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REPORT OF THE DIRECTORS AND |
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FINANCIAL STATEMENTS |
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FOR THE YEAR ENDED 31 DECEMBER 2018 |
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SYMPHONY VENTURES LTD |
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REGISTERED NUMBER:
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REPORT OF THE DIRECTORS AND |
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FINANCIAL STATEMENTS |
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FOR THE YEAR ENDED 31 DECEMBER 2018 |
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FOR |
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SYMPHONY VENTURES LTD |
SYMPHONY VENTURES LTD (REGISTERED NUMBER: 09164342) |
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CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
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Company Information | 1 |
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Report of the Directors | 2 |
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Report of the Independent Auditors | 4 |
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Income Statement | 6 |
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Balance Sheet | 7 |
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Statement of Changes in Equity | 8 |
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Notes to the Financial Statements | 9 |
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SYMPHONY VENTURES LTD |
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COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
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DIRECTORS: |
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REGISTERED OFFICE: |
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BUSINESS ADDRESS: |
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REGISTERED NUMBER: |
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AUDITORS: |
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Statutory Auditor |
30 New Road |
Brighton |
East Sussex |
BN1 1BN |
SYMPHONY VENTURES LTD (REGISTERED NUMBER: 09164342) |
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REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
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The directors present their report with the financial statements of the company for the year ended 31 December 2018. |
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Symphony, a Sykes company, is the leading specialist consulting, implementation, and managed services firm focused on 'Future of |
Work' technologies. We are global leaders in enterprise digital transformation leveraging Robotic Process Automation (RPA), |
Artificial Intelligence (AI), and Robotic Business Process Outsourcing (R-BPO). |
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Symphony provides its customers with a full suite of services focused on Digital Operations, including training, hosting, and the |
provision of our AI-enabled platforms to provide clients with the ability to work more efficiently and effectively. Symphony has |
clients in more than 25 countries in every major industry and works with a roster of leading software providers including Automation |
Anywhere (AA), Blue Prism, UiPath, Thoughtonomy, NICE Systems, eNate, ABBYY and Celaton. In response to changing market |
trends, the company continues to expand its digital ecosystem of tools to offer expanded solutions for clients. |
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Symphony is the largest global professional services firm specialising on this enterprise automation sphere. Symphony Ventures Ltd |
has offices in the United Kingdom, but its subsidiaries have offices in the United States, Poland and India. |
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REVIEW OF BUSINESS |
2018 was a further year of sustained growth and change in the business. The most significant event was the acquisition by Sykes |
Inc, a US Nasdaq listed company, of the entire Symphony group on 1 November 2018. We expect there to be limited impact in the |
actual business undertaken, but with opportunities to work with other parts of the Sykes group and potentially with other long-term |
Sykes' clients. However, we now have the security of a $40 billion market value company behind us securing working capital |
support for the next phase of growth. |
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Total revenue for 2018 was £10.6 million, a 29% increase on 2017 (£8.2 million). Headcount for Symphony Ventures Ltd fell from |
69 at the end of 2017 to 61 at the end of 2018 but this was offset by an increase in the headcount of our subsidiaries as there was an |
increase in the volume of work carried out on our behalf by the teams in India and Poland. India heads essentially doubled from 20 |
at the end of 2017 to 39 at the end of 2018. |
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Gross profit fell from £3.2 million to £1.7 million reflecting several factors. Firstly, there was a significant increase in software sales, |
which has a notably lower margin. This went from 11% of turnover to 33%, reflecting the increase demand of the software products |
Symphony sells to its clients. The second major impact reflected the growth of the offshore teams, where significant training is |
required when they join, increasing the overall costs without benefiting the turnover until the new joiners are ready to work directly |
for clients. The third major impact reflects two periods in the year of lower activity, where the staff were recruited in order to |
complete a higher volume of client work, but due to delays in certain projects some staff were non-billable for a period. These |
factors led to an overall margin % fall from 39% to 16%. |
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The increase in other administrative costs from £4.4 million to £4.7 million, was driven by the exceptional costs associated with the |
refinancing work, which culminated in the takeover offer from Sykes. |
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EVENTS SINCE THE END OF THE YEAR |
Information relating to events since the end of the year is given in the notes to the financial statements. |
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DIRECTORS |
The directors who have held office during the period from 1 January 2018 to the date of this report are as follows: |
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SYMPHONY VENTURES LTD (REGISTERED NUMBER: 09164342) |
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REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
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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. |
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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: |
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- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in
business. |
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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. |
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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. |
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AUDITORS |
The auditors, Galloways, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
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This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
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ON BEHALF OF THE BOARD: |
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REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SYMPHONY VENTURES LTD |
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Opinion |
We have audited the financial statements of Symphony Ventures Ltd (the 'company') for the year ended 31 December 2018 which |
comprise the Income Statement, 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). |
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In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 December 2018 and of its loss for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
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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. |
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Conclusions relating to going concern |
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where: |
- | the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or |
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the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt
about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. |
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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. |
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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. |
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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 there is a material misstatement in the financial statements or a material misstatement of the other |
information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we |
are required to report that fact. We have nothing to report in this regard. |
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Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
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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. |
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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. |
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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: |
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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 |
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the directors were not entitled to prepare the financial statements in accordance with the small companies regime and 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 |
SYMPHONY VENTURES LTD |
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Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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. |
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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. |
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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. |
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A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's |
website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
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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. |
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for and on behalf of
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Statutory Auditor |
30 New Road |
Brighton |
East Sussex |
BN1 1BN |
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SYMPHONY VENTURES LTD (REGISTERED NUMBER: 09164342) |
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INCOME STATEMENT |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
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2018 | 2017 |
Notes | £ | £ |
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TURNOVER |
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Cost of sales |
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GROSS PROFIT |
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Administrative expenses |
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OPERATING LOSS | ( |
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Interest receivable and similar income |
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(3,020,527 | ) | (1,274,699 | ) |
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Interest payable and similar expenses |
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LOSS BEFORE TAXATION | ( |
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Tax on loss | 5 | ( |
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LOSS FOR THE FINANCIAL YEAR | ( |
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SYMPHONY VENTURES LTD (REGISTERED NUMBER: 09164342) |
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BALANCE SHEET |
31 DECEMBER 2018 |
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2018 | 2017 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 7 |
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Tangible assets | 8 |
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Investments | 9 |
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CURRENT ASSETS |
Debtors | 10 |
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Cash at bank |
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CREDITORS |
Amounts falling due within one year | 11 |
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NET CURRENT (LIABILITIES)/ASSETS | ( |
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TOTAL ASSETS LESS CURRENT
LIABILITIES |
( |
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CREDITORS |
Amounts falling due after more than one year | 12 |
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( |
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PROVISIONS FOR LIABILITIES | 14 |
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NET (LIABILITIES)/ASSETS | ( |
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CAPITAL AND RESERVES |
Called up share capital | 15 |
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Share premium | 16 |
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Share-based payment reserve | 16 |
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Capital contribution reserve | 16 |
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Retained earnings | 16 | ( |
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SHAREHOLDERS' FUNDS | ( |
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The financial statements were approved by the Board of Directors on
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SYMPHONY VENTURES LTD (REGISTERED NUMBER: 09164342) |
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STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
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Called up |
share | Retained | Share |
capital | earnings | premium |
£ | £ | £ |
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Balance at 1 January 2017 |
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Changes in equity |
Total comprehensive income | - | ( |
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Issue of share capital |
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Dividends | - | ( |
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Balance at 31 December 2017 |
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( |
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Changes in equity |
Total comprehensive income | - | ( |
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Issue of share capital | 32 | - | 36,470 |
Balance at 31 December 2018 |
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( |
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Share-based | Capital |
payment | contribution | Total |
reserve | reserve | equity |
£ | £ | £ |
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Balance at 1 January 2017 |
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Changes in equity |
Total comprehensive income | ( |
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( |
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Issue of share capital | - | - |
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Dividends | - | - | ( |
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Balance at 31 December 2017 |
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Changes in equity |
Total comprehensive income | ( |
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( |
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Capital contribution | - | 366,643 | 366,643 |
Issue of share capital | - | - | 36,502 |
Balance at 31 December 2018 |
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( |
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SYMPHONY VENTURES LTD (REGISTERED NUMBER: 09164342) |
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NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
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1. | STATUTORY INFORMATION |
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Symphony Ventures Ltd is a
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number and registered office address can be found on the Company Information page. |
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The presentation currency of the financial statements is the Pound Sterling (£). |
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2. | ACCOUNTING POLICIES |
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Basis of preparing the financial statements |
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Going concern |
At 31 December 2018, the company has has net liabilities of £1,890,260 (2017: Net assets of £424,403) and made a loss of |
£2,717,808 in the year (2017: £1,355,158). The directors forecasts for 2019 and 2020 show the company returning to profit |
and this together with the support of the Sykes group, following its acquisition of the company in late 2018, the directors |
have a reasonable expectation that the company will continue in operations for the foreseeable future and that it is |
appropriate that the financial statements continue to be prepared on a going concern basis. |
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Preparation of consolidated financial statements |
The financial statements contain information about Symphony Ventures Ltd as an individual company and do not contain |
consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the |
Companies Act 2006 from the requirements to prepare consolidated financial statements. |
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Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial |
Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly |
owned subsidiaries within the group. |
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Turnover |
Turnover represents revenue in respect of software sales, consulting, service and training contracts, net of discounts and |
value added tax. Revenue for the sale of software is recognised when the company has transferred the risks and rewards of |
ownership to the customer. |
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Revenue from long term consulting, support and training contracts is recognised by reference to the stage of completion of |
the contract determined by the value of services provided at the balance sheet date as a proportion of the total value of the |
contract. Where the amount of revenue is contingent on future events, this is only recognised where the amount of revenue |
can be measured reliably and it is probable economic benefits will be received. Revenue recognised at the balance sheet date |
which has not been invoiced is included in debtors as amounts recoverable on contracts. |
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Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any |
accumulated amortisation and any accumulated impairment losses. |
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Tangible fixed assets |
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Fixtures and fittings | - |
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Computer equipment | - |
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Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost, less impairment. |
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SYMPHONY VENTURES LTD (REGISTERED NUMBER: 09164342) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
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2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that |
it relates to items recognised in other comprehensive income or directly in equity. |
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Current or deferred taxation assets and liabilities are not discounted. |
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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. |
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Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
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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 year end and that are expected to apply to the reversal of the timing difference. |
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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. |
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Research and development |
Research and development expenditure is written off in the profit and loss account in the period in which it is incurred. |
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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. |
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Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are |
charged to profit or loss in the period to which they relate. |
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Share options |
During the year, the Company operated EMI, CSOP, and non-advantaged share option schemes for certain employees, |
engaging in equity settled share based payment transactions in respect of services received. Details of the options within the |
scheme are set out in Note 19: Share based payment transactions. |
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It is the policy of the Company to grant share options that have an exercise price representing fair market value at the date of |
grant. Fair market values have been determined by the Board of Directors' taking into account the performance of the |
Company and other relevant factors.The method of valuation used is the maintainable earning basis. |
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Provisions and contingencies |
Provisions are recognised in the financial statements when the company has an obligation at the reporting date as a result of |
a past event and it is probable that there will be a requirement to transfer economic benefits in settlement, and the amount of |
the obligation can be estimated reliably. Significant judgement is required in both the determination of probability and the |
determination as to whether the amount can be reliably estimated. In the event the Company determines that an obligation is |
not probable, but is reasonably possible, and it is able to develop a reasonable range of a possible loss, the Company will |
include disclosures related to such a contingent liability as appropriate. |
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3. | EMPLOYEES AND DIRECTORS |
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The average number of employees during the year was
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4. | EXCEPTIONAL ITEMS |
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Exceptional items of £197,838 (2017: £363,244) are included within administrative expenses in the company's income |
statement. These represent costs relating to the raising of funds during the year. |
SYMPHONY VENTURES LTD (REGISTERED NUMBER: 09164342) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
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5. | TAXATION |
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Analysis of the tax (credit)/charge |
The tax (credit)/charge on the loss for the year was as follows: |
2018 | 2017 |
£ | £ |
Current tax: |
UK corporation tax | ( |
) |
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Foreign tax | 4,620 | - |
Total current tax | ( |
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Deferred tax | ( |
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Tax on loss | ( |
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During the year, the company claimed and received tax credits in respect of research and development activities conducted in |
the years ended 31 December 2016 (£177,752) and 31 December 2017 (£302,483). |
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6. | DIVIDENDS |
2018 | 2017 |
£ | £ |
Ordinary shares of 0.1p each |
Interim | - | 108,901 |
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7. | INTANGIBLE FIXED ASSETS |
Computer |
software |
£ |
COST |
At 1 January 2018 |
and 31 December 2018 |
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AMORTISATION |
At 1 January 2018 |
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Amortisation for year |
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At 31 December 2018 |
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NET BOOK VALUE |
At 31 December 2018 |
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At 31 December 2017 |
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SYMPHONY VENTURES LTD (REGISTERED NUMBER: 09164342) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
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8. | TANGIBLE FIXED ASSETS |
Fixtures |
and | Computer |
fittings | equipment | Totals |
£ | £ | £ |
COST |
At 1 January 2018 |
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Additions |
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Disposals |
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( |
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At 31 December 2018 |
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DEPRECIATION |
At 1 January 2018 |
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Charge for year |
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Eliminated on disposal |
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( |
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At 31 December 2018 |
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NET BOOK VALUE |
At 31 December 2018 |
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At 31 December 2017 |
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9. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2018 |
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Disposals | ( |
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At 31 December 2018 |
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NET BOOK VALUE |
At 31 December 2018 |
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At 31 December 2017 |
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The company's investments at the Balance Sheet date in the share capital of companies include the following: |
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Company | Class of shares | Shareholding |
Symphony Ventures Inc. | Ordinary | 100% |
Symphony Ventures SP Zoo | Ordinary | 100% |
Sym RPA Private Ltd | Ordinary | 99% |
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10. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2018 | 2017 |
£ | £ |
Trade debtors |
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Amounts owed by group undertakings |
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Other debtors |
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Tax |
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Amount recoverable on contracts |
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Prepayments |
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SYMPHONY VENTURES LTD (REGISTERED NUMBER: 09164342) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
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11. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2018 | 2017 |
£ | £ |
Trade creditors |
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Amounts owed to group undertakings |
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Social security and other taxes |
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Pension | 19,875 | 12,669 |
Wages Control | - | 4,907 |
VAT | 165,430 | 255,845 |
Other creditors |
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Unsecured loans | - | 67,686 |
Directors' loan accounts | - | 72,909 |
Accruals and deferred income |
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12. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2018 | 2017 |
£ | £ |
Other loans - 2-5 years | - | 723,269 |
Other loans more 5yrs instal |
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Amounts falling due in more than five years: |
|
Repayable by instalments |
Other loans more 5yrs instal | - | 1,446,539 |
|
13. | LEASING AGREEMENTS |
|
Minimum lease payments under non-cancellable operating leases fall due as follows: |
2018 | 2017 |
£ | £ |
Within one year |
|
|
Between one and five years |
|
|
|
|
|
14. | PROVISIONS FOR LIABILITIES |
2018 | 2017 |
£ | £ |
Deferred tax |
Accelerated capital allowances |
|
|
|
Deferred |
tax |
£ |
Balance at 1 January 2018 |
|
Unused amounts reversed during year | ( |
) |
Balance at 31 December 2018 |
|
SYMPHONY VENTURES LTD (REGISTERED NUMBER: 09164342) |
|
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
|
|
15. | CALLED UP SHARE CAPITAL |
|
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2018 | 2017 |
value: | £ | £ |
5,905,173 | Ordinary | 0.00005p | 295 | 263 |
656,250 | Ordinary B | 0.00005p | 33 | 33 |
49,343,750 | Ordinary C | 0.000001p | 49 | 49 |
900,000 | Ordinary D | 0.000001p | 1 | 1 |
378 | 346 |
|
Shares were issued during the year as follows: |
|
Cash at premium |
655,173 Ordinary shares of 0.00005p for £36,502.20 |
|
16. | RESERVES |
Share-based | Capital |
Retained | Share | payment | contribution |
earnings | premium | reserve | reserve | Totals |
£ | £ | £ | £ | £ |
|
At 1 January 2018 | ( |
) |
|
|
|
424,057 |
Deficit for the year | ( |
) | ( |
) |
Transfer | 5,342 | - | (5,342 | ) | - | - |
Capital contribution | - | - | - | 366,643 | 366,643 |
Cash share issue | - | 36,470 | - | - | 36,470 |
At 31 December 2018 | ( |
) |
|
|
|
(1,890,638 | ) |
|
The transfer from the Share-based payment reserve to Retained earnings results from the execution of all issued share |
options. |
|
17. | CONTINGENT LIABILITIES |
|
The Company has begun discussions with the HMRC regarding the value assigned to granted share options under an EMI |
scheme. At the time the options were issued the valuation of the shares did not consider the potential acquisition of the |
Company. In the event that the options are determined to have been granted at a discount or to be non-tax advantaged, they |
would be subject to income tax and national insurance contributions. The maximum income tax and national insurance |
liability exposure is estimated at £1.57 million, of which £367,000 is Employers National Insurance and other charges. |
|
18. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
|
At the balance sheet date the company owed amounts to the following directors. These were interest free and repayable on |
demand. |
|
2018 | 2017 |
Mr D Poole | £nil | £19,792 |
Mr D Brain | £nil | £22,629 |
Mr I Barkin | £nil | £20,053 |
Mr P Baker | £nil | £10,435 |
|
19. | POST BALANCE SHEET EVENTS |
|
On 7th March 2019, SEI International Services Sarl (the immediate parent company) made an additional capital contribution |
of £3,623,316 in order to allow the repayment of amounts owed to group undertakings of the same amount. |
|
Of the settled liability, £2,822,132 was included in creditors falling due within one year at the balance sheet date. |
SYMPHONY VENTURES LTD (REGISTERED NUMBER: 09164342) |
|
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
|
|
20. | ULTIMATE CONTROLLING PARTY |
|
The company's ultimate controlling party is Sykes Inc. |
|
21. | SHARE-BASED PAYMENT TRANSACTIONS |
|
During the year, the company made available EMI, CSOP, and non-advantaged schemes in which options were issued to |
employees and consultants. |
|
On 31 October 2018, all outstanding share options were exercised, resulting in the issue of 655,173 Ordinary shares. |
|
The following share-based payment transactions took place in the year: |
|
|
Brought forward |
Granted |
Exercised/lapsed |
Carried Forward |
Exercise
Period (years) |
Weighted average
Exercise Price per ordinary share |
Brought forward
options: |
|
EMI(13 recipients) | 133,560 | - | 133,560 | - | 3-10 | £0.07487 |
CSOP(33
recipients) |
59,300 |
- |
59,300 |
- |
3-10 |
£0.07450 |
|
22 March 2018
options: |
|
EMI(13 recipients) | 54,284 | 54,284 | 3-10 | £0.06320 |
CSOP(21
recipients) |
- |
24,994 |
24,994 |
|
3-10 |
£0.06320 |
|
30 April 2018 |
CSOP(75
recipients) |
- |
270,301 |
270,301 |
- |
3-10 |
£0.06320 |
|
1 August 2018
options: |
|
EMI(53 recipients) | - | 225,791 | 225,791 | - | 3-10 | £0.05000 |
Non-advantaged(73
recipients) |
- |
256,668 |
256,668 |
- |
3-10 |
£0.05000 |
Total | 192,860 | 832,038 | 1,024,898 | - |
|
The expense recognised in profit and loss account in respect of share options is £nil (2017: credit £4,559). |