Company registration number 02948047 (England and Wales)
SYZYGY UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
SYZYGY UK LIMITED
COMPANY INFORMATION
Directors
Mr E Greiner
Mr M P Brown
Secretary
Mr E Greiner
Company number
02948047
Registered office
Eighth Floor
Wingate House
93-107 Shaftesbury Avenue
London
W1D 5DY
Auditor
KPSR LLP
58 High Street
Pinner
Middlesex
HA5 5PZ
SYZYGY UK LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Statement of financial position
8
Statement of changes in equity
9
Statement of cash flows
10
Notes to the financial statements
11 - 21
SYZYGY UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

Fair review of the business

The trade of Syzygy UK ceased in 2022 which was part of our planned strategy to move all trading income into Unique Digital Marketing Limited. All headcount and delivery resource has been moved to Unique Digital Marketing and therefore Syzygy UK only maintains the office lease contract going forward.

 

The financial stability of Syzygy UK is secured by Unique Digital Marketing Limited and Syzygy AG. The results and financial position at the year end were considered to be satisfactory by the directors.

Principal risks and uncertainties

The main financial risks arising from the company's activities are operating and liquidity risk. These are stringently monitored by the board of directors and were not considered to be significant at the end of the reporting period.

 

The company manages these risks by exercising tight control on costs and ensuring that debtors are effectively monitored and cash is routinely collected in line with contractual obligations under sub leases.

Other performance indicators

The company uses a number of non-financial performance indicators to monitor and drive the business including measures within the areas of technological advancement. Examples are online impressions and user engagement.

On behalf of the board

Mr E Greiner
Director
1 July 2024
SYZYGY UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company is the subletting of office space.

Results and dividends

The results for the year are set out on page 7.

No ordinary dividends were paid (2022: £Nil). The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr E Greiner
Mr M P Brown
Financial instruments

The company manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business.

Post reporting date events
There are no matters that give rise to a post balance sheet event.
Future developments

At the date of signing the financial statements, the office space has been fully sublet to third parties which will enable the company to meet its obligations under the lease.

Auditor

KPSR LLP were appointed auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Mr E Greiner
Director
1 July 2024
SYZYGY UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

The directors are responsible for preparing the Annual Report in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume

that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

SYZYGY UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SYZYGY UK LIMITED
- 4 -
Opinion

We have audited the financial statements of Syzygy UK Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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:

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 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.

 

Our evaluation of the directors' assessment of the entity's ability to continue to adopt the going concern basis of accounting included obtaining letters of support and considering the level of future earnings against future commitments of the entity.

 

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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

SYZYGY UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SYZYGY UK LIMITED
- 5 -

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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.

SYZYGY UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SYZYGY UK LIMITED
- 6 -

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

 

The following laws and regulations were identified as being of significance to the entity:

 

 

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries 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; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of journal entries; and the performance of analytical review to identify 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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Mr Rishil Patel
Senior Statutory Auditor
For and on behalf of KPSR LLP
1 July 2024
Chartered Accountants
Statutory Auditor
58 High Street
Pinner
Middlesex
HA5 5PZ
SYZYGY UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
2023
2022
Notes
£
£
Revenue
3
841,720
658,513
Cost of sales
-
0
(472,235)
Gross profit
841,720
186,278
Administrative expenses
(841,597)
(222,255)
Other operating (expenses)/income
(123)
4,098
Operating profit/(loss)
4
-
(31,879)
Investment income
6
8,377
230
Finance costs
7
(8,377)
(8,377)
Loss before taxation
-
0
(40,026)
Tax on loss
8
(102,795)
23,836
Loss for the financial year
(102,795)
(16,190)

The income statement has been prepared on the basis that all operations are continuing operations.

SYZYGY UK LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 8 -
2023
2022
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
9
96,019
717,632
Current assets
Trade and other receivables falling due after more than one year
10
400,444
78,115
Trade and other receivables falling due within one year
10
516,590
649,652
Cash and cash equivalents
714,517
319,924
1,631,551
1,047,691
Current liabilities
11
(377,640)
(1,049,620)
Net current assets/(liabilities)
1,253,911
(1,929)
Total assets less current liabilities
1,349,930
715,703
Non-current liabilities
12
(1,242,581)
(505,560)
Net assets
107,349
210,143
Equity
Called up share capital
14
1,000
1,000
Retained earnings
106,349
209,143
Total equity
107,349
210,143
The financial statements were approved by the board of directors and authorised for issue on 1 July 2024 and are signed on its behalf by:
Mr E Greiner
Director
Company Registration No. 02948047
SYZYGY UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
Share capital
Retained earnings
Total
£
£
£
Balance at 1 January 2022
1,000
225,333
226,333
Year ended 31 December 2022:
Loss and total comprehensive income
-
(16,190)
(16,190)
Balance at 31 December 2022
1,000
209,143
210,143
Year ended 31 December 2023:
Loss and total comprehensive income
-
(102,795)
(102,795)
Balance at 31 December 2023
1,000
106,349
107,349
SYZYGY UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
18
483,342
(241,029)
Interest paid
(8,377)
(8,377)
Net cash inflow/(outflow) from operating activities
474,965
(249,406)
Investing activities
Proceeds on disposal of intangibles
-
0
156,086
Purchase of property, plant and equipment
(88,749)
-
0
Interest received
8,377
230
Net cash (used in)/generated from investing activities
(80,372)
156,316
Net increase/(decrease) in cash and cash equivalents
394,593
(93,090)
Cash and cash equivalents at beginning of year
319,924
413,014
Cash and cash equivalents at end of year
714,517
319,924
SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
1
Accounting policies
Company information

Syzygy UK Limited ("the company") is a limited company domiciled and incorporated in England and Wales. The registered office is Eighth Floor, Wingate House, 93-107 Shaftesbury Avenue, London, W1D 5DY.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 and FRC Abstracts.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements are prepared on a going concern basis, under the historical cost convention.

 

The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 2.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The group will also continue to support the subsidiary. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

Revenue is measured at the fair value of the consideration received or receivable for rent and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

 

Interest Income

Interest income is recognised using the effective interest method.

1.4
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Land and buildings short leasehold
Straight line over the life of the lease, over 10 years
Fixtures and fittings
20% on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to the income statement.

1.5
Impairment of non-current assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the income statement, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -

Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

 

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

Impairment of financial assets

Financial assets, other than those held at fair value through the income statement, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the income statement.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at market rate of interest.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective rate method.

 

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
Other financial liabilities

Derivatives, including interest swaps and foreign exchange contracts, are not financial instruments. Derivatives are initially recognised at fair value on the date a derivative is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.9
Derivatives

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

 

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to the income statement on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.

1.13
Foreign exchange

Transactions in currencies other than pound sterling are recorded at the rates of exchange prevailing at dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the income statement for the period.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. These estimates typically relate to work in progress (revenue recognition) and cost accruals. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

3
Revenue

An analysis of the company's revenue is as follows:

2023
2022
£
£
Revenue analysed by class of business
Digital marketing revenue
-
467,759
Sublet income
841,720
190,754
841,720
658,513
SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Revenue
(Continued)
- 16 -
2023
2022
£
£
Revenue analysed by geographical market
United Kingdom
841,720
190,754
Rest of the World
-
467,759
841,720
658,513
2023
2022
£
£
Other revenue
Interest income
8,377
230
4
Operating profit/(loss)
2023
2022
Operating profit/(loss) for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
123
(4,098)
Fees payable to the company's auditor for the audit of the company's financial statements
16,000
16,500
Depreciation of owned property, plant and equipment
710,362
200,766
Profit on disposal of intangible assets
-
(156,086)
Operating lease charges
1,108,937
1,007,033
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Administration
2
2
6
Investment income
2023
2022
£
£
Interest income
Interest on bank deposits
8,377
230
2023
2022
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
8,377
230
SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
7
Finance costs
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
8,377
8,377
8
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
24,680
-
0
Deferred tax
Origination and reversal of timing differences
78,115
(23,836)
Total tax charge/(credit)
102,795
(23,836)

The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Profit/(loss) before taxation
-
0
(40,026)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
-
0
(7,605)
Tax effect of expenses that are not deductible in determining taxable profit
-
0
38,145
Permanent capital allowances in excess of depreciation
-
0
(13,821)
Other permanent differences
24,680
-
0
Deferred taxation
78,115
(23,836)
Utilisation of tax losses
-
0
(16,719)
Taxation charge/(credit) for the year
102,795
(23,836)
SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
9
Property, plant and equipment
Land and buildings short leasehold
Fixtures and fittings
Total
£
£
£
Cost
At 1 January 2023
1,555,488
167,862
1,723,350
Additions
88,749
-
0
88,749
Disposals
(1,414,224)
(167,862)
(1,582,086)
At 31 December 2023
230,013
-
0
230,013
Depreciation and impairment
At 1 January 2023
837,856
167,862
1,005,718
Depreciation charged in the year
710,362
-
0
710,362
Eliminated in respect of disposals
(1,414,224)
(167,862)
(1,582,086)
At 31 December 2023
133,994
-
0
133,994
Carrying amount
At 31 December 2023
96,019
-
0
96,019
At 31 December 2022
717,632
-
0
717,632
10
Trade and other receivables
2023
2022
Amounts falling due within one year:
£
£
Trade receivables
55,808
28,266
Amounts owed by group undertakings
137,700
116,517
Other receivables
1,094
125,853
Prepayments and accrued income
321,988
379,016
516,590
649,652
2023
2022
Amounts falling due after more than one year:
£
£
Other receivables
400,444
-
0
Deferred tax asset (note 13)
-
0
78,115
400,444
78,115
Total debtors
917,034
727,767
SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
11
Current liabilities
2023
2022
£
£
Trade payables
54,613
59,713
Amounts owed to group undertakings
-
0
4,320
Corporation tax
24,681
-
0
Other taxation and social security
91,608
8,581
Accruals and deferred income
206,738
977,006
377,640
1,049,620
12
Non-current liabilities
2023
2022
£
£
Other payables
1,242,581
505,560
13
Deferred taxation

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Assets
Assets
2023
2022
Balances:
£
£
Decelerated capital allowances
-
78,115
2023
Movements in the year:
£
Asset at 1 January 2023
(78,115)
Charge to profit or loss
78,115
Liability at 31 December 2023
-

The deferred tax asset set out above is expected to reverse in the foreseeable future and relates to decelerated capital allowances that are expected to mature within the same period.

14
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
100,000
100,000
1,000
1,000
SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
15
Operating lease commitments
Lessee

The company entered into a 10 year operating lease for use of its current office space which expires in August 2027. A rent free period was granted from the landlord until July 2019.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2023
2022
£
£
Within one year
1,054,352
1,054,352
Between two and five years
2,723,723
3,778,075
3,778,075
4,832,427
16
Related party transactions
Transactions with related parties

During the year the company entered into transactions with related parties.

The company has taken advantage of disclosure exemptions as all transactions are with wholly owned group companies.

17
Ultimate controlling party

The Company's immediate parent company is Unique Digital Marketing Limited, a company incorporated in England. Unique Digital Marketing is controlled by Syzygy AG, a listed company incorporated in Germany.

 

Copies of the financial statements of the parent company are available from Investor Relations at Syzygy AG, Horexstraße 28, 61352 Bad Homburg vor der Höhe, Germany

 

The ultimate parent is WPP Plc a company fully listed on the London Stock Exchange, copies of this company's financial statements are available from WPP Plc, 22 Grenville Street, St Helier, Jersey JE4 8PX.

SYZYGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
18
Cash generated from/(absorbed by) operations
2023
2022
£
£
Loss for the year after tax
(102,795)
(16,190)
Adjustments for:
Taxation charged/(credited)
102,795
(23,836)
Finance costs
8,377
8,377
Investment income
(8,377)
(230)
Gain on disposal of intangible assets
-
(156,086)
Depreciation and impairment of property, plant and equipment
710,362
200,766
Movements in working capital:
(Increase)/decrease in trade and other receivables
(267,382)
4,542,415
Increase/(decrease) in trade and other payables
40,360
(4,796,245)
Cash generated from/(absorbed by) operations
483,342
(241,029)
19
Analysis of changes in net funds
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
319,924
394,593
714,517
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