director on 25 September 2024
 

 

Centiro Solutions Ltd

Director's Report for the Year Ended 31 December 2023 (continued)

.........................................
N Hedin
Director

 

Centiro Solutions Ltd

Statement of Director's Responsibilities

The responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless 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 director is required to:

select suitable accounting policies and apply them consistently;

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

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

The director is 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 to ensure that the financial statements comply with the Companies Act 2006. 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.

 

Centiro Solutions Ltd

Independent Auditor's Report to the Member of
Centiro Solutions Ltd

Opinion

We have audited the financial statements of Centiro Solutions Ltd (the 'company') for the year ended 31 December 2023, which comprise the Statement of Financial Position, 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 Section 1A of FRS 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 auditor 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 director's 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 original financial statements were authorised for issue.

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

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

Centiro Solutions Ltd

Independent Auditor's Report to the Member of
Centiro Solutions Ltd (continued)

Opinion on other matter 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Director's Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Director's Report.

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 director's remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit; or

the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the director's report and from the requirement to prepare a strategic report.

Responsibilities of the director

As explained more fully in the Statement of Director's Responsibilities [set out on page 4], the director is 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 director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is 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 director either intends to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor Responsibilities for the audit of the financial statements

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

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

 

Centiro Solutions Ltd

Independent Auditor's Report to the Member of
Centiro Solutions Ltd (continued)

The extent to which the audit was considered capable of detecting irregularities including fraud

 

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations. We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements;

we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our cumulative audit and commercial knowledge and experience of the company and the media sector;

we focused on specific laws and regulations which we considered may have a direct material effect on the determination of material amounts and disclosures in the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation. We also considered and identified laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty, including the Bribery Act and the Data Protection Act 2018;

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

 

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

 

We are also required to perform specific procedures to respond to the risk of management bias and override of controls. To address this, we performed analytical procedures to identify any unusual or unexpected relationships; tested journal entries to identify unusual transactions; assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were
indicative of potential bias; and investigated the business rationale behind significant or unusual transactions.

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

agreeing financial statement to disclosures underlying supporting documentation;

enquiring of management as to actual and potential litigation and claims; and

reviewing correspondence with HMRC, analysing legal and professional costs to ascertain if there have been instances of non-compliance with laws and regulations.

 

Centiro Solutions Ltd

Independent Auditor's Report to the Member of
Centiro Solutions Ltd (continued)

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the company’s member, 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 member those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s member as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Ransford Agyei-Boamah (Senior Statutory Auditor)
For and on behalf of Shaw Gibbs (Audit) Limited, Statutory Auditor

Salatin House
19 Cedar Road
Sutton
Surrey
SM2 5DA

25 September 2024

 

Centiro Solutions Ltd

(Registration number: 09240960)
Statement of Financial Position as at 31 December 2023

Note

2023
£

2022
£

Current assets

 

Receivables

5

8,426

5,414

Cash at bank and in hand

6

86,164

60,960

 

94,590

66,374

Payables: Amounts falling due within one year

7

(63,109)

(54,336)

Net assets

 

31,481

12,038

Equity

 

Called up share capital

8

1

1

Retained earnings

31,480

12,037

Shareholders funds

 

31,481

12,038

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006 and in accordance with the provisions of Section 1A of FRS102.

The director of the company has elected not to include the Income statement within the financial statements.

The financial statements of Centiro Solutions Ltd were approved and authorised for issue by the director on 25 September 2024
 

.........................................

N Hedin
Director

 

Centiro Solutions Ltd

Notes to the Financial Statements
for the Year Ended 31 December 2023

1

General information

Centiro Solutions Ltd (the 'company') is a private company limited by share capital, registered in England and Wales under the Companies Act. The address of the registered office is given on page 1. The nature of the company’s operations and its principal activities are set out in the director's report on page 2.

2

Accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Going concern

The director has considered the company’s financial position, liquidity and future performance together with financial projections for the company over the foreseeable future and has also reviewed the ongoing committed financial support from the company's parent undertaking and are confident that this will be available for the foreseeable future. After making enquiries, the director is satisfied that the company has sufficient resources to continue in operation for the foreseeable future, being at least 12 months from the date of signing the financial statements.

Centiro Solution Ltd is reliant on the support of Centiro Group AB as the parent company which is committed to the UK market and has demonstrated its support through a letter of support.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The functional currency of the company is considered to be pound sterling (£) because that is the currency of the primary economic environment in which the company operates. The financial statements are presented in pound sterling (£).

Summary of disclosure exemptions

The company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements. The company is consolidated in the financial statements of its ultimate parent, Molvento AB, which may be obtained from Vevgaten 6, 504 64 Boras, Sweden. Exemptions have been taken in these separate company financial statements in relation to financial instruments, presentation of a cash flow statement, transactions with group entities and remuneration of key management personnel.

 

Centiro Solutions Ltd

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

2

Accounting policies (continued)

Critical judgements and key sources of estimation uncertainties

There were no key sources of estimation uncertainties or critical judgements made by the director in the process of applying the company’s accounting policies with significant effect on the amounts recognised in the financial statements.

Revenue recognition

Revenue represents amounts chargeable to the company's parent undertaking under an intercompany services agreement, net of value added tax. Revenue is recognised when the amount of revenue can be reliably measured and it is probably that future economic benefits will flow to the company.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Cash and cash equivalents

Cash and cash equivalents comprise of bank current account balances and are subject to an insignificant risk of change in value.

Receivables

Trade and other receivables that are receivable within one year and do not constitute a financing
transaction are recorded at the undiscounted amount expected to be received, net of impairment.
Those that are receivable after more than one year or that constitute a financing transaction are
recorded initially at fair value less transaction costs and subsequently at amortised cost, net of
impairment.

 

Centiro Solutions Ltd

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

2

Accounting policies (continued)

Payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary
course of business from suppliers. Trade and other payables are classified as current liabilities if the
company does not have an unconditional right, at the end of the reporting period, to defer settlement
of the creditor for at least twelve months after the reporting date. If there is an unconditional right to
defer settlement for at least twelve months after the reporting date, they are presented as non-current
liabilities.

Trade and other payables that are payable within one year and do not constitute a financing
transaction are recorded at the undiscounted amount expected to be paid. Those that are payable
after more than one year or that constitute a financing transaction are recorded initially at transaction
price and subsequently at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company. Contributions are recognised in the income statement in the period in which they become payable.

Financial instruments

The company only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value.

3

Staff numbers

The average number of persons employed by the company during the year, was 2 (2022 - 2).

 

Centiro Solutions Ltd

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

4

Taxation

Tax charged/(credited) in the income statement

2023
£

2022
£

Current taxation

UK corporation tax

12,767

13,001

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2022 - higher than the standard rate of corporation tax in the UK) of 23.5% (2022 - 19%).

The differences are reconciled below:

2023
£

2022
£

Profit before tax

47,210

61,930

Corporation tax at standard rate

11,094

11,767

Increase from effect of changes in tax rates

11

-

Effect of expense not deductible in determining taxable profit

1,662

1,234

Total tax charge

12,767

13,001

5

Receivables

2023
£

2022
£

Amount owed by group undertaking

5,663

2,700

Other receivables

2,763

2,714

8,426

5,414

The amount receivable from group undertaking disclosed as falling within one year is unsecured, payable on demand and is non-interest bearing.

6

Cash and cash equivalents

2023
£

2022
£

Cash at bank

86,164

60,960

 

Centiro Solutions Ltd

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

7

Payables

2023
£

2022
£

Due within one year

Trade payable

316

106

Corporation tax

12,767

6,538

Social security and other taxes

38,470

34,678

Outstanding defined contribution pension costs

784

-

Other payables

2,686

5,173

Accruals and deferred income

8,086

7,841

63,109

54,336

8

Share capital and reserves

Allotted, called up and fully paid share

 

2023

2022

 

No.

£

No.

£

Ordinary share of £1

1

1

1

1

         

Reserves

The retained earnings reserve represents cumulative profit or losses net of dividends paid and other adjustments.

9

Dividends

   

2023

 

2022

   

£

 

£

Interim dividend of £15,000 (2022 - £110,000) per ordinary share

 

15,000

 

110,000

         

10

Related party transactions

The company is a wholly owned subsidiary member of its group and has therefore taken advantage of the provisions of paragraph 1AC.35 of FRS 102 - Small Entities the not to disclose transactions with entities that are wholly owned members of the group.

There were no other related party transactions to disclose.

 

Centiro Solutions Ltd

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

11

Parent and ultimate parent undertaking

The company's immediate parent is Centiro Group AB, incorporated in Sweden.

 The ultimate parent is Molvento AB, incorporated in Sweden.

 The most senior parent entity producing publicly available financial statements is Molvento AB. These financial statements are available upon request from Vevgaten 6, 504 64 Boras, Sweden

 

12

Events after the financial period

There have been no significant events between the year end and the date of approval of these financial statements which would require a change to, or disclosure in, the financial statements.