Company registration number 07864369 (England and Wales)
Zynstra Limited
Annual report and financial statements
for the year ended 31 December 2023
Zynstra Limited
Company information
Directors
Richard McKenzie
(Appointed 13 October 2023)
Anthony Radesca
(Appointed 7 November 2024)
Company number
07864369
Registered office
Capital House
4th Floor
25 Chapel Street
London
England
NW1 5DS
Auditor
Henderson Loggie LLP
The Vision Building
20 Greenmarket
Dundee
DD1 4QB
Zynstra Limited
Contents
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 23
Zynstra Limited
Strategic Report
for the year ended 31 December 2023
- 1 -

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

Review of the business

The Company provides innovative products and services that enable retailers to deliver superior customer and employee experiences through faster innovation and radically reduces cost to serve in-store. Software Defined Store is purpose built for the edge, optimizes existing store technology and enables digital transformation.

 

Our solutions are based on a foundation of long-established industry knowledge, software development expertise, and global customer support services.

 

The Company’s subscription-based virtualisation solution is one of the critical pillars of NCR Group’s next generation store architecture for the retail and hospitality industries.

 

Results and performance

The results of the Company for the financial year, as set out on page 10, show a loss before taxation of £4,486,389 (2022: loss £5,666,451). The shareholders funds of the Company total negative £6,355,120 (2022: negative £2,884,933).

 

During the year the company further invested in growth and made a loss through operating activities as anticipated and supported by Zynstra Ltd’s parent company, NCR Ltd.

 

Principal risks and uncertainties

The following risks and uncertainties could materially and adversely affect our business, financial condition, results of operations, and cause actual results to differ materially from our expectations and projections.

 

Economic Pressures

Our business may be negatively affected by domestic economic and credit conditions. Our business is sensitive to the strength of domestic economic and credit conditions. The strength of domestic economic and credit conditions depend on a number of factors, including consumer confidence, unemployment levels, and interest rates.

 

A negative economic climate could create financial pressures that impact the ability or willingness of our customers to incur expenditure, thereby affecting their ability to purchase our products or services, or especially with respect to smaller customers, to pay accounts receivable owed to Zynstra Limited.

Zynstra Limited
Strategic Report (continued)
for the year ended 31 December 2023
- 2 -
Principal risks and uncertainties

Competition

If we do not compete effectively within the technology industry, we will not be successful. We operate in the intensely competitive information technology industry. This industry is characterised by rapidly changing technology, evolving industry standards, request new product introductions, price and cost reductions, and increasingly greater commoditisation of products, making differentiation difficult. Our future competitive performance and market position depend on a number of factors, including our ability to:

 

Business Model

If we are unsuccessful in further developing our business model, our operating results could be negatively impacted. In recent years, we have begun to shift our business model to focus on higher margin recurring software (and professional services) services. Our ability to successfully grow depends on a number of different factors, including market acceptance of our software solutions, enabling our sales force to use a consultative selling model, and further research and development of additional feature sets to our existing product line.

Development and performance

We have established a focused and consistent business strategy targeted at turnover growth of the key SDS product line and associated Professional Services, gross margin improvement, improved customer loyalty, and employee engagement. This strategy guided our efforts in 2023 and will continue to guide us in 2024 and beyond. To execute this strategy, we incorporate three key imperatives that align with our financial objectives:

Zynstra Limited
Strategic Report (continued)
for the year ended 31 December 2023
- 3 -
Key performance indicators

Management monitors the business in aggregate with the sales efforts of associated group companies using the following key indicators:

 

2023

2022

 

%

%

New Committed Annual Recurring Revenue (% baseline growth)

2,050

2,265

New Total Contract Value (% baseline growth)

4,515

3,971

Headcount (% change compared with prior period)

3

13

 

New Committed Annual Recurring Revenue (‘CARR’)

New CARR decreased to 2,050% in 2023. The decrease is driven by the strategic reduction of customers in non-core markets with a redeployment of effort on solutions aimed at the North American Convenience Fuel Retail.

 

New Total Contract Value (‘TCV’)

New CARR increased to 4,515% in 2023. The increase is driven by significantly larger and longer term subscription contracts in the North American CFR market.

 

Headcount

Headcount growth increased marginally on the prior year primarily in Engineering as the SDS platform was further developed and marketed to the North American Retail market.

On behalf of the board

Anthony Radesca
Director
6 March 2025
Zynstra Limited
Directors' report
for the year ended 31 December 2023
- 4 -

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

Principal activities

The principal activity of the company continued to be that of software development.

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

David Bolton
(Resigned 13 October 2023)
Tadeusz Świąder
(Resigned 7 November 2024)
Richard McKenzie
(Appointed 13 October 2023)
Anthony Radesca
(Appointed 7 November 2024)
Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. Included within the strategic report is an indication of the principal risks and uncertainties and the methods adopted to manage these risks where applicable. Also included in the strategic report are details of development and performance.

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
Anthony Radesca
Director
6 March 2025
Zynstra Limited
Directors' responsibilities statement
for the year ended 31 December 2023
- 5 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

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

 

 

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.

Zynstra Limited
Independent auditor's report
to the member of Zynstra Limited
- 6 -
Opinion

We have audited the financial statements of Zynstra Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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.

 

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.

Zynstra Limited
Independent auditor's report (continued)
to the member of Zynstra Limited
- 7 -

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, are detailed below.

Zynstra Limited
Independent auditor's report (continued)
to the member of Zynstra Limited
- 8 -

As part of our planning process:

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

 

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.

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.

Zynstra Limited
Independent auditor's report (continued)
to the member of Zynstra Limited
- 9 -

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Gavin Black
Senior Statutory Auditor
For and on behalf of Henderson Loggie LLP
6 March 2025
Chartered Accountants
Statutory Auditor
The Vision Building
20 Greenmarket
Dundee
DD1 4QB
Zynstra Limited
Statement of comprehensive income
for the year ended 31 December 2023
- 10 -
2023
2022
Notes
£
£
Turnover
3
4,683,442
3,959,051
Cost of sales
(1,083,474)
(612,938)
Gross profit
3,599,968
3,346,113
Administrative expenses
(8,795,818)
(9,350,488)
Operating loss
4
(5,195,850)
(6,004,375)
Interest receivable and similar income
7
709,461
355,501
Interest payable and similar expenses
8
-
0
(17,577)
Loss before taxation
(4,486,389)
(5,666,451)
Tax on loss
9
315,871
601
Loss for the financial year
(4,170,518)
(5,665,850)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Zynstra Limited
Balance sheet
as at 31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
10
8,442,296
6,604,825
Tangible assets
11
112,779
182,218
8,555,075
6,787,043
Current assets
Debtors
12
7,548,969
4,033,166
Cash at bank and in hand
498,647
294,942
8,047,616
4,328,108
Creditors: amounts falling due within one year
13
(22,957,811)
(14,000,084)
Net current liabilities
(14,910,195)
(9,671,976)
Net liabilities
(6,355,120)
(2,884,933)
Capital and reserves
Called up share capital
15
13,101
13,101
Share premium account
16
20,436,850
20,436,850
Profit and loss reserves
17
(26,805,071)
(23,334,884)
Total equity
(6,355,120)
(2,884,933)
The financial statements were approved by the board of directors and authorised for issue on 6 March 2025 and are signed on its behalf by:
Anthony Radesca
Director
Company Registration No. 07864369
Zynstra Limited
Statement of changes in equity
for the year ended 31 December 2023
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
13,101
20,436,850
(17,889,445)
2,560,506
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
(5,665,850)
(5,665,850)
Credit to equity for equity settled share-based payments
-
-
220,411
220,411
Balance at 31 December 2022
13,101
20,436,850
(23,334,884)
(2,884,933)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
(4,170,518)
(4,170,518)
Credit to equity for equity settled share-based payments
-
-
700,331
700,331
Balance at 31 December 2023
13,101
20,436,850
(26,805,071)
(6,355,120)
Zynstra Limited
Notes to the financial statements
for the year ended 31 December 2023
- 13 -
1
Accounting policies
Company information

Zynstra Limited is a private company limited by shares incorporated in England and Wales. The registered office is Capital House, 4th Floor, 25 Chapel Street, London, England, NW1 5DS.

1.1
Accounting convention

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

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of NCR Voyix Corporation; a company incorporated in the USA.

1.2
Going concern

The company meets its day to day working capital requirements through trueits available bank funds and funding provided by group. The directors of the company have performed a robust analysis of forecast future cash flows taking into account the potential impact on the business of possible future scenarios arising from the current global economic environment. This analysis also considers the effectiveness of available measures to assist in mitigating the impact. The company has also received confirmation of ongoing financial support from its parent undertaking, NCR Limited. Based on these assessments and having regard to the resources available to the company, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing these financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and rebates.

Revenue from contracts for the provision of services is recognised rateably over the period benefitted or when the services are complete.

Zynstra Limited
Notes to the financial statements (continued)
for the year ended 31 December 2023
1
Accounting policies (continued)
- 14 -
1.4
Intangible fixed assets other than goodwill

Intangible assets are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Development costs are directly attributable to the design and testing of identifiable and unique software platforms controlled by the company and are recognised when the following criteria are met:

 

Other development expenditure that do not meet these criteria together with costs associated with maintaining computer software programmes are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

Amortisation 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:

Software
5 years
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Fixtures and fittings
33.3% straight line
Computers
33.3% straight line

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

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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.

Zynstra Limited
Notes to the financial statements (continued)
for the year ended 31 December 2023
1
Accounting policies (continued)
- 15 -

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 profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (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.

1.7
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.

1.8
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 balance sheet 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 debtors 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.

Zynstra Limited
Notes to the financial statements (continued)
for the year ended 31 December 2023
1
Accounting policies (continued)
- 16 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, 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 profit or loss.

 

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 creditors, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts 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 creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

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

1.9
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.

1.10
Taxation

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

Zynstra Limited
Notes to the financial statements (continued)
for the year ended 31 December 2023
1
Accounting policies (continued)
- 17 -
Current tax

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

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. 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 profit and loss account, 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.

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 fixed assets.

 

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

 

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

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Share-based payments

Where the company participates in a share-based payment arrangement established by a group company the company takes advantage of the alternative treatment allowed under Section 26 of FRS 102. The company recognises the share-based payment expense based on an allocation of its share of the group's total expense, calculated in relation to company participating employees. The corresponding credit is recognised in retained earnings as a component of equity.

Zynstra Limited
Notes to the financial statements (continued)
for the year ended 31 December 2023
1
Accounting policies (continued)
- 18 -

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the 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 in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

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

Key sources of estimation uncertainty
Impairment of intangible fixed assets

An intangible asset has been capitalised in accordance with the accounting policy. Capitalisation has been based on the directors' and key management's judgement that completion of the development of the asset is technologically and economically feasible. Management has assessed the useful life of the intangible asset at 5 years, being the period over which it is expected to generate revenue. However, such assets can potentially generate revenue over a shorter or longer period.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Principal activity
4,683,442
3,959,051
Zynstra Limited
Notes to the financial statements (continued)
for the year ended 31 December 2023
3
Turnover and other revenue (continued)
- 19 -
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
90,450
414,371
Rest of World
867,736
276,224
United States of America
3,725,256
3,268,456
4,683,442
3,959,051
2023
2022
£
£
Other revenue
Interest income
709,461
355,501
4
Operating loss
2023
2022
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange gains
(16,088)
(48,935)
Fees payable to the company's auditor for the audit of the company's financial statements
21,170
20,160
Depreciation of owned tangible fixed assets
90,860
106,441
Loss on disposal of tangible fixed assets
4,431
138
Amortisation of intangible assets
1,998,926
1,335,430
Share-based payments
700,331
220,411
5
Employees

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

2023
2022
Number
Number
Average
110
107
Zynstra Limited
Notes to the financial statements (continued)
for the year ended 31 December 2023
5
Employees (continued)
- 20 -

Their aggregate remuneration comprised:

2023
2022
£
£
Wages and salaries
7,607,457
8,195,742
Social security costs
698,633
978,894
Pension costs
773,325
663,504
9,079,415
9,838,140

Staff costs totalling £3,836,397 (2022 - £3,142,535) were capitalised as part of intangible asset additions.

6
Directors' remuneration

No remuneration was paid to the directors.

7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
993
515
Interest receivable from group companies
708,468
354,986
Total income
709,461
355,501
8
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
-
17,577
9
Taxation
2023
2022
£
£
Current tax
Adjustments in respect of prior periods
(315,871)
(601)
Zynstra Limited
Notes to the financial statements (continued)
for the year ended 31 December 2023
9
Taxation (continued)
- 21 -

The actual 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
£
£
Loss before taxation
(4,486,389)
(5,666,451)
Expected tax credit based on the standard rate of corporation tax in the UK of 25% (2022: 19%)
(1,121,597)
(1,076,626)
Tax effect of expenses that are not deductible in determining taxable profit
87,722
586
Tax effect of income not taxable in determining taxable profit
(177,117)
-
0
Unutilised tax losses carried forward
1,193,299
1,060,894
Change in unrecognised deferred tax assets
17,693
15,146
Adjustments in respect of prior years
-
0
(601)
Research and development tax credit
(315,871)
-
0
Taxation credit for the year
(315,871)
(601)

The company has unrecognised deferred tax asset of £8,709,000 (2022: £10,460,000) which relates to tax losses carried forward of £34,836,000 (2022: £41,839,000). The deferred tax asset has not been recognised because the timing and level of its recoverability is uncertain.

The UK’s main corporation tax rate increased from 19% to 25%, effective from 1 April 2023. However, the increase in the tax rate has no impact as deferred tax balances have not been recognised in the financial statements due to the uncertainty of timing and level of recoverability of tax losses.

10
Intangible fixed assets
Software
£
Cost
At 1 January 2023
8,637,161
Additions - internally developed
3,836,397
At 31 December 2023
12,473,558
Amortisation and impairment
At 1 January 2023
2,032,336
Amortisation charged for the year
1,998,926
At 31 December 2023
4,031,262
Carrying amount
At 31 December 2023
8,442,296
At 31 December 2022
6,604,825
Zynstra Limited
Notes to the financial statements (continued)
for the year ended 31 December 2023
- 22 -
11
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2023
30,035
1,096,529
1,126,564
Additions
1,972
24,638
26,610
Disposals
-
0
(51,280)
(51,280)
At 31 December 2023
32,007
1,069,887
1,101,894
Depreciation and impairment
At 1 January 2023
20,345
924,001
944,346
Depreciation charged in the year
4,813
86,047
90,860
Eliminated in respect of disposals
-
0
(46,091)
(46,091)
At 31 December 2023
25,158
963,957
989,115
Carrying amount
At 31 December 2023
6,849
105,930
112,779
At 31 December 2022
9,690
172,528
182,218
12
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
21,559
97,290
Amounts owed by group undertakings
7,129,762
3,582,377
Other debtors
75,235
78,418
Prepayments and accrued income
322,413
275,081
7,548,969
4,033,166

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

13
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
195,699
175,937
Amounts owed to group undertakings
21,857,096
13,524,895
Taxation and social security
253,842
159,325
Other creditors
10,574
14,441
Accruals and deferred income
640,600
125,486
22,957,811
14,000,084
Zynstra Limited
Notes to the financial statements (continued)
for the year ended 31 December 2023
- 23 -
14
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
773,325
663,504

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

15
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
1,306,315
1,306,315
13,062
13,062
A Ordinary shares of 0.01p each
333,334
333,334
33
33
B Ordinary shares of 0.001p each
652,050
652,050
6
6
2,291,699
2,291,699
13,101
13,101

Called up share capital represents the nominal value of the shares issued.

 

All shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.

16
Share premium account

The share premium account includes the premium on issue of equity shares, net of any issue costs.

17
Profit and loss reserves

Profit and loss reserves represents comprehensive income for the current and prior financial periods less dividends paid.

18
Related party transactions

The company is exempt from disclosing related party transactions as they are with other companies that are wholly owned within the NCR Voyix Corporation group.

19
Ultimate controlling party

The immediate parent undertaking is NCR Limited, a company registered in the UK. NCR Limited has taken advantage of the exemption from preparing consolidated financial statements under the terms of Section 401 of the Companies Act 2006.

 

The ultimate parent undertaking and controlling party is NCR Voyix Corporation, a company incorporated in the United States of America. NCR Voyix Corporation is the smallest and largest group of undertakings to consolidate these financial statements at 31 December 2023. The consolidated financial statements of NCR Voyix Corporation are available publicly from 864 Spring St NW, Atlanta, GA 30308, USA.

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