Cisilion Group Limited
Annual Report and Financial Statements
For the year ended 31 May 2024
Company Registration No. 08550128 (England and Wales)
Cisilion Group Limited
Company Information
Director
R D Paul
Company number
08550128
Registered office
Cisilion House
Guildford Road
Leatherhead
Surrey
KT22 9UT
Auditor
Moore Kingston Smith LLP
Betchworth House
57-65 Station Road
Redhill
Surrey
RH1 1DL
Cisilion Group Limited
Director's Report
For the year ended 31 May 2024
Page 1

The director presents his annual report and financial statements for the year ended 31 May 2024.

Principal activities

The principal activity of the company continued to be the provision of IT products and services to corporate and public sector customers.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £250,000. The director does not recommend payment of a final dividend.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

R D Paul
Auditor

In accordance with the company's articles, a resolution proposing that Moore Kingston Smith LLP be reappointed as auditor of the company will be put at a General Meeting.

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
R D Paul
Director
26 February 2025
Cisilion Group Limited
Director's Responsibilities Statement
For the year ended 31 May 2024
Page 2

The director is responsible 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). Under company law the director must not approve the financial statements unless he is 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:

 

 

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 them to ensure that the financial statements comply with the Companies Act 2006. He is 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.

Cisilion Group Limited
Independent Auditor's Report
To the Members of Cisilion Group Limited
Page 3
Opinion

We have audited the financial statements of Cisilion Group Limited (the 'company') for the year ended 31 May 2024 which comprise the Profit and Loss Account, the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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:

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's 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 financial statements are 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. The director is responsible for the other information contained within the annual report. 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.

 

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 course of 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.

Cisilion Group Limited
Independent Auditor's Report (Continued)
To the Members of Cisilion Group Limited
Page 4

Opinions on other matters prescribed by the Companies Act 2006

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

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 Director's Report.

 

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

 

Responsibilities of director

As explained more fully in the Director's Responsibilities Statement, 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 has no realistic alternative but to do so.

Cisilion Group Limited
Independent Auditor's Report (Continued)
To the Members of Cisilion Group Limited
Page 5
Auditor's 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.

 

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

 

Cisilion Group Limited
Independent Auditor's Report (Continued)
To the Members of Cisilion Group Limited
Page 6

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

 

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 or intentional misrepresentations, or through collusion.

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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

Cisilion Group Limited
Independent Auditor's Report (Continued)
To the Members of Cisilion Group Limited
Page 7
Ian Matthews
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
26 February 2025
Chartered Accountants
Statutory Auditor
Betchworth House
57-65 Station Road
Redhill
Surrey
RH1 1DL
Cisilion Group Limited
Profit and Loss Account
For the year ended 31 May 2024
Page 8
2024
2023
Notes
£
£
Administrative expenses
-
0
306
Interest receivable and similar income
5
250,000
250,000
Interest payable and similar expenses
6
(136,569)
(132,591)
Profit before taxation
113,431
117,715
Tax on profit
7
-
0
-
0
Profit for the financial year
113,431
117,715

The Profit and Loss Account has been prepared on the basis that all operations are continuing operations.

Cisilion Group Limited
Statement of Comprehensive Income
For the year ended 31 May 2024
Page 9
2024
2023
£
£
Profit for the year
113,431
117,715
Other comprehensive income
-
-
Total comprehensive income for the year
113,431
117,715
Cisilion Group Limited
Balance Sheet
As at 31 May 2024
Page 10
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
9
6,803,057
6,803,057
Creditors: amounts falling due within one year
11
(4,691,616)
(4,555,047)
Net current liabilities
(4,691,616)
(4,555,047)
Net assets
2,111,441
2,248,010
Capital and reserves
Called up share capital
12
2,266,726
2,266,726
Profit and loss reserves
(155,285)
(18,716)
Total equity
2,111,441
2,248,010
The financial statements were approved and signed by the director and authorised for issue on 26 February 2025
R D Paul
Director
Company Registration No. 08550128
Cisilion Group Limited
Statement of Changes in Equity
For the year ended 31 May 2024
Page 11
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 June 2022
2,266,726
113,569
2,380,295
Year ended 31 May 2023:
Profit and total comprehensive income for the year
-
117,715
117,715
Dividends
8
-
(250,000)
(250,000)
Balance at 31 May 2023
2,266,726
(18,716)
2,248,010
Year ended 31 May 2024:
Profit and total comprehensive income for the year
-
113,431
113,431
Dividends
8
-
(250,000)
(250,000)
Balance at 31 May 2024
2,266,726
(155,285)
2,111,441
Cisilion Group Limited
Statement of Cash Flows
For the year ended 31 May 2024
Page 12
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
13
136,569
132,591
Interest paid
(136,569)
(132,591)
Net cash outflow from operating activities
-
-
Investing activities
Dividends received
250,000
250,000
Net cash generated from investing activities
250,000
250,000
Financing activities
Dividends paid
(250,000)
(250,000)
Net cash used in financing activities
(250,000)
(250,000)
Net increase in cash and cash equivalents
-
0
-
0
Cash and cash equivalents at beginning of year
-
0
-
0
Cash and cash equivalents at end of year
-
0
-
0
Cisilion Group Limited
Notes to the Financial Statements
For the year ended 31 May 2024
Page 13
1
Accounting policies
Company information

Cisilion Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Cisilion House, Guildford Road, Leatherhead, Surrey, KT22 9UT.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

Atruet the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Cisilion Group Limited
Notes to the Financial Statements (Continued)
For the year ended 31 May 2024
1
Accounting policies
(Continued)
Page 14
1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Cisilion Group Limited
Notes to the Financial Statements (Continued)
For the year ended 31 May 2024
1
Accounting policies
(Continued)
Page 15
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Cisilion Group Limited
Notes to the Financial Statements (Continued)
For the year ended 31 May 2024
Page 16
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is 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.

3
Operating profit
2024
2023
Operating profit for the year is stated after (crediting):
£
£
Exchange gains
-
0
(306)
Fees payable to the company's auditor for the audit of the company's financial statements
-
0
-
0
4
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
-
0
-
0
5
Interest receivable and similar income
2024
2023
£
£
Income from fixed asset investments
Income from shares in group undertakings
250,000
250,000
6
Interest payable and similar expenses
2024
2023
£
£
Other finance costs:
Other interest
136,569
132,591
Cisilion Group Limited
Notes to the Financial Statements (Continued)
For the year ended 31 May 2024
Page 17
7
Taxation

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
113,431
117,715
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
28,358
29,429
Group relief
34,142
(29,429)
Dividend income
(62,500)
-
0
Taxation charge for the year
-
-
8
Dividends
2024
2023
£
£
Interim paid
250,000
250,000
9
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
10
6,803,057
6,803,057
10
Subsidiaries

Details of the company's subsidiaries at 31 May 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Cisilion Limited
England & Wales
Ordinary
100.00
Cisilion USA, Inc
USA
Ordinary
100.00
11
Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
4,691,616
4,555,047
Cisilion Group Limited
Notes to the Financial Statements (Continued)
For the year ended 31 May 2024
Page 18
12
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
2,000,000 Ordinary A shares of £1 each
2,000,000
2,000,000
2,000,000
2,000,000
266,726 Ordinary B shares of £1 each
266,726
266,726
266,726
266,726
2,266,726
2,266,726
2,266,726
2,266,726

Each class of share has full voting rights; and has separate dividend and capital redemption rights.

13
Cash generated from operations
2024
2023
£
£
Profit for the year after tax
113,431
117,715
Adjustments for:
Finance costs
136,569
132,591
Investment income
(250,000)
(250,000)
Movements in working capital:
Increase in creditors
136,569
132,285
Cash generated from operations
136,569
132,591
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