Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2023
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ZYXEL COMMUNICATIONS UK LIMITED
COMPANY INFORMATION
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ZYXEL COMMUNICATIONS UK LIMITED
CONTENTS
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ZYXEL COMMUNICATIONS UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their report and the financial statements for the year ended 31 December 2023.
The principal activity of the Company during the reporting period continued to be that of the import and sale of communications equipment.
The trading activities of the Company focus on selling Zyxel branded IT network products in the UK and Ireland, which form part of the operation of a larger group in the worldwide market. The majority of customers of the Company are Service Providers in the telecommunication sector. The Company enters into contracts with these Service Providers to supply mainly customised products during the contract term. The turnover for the current year increased as a result of new business customers successfully secured during the year through implementation of a competitive pricing strategy. The performance for the year is in line with our expectation with similar trading patterns expected during the next year, 2024. In the prior year we implemented a new credit control procedures for new customers. This has significantly improved the trade debtor days and hence our operating cash flow.
The Company is a trading company that sells products of the parent company to a number of business customers. On this background, the directors consider that the level of Company’s exposure to various risks as following:
Foreign currency risk The main currencies which may impact the Company's operations are the Euro, the Pound Sterling and the US Dollar. In order to minimize foreign currency risk, the Company purchases products in same currency which the Company invoices its customers. Credit risk The Company trades only with recognised, credit worthy third parties. Customers who wish to trade on credit terms are generally subject to credit verification procedures. In addition, receivables balances are monitored on an ongoing basis with the result that the company's exposure to bad debts has not been significant. Provision is made for doubtful debts where necessary. Liquidity risk The directors of the Company monitor closely the liquidity risk of the Company. The Company manages the liquidity risk by:
∙ensuring a timely recovery of trade debtors from a stable and growing customer portfolio;
∙a steady supply of goods from the parent company;
∙continuously monitoring budget and actual cash flow.
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ZYXEL COMMUNICATIONS UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
This report was approved by the board and signed on its behalf.
Page 2
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ZYXEL COMMUNICATIONS UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their report and the financial statements for the year ended 31 December 2023.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £135,563 (2022 - £130,333).
The company made no dividend payment during the year (2022: £Nil).
The directors who served during the year were:
The directors have chosen to disclose information on the development and performance of the business, the principal risks and uncertainty and an analysis of key performance indicators required by the Companies Act 2006 to be included in the Directors' Report, within the Strategic Report, found on pages 1 - 2.
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ZYXEL COMMUNICATIONS UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
There have been no significant events affecting the Company since the year end.
Simmons Gainsford LLP, the previous auditors have transferred their audit business to Sumer Auditco Limited, who will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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ZYXEL COMMUNICATIONS UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZYXEL COMMUNICATIONS UK LIMITED
We have audited the financial statements of Zyxel Communications UK Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
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 Auditors' 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.
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ZYXEL COMMUNICATIONS UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZYXEL COMMUNICATIONS UK LIMITED (CONTINUED)
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the 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.
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.
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ZYXEL COMMUNICATIONS UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZYXEL COMMUNICATIONS UK LIMITED (CONTINUED)
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 Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
In order to identify and assess the risks of material misstatements, including fraud and non-compliance with laws and regulations that could be expected to have a material impact on the financial statements, we have considered:
∙the results of our enquiries of management and those charged with governance of their assessment of the risks of fraud and irregularities;
∙the nature of the company including its management structure and control systems (including the opportunity for management to override such controls);
∙management’s incentives and opportunities for fraudulent manipulation of the financial statements including the group’s remuneration and bonus policies and performance targets; and
∙the industry and environment in which it operates.
We also considered UK tax and pension legislation and laws and regulations relating to employment and the preparation and presentation of the financial statements such as the Companies Act 2006.
Based on this understanding we identified the following matters as being of significance to the entity:
∙laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards, Company Law, tax and distributable profits legislation;
∙the timing of the recognition of commercial income;
∙management bias in selecting accounting policies and determining estimates;
∙inappropriate journal entries;
∙manipulation of specific performance measures to meet remuneration targets; and
∙recoverability of debtors.
We communicated the outcomes of these discussions and enquiries, as well as consideration as to where and how fraud may occur in the entity, to all engagement team members.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised:
∙enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations;
∙enquiries with the same concerning any actual or potential litigation or claims;
∙discussion with the same regarding any known or suspected instances of non-compliance with laws and regulation and fraud;
∙inspection of relevant legal correspondence;
∙assessment of matters reported to management and the result of the subsequent investigation;
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ZYXEL COMMUNICATIONS UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZYXEL COMMUNICATIONS UK LIMITED (CONTINUED)
∙obtaining an understanding of the relevant controls and testing their operation during the year;
∙obtaining an understanding of the policies and controls over the recognition of income and testing their implementation during the year;
∙challenging assumptions made by management in their specific accounting policies and estimates, in particular in relation to depreciation of tangible fixed assets, marketing accruals & bonus provision and testing journal entries, in particular any journal entries posted with unusual account combinations or crediting revenue or cash;
∙assessing the recovery of debtors in the period since the balance sheet date and challenging assumptions;
∙reviewing the financial statements for compliance with the relevant disclosure requirements;
∙reviewing correspondence with taxation authorities;
∙evaluating the underlying business reasons for any unusual transactions;
∙considered the implementation of controls during the year; and
∙performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances which may be indicative of fraud.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
This report is made solely to the Company's directors, 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 directors those matters we are required to state to them in an Auditors' 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 directors, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
14th Floor
33 Cavendish Square
W1G 0PW
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ZYXEL COMMUNICATIONS UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
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ZYXEL COMMUNICATIONS UK LIMITED
REGISTERED NUMBER: 05061338
BALANCE SHEET
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 24 form part of these financial statements.
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ZYXEL COMMUNICATIONS UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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ZYXEL COMMUNICATIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The Company is a private company limited by shares and is incorporated in England and Wales (05061338). The address of its registered office and principal trading office is 2nd Floor, 2 Old Row Court, Rose Street, Wokingham, RG40 1XZ.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Unizyx Holding Corporation as at 31 December 2023 and these financial statements may be obtained from 16F, No.207, Sec.2 Dun-Hwa S. Rd., Taipei, Taiwan, R.O.C., or via the website www.unizyx.com.tw.
The immediate parent company is Zyxel Communications A/S, a company incorporated in Denmark, which is the parent undertaking of the smallest group to consolidate these financial statements.
Unizyx Holding Corporation, a company incorporated in Taiwan and listed on the Taiwan Stock Exchange, is regarded as being the ultimate parent company, which is the parent undertaking of the largest group to consolidate these financial statements.
The directors have prepared the accounts on a going concern basis. This basis is considered appropriate as the ultimate parent company has confirmed that it does not intend to change the structure of the groups transactions.
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ZYXEL COMMUNICATIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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ZYXEL COMMUNICATIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
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ZYXEL COMMUNICATIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their 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. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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ZYXEL COMMUNICATIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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ZYXEL COMMUNICATIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Key accounting estimates and assumptions The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimate and assumption that has a significant risk of causing a material adjustment to the carrying amount liabilities within the next financial year is: Marketing accruals and bonus provision Provisions are made against discounts allowed to clients based on the level of purchase in the financial year and also the estimated year-end bonus to employees. These provisions require management's best estimate of the costs that will be incurred based on contractual requirements and the Company's overall performance.
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ZYXEL COMMUNICATIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Analysis of turnover by country of destination:
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ZYXEL COMMUNICATIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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ZYXEL COMMUNICATIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The company has estimated tax losses of £3,397,025 (2022: £3,537,548) available to carry forward against future trading profits.
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ZYXEL COMMUNICATIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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ZYXEL COMMUNICATIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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ZYXEL COMMUNICATIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Profit and loss account
The Company has given a guarantee in favour of HM Revenue & Customs under a VAT deferment scheme amounting to £250,000 (2022: £250,000).
There is a charge imposed by the bank of the Company in favour of the landlord over the rent deposit £25,287 (2022: £25,287).
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ZYXEL COMMUNICATIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £33,739 (2022 - £23,282). Contributions totalling £23,657 (2022 - £10,196) were payable to the fund at the balance sheet date and are included in creditors.
The immediate parent company is Zyxel Communications A/S, a company incorporated in Denmark, which is the parent undertaking of the smallest group to consolidate these financial statements.
Unizyx Holding Corporation, a company incorporated in Taiwan and listed on the Taiwan Stock Exchange, is regarded as being the ultimate parent company, which is the parent undertaking of the largest group to consolidate these financial statements.
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