REGISTERED NUMBER: |
REPORT OF THE DIRECTORS AND |
AUDITED FINANCIAL STATEMENTS |
FOR THE PERIOD |
1 JULY 2022 TO 31 DECEMBER 2023 |
FOR |
SYNTHESIS MED CHEM (UK) LIMITED |
REGISTERED NUMBER: |
REPORT OF THE DIRECTORS AND |
AUDITED FINANCIAL STATEMENTS |
FOR THE PERIOD |
1 JULY 2022 TO 31 DECEMBER 2023 |
FOR |
SYNTHESIS MED CHEM (UK) LIMITED |
SYNTHESIS MED CHEM (UK) LIMITED (REGISTERED NUMBER: 07624460) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE PERIOD 1 JULY 2022 TO 31 DECEMBER 2023 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Report of the Independent Auditors | 3 |
Statement of Comprehensive Income | 6 |
Balance Sheet | 7 |
Statement of Changes in Equity | 8 |
Notes to the Financial Statements | 9 |
SYNTHESIS MED CHEM (UK) LIMITED |
COMPANY INFORMATION |
FOR THE PERIOD 1 JULY 2022 TO 31 DECEMBER 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: |
INDEPENDENT AUDITORS: |
Chartered Accountants |
Statutory Auditor |
414 Linen Hall |
162-168 Regent Street |
London |
W1B 5TE |
SYNTHESIS MED CHEM (UK) LIMITED (REGISTERED NUMBER: 07624460) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 1 JULY 2022 TO 31 DECEMBER 2023 |
The directors present their report with the financial statements of the company for the period 1 July 2022 to 31 December 2023. |
DIRECTORS |
Other changes in directors holding office are as follows: |
PERIOD END |
The company changed it's year end to 31 December 2023. This period of account is from 1 July 2022 to 31 December 2023 |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, Kingly Jones LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SYNTHESIS MED CHEM (UK) LIMITED |
Opinion |
We have audited the financial statements of Synthesis Med Chem (UK) Limited (the 'company') for the period ended 31 December 2023 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the period then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is 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 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 the audit: |
- | the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit; or |
- | the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SYNTHESIS MED CHEM (UK) LIMITED |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Based on our understanding of the Company, we identified the principal risks of non-compliance with laws and regulations and considered the extent to which non-compliance might have a material effect on the financial statements. We determined that the most significant which are directly relevant to specific assertions in the financial statements are these related to the financial reporting framework including but not limited to United Kingdom Generally Accepted Accounting Practise, Data Protection Act 2018, Bribery Act 2010 and tax legislation. |
We understood how the Company is complying with these legal and regulatory frameworks by |
- Making enquiries of management |
- Carrying out review of Board minutes |
In addressing the risk of fraud including the management override of controls and improper income recognition we tested the following: |
- Appropriateness of journal entries and other adjustment |
- Reviewed application of assessing whatever the judgements made in accounting estimates are indicative of a potential bias |
- Application of cut-off and revenue recognition evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business |
- Opening balances from the prior year financial statements |
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. |
There are inherent limitations in the audit procedures above, we are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to transactions effected in the financial statement or us not detecting a material misstatement due to fraud, as fraud may involve deliberate concealment by misrepresentation or through collusion. |
As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also: |
- | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
- | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. |
- | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. |
- | Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Report of the Auditors to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Report of the Auditors. However, future events or conditions may cause the company to cease to continue as a going concern. |
- | Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. |
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SYNTHESIS MED CHEM (UK) LIMITED |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Accountants |
Statutory Auditor |
414 Linen Hall |
162-168 Regent Street |
London |
W1B 5TE |
SYNTHESIS MED CHEM (UK) LIMITED (REGISTERED NUMBER: 07624460) |
STATEMENT OF COMPREHENSIVE |
INCOME |
FOR THE PERIOD 1 JULY 2022 TO 31 DECEMBER 2023 |
PERIOD |
1/7/22 |
TO | YEAR ENDED |
31/12/23 | 30/6/22 |
Notes | £ | £ |
TURNOVER |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
OPERATING PROFIT/(LOSS) and |
PROFIT/(LOSS) BEFORE TAXATION | ( |
) |
Tax on profit/(loss) | 5 | ( |
) |
PROFIT/(LOSS) FOR THE FINANCIAL PERIOD | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
( |
) |
SYNTHESIS MED CHEM (UK) LIMITED (REGISTERED NUMBER: 07624460) |
BALANCE SHEET |
31 DECEMBER 2023 |
2023 | 2022 |
Notes | £ | £ |
CURRENT ASSETS |
Debtors | 7 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 8 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 9 |
Retained earnings | 10 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
SYNTHESIS MED CHEM (UK) LIMITED (REGISTERED NUMBER: 07624460) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 1 JULY 2022 TO 31 DECEMBER 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 July 2021 |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 30 June 2022 |
Changes in equity |
Total comprehensive income | - |
Balance at 31 December 2023 |
SYNTHESIS MED CHEM (UK) LIMITED (REGISTERED NUMBER: 07624460) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE PERIOD 1 JULY 2022 TO 31 DECEMBER 2023 |
1. | STATUTORY INFORMATION |
Synthesis Med Chem (UK) Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Going concern |
The directors have prepared the accounts on a going concern basis having received an undertaking from the Holding Company that they will continue to support the working capital needs of the company as they fall due |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Tangible fixed assets |
Plant and machinery | - |
Computer equipment | - |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Pension costs and other post-retirement benefits |
The company makes contributions to employees personal pension plan's. The contributions are charged to the profit and loss account in the period to which they relate. |
SYNTHESIS MED CHEM (UK) LIMITED (REGISTERED NUMBER: 07624460) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2022 TO 31 DECEMBER 2023 |
3. | EMPLOYEES AND DIRECTORS |
PERIOD |
1/7/22 |
TO | YEAR ENDED |
31/12/23 | 30/6/22 |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the period was as follows: |
PERIOD |
1/7/22 |
TO | YEAR ENDED |
31/12/23 | 30/6/22 |
Directors | 3 | 1 |
Other | 1 | - |
PERIOD |
1/7/22 |
TO | YEAR ENDED |
31/12/23 | 30/6/22 |
£ | £ |
Directors' remuneration |
Directors' pension contributions to money purchase schemes |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes |
4. | OPERATING PROFIT/(LOSS) |
The operating profit (2022 - operating loss) is stated after charging/(crediting): |
PERIOD |
1/7/22 |
TO | YEAR ENDED |
31/12/23 | 30/6/22 |
£ | £ |
Foreign exchange differences | ( |
) |
Unrealised foreign exchange gains during the period |
SYNTHESIS MED CHEM (UK) LIMITED (REGISTERED NUMBER: 07624460) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2022 TO 31 DECEMBER 2023 |
5. | TAXATION |
Analysis of the tax charge/(credit) |
The tax charge/(credit) on the profit for the period was as follows: |
PERIOD |
1/7/22 |
TO | YEAR ENDED |
31/12/23 | 30/6/22 |
£ | £ |
Current tax: |
UK corporation tax | ( |
) |
Deferred tax |
Tax on profit/(loss) | ( |
) |
6. | TANGIBLE FIXED ASSETS |
Fixtures |
Plant and | and | Computer |
machinery | fittings | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 July 2022 |
and 31 December 2023 |
DEPRECIATION |
At 1 July 2022 |
and 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 30 June 2022 |
7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Trade debtors |
Amounts owed by group undertakings |
Other debtors | ( |
) |
Tax |
Prepayments and accrued income |
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Trade creditors |
Amounts owed to group undertakings |
Corporation tax |
Social security and other taxes |
VAT | 63,897 | 13,246 |
Accruals and deferred income |
SYNTHESIS MED CHEM (UK) LIMITED (REGISTERED NUMBER: 07624460) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2022 TO 31 DECEMBER 2023 |
9. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | 1 | 100 | 100 |
10. | RESERVES |
Retained |
earnings |
£ |
At 1 July 2022 |
Profit for the period |
At 31 December 2023 |
11. | ULTIMATE PARENT COMPANY |
Viva Biotech Holdings (incorporated in Cayman Islands ) is regarded by the directors as being the company's ultimate parent company. |
The immediate holding company is Synthesis Med Chem (Hong Kong) Limited incorporated in Hong Kong. |
12. | ULTIMATE CONTROLLING PARTY |
During the year end there has been a change of ownership of the company, and the intermediate holding company is SYNthesis Med Chem ( Hong Kong) Limited, a company registered in Hong Kong. The ultimate holding company is Viva Biotech Holdings Limited, a company incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange. There is no ultimate controlling party. |