Company Registration No. 02948047 (England and Wales)
SYZYGY UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
SYZYGY UK LIMITED
COMPANY INFORMATION
Directors
Mr E Greiner
Mrs I Murphy
Secretary
Mr E Greiner
Company number
02948047
Registered office
Lacon House
84 Theobalds Road
London
WC1X 8NL
Auditor
KPSR LLP
58 High Street
Pinner
Middlesex
HA5 5PZ
SYZYGY UK LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Income statement
7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 25
SYZYGY UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
- 1 -
The directors present the strategic report for the year ended 31 December 2019.
Fair review of the business
In 201
9
we experienced
a decrease
in revenue to £
11,071k (2018: £14,103k) due to the loss of some ongoing client projects.
Some cost savings have been realised through redundancies and the sub-letting of surplus office space.
There have been some more positive results towards the end of the year with some new clients engaging the business.
In 20
20,
we anticipate more repeat business with existing clients and
we will
strive for new business wins to underpin stability and growth of the company.
The
results and financial position at the year end were
consider
ed to be satisfactory by the directors.
Principal risks and uncertainties
The main financial risks arising from the company's activities are economic risk, currency risk and operating risk. These are stringently monitored by the board of directors and were not considered to be significant at the
end of the reporting period
.
The company's policy in respect of currency risk is to closely monitor exchange rate fluctuations between Sterling, Euro and other major currencies. This may impact the operating profit attained by the company.
The company's policy in respect of economic and operating risk is to manage projects efficiently and exercise tight control on costs.
The company has a high profile client base. However, a downturn could lead to reduced order levels which in turn may impact revenue generated.
The directors have considered the impact the impact of COVID – 19 on the company and its operations. At the time of signing this report the outbreak has significantly subsided and the government has lifted many restrictions that were put in place at the start of the epidemic.
The directors believe that whilst there will be some impact on its trade in the subsequent period, demand will start increasing in line the easing of restrictions and the slow-down of the epidemic. The company has seen growth in sales from customers, particularly with clients operating in markets that are favourable to the pandemic.
The directors also believe that the company has enough reserves to sustain itself through the epidemic and has the full support of the parent company.
Other performance indicators
The company uses a number of non-financial performance indicators to monitor and drive the business including measures within the areas of technological advancement. Examples are
online impressions and user engagement.
Mr E Greiner
Director
2 July 2020
SYZYGY UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
- 2 -
The directors present their annual report and financial statements for the year ended 31 December 2019.
Principal activities
The principal activity of the company was that of provision of integrated portfolio of corporate internet solutions, from strategic consulting to project planning, concepts, designs and technical realisation.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr E Greiner
Mr M Ellis
(Resigned 31 July 2019)
Mr P Stelter
(Resigned 25 March 2020)
Mrs I Murphy
Results and dividends
The results for the year are set out on page 7.
No ordinary dividends were paid
(2018: £100,000). The directors do not recommend payment of a final dividend.
Post reporting date events
There are no matters that give rise to a post balance sheet event.
Future developments
The directors are confident that the success of the business will
revive
and new awards of projects that
have
commence
d
in 20
20
will underpin the long term stability and growth of the company.
Auditor
KPSR LLP
were appointed auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
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
Mr E Greiner
Director
2 July 2020
SYZYGY UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2019
- 3 -
The directors are responsible for preparing the
Annual
Report 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.
SYZYGY UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SYZYGY UK LIMITED
- 4 -
Opinion
We have audited the financial statements of Syzygy UK Limited (the 'company') for the year ended 31 December 2019 which comprise the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows 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 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 2019 and of its loss 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.
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
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you whe
re:
-
The directors' use of the going concern basis of accounting in the preperation of the financial statements is not appropriate; or
-
the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue
.
We have nothing to report in respect of the above matters.
However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company's ability to continue as a going concern. For example, the terms on which the United Kingdom may withdraw from the European Union are not clear and it is difficult to evaluate all of the potential implications on the company's trade, customers, suppliers and the wider economy.
COVID-19 and uncertainties
With the advent of the current pandemic it is difficult to evaluate all the potential implications on the company’s trade, customers, suppliers and wider economy.
SYZYGY UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SYZYGY UK LIMITED
- 5 -
The directors are responsible for the 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit
:
-
the information given in the strategic report and the directors' r
eport for the financial year for which the financial statements are prepared is consistent with the financial statements
; and
-
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie
d
material misstatements in the strategic report and the directors'
r
eport
.
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 directors'
r
esponsibilities
s
tatement, 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 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 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.
SYZYGY UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SYZYGY UK LIMITED
- 6 -
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.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities
.
This description forms part of our auditor’s 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.
Mr Rishil Patel (Senior Statutory Auditor)
for and on behalf of KPSR LLP
2 July 2020
Chartered Accountants
Statutory Auditor
58 High Street
Pinner
Middlesex
HA5 5PZ
SYZYGY UK LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2019
- 7 -
2019
2018
Notes
£
£
Revenue
3
11,071,059
14,103,050
Cost of sales
(10,635,698)
(12,567,017)
Gross profit
435,361
1,536,033
Administrative expenses
(1,439,734)
(1,647,502)
Other operating expenses
(48,599)
(15,373)
Operating loss
4
(1,052,972)
(126,842)
Investment income
7
4,945
20,740
Finance costs
8
(7,302)
(5,231)
Loss before taxation
(1,055,329)
(111,333)
Tax on loss
9
37,045
(3,540)
Loss for the financial year
(1,018,284)
(114,873)
The Income Statement has been prepared on the basis that all operations are continuing operations.
SYZYGY UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2019
- 8 -
2019
2018
£
£
Loss for the year
(1,018,284)
(114,873)
Other comprehensive income
-
-
Total comprehensive income for the year
(1,018,284)
(114,873)
SYZYGY UK LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2019
31 December 2019
- 9 -
2019
2018
Notes
£
£
£
£
Fixed assets
Intangible assets
11
8,702
13,126
Property, plant and equipment
12
1,408,894
1,384,339
1,417,596
1,397,465
Current assets
Trade and other receivables falling due after more than one year
13
34,492
-
Trade and other receivables falling due within one year
13
3,413,143
3,853,429
Cash and cash equivalents
909,110
1,266,104
4,356,745
5,119,533
Current liabilities
14
(5,078,974)
(5,020,027)
Net current (liabilities)/assets
(722,229)
99,506
Total assets less current liabilities
695,367
1,496,971
Non-current liabilities
15
(237,315)
-
Provisions for liabilities
17
-
(20,635)
Net assets
458,052
1,476,336
Equity
Called up share capital
18
1,000
1,000
Retained earnings
457,052
1,475,336
Total equity
458,052
1,476,336
The financial statements were approved by the board of directors and authorised for issue on 2 July 2020 and are signed on its behalf by:
Mr E Greiner
Director
Company Registration No. 02948047
SYZYGY UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2019
- 10 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 1 January 2018
1,000
1,690,208
1,691,208
Year ended 31 December 2018:
Loss and total comprehensive income for the year
-
(114,872)
(114,873)
Dividends
10
-
(100,000)
(100,000)
Balance at 31 December 2018
1,000
1,475,336
1,476,336
Year ended 31 December 2019:
Loss and total comprehensive income for the year
-
(1,018,284)
(1,018,284)
Balance at 31 December 2019
1,000
457,052
458,052
SYZYGY UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2019
- 11 -
2019
2018
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
23
(70,774)
567,362
Interest paid
(7,302)
(5,231)
Income taxes refunded
48,131
18,972
Net cash (outflow)/inflow from operating activities
(29,945)
581,103
Investing activities
Purchase of intangible assets
(12,695)
(20,459)
Purchase of property, plant and equipment
(336,004)
(2,965)
Proceeds on disposal of property, plant and equipment
16,705
-
Interest received
4,945
20,740
Net cash used in investing activities
(327,049)
(2,684)
Financing activities
Dividends paid
-
(100,000)
Net cash used in financing activities
-
(100,000)
Net (decrease)/increase in cash and cash equivalents
(356,994)
478,419
Cash and cash equivalents at beginning of year
1,266,104
787,685
Cash and cash equivalents at end of year
909,110
1,266,104
SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
- 12 -
1
Accounting policies
Company information
Syzygy UK Limited
("the company")
is a limited company domiciled and incorporated in England and Wales.
The registered office is
Lacon House, 84 Theobalds Road, London, WC1X 8NL.
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 and FRC Abstracts.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements are prepared on a going concern basis, under the historical cost convention.
The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 2.
1.2
Going concern
A
true
t the time of approving the financial statements
,
t
he directors have a reasonable expectation that the
company
has adequate resources to continue in operational existence for the foreseeable future. Thus
t
he directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Revenue
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services rendered, stated net of discounts and Value Added Tax. When the consideration receivable in cash or cash equivalents is deferred, and the arrangement constitutes in effect a financing transaction, the fair value of the consideration is measured at the present value of all future receipts determined using an imputed rate of interest, normally the rate that discounts the nominal amount of consideration to the cash sales price. In respect of the rendering of services, turnover represents revenue measured by reference to the stage of completion of the contract activity or the service transaction at the end of the reporting period.
Rendering of Services
When the outcome of a project contract can be estimated reliably in terms of completion, future costs to complete and collectability of billings, the Company recognises revenue and expenses on the contract by reference to the stage of completion of the contract at the end of the reporting period. The stage of completion is determined on the basis of the proportion of the contact costs incurred and time spent to date over the total contract.
Interest Income
Interest income is recognised using the effective interest method.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that
it is probable will be
recover
ed
.
SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 13 -
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date
where
it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the
fair
value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software licences
Straight line over the life of the licence
1.5
Property, plant and equipment
Property, plant and equipment
are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Land and buildings short leasehold
Straight line over the life of the lease, over 10 years
Fixtures and fittings
20% on cost
Computer equipment
33% on cost
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and
is credited or charged to the income statement
.
1.6
Impairment of non-current assets
At each reporting
period
end date, the
company
reviews the carrying amounts of its tangible
and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in
the income statement
, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 14 -
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit)
in
prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
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.
1.8
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 statement of financial position 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 trade and other receivables 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.
Trade receivables
, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.
Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.
SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 15 -
Impairment of financial assets
Financial assets, other than those
held
at
fair value through the income statement
, 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 the income statement.
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.
Basic financial liabilities
Basic financial liabilities
,
including trade and other payables, 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 receipts discounted at market rate of interest
.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Accounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective rate method.
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.
Other financial liabilities
Derivatives, including interest swaps and foreign exchange contracts, are not financial instruments. Derivatives are initially recognised at fair value on the date a derivative 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.
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.
SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 16 -
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations
expire or are discharged or cancelled.
1.9
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.
1.10
Derivatives
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 17 -
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
The company operates a defined contribution scheme. Contributions payable are charged to the
income statement
in the year they are payable.
1.14
Leases
Rentals payable under operating leases,
including
any lease incentives received, are charged to
the income statement
on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.
1.15
Foreign exchange
Transactions in currencies other than pound sterling are recorded at the rates of exchange prevailing at 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 are included in the income statement for the period.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
3
Revenue
An analysis of the company's revenue is as follows:
2019
2018
£
£
Revenue analysed by class of business
Design and build revenue
11,071,059
14,103,050
SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
3
Revenue
(Continued)
- 18 -
2019
2018
£
£
Other significant revenue
Interest income
4,945
20,740
2019
2018
£
£
Revenue analysed by geographical market
United Kingdom
1,377,232
1,551,335
Europe
2,303,614
10,577,288
Rest of the World
7,390,213
1,974,427
11,071,059
14,103,050
4
Operating loss
2019
2018
Operating loss for the year is stated after charging:
£
£
Exchange losses
48,599
15,373
Fees payable to the company's auditor for the audit of the company's financial statements
19,000
22,053
Depreciation of owned property, plant and equipment
294,744
310,514
Amortisation of intangible assets
17,119
23,385
Operating lease charges
1,050,735
1,063,218
Exchange differences recognised in profit or loss during the year, except for those arising on financial instruments measured at fair value through profit or loss, amounted to £48,599 (2018 - £15,373).
5
Auditor's remuneration
2019
2018
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
19,000
22,053
SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 19 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2019
2018
Number
Number
Administration
1
1
Production and development
38
50
39
51
Their aggregate remuneration comprised:
2019
2018
£
£
Wages and salaries
2,896,865
3,631,112
Social security costs
310,356
393,536
Pension costs
64,981
66,266
3,272,202
4,090,914
7
Investment income
2019
2018
£
£
Interest income
Interest on bank deposits
4,945
20,740
Investment income includes the following:
Interest on financial assets not measured at fair value through profit or loss
4,945
20,740
8
Finance costs
2019
2018
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
7,302
5,231
SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
(Continued)
- 20 -
9
Taxation
2019
2018
£
£
Current tax
UK corporation tax on profits for the current period
-
18,403
Adjustments in respect of prior periods
18,082
-
Total current tax
18,082
18,403
Deferred tax
Origination and reversal of timing differences
(55,127)
(14,863)
Total tax (credit)/charge
(37,045)
3,540
The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2019
2018
£
£
Loss before taxation
(1,055,329)
(111,333)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2018: 19.00%)
(200,513)
(21,153)
Tax effect of expenses that are not deductible in determining taxable profit
63,522
66,106
Unutilised tax losses carried forward
136,236
-
Adjustments in respect of prior years
18,082
-
Group relief
23,400
-
Permanent capital allowances in excess of depreciation
(22,645)
(26,550)
Deferred taxation
(55,127)
(14,863)
Taxation (credit)/charge for the year
(37,045)
3,540
10
Dividends
2019
2018
£
£
Final paid
-
100,000
SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 21 -
11
Intangible fixed assets
Software licences
£
Cost
At 1 January 2019
100,206
Additions - separately acquired
12,695
At 31 December 2019
112,901
Amortisation and impairment
At 1 January 2019
87,080
Amortisation charged for the year
17,119
At 31 December 2019
104,199
Carrying amount
At 31 December 2019
8,702
At 31 December 2018
13,126
12
Property, plant and equipment
Land and buildings short leasehold
Fixtures and fittings
Computer equipment
Total
£
£
£
£
Cost
At 1 January 2019
1,277,319
191,243
397,544
1,866,106
Additions
319,084
-
16,920
336,004
Disposals
(16,705)
(183,225)
-
(199,930)
At 31 December 2019
1,579,698
8,018
414,464
2,002,180
Depreciation and impairment
At 1 January 2019
187,188
54,167
240,412
481,767
Depreciation charged in the year
163,267
131,477
-
294,744
Eliminated in respect of disposals
-
(183,225)
-
(183,225)
At 31 December 2019
350,455
2,419
240,412
593,286
Carrying amount
At 31 December 2019
1,229,243
5,599
174,052
1,408,894
At 31 December 2018
1,090,131
137,076
157,132
1,384,339
SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 22 -
13
Trade and other receivables
2019
2018
Amounts falling due within one year:
£
£
Trade receivables
1,804,021
2,313,578
Corporation tax recoverable
4,027
70,240
Amounts owed by group undertakings
818,072
642,882
Other receivables
386,738
396,525
Prepayments and accrued income
400,285
430,204
3,413,143
3,853,429
2019
2018
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 16)
34,492
-
Total debtors
3,447,635
3,853,429
14
Current liabilities
2019
2018
£
£
Trade payables
245,407
227,193
Amounts owed to group undertakings
2,775,974
2,618,113
Other taxation and social security
99,839
99,269
Other payables
938
-
Accruals and deferred income
1,956,816
2,075,452
5,078,974
5,020,027
15
Non-current liabilities
2019
2018
£
£
Other payables
237,315
-
SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 23 -
16
Deferred taxation
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
Liabilities
Assets
Assets
2019
2018
2019
2018
Balances:
£
£
£
£
Accelerated / decelerated capital allowances
-
20,635
34,492
-
2019
Movements in the year:
£
Liability at 1 January 2019
20,635
Credit to profit or loss
(55,127)
Liability/(Asset) at 31 December 2019
(34,492)
The deferred tax asset
set out above
is expected to reverse
in the foreseeable future and relates to accelerated capital allowances that are expected to mature within the same period.
17
Provisions for liabilities
2019
2018
Notes
£
£
Deferred tax liabilities
16
-
20,635
18
Share capital
2019
2018
£
£
Ordinary share capital
Issued and fully paid
100,000 Ordinary shares of 1p each
1,000
1,000
1,000
1,000
19
Retirement benefit schemes
2019
2018
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
64,981
66,266
The company operates a defined contribution pension scheme for all qualifying employees.
The assets of the scheme are held separately from those of the company in an independently administered fund.
SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 24 -
20
Operating lease commitments
Lessee
The company entered into a 10 year operating lease for use of its current office space which expires in August 2027. A rent review date exists in August 2022. A rent free period was granted from the landlord until July 2019.
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2019
2018
£
£
Within one year
1,054,352
527,176
Between two and five years
4,217,408
4,217,408
In over five years
2,723,743
3,778,095
7,995,503
8,522,679
21
Controlling party
The Company's immediate parent company is Unique Digital Marketing Limited, a company incorporated in England. Unique Digital Marketing is controlled by Syzygy AG, a listed company incorporated in Germany. The directors regard Syzygy AG as the ultimate parent company.
Copies of the financial statements of the parent company are available from Investor Relations at Syzygy AG, Horexstraße 28, 61352 Bad Homburg vor der Höhe, Germany
The ultimate controlling party is WPP Plc a company fully listed on the London Stock Exchange, copies of this company's financial statements are available from WPP Plc, Queenway House, Hilgrove Street, St.Helier, Jersey JE1 1ES.
22
Directors' remuneration
2019
2018
£
£
Remuneration for qualifying services
359,670
264,022
Company pension contributions to defined contribution schemes
13,557
5,198
373,227
269,220
Remuneration disclosed above include the following amounts paid to the highest paid director:
2019
2018
£
£
Remuneration for qualifying services
237,951
-
Company pension contributions to defined contribution schemes
13,124
-
SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 25 -
23
Cash generated from operations
2019
2018
£
£
Loss for the year after tax
(1,018,284)
(114,873)
Adjustments for:
Taxation (credited)/charged
(37,045)
3,540
Finance costs
7,302
5,231
Investment income
(4,945)
(20,740)
Amortisation and impairment of intangible assets
17,119
23,385
Depreciation and impairment of property, plant and equipment
294,744
310,514
Movements in working capital:
Decrease/(increase) in trade and other receivables
403,970
(1,430,788)
Increase in trade and other payables
266,365
1,791,094
Cash (absorbed by)/generated from operations
(70,774)
567,362
24
Analysis of changes in net funds
1 January 2019
Cash flows
31 December 2019
£
£
£
Cash at bank and in hand
1,266,104
(356,994)
909,110
2019-12-31
2019-01-01
false
CCH Software
CCH Accounts Production 2020.100
Mr E Greiner
Mr M Ellis
Mr P Stelter
Mr P Stelter
Mrs I Murphy
Mrs I Murphy
Mr E Greiner
02948047
2019-01-01
2019-12-31
02948047
bus:CompanySecretaryDirector1
2019-01-01
2019-12-31
02948047
bus:Director5
2019-01-01
2019-12-31
02948047
bus:CompanySecretary1
2019-01-01
2019-12-31
02948047
bus:Director2
2019-01-01
2019-12-31
02948047
bus:Director3
2019-01-01
2019-12-31
02948047
bus:Director1
2019-01-01
2019-12-31
02948047
bus:Director4
2019-01-01
2019-12-31
02948047
bus:Director6
2019-01-01
2019-12-31
02948047
bus:RegisteredOffice
2019-01-01
2019-12-31
02948047
2019-12-31
02948047
2018-01-01
2018-12-31
02948047
core:RetainedEarningsAccumulatedLosses
2019-01-01
2019-12-31
02948047
core:OtherResidualIntangibleAssets
2019-12-31
02948047
core:OtherResidualIntangibleAssets
2018-12-31
02948047
core:PatentsTrademarksLicencesConcessionsSimilar
2019-12-31
02948047
core:PatentsTrademarksLicencesConcessionsSimilar
2018-12-31
02948047
2018-12-31
02948047
core:LandBuildings
core:LeasedAssetsHeldAsLessee
2019-12-31
02948047
core:FurnitureFittings
2019-12-31
02948047
core:ComputerEquipment
2019-12-31
02948047
core:LandBuildings
core:LeasedAssetsHeldAsLessee
2018-12-31
02948047
core:FurnitureFittings
2018-12-31
02948047
core:ComputerEquipment
2018-12-31
02948047
core:Non-currentFinancialInstruments
core:AfterOneYear
2019-12-31
02948047
core:CurrentFinancialInstruments
2019-12-31
02948047
core:CurrentFinancialInstruments
core:WithinOneYear
2019-12-31
02948047
core:CurrentFinancialInstruments
core:WithinOneYear
2018-12-31
02948047
core:CurrentFinancialInstruments
2018-12-31
02948047
core:Non-currentFinancialInstruments
2019-12-31
02948047
core:ShareCapital
2019-12-31
02948047
core:ShareCapital
2018-12-31
02948047
core:RetainedEarningsAccumulatedLosses
2019-12-31
02948047
core:RetainedEarningsAccumulatedLosses
2018-12-31
02948047
core:ShareCapital
2017-12-31
02948047
2017-12-31
02948047
core:ShareCapitalOrdinaryShares
2019-12-31
02948047
core:ShareCapitalOrdinaryShares
2018-12-31
02948047
core:RetainedEarningsAccumulatedLosses
2018-01-01
2018-12-31
02948047
2018-12-31
02948047
core:IntangibleAssetsOtherThanGoodwill
2019-01-01
2019-12-31
02948047
core:LandBuildings
core:LeasedAssetsHeldAsLessee
2019-01-01
2019-12-31
02948047
core:FurnitureFittings
2019-01-01
2019-12-31
02948047
core:ComputerEquipment
2019-01-01
2019-12-31
02948047
core:OwnedAssets
2019-01-01
2019-12-31
02948047
core:OwnedAssets
2018-01-01
2018-12-31
02948047
core:UKTax
2018-01-01
2018-12-31
02948047
core:UKTax
2019-01-01
2019-12-31
02948047
1
2019-01-01
2019-12-31
02948047
1
2018-01-01
2018-12-31
02948047
core:PatentsTrademarksLicencesConcessionsSimilar
2018-12-31
02948047
core:PatentsTrademarksLicencesConcessionsSimilar
core:ExternallyAcquiredIntangibleAssets
2019-01-01
2019-12-31
02948047
core:PatentsTrademarksLicencesConcessionsSimilar
2019-01-01
2019-12-31
02948047
core:LandBuildings
core:LeasedAssetsHeldAsLessee
2018-12-31
02948047
core:FurnitureFittings
2018-12-31
02948047
core:ComputerEquipment
2018-12-31
02948047
core:Non-currentFinancialInstruments
1
2019-12-31
02948047
bus:OrdinaryShareClass1
2019-01-01
2019-12-31
02948047
bus:OrdinaryShareClass1
2019-12-31
02948047
core:WithinOneYear
2019-12-31
02948047
core:WithinOneYear
2018-12-31
02948047
core:BetweenTwoFiveYears
2019-12-31
02948047
core:BetweenTwoFiveYears
2018-12-31
02948047
core:MoreThanFiveYears
2019-12-31
02948047
core:MoreThanFiveYears
2018-12-31
02948047
bus:PrivateLimitedCompanyLtd
2019-01-01
2019-12-31
02948047
bus:FRS102
2019-01-01
2019-12-31
02948047
bus:Audited
2019-01-01
2019-12-31
02948047
bus:FullAccounts
2019-01-01
2019-12-31
xbrli:pure
xbrli:shares
iso4217:GBP