| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| CLOUDNIMBUS HOLDINGS LTD |
| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| CLOUDNIMBUS HOLDINGS LTD |
| CLOUDNIMBUS HOLDINGS LTD (REGISTERED NUMBER: 09820855) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 6 |
| Income Statement | 10 |
| Other Comprehensive Income | 11 |
| Balance Sheet | 12 |
| Statement of Changes in Equity | 13 |
| Cash Flow Statement | 14 |
| Notes to the Cash Flow Statement | 15 |
| Notes to the Financial Statements | 16 |
| CLOUDNIMBUS HOLDINGS LTD |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Herschel House |
| 58 Herschel Street |
| Slough |
| Berkshire |
| SL1 1PG |
| CLOUDNIMBUS HOLDINGS LTD (REGISTERED NUMBER: 09820855) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The directors present their strategic report for the year ended 31 December 2024. |
| REVIEW OF BUSINESS |
| The company provides software as a service technology firm that provides a cloud-based voice communication platform primarily for financial institutions. |
| Revenue for the year ended 31 December 2024 were £11,899,367 (2023: £10,251,401) and operating profit was £236,261 (2023: £996,282). |
| The directors are satisfied with the results for the year in which the business has continued to grow and gain market share over the competition. |
| The European market is competitive, but the directors are encouraged by the resilience and progress the company has shown and remain fully confident in the underlying strength of the business. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| Technology risk: |
| In todays fast-paced digital landscape, the accelerating pace of technological innovation poses a significant risk. Failing to adopt emerging technologies or modernise our systems could negatively impact our operational efficiency, customer experience and overall competitiveness. |
| To mitigate this, we have a proactive strategy. We continuously invest in scalable cloud-based infrastructure and robust cybersecurity to support our operations. Furthermore, we actively partner with expert digital providers to ensure our staff are consistently upskilled in the latest emerging technologies, keeping us at the forefront of the market. |
| Talent retention: |
| Retaining top talent is a critical challenge, driven by intense market competition and evolving employee expectations for flexibility and purpose. These factors pose a significant risk to workforce stability and the preservation of institutional knowledge. |
| To mitigate this, we have adopted a comprehensive strategy focused on employee engagement and professional growth. Our initiatives include flexible hybrid work policies, enhanced well-being programs, and targeted development pathways with leadership training. We also regularly benchmark our compensation and benefits to ensure we remain competitive in the market. |
| Competition risk: |
| While the UK market has a limited number of players, it is highly competitive, with our principal competitors being large, global businesses with a significant presence. |
| Our continued success hinges on our ability to maintain our leadership in secure, cloud-based messaging and voice technologies. We have a distinct competitive advantage over larger, less dedicated firms because our solutions offer deeper integration of communication, collaboration, and workflow tools. This specialisation and our strong track record not only enable us to win new business but also to attract and retain high-quality talent. |
| Furthermore, being part of a larger group like Symphony Communication Services provides significant operational benefits. It allows us to optimise employee utilisation, technical expertise, and team availability across our global footprint, enhancing our ability to deliver for clients worldwide. |
| Other risks: |
| The company is not exposed to any significant currency, liquidity, interest rate or credit risk. |
| KEY PERFORMANCE INDICATORS |
| The company's key performance indicators to assess performance in the year are based on profitability and both revenue and user growth. |
| CLOUDNIMBUS HOLDINGS LTD (REGISTERED NUMBER: 09820855) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FUTURE DEVELOPMENTS |
| The company will continue to strengthen its position in the UK and European markets by focusing on our commercial efforts and investing in our team. Our recent revenue growth in these key markets confirms our strong position to capitalise on the ongoing secular trend from on-premises to cloud-based solutions. This fundamental shift positions our products and services for continued revenue growth. |
| Our integrated platforms, including secure messaging, voice, directory, and analytics solutions, will enhance our offerings, create cross-selling opportunities and drive further growth. While we are confident in this strategy, our forward-looking statements are based on current market conditions and re inherently subject to risks and uncertainties. |
| ON BEHALF OF THE BOARD: |
| CLOUDNIMBUS HOLDINGS LTD (REGISTERED NUMBER: 09820855) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was that of providing voice collaboration and data analytics for financial markets. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2024. |
| FUTURE DEVELOPMENTS |
| The directors intend on maintaining and strengthening the company performance within the same principal activity. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2024 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. |
| The directors draw attention to note two of the Financial Statements with regards to the going concern basis. |
| 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. |
| CLOUDNIMBUS HOLDINGS LTD (REGISTERED NUMBER: 09820855) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| AUDITORS |
| The auditors, Oury Clark Chartered Accountants, are deemed to be re-appointed under Section 487 (2) of the Companies Act 2006. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| CLOUDNIMBUS HOLDINGS LTD |
| Opinion |
| We have audited the financial statements of Cloudnimbus Holdings Ltd (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 December 2024 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 and one day 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 inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent 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 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 |
| CLOUDNIMBUS HOLDINGS 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 any matters in the Strategic Report and the Report of the Directors that are inconsistent with our overall view of the financial statements. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| CLOUDNIMBUS HOLDINGS 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Identifying and assessing potential irregularities, including fraud |
| In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following: |
| - Considering the nature of the industry, sector, control environment and current business activities, including possible performance targets and subsequent remuneration; |
| - Enquiring of management concerning policies and procedures relating to: |
| 1. Complying with laws and regulations and whether there were any instances of non-compliance; |
| 2. Mitigating, detecting and responding to fraud risk and whether there has been any actual or possible instances of fraud. |
| - Discussing within the engagement team regarding how and where fraud may occur in the financial statements along with the possible indicators of fraud. We identified the following areas most likely to be susceptible to fraud: |
| 1. Management override; |
| 2. Revenue recognition; |
| 3. Stock existence & valuation. |
| - Discussing within the engagement team the legal and regulatory framework in which the company operates and in particular those which would have an impact on the financial statements. The key laws and regulations considered were the Companies Act 2006, UK tax legislation and UK employment law. |
| Audit response to the risks identified |
| As noted above, we identified management override, revenue recognition and stock existence & valuation as matters that would most likely be susceptible to fraud. Our procedures to respond to these risks included the following: |
| 1. Review of nominal ledger and all journals posted in the year to ensure there was no evidence of management override; |
| 2. Performing a sales test of detail to ensure revenue is recognised correctly; |
| 3. Testing for existence and completeness during the onsite stock-take and test of detail vouching stock values to sales price and cost to ensure held at lower of cost and net realisable value. |
| Further, we also identified compliance with the Companies Act 2006, UK tax legislation and UK employment law as being key areas where there may be possible non-compliance. Our procedures to respond to these risks included the following: |
| - Review the disclosures in the financial statements through completion of a disclosure checklist and testing disclosures to supporting documentation to assess compliance with the Companies Act 2006; |
| - Safeguard review of financial statements by a qualified accountant independent of the audit team; |
| - Review the corporation tax return to ensure it complies with UK tax legislation and completion of our detailed corporation tax checklist; |
| - Safeguard review of corporation tax computations by a person qualified as a Chartered Tax Advisor independent of the audit team; |
| - Checked a sample of compliance with right to work checks and reviewed legal fees for indications of material issues arising out of non-compliance with employment law. |
| The above matters and identified laws and regulations and potential fraud risks were communicated to all engagement team members in order to enable the team to have the ability to identify such risks. The whole team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| CLOUDNIMBUS HOLDINGS LTD |
| 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 |
| Statutory Auditors |
| Herschel House |
| 58 Herschel Street |
| Slough |
| Berkshire |
| SL1 1PG |
| CLOUDNIMBUS HOLDINGS LTD (REGISTERED NUMBER: 09820855) |
| INCOME STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| TURNOVER |
| Cost of sales |
| GROSS PROFIT |
| Administrative expenses |
| 233,257 | 996,282 |
| Other operating income |
| OPERATING PROFIT | 5 |
| Interest receivable and similar income |
| 243,398 | 996,282 |
| Interest payable and similar expenses | 6 |
| PROFIT BEFORE TAXATION |
| Tax on profit | 7 |
| PROFIT FOR THE FINANCIAL YEAR |
| CLOUDNIMBUS HOLDINGS LTD (REGISTERED NUMBER: 09820855) |
| OTHER COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| PROFIT FOR THE YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| CLOUDNIMBUS HOLDINGS LTD (REGISTERED NUMBER: 09820855) |
| BALANCE SHEET |
| 31 DECEMBER 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 8 |
| CURRENT ASSETS |
| Stocks | 9 |
| Debtors | 10 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 11 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
( |
) |
| CREDITORS |
| Amounts falling due after more than one year |
12 |
| NET LIABILITIES | ( |
) | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 14 |
| Retained earnings | 15 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| CLOUDNIMBUS HOLDINGS LTD (REGISTERED NUMBER: 09820855) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 January 2023 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2023 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2024 | ( |
) | ( |
) |
| CLOUDNIMBUS HOLDINGS LTD (REGISTERED NUMBER: 09820855) |
| CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | ( |
) |
| Interest paid | ( |
) |
| Tax paid | ( |
) |
| Net cash from operating activities | ( |
) |
| Cash flows from investing activities |
| Interest received |
| Net cash from investing activities |
| Cash flows from financing activities |
| Payments from/(to) parent companies | ( |
) |
| Payments (to)/from other group companies | ( |
) |
| Advance (to) other group companies | ( |
) | ( |
) |
| Net cash from financing activities | ( |
) |
| (Decrease)/increase in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year |
2 |
3,672,405 |
| Cash and cash equivalents at end of year | 2 | 4,511,726 | 7,214,151 |
| CLOUDNIMBUS HOLDINGS LTD (REGISTERED NUMBER: 09820855) |
| NOTES TO THE CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Profit before taxation |
| Depreciation charges |
| Finance costs | 195 | - |
| Finance income | (7,138 | ) | - |
| 237,987 | 1,007,550 |
| Decrease/(increase) in stocks | ( |
) |
| Increase in trade and other debtors | ( |
) | ( |
) |
| Increase in trade and other creditors |
| Cash generated from operations | ( |
) |
| 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 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 4,511,726 | 7,214,151 |
| Year ended 31 December 2023 |
| 31.12.23 | 1.1.23 |
| £ | £ |
| Cash and cash equivalents | 7,214,151 | 3,672,405 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.1.24 | Cash flow | At 31.12.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 7,214,151 | (2,702,425 | ) | 4,511,726 |
| 7,214,151 | ( |
) | 4,511,726 |
| Total | 7,214,151 | (2,702,425 | ) | 4,511,726 |
| CLOUDNIMBUS HOLDINGS LTD (REGISTERED NUMBER: 09820855) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Cloudnimbus Holdings Ltd (the 'company') is a private company, limited by shares, registered in England and Wales. The Company's registered number and registered office address can be found on the company Information page. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statements have been prepared on a going concern basis as Symphony Communication LLC, the parent company, will continue to support the Company for a period of at least 12 months and one day from the date the audit report attached to these financial statements is signed. |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Significant judgements and estimates |
| The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Turnover is made up of four different revenue streams, Subscriptions revenue, product revenue, intercompany recharges and other revenue. |
| Subscription revenue relates to individual subscription packages, and is recognised over the period of the subscription once the risks and rewards have been transferred to the customer. |
| Product revenue relates to individual product items, and is recognised on the completion of the sale. |
| Intercompany recharges relates to recharges back to related parties at a mark-up per their Transfer Pricing Agreement, and are recognised on the completion of the sale. There is no intercompany recharges in this year. |
| Other revenue relates to additional services and charges, and is recognised on the completion of the sale. |
| Tangible assets |
| Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses. |
| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |
| Fixtures and fittings - Straight line over 5 years |
| Computer equipment - Straight line over 5 years |
| Stocks |
| Stocks are valued at the lower of the cost or average unit price and net realisable value, after making due allowance for obsolete and slow moving items. |
| CLOUDNIMBUS HOLDINGS LTD (REGISTERED NUMBER: 09820855) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| Financial assets and financial liabilities are recognised in the Company's balance sheet when the Company becomes a party to the contractual provisions of the relevant instrument, and derecognised when it ceases to be a party to such provisions. |
| Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through the statement of total comprehensive income are recognised immediately in profit or loss. |
| Financial assets |
| The Company classifies its financial assets into the categories, discussed below, due to the purpose for which the asset was acquired. The Company has not classified any of its financial assets as held to maturity. |
| Loans and receivables |
| These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of services to customers (e.g. trade debtors), but also incorporate other types of contractual monetary asset. They are initially recognised at fair value, including transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost. |
| The Company's loans and receivables consist of trade and other debtors and prepayments included within the balance sheet. Cash and bank balances include cash held at bank and cash on hand. |
| For certain categories of financial asset, such as trade debtors, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables includes the Company's past experience of collecting payments. |
| Financial liabilities and equity |
| Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement. |
| Equity instruments |
| An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Ordinary shares are classified as equity; ordinary shares issued by the Company are recognised at the proceeds received, net of direct issue costs. |
| Financial liabilities |
| Borrowings are initially recognised at fair value net of any directly attributable transaction costs. These interest-bearing liabilities are subsequently measured at amortised cost using the effective interest method, with the interest expense charged at a constant rate on the outstanding liabilities. |
| 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. |
| CLOUDNIMBUS HOLDINGS LTD (REGISTERED NUMBER: 09820855) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| 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. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into pound sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into pound sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating profit. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The Company operates a defined contribution pension scheme. Contributions payable to the Company's pension scheme are charged to profit or loss in the period to which they relate. |
| 3. | EMPLOYEES |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 31.12.24 | 31.12.23 |
| Operating and administrative headcount |
| The employees are employed by another group company in UK. Their salaries, social security costs and other pension costs are being paid by the other group company and recharged to Cloudnimbus Holdings Ltd. |
| 4. | DIRECTORS' EMOLUMENTS |
| There are no directors' remuneration in both 2024 and 2023. |
| CLOUDNIMBUS HOLDINGS LTD (REGISTERED NUMBER: 09820855) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 5. | OPERATING PROFIT |
| The operating profit is stated after charging: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Other operating leases |
| Depreciation - owned assets |
| Auditors' remuneration |
| Foreign exchange differences |
| 6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Interest expense |
| 7. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Tax on profit |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2023 - |
| Effects of: |
| Expenses not deductible for tax purposes | ( |
) | ( |
) |
| Depreciation in excess of capital allowances |
| Utilisation of tax losses | ( |
) |
| Change in tax rate | - | (30,564 | ) |
| Total tax charge | 60,046 | 68,123 |
| CLOUDNIMBUS HOLDINGS LTD (REGISTERED NUMBER: 09820855) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 8. | TANGIBLE FIXED ASSETS |
| Fixtures |
| and | Computer |
| fittings | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 9. | STOCKS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Stocks |
| 10. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| Tax |
| Prepayments |
| 11. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Tax |
| VAT | 346,674 | 283,592 |
| Accruals and deferred income |
| 12. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Accruals and deferred income |
| CLOUDNIMBUS HOLDINGS LTD (REGISTERED NUMBER: 09820855) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 13. | LEASING AGREEMENTS |
| Cloudnimbus Holdings Ltd has shared the office with another group company in UK. Rent paid by the group company will be recharged to Cloudnimbus Holdings Ltd on a monthly basis and in proportion to the number of employees in the office. There is no formal agreement between the companies and no lease commitment. The current lease of the group company will be expired in January 2026. |
| 14. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.12.24 | 31.12.23 |
| value: | £ | £ |
| Ordinary | £50 | 50,000 | 50,000 |
| Ordinary shares carry full and equal rights to participate in all circumstances and in dividends and capital distributions, whether on a winding up or otherwise. The shares are not redeemable. |
| 15. | RESERVES |
| Retained |
| earnings |
| £ |
| At 1 January 2024 | ( |
) |
| Profit for the year |
| At 31 December 2024 | ( |
) |
| 16. | PENSION COMMITMENTS |
| During the year, the company made pension contributions of £58,000 (2023: £57,213). No unpaid pension as at year end 2024 and 2023. |
| 17. | ULTIMATE PARENT COMPANY |
| The immediate parent undertaking is Cloud9 Technologies, LLC, a company incorporated in the USA. Their registered office address is 1245 Broadway New York, NY 10001, USA. |
| The ultimate parent company is Symphony Communication Services Holdings, LLC, a company incorporated in the USA. The legal entity has its registered office address as 1245 Broadway New York, NY 10001, USA. |
| Consolidated financial statements are not publicly available. |
| 18. | ULTIMATE CONTROLLING PARTY |
| The directors do not consider there to be an ultimate controlling party. |
| 19. | SECURED LIABILITIES |
| In September 2025, the ultimate parent company completed a debt refinancing with a new lender, including a fixed and floating charge over the assets and a negative pledge of the company's assets in favour of the lender. This pledge remains outstanding. |