Company registration number 01760502 (England and Wales)
Symology Limited
Annual Report and Financial Statements
For the year ended 31 March 2024
Symology Limited
Contents
Page
Company information
1
Strategic report
2 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 26
Symology Limited
Company Information
- 1 -
Directors
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(Appointed 1 April 2024)
Secretary
H Gratwick-Wells
Company number
01760502
Registered office
10 Kensworth Gate
200-204 High Street South
Dunstable
Bedfordshire
LU6 3HS
Auditor
Gilberts Chartered Accountants
Pendragon House
65 London Road
St Albans
Hertfordshire
AL1 1LJ
Symology Limited
Strategic Report
For the year ended 31 March 2024
- 2 -
The directors present the strategic report for the year ended 31 March 2024.
Principal activities
The principal activity of the company is design, development, implementation, hosting and support of computer software and services for the management and maintenance of highways and associated infrastructure.
Fair review of the business
This year saw turnover increase to £10,061k (2023: £9,761k). The company’s first priority is to provide a quality service to its existing customers. This can be measured through retention of existing customer’s annual revenues. The company achieved a 97.3% retention rate. The target was 95% (which is reduced from previous years due to an acknowledged assessment of higher turnover of customers within the sector as a result of procurement rules).
Staff numbers now stand at 146, as at the year end (2023:142). Again the company has a focus on ensuring its staff are productive, engaged, motivated and rewarded. This can be measured through retention of existing staff, excluding retirements. The company achieved a 97% retention rate across all staff (target 90%) and a 98% retention rate across experienced staff (target 95%)
The company continued its significant investment in employees, software and internal and external infrastructure in order to ensure a continued level of high-quality customer service. Increased administration expenses of £8,885k (2023: £8,381k) are mainly due to increased staff costs.
The company board has previously agreed that as a result of the company’s employee ownership status, the majority of profits would be directed towards employee incentive schemes and bonuses. This serves to incentivise and retain staff and promote a culture of long-term decision making. As these incentives are distributed from pre-tax profits, it is expected that profit levels will be minimal in this and future years, unless there is a need to set aside some for retained earnings. As a result the profit before tax increased to £137k (2023: £107k).
Shareholders’ funds remain at similar levels to the previous year, now at £4,603k (2023: £4,521k).
Principle risks and uncertainties
The directors are confident in the company’s outlook going forward and that the continued investment in product, infrastructure and staff development as well as its commitment to quality of service delivery, will ensure the retention of the current customer base enabling it to exploit future opportunities in relevant areas.
The principal risk to the Company is the introduction of the DfT Street Manager service reducing the need for customers to use the Company’s Street Works solution. Customer retention in this area has been strong to date, including a number of new customers. The board acknowledge this risk and are directing development efforts into adding value in areas such as reporting, mobile operation and jeopardy/financial management.
A growing risk is with the longevity of the company’s current Managed Infrastructure. The company has invested significantly in its new Azure-based Aurora solution and has ambitious targets to migrate existing customers over to the new platform in a timely manner.
Development and performance
This year saw the release of the Aurora Asset Management solution for Highway Authority customers, a true integrated enterprise solution which should be the platform for success in providing solutions to many new customers. Significant further development of the Aurora Street Works solution continued, including mobile app solutions and Lane Rental features.
The directors are committed to innovating and exploring different avenues to improve the service they can provide to their customers. The specific advancements being explored in the next year are to further develop the Aurora Asset Management solution for Highway Authorities, Contractors and Statutory Undertakers, to continue to migrate existing Insight on-premise customers to the Managed Service and to migrate existing Insight Managed Service customers to Aurora.
Symology Limited
Strategic Report (Continued)
For the year ended 31 March 2024
- 3 -
Mr M Bartlett
Director
15 July 2024
Symology Limited
Directors' Report
For the year ended 31 March 2024
- 4 -
The directors present their annual report and financial statements for the year ended 31 March 2024.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
No preference dividends were paid.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr M Bartlett
Mr K Hickson
Mr S Marshall
Mr J Panconi
Ms S Twigg
Mrs S Whipp
Mr G Squire
Mr R Gordon
A Seaton
Mr J Gillam-Wright
(Appointed 1 April 2024)
Auditor
The auditor, Gilberts Chartered Accountants, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement 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.
Symology Limited
Directors' Report (Continued)
For the year ended 31 March 2024
- 5 -
Research and development
Symology Ltd has continued the policy of directing a significant proportion of its resources into product development and hosted infrastructure as well as into providing an excellent level of customer support. The approach is aimed at achieving customer satisfaction and therefore the retention of the Company's excellent reputation for quality and service. It is envisaged that this will in turn assist future sales prospects. The strategy has been shown to work well and will be continued.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
Mr M Bartlett
Director
15 July 2024
Symology Limited
Independent Auditor's Report
To the Members of Symology Limited
- 6 -
Opinion
We have audited the financial statements of Symology Limited (the 'company') for the year ended 31 March 2024 which comprise 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 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 March 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.
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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are 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.
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' report 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.
Symology Limited
Independent Auditor's Report (Continued)
To the Members of Symology Limited
- 7 -
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 directors' 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:
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 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' responsibilities statement, 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.
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.
Explanations 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. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed in our approach below:
•
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council and UK taxation legislation.
•
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
•
We enquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations. There are inherent limitations in the audit procedures noted above, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
•
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance, miscellaneous receipts and payments testing, journal entry testing, analytical procedures and obtaining additional corroborative evidence as required. In doing so we evaluate whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
•
We recognise that 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.
•
We communicated relevant key laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud and non-compliance with laws and regulations throughout the audit.
Symology Limited
Independent Auditor's Report (Continued)
To the Members of Symology Limited
- 8 -
We did not identify any audit matters relating to irregularities, including fraud.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.
Luke Parker ACA
Senior Statutory Auditor
For and on behalf of Gilberts Chartered Accountants (Statutory Auditor)
Pendragon House
65 London Road
St Albans
Hertfordshire
AL1 1LJ
15 July 2024
Symology Limited
Statement of Comprehensive Income
For the year ended 31 March 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
10,060,657
9,761,274
Cost of sales
(1,216,176)
(1,318,118)
Gross profit
8,844,481
8,443,156
Administrative expenses
(8,884,700)
(8,381,175)
Other operating income
74,319
27,671
Operating profit
4
34,100
89,652
Interest receivable and similar income
7
103,378
17,130
Profit before taxation
137,478
106,782
Tax on profit
8
21,571
(2,943)
Profit for the financial year
159,049
103,839
The profit and loss account has been prepared on the basis that all operations are continuing operations.
Symology Limited
Balance Sheet
As at 31 March 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
10
1,519,869
1,560,981
Investment property
11
1,080,000
1,080,000
2,599,869
2,640,981
Current assets
Debtors
13
2,791,878
2,514,575
Cash at bank and in hand
4,736,219
5,266,633
7,528,097
7,781,208
Creditors: amounts falling due within one year
14
(5,459,797)
(5,814,206)
Net current assets
2,068,300
1,967,002
Total assets less current liabilities
4,668,169
4,607,983
Provisions for liabilities
Deferred tax liability
15
65,565
87,136
(65,565)
(87,136)
Net assets
4,602,604
4,520,847
Capital and reserves
Called up share capital
18
129
129
Share premium account
19
259,798
259,798
Other reserves
20
(441,469)
Share repurchase reserve
22
226,880
Distributable profit and loss reserves
23
4,342,677
4,475,509
Total equity
4,602,604
4,520,847
The financial statements were approved by the board of directors and authorised for issue on 15 July 2024 and are signed on its behalf by:
Mr M Bartlett
Director
Company Registration No. 01760502
Symology Limited
Statement of Changes in Equity
For the year ended 31 March 2024
- 11 -
Share capital
Share premium account
Own shares held
Share option reserve
Share repurchase reserve
Profit and loss reserves
Total
£
£
£
£
£
£
£
Balance at 1 April 2022
129
292,859
(367,533)
15,626
410,887
8,170,967
8,522,935
Year ended 31 March 2023:
Profit and total comprehensive income for the year
-
-
-
-
-
103,839
103,839
Issue of share capital and gains on reissued shares
8,528
-
-
-
-
8,528
Dividends
-
-
-
-
-
(148,549)
(148,549)
Own shares acquired
-
-
(1,373,112)
-
-
-
(1,373,112)
Disposals of own shares
-
-
1,296,498
-
-
-
1,296,498
Share option movement
-
-
-
(12,948)
-
12,948
-
Gift of funds to EOT
-
-
-
-
-
(3,144,906)
(3,144,906)
Loss on shares issued ESOT
-
-
-
-
-
(744,386)
(744,386)
Share premium correction
-
(41,589)
-
-
-
41,589
-
Share repurchase movement
-
-
-
-
(184,007)
184,007
-
Balance at 31 March 2023
129
259,798
(444,147)
2,678
226,880
4,475,509
4,520,847
Year ended 31 March 2024:
Profit and total comprehensive income for the year
-
-
-
-
-
159,049
159,049
Revaluation of tangible fixed assets
-
-
-
-
-
-
-
Issue of share capital and gains on reissued shares
-
-
-
-
Disposals of own shares
-
-
444,147
-
-
-
444,147
Share option movement
-
-
-
(2,678)
-
2,678
-
Gift of funds to EOT
-
-
-
-
-
(185,292)
(185,292)
Loss on shares issued ESOT
-
-
-
-
-
(336,147)
(336,147)
Share repurchase movement
-
-
-
-
(226,880)
226,880
-
Balance at 31 March 2024
129
259,798
-
-
4,342,677
4,602,604
Symology Limited
Statement of Cash Flows
For the year ended 31 March 2024
- 12 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
27
(430,353)
534,188
Income taxes refunded
16,067
Net cash (outflow)/inflow from operating activities
(430,353)
550,255
Investing activities
Purchase of tangible fixed assets
(138,227)
(102,210)
Proceeds on disposal of tangible fixed assets
12,080
99,930
Interest received
103,378
17,130
Net cash (used in)/generated from investing activities
(22,769)
14,850
Financing activities
Share issue costs
8,528
Purchase of treasury shares
(1,373,112)
Sale of treasury shares
108,000
552,112
Gift of funds to EOT
(185,292)
(3,144,906)
Dividends paid
(148,549)
Net cash used in financing activities
(77,292)
(4,105,927)
Net decrease in cash and cash equivalents
(530,414)
(3,540,822)
Cash and cash equivalents at beginning of year
5,266,633
8,807,455
Cash and cash equivalents at end of year
4,736,219
5,266,633
Symology Limited
Notes to the Financial Statements
For the year ended 31 March 2024
- 13 -
1
Accounting policies
Company information
Symology Limited is a private company limited by shares incorporated in England and Wales. The registered office is 10 Kensworth Gate, 200-204 High Street South, Dunstable, Bedfordshire, LU6 3HS.
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, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
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 as a proportion of total costs or where costs aren't a reliable measure by time elapsed over the total length of the contract where services are regular. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.4
Tangible fixed assets
Tangible fixed assets 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:
Freehold land and buildings
2% straight line, following revaluation
Leasehold land and buildings
2% straight line
Fixtures and fittings
20% reducing balance
Computers
20% straight line
Motor vehicles
25% reducing balance
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 profit or loss.
Symology Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
- 14 -
1.5
Investment property
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.
1.6
Fixed asset investments
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.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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 is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
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 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 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.
1.8
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.
Symology Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
- 15 -
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 and Section 12 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.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price 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 fair value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Basic financial liabilities
Basic financial liabilities, which include trade and other payables and bank loans, are initially measured at transaction price and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present fair value of the future receipts discounted at a market rate of interest.
1.10
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.
1.11
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 profit and loss account 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.
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 profit and loss account. 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.
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 fixed 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.
Symology Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
- 16 -
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes option pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest.
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 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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Share option reward
The calculation for the share option reward uses the Black Scholes method of valuation. This involves estimating several factors including the volatility of the shares, the dividend yield and the underlying risk-free rate of interest. Industry data and comparison to entities operating in the same market is used to reach reliable estimates for each factor.
Investment property valuation
Investment properties are held at fair value. This has been estimated by a RICS accredited estate agent, however the very nature of an estimate is subjective.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Subscriptions
9,490,220
9,078,717
Consultancy
272,944
431,166
Other
297,493
251,391
10,060,657
9,761,274
2024
2023
£
£
Other revenue
Interest income
103,378
17,130
Symology Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
3
Turnover and other revenue
(Continued)
- 17 -
All turnover was generated from within the United Kingdom.
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses
130
122
Fees payable to the company's auditor for the audit of the company's financial statements
26,422
16,000
Depreciation of owned tangible fixed assets
173,872
160,172
Profit on disposal of tangible fixed assets
(6,613)
(49,704)
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Directors
7
8
Development
80
76
Other
58
52
Total
145
136
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
6,736,071
6,402,101
Social security costs
769,727
764,529
Pension costs
380,299
336,385
7,886,097
7,503,015
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
410,007
573,999
Company pension contributions to defined contribution schemes
23,640
27,934
433,647
601,933
Symology Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
6
Directors' remuneration
(Continued)
- 18 -
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 7 (2023 - 7).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
74,250
87,500
Company pension contributions to defined contribution schemes
4,455
5,250
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
101,878
16,109
Other interest income
1,500
1,021
Total income
103,378
17,130
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
101,878
16,109
8
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of timing differences
(21,571)
2,943
Symology Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
8
Taxation
(Continued)
- 19 -
The actual (credit)/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
137,478
106,782
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2023: 19.00%)
26,121
20,289
Tax effect of expenses that are not deductible in determining taxable profit
255
1,508
Tax effect of income not taxable in determining taxable profit
(6,650)
Unutilised tax losses carried forward
(27,532)
(523)
Permanent capital allowances in excess of depreciation
1,977
(6,336)
Deferred Tax
(21,571)
2,943
Section 12 deduction
(821)
(8,288)
Taxation (credit)/charge for the year
(21,571)
2,943
9
Dividends
2024
2023
2024
2023
Per share
Per share
Total
Total
£
£
£
£
Ordinary shares
Final paid
18.71
71,098
Ordinary 'A' shares
Final paid
8.11
77,451
Total dividends
Final paid
148,549
Symology Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
- 20 -
10
Tangible fixed assets
Freehold land and buildings
Leasehold land and buildings
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost or valuation
At 1 April 2023
192,000
1,009,000
166,046
505,180
299,191
2,171,417
Additions
7,236
130,991
138,227
Disposals
(2,315)
(18,850)
(21,165)
At 31 March 2024
192,000
1,009,000
173,282
633,856
280,341
2,288,479
Depreciation and impairment
At 1 April 2023
7,680
40,360
117,228
263,329
181,839
610,436
Depreciation charged in the year
3,840
20,180
10,522
110,987
28,343
173,872
Eliminated in respect of disposals
(2,315)
(13,383)
(15,698)
At 31 March 2024
11,520
60,540
127,750
372,001
196,799
768,610
Carrying amount
At 31 March 2024
180,480
948,460
45,532
261,855
83,542
1,519,869
At 31 March 2023
184,320
968,640
48,818
241,851
117,352
1,560,981
The Freehold Property was listed to be sold as at the year end. A sale of the property has been agreed after the year end.
Land and buildings with a carrying amount of £1,128,940 were revalued at 31 March 2021, by an external valuer not connected with the company, on the basis of market value. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties.
If Freehold and Leasehold Land and Buildings had been measured using the historic cost basis, the carrying amount would have been £1,159,997 (2023 - £1,180,946).
11
Investment property
2024
£
Fair value
At 1 April 2023 and 31 March 2024
1,080,000
The fair value of the investment property has been arrived at on the basis of a valuation carried out during April 2024 by an external valuer, who is not connected with the company. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.
12
Associates
Details of the company's associates at 31 March 2024 are as follows:
Symology Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
12
Associates
(Continued)
- 21 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Kensworth Gate Management Limtied
43 Wellhead Road, Totternhoe, Dunstable, England, LU6 1QS
Oridnary Shares
49.00
The method of accounting used is the cost method. No dividends or other distributions have been received nor recognised as income (2023 - nil).
Had the equity method been used, the following adjustments to the current years accounts would be as follows:
Fixed Asset Investment bought forward increase £22,255
Fixed Asset Investment revaluation increase £6,041
Fixed Asset Investment carried forward increase £28,296
Retained Earnings bought forward increase £22,255
P+L Movement for revaluation increase £6,041
Retained Earnings carried forward increase £28,296
13
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
2,254,351
1,966,019
Other debtors
22,276
27,548
Prepayments and accrued income
515,251
521,008
2,791,878
2,514,575
14
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
158,187
180,954
Taxation and social security
775,196
765,407
Deferred income
4,117,272
4,056,940
Other creditors
3,204
14,213
Accruals
405,938
796,692
5,459,797
5,814,206
Symology Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
- 22 -
15
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
35,940
57,511
Investment property
29,625
29,625
65,565
87,136
2024
Movements in the year:
£
Liability at 1 April 2023
87,136
Credit to profit or loss
(21,571)
Liability at 31 March 2024
65,565
The deferred tax liability set out above is expected to reverse over time and relates to accelerated capital allowances that are expected to mature within the same period.
Symology Limited has carried forward tax losses of £941,111 (2023 - £1,086,017) which would result in a deferred tax asset of £178,811 (2023 - £271,504). However due to uncertainty in the ability to utilise these losses they have not been included within the accounts.
16
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
380,299
336,385
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.
Symology Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
- 23 -
17
Share-based payment transactions
During the year 0 (2023 - 0) share options at a weighted average price of £1.04 (2023 - £1.04) lapsed. The number of share options outstanding at the year end is 0 (2023 - 2,000).
The fair value of the share options has been calculated using the Black-Scholes model. The assumptions used in the calculation of the fair value of the share options outstanding during the year are as follows:
Exercise Price £48.00 - £56.16
Share Price at the date of grant Value agreed with HMRC
Expected Volatility 15%
Expected Dividend Yield 12%
Expected Life 2 years
The weighted average price in respect of the options subsisting at the year end was £1.04 (2023 - £1.04) per share with a weighted average life of 2 years (2023 - 2 years).
Net share based payment charges arising from the share option scheme during the year totalled £0 (2023 - 41,589).
18
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
-
10,000
-
100
Ordinary 'A' shares of 0.1p each
-
27,050
-
27
of 0.01p each
1,270,500
-
127
-
1,270,500
37,050
127
127
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares of £1 each
2
2
2
2
Preference shares classified as equity
2
2
Total equity share capital
129
129
Symology Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
18
Share capital
(Continued)
- 24 -
Ordinary shares - Entitled to receive notice of and to vote at any general meeting of the company. Each ordinary share has a nominal value of 1p and shall be entitled to receive a dividend when declared.
Ordinary 'A' shares - Not entitled to receive notice or attend or vote at any general meeting of the company. Each ordinary 'A' shares has a nominal value of 0.1p and shall be entitle to receive a dividend when declared.
During the year, both share classes were subdivided. The ordinary shares were subdivided into 1,000,000 0.01p shares and the ordinary 'A' shares were subdivided into 270,500 0.01p shares. These were then both converted to a new share class called 0.01p Ordinary shares with a total of 1,270,500 shares. These shares have the same rights as the Ordinary shares stated above.
Preference shares - There are no voting rights nor are there any rights to receive dividends. On a return of assets on a liquidation or capital reduction or otherwise, the assets of the company remaining after the payment of tis liabilities shall be applied first in paying to holders of the preference shares £1.00 per share.
The Symology Employee Share Ownership Trust (ESOT) as at the year end held 0 Ordinary shares and 0 Ordinary 'A' shares. The shares whilst owned by the ESOT are required to waive their right to receive dividends.
19
Share premium account
2024
2023
£
£
At the beginning of the year
259,798
292,859
Share issue expenses
8,528
Other movements
(41,589)
At the end of the year
259,798
259,798
20
Other reserves
Own share reserve
Share option reserve
Total
£
£
£
At the beginning of the prior year
(367,533)
15,626
(351,907)
Additions
(1,373,112)
-
(1,373,112)
Disposals of own shares
1,296,498
-
1,296,498
Other movements
-
(12,948)
(12,948)
At the end of the prior year
(444,147)
2,678
(441,469)
Disposals of own shares
444,147
-
444,147
Other movements
-
(2,678)
(2,678)
At the end of the current year
-
-
Symology Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
- 25 -
21
Employee Share Ownership Trust (ESOT)
The Symology Employee Share Ownership Trust (ESOT) qualifies as an intermediary under FRS102 section 9 (Intermediary Payments), therefore the ESOT has been consolidated into the financial statements of Symology Ltd. The sole purpose of the ESOT is to facilitate the acquisition of shares in Symology Ltd by the employees of Symology Ltd. As at the year end the ESOT currently held 0 Ordinary shares and 0 Ordinary 'A' shares. The ESOT is in the process of being wound up as at the year end.
22
Share repurchase reserve
2024
2023
£
£
At the beginning of the year
226,880
410,887
Non distributable profits in the year
(226,880)
(184,007)
At the end of the year
-
226,880
The company has first refusal to repurchase shares issued to employees. The share repurchase reserve represents the funds required in the event that all shares are required to be repurchased at current market value.
23
Profit and loss reserves
2024
2023
£
£
At the beginning of the year
4,475,509
8,170,967
Profit for the year
159,049
103,839
Current year profits transferred to non-distributable reserve
226,880
184,007
Dividends declared and paid in the year
-
(148,549)
Other
(518,761)
(3,834,755)
At the end of the year
4,342,677
4,475,509
24
Operating lease commitments
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:
2024
2023
£
£
Within one year
26,830
26,830
Symology Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
- 26 -
25
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Purchases
Purchases
2024
2023
£
£
Entities with a director in common
25,897
24,164
Entities over which the entity has control, joint control or significant influence
-
8,000
26
Ultimate controlling party
The Company is employee owned and control rests with the trustees of Symology Employee Ownership Trust.
27
Cash (absorbed by)/generated from operations
2024
2023
£
£
Profit for the year after tax
159,049
103,839
Adjustments for:
Taxation (credited)/charged
(21,571)
2,943
Investment income
(103,378)
(17,130)
Gain on disposal of tangible fixed assets
(6,613)
(49,704)
Fair value (gain)/loss on investment properties
35,000
Depreciation and impairment of tangible fixed assets
173,872
160,172
Movements in working capital:
Increase in debtors
(277,303)
(445,928)
(Decrease)/increase in creditors
(414,741)
165,406
Increase in deferred income
60,332
579,590
Cash (absorbed by)/generated from operations
(430,353)
534,188
28
Analysis of changes in net funds
1 April 2023
Cash flows
31 March 2024
£
£
£
Cash at bank and in hand
5,266,633
(530,414)
4,736,219
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