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Registered number: 06316253









ZEPHYRUS PARTNERS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
ZEPHYRUS PARTNERS LIMITED
 
 
COMPANY INFORMATION


Directors
A A Levillain 
C A Louis 
P A Rodocanachi 




Company secretary
Tyrolese (Secretarial) Limited



Registered number
06316253



Registered office
Leytonstone House
Hanbury Drive

Leytonstone

London

E11 1GA




Independent auditor
Barnes Roffe LLP
Chartered Accountants  
Statutory Auditor

Leytonstone House

Leytonstone

London

E11 1GA





 
ZEPHYRUS PARTNERS LIMITED
 

CONTENTS



Page
Group strategic report
 
1 - 2
Directors' report
 
3 - 4
Independent auditor's report
 
5 - 8
Consolidated statement of comprehensive income
 
9
Consolidated balance sheet
 
10
Company balance sheet
 
11 - 12
Consolidated statement of changes in equity
 
13
Company statement of changes in equity
 
14
Consolidated statement of cash flows
 
15
Consolidated analysis of net debt
 
16
Notes to the financial statements
 
17 - 36


 
ZEPHYRUS PARTNERS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The principal activity of Zephyrus Partners Limited is to advise corporate clients on the management of their UK Pension schemes.
The principal activity of Knowa Limited is to develop software, and the sale of licences in connection therewith.

Business review
 
The directors are satisfied with the results for the year and are confident of continued growth for the future.

Principal risks and uncertainties
 
The principal financial instruments of the Group comprise cash, debtors and creditors.
The Group operates systems and controls to mitigate any adverse effects from the range of risks it faces:
Credit risk
The Group's maximum exposure to credit risk in relation to financial assets is represented by trade and other debtors.
Liquidity risk 
The Group’s policy on liquidity risk is to ensure sufficient cash is available to fund ongoing operations. This is managed through careful cashflow planning and control. Currently the Company has no borrowings and does not foresee the need for future borrowings, as it is entirely cash self sufficient.
Foreign currency risk
The Group’s principal foreign currency risk exposures arise from its customers.

Financial key performance indicators
 
Given the nature of the business, the directors are of the opinion that analysis using key performance indicators is not necessary for an understanding of the development, performance or position of the business.

Directors' statement of compliance with duty to promote the success of the Group
 
As the Directors of Zephyrus Partners Limited, we have a legal responsibility under section 172 of the Companies Act 2006 to act in the way we consider, honourable, would be most likely to advocate the company’s achievements for the interest of its members as a whole, and to have regard to the long-term effect our decisions on the company and its stakeholders. This statement addresses the ways in which we as a Board outwork this responsibility.
As ever, we are always conscious of the importance of our staff as it is with them, their skills and passion that we are able to deliver an excellent service to our clients. We are fortunate to have an extremely strong team and maintaining this level of competence, loyalty and commitment is an aspect that requires constant attention. We want to support all of our staff to fulfil their own potential and ambitions. We continue to strive to create a professional environment and a business that the staff are proud of and want to be a part of. We have every confidence that we have the right, dynamic team in place.
We make strategic decisions based on long-term objectives by investing in new systems, processes, and upskilling our people at the expense of short-term gains. 

Page 1

 
ZEPHYRUS PARTNERS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


This report was approved by the board on 23 April 2024 and signed on its behalf.





A A Levillain
Director

Page 2

 
ZEPHYRUS PARTNERS 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.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £1,856,240 (2022 - £3,127,093).

During the year, the directors declared dividends of £1,625,420 (2022 - £866,642). 

Directors

The directors who served during the year were:

A A Levillain 
C A Louis 
P A Rodocanachi 

Future developments

The Group continues to provide services under its principal activities and seeks to continue to build upon its current client base which should result in continued revenue growth.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.

Page 3

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditor

The auditor, Barnes Roffe LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 23 April 2024 and signed on its behalf.
 





A A Levillain
Director

Page 4

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZEPHYRUS PARTNERS LIMITED
 

Opinion


We have audited the financial statements of Zephyrus Partners Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Group Statement of comprehensive income, the Group and Company Balance sheets, the Group Statement of cash flows, the Group and Company Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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.


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 Group's or the parent 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.


Page 5

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZEPHYRUS PARTNERS LIMITED (CONTINUED)


Other information


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 statementsour 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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.


Page 6

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZEPHYRUS PARTNERS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, 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 Group's and the parent 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 Group or the parent 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 Group 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
 
The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the relevant sector;
We focused on specific laws and regulations, which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, FCA regulations and ISO standards;
We assessed the extent of compliance with laws and regulations identified above through making enquires of management and inspecting legal correspondence and identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
 
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
 
Making enquires of management as to where they considered there was susceptibility to fraud, their knowledge of actual suspected and alleged fraud; and 
Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
 
Page 7

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZEPHYRUS PARTNERS LIMITED (CONTINUED)


To address the risk of fraud through management bias and override of controls, we:
 
Performed analytical procedures to identify and unusual or unexpected relationships;
Tested journal entries to identify unusual transactions;
Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and 
Investigated the rationale behind significant or unusual transactions.
 
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial statements, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect that those that arise from errors as they may involve deliberate concealment or collusion.


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 Auditor's report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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.





Adam Dodds (Senior statutory auditor)
for and on behalf of
Barnes Roffe LLP
Chartered Accountants  
Statutory Auditor
Leytonstone House
Leytonstone
London
E11 1GA

23 April 2024
Page 8

 
ZEPHYRUS PARTNERS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
4,800,446
6,431,948

Gross profit
  
4,800,446
6,431,948

Administrative expenses
  
(2,862,739)
(2,481,245)

Operating profit
 5 
1,937,707
3,950,703

Interest receivable and similar income
 10 
37,379
-

Interest payable and similar expenses
 11 
(15,196)
-

Profit before tax
  
1,959,890
3,950,703

Tax on profit
 12 
(108,796)
(868,253)

Profit for the financial year
  
1,851,094
3,082,450

Profit for the year attributable to:
  

Non-controlling interest
  
(5,146)
(44,643)

Owners of the parent company
  
1,856,240
3,127,093

  
1,851,094
3,082,450

There were no recognised gains and losses for 2023 or 2022 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 17 to 36 form part of these financial statements.

Page 9

 
ZEPHYRUS PARTNERS LIMITED
REGISTERED NUMBER: 06316253

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 14 
642,813
413,700

Tangible assets
 15 
35,750
51,740

  
678,563
465,440

Current assets
  

Debtors: amounts falling due within one year
 17 
3,199,831
1,498,220

Cash at bank and in hand
 18 
1,850,289
3,503,289

  
5,050,120
5,001,509

Creditors: amounts falling due within one year
 19 
(1,330,007)
(1,331,782)

Net current assets
  
 
 
3,720,113
 
 
3,669,727

Total assets less current liabilities
  
4,398,676
4,135,167

Provisions for liabilities
  

Deferred taxation
 20 
(108,395)
(70,560)

Net assets
  
4,290,281
4,064,607


Capital and reserves
  

Called up share capital 
 21 
92,857
92,857

Profit and loss account
 22 
4,347,967
4,117,147

Equity attributable to owners of the parent Company
  
4,440,824
4,210,004

Non-controlling interests
  
(150,543)
(145,397)

  
4,290,281
4,064,607


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 April 2024.




A A Levillain
Director

The notes on pages 17 to 36 form part of these financial statements.

Page 10

 
ZEPHYRUS PARTNERS LIMITED
REGISTERED NUMBER: 06316253

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 15 
31,981
51,001

Investments
 16 
90
90

  
32,071
51,091

Current assets
  

Debtors: amounts falling due within one year
 17 
2,945,132
1,715,149

Cash at bank and in hand
 18 
1,794,464
3,425,539

  
4,739,596
5,140,688

Creditors: amounts falling due within one year
 19 
(874,710)
(1,123,933)

Net current assets
  
 
 
3,864,886
 
 
4,016,755

Total assets less current liabilities
  
3,896,957
4,067,846

  

Provisions for liabilities
  

Deferred taxation
 20 
(3,149)
(3,149)

Net assets
  
3,893,808
4,064,697


Capital and reserves
  

Called up share capital 
 21 
92,857
92,857

Profit and loss account
 22 
3,800,951
3,971,840

  
3,893,808
4,064,697


Page 11

 
ZEPHYRUS PARTNERS LIMITED
REGISTERED NUMBER: 06316253
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The Company's profit for the year is £1,454,531 (
2022 - £3,082,450).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 April 2024.


A A Levillain
Director

The notes on pages 17 to 36 form part of these financial statements.

Page 12

 
ZEPHYRUS PARTNERS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity

£
£
£
£
£


At 1 January 2022
92,857
1,856,696
1,949,553
(100,754)
1,848,799



Profit for the year
-
3,127,093
3,127,093
(44,643)
3,082,450

Dividends: Equity capital
-
(866,642)
(866,642)
-
(866,642)



At 1 January 2023
92,857
4,117,147
4,210,004
(145,397)
4,064,607



Profit for the year
-
1,856,240
1,856,240
(5,146)
1,851,094

Dividends: Equity capital
-
(1,625,420)
(1,625,420)
-
(1,625,420)


At 31 December 2023
92,857
4,347,967
4,440,824
(150,543)
4,290,281


The notes on pages 17 to 36 form part of these financial statements.

Page 13

 
ZEPHYRUS PARTNERS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
92,857
1,756,032
1,848,889



Profit for the year
-
3,082,450
3,082,450

Dividends: Equity capital
-
(866,642)
(866,642)



At 1 January 2023
92,857
3,971,840
4,064,697



Profit for the year
-
1,454,531
1,454,531

Dividends: Equity capital
-
(1,625,420)
(1,625,420)


At 31 December 2023
92,857
3,800,951
3,893,808


The notes on pages 17 to 36 form part of these financial statements.

Page 14

 
ZEPHYRUS PARTNERS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
1,851,094
3,082,450

Adjustments for:

Amortisation of intangible assets
180,384
124,750

Depreciation of tangible assets
22,116
26,444

Interest paid
15,196
-

Interest received
(37,379)
-

Taxation charge
108,796
868,253

(Increase)/decrease in debtors
(55,411)
441,427

(Increase)/decrease in amounts owed by groups
(1,533,373)
348

Increase/(decrease) in creditors
652,629
(460,847)

Corporation tax (paid)
(838,192)
(395,000)

Net cash generated from operating activities

365,860
3,687,825


Cash flows from investing activities

Purchase of intangible fixed assets
(409,497)
(253,901)

Purchase of tangible fixed assets
(6,126)
(42,347)

Sale of tangible fixed assets
-
2,535

Interest received
37,379
-

Net cash from investing activities

(378,244)
(293,713)

Cash flows from financing activities

Dividends paid
(1,625,420)
(866,642)

Interest paid
(15,196)
-

Net cash used in financing activities
(1,640,616)
(866,642)

Net (decrease)/increase in cash and cash equivalents
(1,653,000)
2,527,470

Cash and cash equivalents at beginning of year
3,503,289
975,819

Cash and cash equivalents at the end of year
1,850,289
3,503,289


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,850,289
3,503,289


The notes on pages 17 to 36 form part of these financial statements.

Page 15

 
ZEPHYRUS PARTNERS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023





At 1 January 2023
Cash flows
Other non-cash changes
At 31 December 2023
£

£

£

£

Cash at bank and in hand

3,503,289

(1,653,000)

-

1,850,289

Debt due within 1 year

(4,950)

13,008

(9,121)

(1,063)


3,498,339
(1,639,992)
(9,121)
1,849,226

The notes on pages 17 to 36 form part of these financial statements.

Page 16

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Zephyrus Partners Limited ("the Company") is a Company limited by shares, incorporated in England and Wales. Its registered office is Leytonstone House, Hanbury Drive, Leytonstone, London, E11 1GA.
The principal activity of Zephyrus Partners Limited is to advise corporate clients on the management of their UK Pension schemes.
The principal activity of Knowa Limited is to develop software, and the sale of licences in connection therewith.

2.Accounting policies

  
2.1

Basis of preparation of financial statements

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of income and retained earnings in these financial statements.

The following principal accounting policies have been applied:
 
 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 17

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.3

Revenue

The Group provides advice to corporate clients on the management of their UK pension schemes as detailed in the Group's principal activity.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received, excluding discounts, rebates, value added tax and other sales taxes.
The following criteria must also be met before revenue is recognised:
On-going service fees
The Group provides on-going services to corporate clients in relation to their UK pension schemes. The Group will recognise revenue based on a pre-agreed fee set out in the contract entered into between the Company and the client and will recognise this revenue on a monthly basis. 
Discretionary service fees
Revenue from discretionary service fees is recognised in the period in which the services are completed in accordance with the stage of completion of the contract and the performance of the Group in meeting its obligations. Revenue is recognised when the following conditions are satisfied:
• The amount of revenue can be measured reliably;
• It is highly likely that the Group will receive the consideration due under the contract.
Ad-hoc fees
The Group provides additional consultancy services to corporate clients in relation to their UK pension schemes which is outside the scope of the on-going services detailed above. The Group recognises revenue in accordance with the time incurred on providing these ad-hoc services in the reporting period in which the services are rendered. The Group will bill all time spent at a pre-agreed rate set out in the contract between the Group and the client in the same month that the service is rendered.

 
2.4

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.5

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 18

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.5
Tangible fixed assets (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 annual bases:

Leasehold improvements
-
Straight line over the remainder of the lease, or the assets useful economic life if less
Motor vehicles
-
33%
Straight line
Office equipment, fixtures & fittings
-
25%
Straight line
Computer equipment
-
33%
Straight line

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.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.7

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.8

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.9

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 19

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.10

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Balance sheet when the Group 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 Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies 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.

Page 20

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Foreign currency translation

Functional and presentation currency

The Group's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.12

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

 
2.13

Operating leases: lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.14

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.15

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 21

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

  
2.18

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
 
  
2.19

Related party transactions

The Group discloses transactions with related parties which are not wholly owned within the same group.

Page 22

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.20

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 23

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
a) Critical judgements in applying the entity’s accounting policies 
No significant judgements have had to be made by management in preparing these financial statements.
b) Critical accounting estimates and assumptions 
i) Useful economic lives of tangible fixed assets 
The annual depreciation charge for tangible fixed assets is sensitive to changes in estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on the technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 15 for the carrying amount of the property, plant and equipment, and note 2.5 for useful economic lives for each class of assets.
ii) Useful economic lives of intangible fixed assets
The annual amortisation charge for intangible fixed assets is sensitive to changes in estimated useful economic lives. The useful economic lives is re-assessed annually. They are amended when necessary to reflect current estimates, based on the technological advancement, future investments, and economicutilisation. See note 14 for the carrying amount of the software, and useful economic lives of the assets.

Page 24

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Software Licenses
604,641
200,799

Management of Pension schemes
4,195,805
6,231,149

4,800,446
6,431,948


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
4,800,446
6,431,948


All turnover arose within the United Kingdom.

The whole of the turnover is attributable to the principal activity of advising corporate clients on the management of their UK Pension schemes.


5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
22,116
26,444

Exchange differences
130
1,578

Other operating lease rentals
192,135
127,155

Defined contribution pension costs
9,121
3,964

Amortisation of intangible fixed assets
180,384
124,750

Page 25

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor and its associates:


2023
2022
£
£

Fees payable to the Company's auditor and its associates for the audit of the consolidated and parent Company's financial statements
13,400
13,400

Fees payable to the Company's auditor and its associates in respect of:

All non-audit services not included above
44,362
43,647


7.


Research and development expenditure

Research and development expenditure charged as an expense during the year is made up as follows:


2023
2022
£
£

Staff costs


Wages and salaries
232,197
308,561

Social security costs
26,562
2,547

Other pensions costs
3,781
379


262,540
311,487

Page 26

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
1,559,557
1,484,300
1,189,078
1,171,992

Social security costs
205,443
152,912
162,222
150,365

Cost of defined contribution scheme
9,121
1,322
3,529
843

1,774,121
1,638,534
1,354,829
1,323,200


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Administration
13
12
10
11


9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
232,138
232,980


The highest paid director received remuneration of £115,715 (2022 - £117,998).


10.


Interest receivable and similar income

2023
2022
£
£


Other interest receivable
37,379
-


11.


Interest payable and similar expenses

2023
2022
£
£


Other loan interest payable
15,196
-

Page 27

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
70,961
835,984


70,961
835,984


Total current tax
70,961
835,984

Deferred tax


Origination and reversal of timing differences
37,835
32,269

Total deferred tax
37,835
32,269


Taxation on profit on ordinary activities
108,796
868,253

Factors affecting tax charge for the year

The tax assessed for the year is the same as (2022 - higher than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
1,959,890
3,950,703


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
489,973
750,634

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
6,691
34,426

Capital allowances for year in excess of depreciation
4,407
3,333

Short-term timing difference leading to an increase (decrease) in taxation
(5,443)
32,269

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
(127,609)
(134,670)

Unrelieved tax losses carried forward
-
182,261

Utilised tax losses
(259,223)
-

Total tax charge for the year
108,796
868,253

Page 28

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
12.Taxation (continued)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


13.


Dividends

2023
2022
£
£


Dividends payable on equity capital
1,625,420
866,642

Post year end dividends of £1,499,828 have been declared.


14.


Intangible assets

Group





Software

£



Cost


At 1 January 2023
754,068


Additions
409,497



At 31 December 2023

1,163,565



Amortisation


At 1 January 2023
340,368


Charge for the year on owned assets
180,384



At 31 December 2023

520,752



Net book value



At 31 December 2023
642,813



At 31 December 2022
413,700



All of the Group's intangible fixed assets are held in the Subsidiary company.

Page 29

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Tangible fixed assets

Group






Improvements to leasehold property
Motor vehicles
Office Equipment, fixtures and fittings
Computer equipment
Total

£
£
£
£
£



Cost or valuation


At 1 January 2023
126,047
71,730
83,513
89,645
370,935


Additions
-
-
-
6,126
6,126



At 31 December 2023

126,047
71,730
83,513
95,771
377,061



Depreciation


At 1 January 2023
89,911
71,730
75,530
82,024
319,195


Charge for the year on owned assets
10,661
-
6,232
5,223
22,116



At 31 December 2023

100,572
71,730
81,762
87,247
341,311



Net book value



At 31 December 2023
25,475
-
1,751
8,524
35,750



At 31 December 2022
36,136
-
7,983
7,621
51,740

Page 30

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Company






Improvements to leasehold property
Motor vehicles
Office Equipment, fixtures and fittings
Computer equipment
Total

£
£
£
£
£

Cost or valuation


At 1 January 2023
126,047
71,730
83,513
88,812
370,102


Additions
-
-
-
2,081
2,081



At 31 December 2023

126,047
71,730
83,513
90,893
372,183



Depreciation


At 1 January 2023
89,911
71,730
75,530
81,930
319,101


Charge for the year on owned assets
10,661
-
6,232
4,208
21,101



At 31 December 2023

100,572
71,730
81,762
86,138
340,202



Net book value



At 31 December 2023
25,475
-
1,751
4,755
31,981



At 31 December 2022
36,136
-
7,983
6,882
51,001






Page 31

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
90



At 31 December 2023
90





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Knowa Limited
Leytonstone House, 3 Hanbury Drive, Leytonstone, E11 1GA
Ordinary A
90%

Page 32

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
1,029,012
1,039,146
843,277
1,008,208

Amounts owed by group undertakings
1,533,373
-
1,533,373
271,449

Other debtors
267,152
97,890
247,135
97,890

Prepayments and accrued income
370,294
361,184
321,347
337,602

3,199,831
1,498,220
2,945,132
1,715,149



18.


Cash

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
1,850,289
3,503,289
1,794,464
3,425,539



19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Trade creditors
80,498
93,254
25,984
64,353

Corporation tax
-
593,284
-
593,284

Other taxation and social security
140,775
49,747
97,021
34,882

Other creditors
23,624
21,864
23,255
21,964

Accruals and deferred income
1,085,110
573,633
728,450
409,450

1,330,007
1,331,782
874,710
1,123,933


Page 33

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Deferred taxation


Group



2023


£






At beginning of year
(70,560)


Charged to profit or loss
(37,835)



At end of year
(108,395)

Company


2023


£






At beginning of year
(3,149)



At end of year
(3,149)

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Accelerated capital allowances
38,291
38,291
3,149
3,149

Accelerated allowances on amortisation due to R&D
70,104
32,269
-
-

108,395
70,560
3,149
3,149

Page 34

 
ZEPHYRUS PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



92,857 (2022 - 92,857) Ordinary shares of £1.00 each
92,857
92,857





22.


Reserves

Profit and loss account

The profit and loss account represents cumulative distributable profits and losses net of dividends and other adjustments.


23.


Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £7,780 (2022 - £1,322). There was an amount of £1,063 (2022 - £4,950) outstanding at the balance sheet date.


24.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Not later than 1 year
152,626
153,760
-
153,760

Later than 1 year and not later than 5 years
388,386
541,011
-
541,011

541,012
694,771
-
694,771

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ZEPHYRUS PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

25.


Related party transactions

Key management personnel 
During the year the Group engaged in transactions with directors as follows:
The Group made advances of £74,631
 (2022 - £169,319) to the directors and the directors repaid £42,302 (2022 - £132,548). At the year end, £68,380 (2022 - £36,771) was repayable to the Group from the directors.
During the year the directors had an interest in dividends of £1,300,008 
(2022 - £866,642).
The group and company have taken advantage of the exemption, under FRS 102 paragraph 1.12 and paragraph 33.1A, from disclosing transactions with key management and from disclosing other related party transactions as they are with other companies that are wholly owned within the Group.


26.


Controlling party

Mr A A Levillain is deemed to be the ultimate controlling party.
The consolidated financial statements of the ultimate parent company Algal UK Limited as at 31 December 2023 may be obtained from Companies House.

 
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