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Registered number: 10551516










SINTELA HOLDINGS LIMITED










DIRECTORS' REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 30 JUNE 2024

 
SINTELA HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

Introduction
 
The directors present the strategic report for the year ended 30 June 2024.
Overview of Sintela
Sintela’s primary focus is on developing proprietary distributed fiber optic sensing (DFOS) platform, Onyx, encompassing distributed acoustic sensing (DAS), distributed temperature sensing (DTS) and distributed strain sensing (DSS). Sintela invests a significant proportion of its operating profits into R&D and maintains a market leading technical performance and growing patent portfolio. 
Sintela leverages its leading R&D capabilities and IP position to enter long term commercial exploitation partnerships delivering world class and vital monitoring solutions to protect and enhance the effectiveness and availability of critical national infrastructure including Rail, Road, Oil & Gas, Mining, Defense & Security, Border Security, Power, Water, Telecoms and environmental industries. 
The Onyx technology is used across all these industries to provide asset security and operational condition monitoring information which enables asset owners to enhance performance, reduce operational costs and improve the safety of critical national infrastructure assets. Sintela’s revenue model derives income from equipment sales, annual service & license fees as well as revenue sharing arrangements with partners.

Review of the business
 
The business underwent a significant change in the year by significantly increasing its annual recurring revenue. Service revenue for the next 5+ years is underpinned by a $35m extension to a contract with CBP for the US/Mexico Border. In addition, Sintela has begun a programme to upgrade all CBP equipment to Onyx Peta expected to generate $20m of income by completion. This year saw the company extend service coverage with the UAE Government through its partnership with ETIMAD adopting Sintela Onyx for border security. The company completed multiple successful border projects pilots in the year and has post year end entered into further border security contracts. 
During the year, Sintela’s strategic alliance with SLB (formerly Schlumberger) maintained its level of activity in the Energy sector despite negative pressure on oil price. Sintela and SLB have completed multiple side by side comparisons with competitor products which have confirmed that Onyx Peta, using standard single mode fiber, exceeds the performance of competitor products even when they are using engineered fiber. This significantly increases the size of the available market to Sintela compared to competitors who require specialty/expensive fiber to replicate the performance of Onyx Peta, especially at the ultra-low frequencies needed for seismic activity monitoring and downhole process control monitoring. 
Sintela’s joint venture with Sensonic continued to exploit DFOS technology into the rail industry. The Kaynes Technology India Pvt acquisition of a 54% majority stake in Sensonic was announced at the end of the year and was formally completed in December 24. The deal provided growth capital for the acceleration of sales in the rail industry. A further joint venture in the Telecoms and urban monitoring markets also saw good growth notably in urban water leak detection capability.
The group closed the year with over 85,000km of monitoring capability contracted, an increase of 20,000km on the previous year.
The focus of the company’s R&D investment is driven from end-customer and industry partner requirements to increase technical performance and reduce implementation and project costs for these partners. An example of this focus is the Onyx Nano which launched at the end of the year and has been designed in response to demand for high performance lower cost solution. Onyx Nano is specifically targeted at perimeters and short length fibers (5km-20km) associated with perimeters, mining and scientific research. 
The company has strong long term supplier arrangements in place to ensure the company has sufficient
Page 1

 
SINTELA HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

inventory and supply chain commitment to meet its projected demand for through well into 2026/7. The company’s strong balance sheet, favorable bank facilities and commercial partnerships and has continued to execute its business plan, positioning itself as the DFOS partner of choice for leading industrial players ensuring Sintela has a solid basis for future growth in multiple industries on a global basis. 

Principal risks and uncertainties
 
Global Political & Taxation I Tariff Changes – the group supplies security and monitoring capability for critical national infrastructure project which are often subject to political control. We remain subject to the risk of political change and policies impacting upon our impact capability, cost base and potential tariffs or duties.
Foreign currency risk- the group's key currencies are Sterling, Euro and US dollar. The group is exposed to transaction based foreign currency risk, which has historically been managed through financial instruments and a natural hedge due to non-sterling denominated trading activity which offsets exposure to the cost base.
Regulatory compliance - the group produces highly complex opto-electronic products which operate globally in highly regulated industries. The group maintains ISO9001 certification and has an extensive testing program in place to ensure that the design of products is in line with applicable certification standards, and a rigorous multi-stage quality control procedure to inspect and test products once manufactured. 
Liquidity risk - the directors regularly review the forward-looking cash flow position to manage any liquidity risk. The company is profitable, cash generative and has access to additional long term loan facilities from shareholders who have indicated a willingness to provide additional capital to support organic or inorganic growth.
Cyber security and systems risk – the company’s products are used to protect and monitor critical national infrastructure and as such are always under threat of malicious attack. The company develops and maintains its products and IT networks in accordance with US Government standards and is regularly audited their IT security bodies. Best practice from these audits is adopted by the IT support function for maintenance and ongoing cyber security and resilience respectively.


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







M McEwen-King
Director

Date: 24 June 2025

Page 2

 
SINTELA HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024


The directors present their report and the financial statements for the year ended 30 June 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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


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

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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

Directors

The directors who served during the year were:

A Lewis 
M McEwen-King 
K Traffa Tyacke 

Disclosure of information to auditor

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

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

Page 3

 
SINTELA HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

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







M McEwen-King
Director

Date: 24 June 2025

Page 4

 
SINTELA HOLDINGS LIMITED
REGISTERED NUMBER: 10551516

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 5 
353,776
358,574

Investments
 6 
12,427
11,558

  
366,203
370,132

Current assets
  

Stocks
 7 
3,180,382
2,865,324

Debtors: amounts falling due after more than one year
 8 
4,225,403
4,092,761

Debtors: amounts falling due within one year
 8 
2,037,782
2,769,518

Cash at bank and in hand
 9 
1,805,171
3,752,289

  
11,248,738
13,479,892

Creditors: amounts falling due within one year
 10 
(3,576,797)
(4,163,678)

Net current assets
  
 
 
7,671,941
 
 
9,316,214

Total assets less current liabilities
  
8,038,144
9,686,346

Creditors: amounts falling due after more than one year
 11 
-
(1,472,524)

Provisions for liabilities
  

Other provisions
 14 
(74,447)
(114,148)

  
 
 
(74,447)
 
 
(114,148)

Net assets
  
7,963,697
8,099,674


Capital and reserves
  

Called up share capital 
 15 
38,075
38,075

Share premium account
  
4,519,044
4,519,044

Profit and loss account
  
3,406,578
3,542,555

  
7,963,697
8,099,674


Page 5

 
SINTELA HOLDINGS LIMITED
REGISTERED NUMBER: 10551516
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 JUNE 2024

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 






M McEwen-King
Director

Date: 24 June 2025

The notes on pages 11 to 27 form part of these financial statements.

Page 6

 
SINTELA HOLDINGS LIMITED
REGISTERED NUMBER: 10551516

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 6 
3,864,626
3,864,626

  
3,864,626
3,864,626

Current assets
  

Debtors: amounts falling due after more than one year
 8 
1,688,354
2,553,342

Debtors: amounts falling due within one year
 8 
470,215
2,455

Cash at bank and in hand
 9 
33,233
21,212

  
2,191,802
2,577,009

Creditors: amounts falling due within one year
 10 
(1,208,125)
(169,118)

Net current assets
  
 
 
983,677
 
 
2,407,891

Total assets less current liabilities
  
4,848,303
6,272,517

  

Creditors: amounts falling due after more than one year
 11 
-
(1,445,218)

  

Net assets
  
4,848,303
4,827,299


Capital and reserves
  

Called up share capital 
 15 
38,075
38,075

Share premium account
  
4,519,044
4,519,044

Profit and loss account
  
291,184
270,180

  
4,848,303
4,827,299


Page 7

 
SINTELA HOLDINGS LIMITED
REGISTERED NUMBER: 10551516
    
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 JUNE 2024

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 






M McEwen-King
Director

Date: 24 June 2025

The notes on pages 11 to 27 form part of these financial statements.

Page 8
 

 
SINTELA HOLDINGS LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024



Called up share capital
Share premium account
Profit and loss account
Total equity


£
£
£
£



At 1 July 2022
38,075
4,519,044
1,927,932
6,485,051





Profit for the year
-
-
1,615,746
1,615,746


Currency translation differences
-
-
(1,123)
(1,123)





At 1 July 2023
38,075
4,519,044
3,542,555
8,099,674





Loss for the year
-
-
(135,412)
(135,412)


Currency translation differences
-
-
(565)
(565)



At 30 June 2024
38,075
4,519,044
3,406,578
7,963,697



The notes on pages 11 to 27 form part of these financial statements.

Page 9
 
SINTELA HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 July 2022
38,075
4,519,044
248,906
4,806,025



Profit for the year
-
-
21,274
21,274



At 1 July 2023
38,075
4,519,044
270,180
4,827,299



Profit for the year
-
-
21,004
21,004


At 30 June 2024
38,075
4,519,044
291,184
4,848,303


The notes on pages 11 to 27 form part of these financial statements.

Page 10

 
SINTELA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.


General information

Sintela Holdings Limited is a private company limited by shares. It is registered in England and Wales and the registered office address is The Distillery Lodway, Pill, Bristol, BS20 0DH. The company number is 10551516.
Principal activity
Sintela Holdings Limited is a holding and investment company specialising in the field of fiber optic sensing including the design, development and manufacture of fiber sensing solutions using fiber optic sensing technology including distributed sensing measurements of temperature, acoustics, vibration, strain, temperature gradient, pressure, gravity and magnetics.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The consolidated financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

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

Page 11

 
SINTELA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

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

Page 12

 
SINTELA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Operating leases: the Group as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Page 13

 
SINTELA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. 
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Pensions

Defined contribution pension plan

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

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

 
2.10

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Consolidated income statement over the vesting period. If no meaningful market data can be obtained to provide a fair value of the options at the grant date then no value is included in the accounts. 
Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Statement of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to Consolidated income statement over the remaining vesting period.

Page 14

 
SINTELA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

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

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

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

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

 
2.12

Tangible fixed assets

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

Page 15

 
SINTELA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)


2.12
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, as below.

Depreciation is provided on the following basis:

Motor vehicles
-
25%
straight line
Fixtures and fittings
-
25%
reducing balance
Computer equipment
-
33%
straight line
Assets for rental
-
33%
straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

Associates and joint ventures

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated statement of comprehensive income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated statement of financial position, the interests in associated undertakings are shown as the Group's share of the identifiable net assets.

 
2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.16

Debtors

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

Page 16

 
SINTELA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.17

Cash and cash equivalents

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

 
2.18

Creditors

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

 
2.19

Provisions for liabilities

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

  
2.20

Group VAT registration

The Company is part of a group VAT registration, along with Sintela Limited and Sintela Engineering Limited.
Sintela Limited is the nominated Company, responsible for submitting the returns and for making the payments on behalf of the Companies within the group registration.


3.


Employees

The average monthly number of employees, including directors, during the year was 42 (2023 - 38).


4.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The profit after tax of the parent Company for the year was £21,004NIL (2023 - £21,274).

Page 17

 
SINTELA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

5.


Tangible fixed assets

Group






Other fixed assets
Motor vehicles
Fixtures and fittings
Computer equipment
Assets for Rental

£
£
£
£
£



Cost or valuation


At 1 July 2023
3,794
452,713
150,117
135,929
148,808


Additions
12,769
-
41,386
12,499
106,722


Disposals
(1,777)
(75,000)
-
(30,187)
-



At 30 June 2024

14,786
377,713
191,503
118,241
255,530



Depreciation


At 1 July 2023
1,925
215,751
83,466
84,326
147,321


Charge for the year on owned assets
4,676
-
18,869
38,804
11,530


Charge for the year on financed assets
-
67,472
-
-
-


Disposals
(1,777)
(38,594)
-
(29,772)
-



At 30 June 2024

4,824
244,629
102,335
93,358
158,851



Net book value



At 30 June 2024
9,962
133,084
89,168
24,883
96,679



At 30 June 2023
1,870
236,963
66,651
51,603
1,487
Page 18

 
SINTELA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

           5.Tangible fixed assets (continued)


Total

£



Cost or valuation


At 1 July 2023
891,361


Additions
173,376


Disposals
(106,964)



At 30 June 2024

957,773



Depreciation


At 1 July 2023
532,789


Charge for the year on owned assets
73,879


Charge for the year on financed assets
67,472


Disposals
(70,143)



At 30 June 2024

603,997



Net book value



At 30 June 2024
353,776



At 30 June 2023
358,574

The Company has no fixed assets.

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2024
2023
£
£



Motor vehicles
133,084
236,962

133,084
236,962

Page 19

 
SINTELA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

6.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 July 2023
3,864,626



At 30 June 2024
3,864,626





Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Class of shares

Holding

Sintela Limited
Ordinary
100%
Sintela Engineering Limited
Ordinary
100%


Indirect undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Sintela Inc
Delaware, USA
Ordinary
100%
FSS Manufacturing Inc
USA
Ordinary
49%


7.


Stocks

Group
Group
2024
2023
£
£

Raw materials and consumables
2,503,245
2,171,461

Work in progress (goods to be sold)
281,932
650,244

Finished goods and goods for resale
395,205
43,619

3,180,382
2,865,324


Page 20

 
SINTELA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

8.


Debtors

Group

Group
As restated
Company

Company
As restated
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Amounts owed by group undertakings
-
-
-
960,555

Other debtors
1,688,354
1,592,786
1,688,354
1,592,787

Deferred tax asset
2,537,049
2,499,975
-
-

4,225,403
4,092,761
1,688,354
2,553,342


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due within one year

Trade debtors
951,702
1,088,397
-
-

Amounts owed by group undertakings
-
-
467,760
-

Amounts owed by joint ventures and associated undertakings
293,000
293,000
-
-

Other debtors
46,244
1,226,293
-
-

Prepayments and accrued income
744,381
159,373
-
-

Deferred taxation
2,455
2,455
2,455
2,455

2,037,782
2,769,518
470,215
2,455



9.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
1,805,171
3,752,289
33,233
21,212

Less: bank overdrafts
(37)
(37)
-
-

1,805,134
3,752,252
33,233
21,212


Page 21

 
SINTELA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

10.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Debenture loans
973,000
-
973,000
-

Bank overdrafts
37
37
-
-

Bank loans
376,185
-
-
-

Trade creditors
373,977
1,817,010
557
1,193

Corporation tax
98,653
29,709
-
29,709

Other taxation and social security
97,212
55,368
-
-

Obligations under finance lease and hire purchase contracts
180,044
85,552
152,738
75,355

Other creditors
41,497
38,774
5,828
5,828

Accruals and deferred income
1,436,192
2,137,228
76,002
57,033

3,576,797
4,163,678
1,208,125
169,118



The following liabilities were secured:
Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Debenture loans
973,000
-
973,000
-

973,000
-
973,000
-

Details of security provided:

The debenture loans are secured by way of fixed and floating charges and negative pledges by the Company and the subsidiaries, Sintela Limited and Sintela Engineering Limited.

Page 22

 
SINTELA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

11.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Debenture loans
-
1,292,500
-
1,292,500

Net obligations under finance leases and hire purchase contracts
-
180,024
-
152,718

-
1,472,524
-
1,445,218



The following liabilities were secured:
Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Debenture loans
-
1,292,500
-
1,292,500

-
1,292,500
-
1,292,500

Details of security provided:

The debenture loans are secured by way of fixed and floating charges and negative pledges by the Company and the subsidiaries, Sintela Limited and Sintela Engineering Limited.


12.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Within one year
180,044
85,552
152,738
75,355

Between 1-5 years
-
180,024
-
152,718

180,044
265,576
152,738
228,073

Page 23

 
SINTELA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

13.


Deferred taxation


Group



2024


£






At beginning of year
2,502,430


Charged to profit or loss
37,074



At end of year
2,539,504

Company


2024


£






At beginning of year
2,455



At end of year
2,455

The deferred tax asset is made up as follows:

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Accelerated capital allowances
(52,661)
(56,859)
-
-

Tax losses carried forward
2,567,680
2,525,282
-
-

Short term timing differences
24,485
34,007
2,455
2,455

2,539,504
2,502,430
2,455
2,455

Page 24

 
SINTELA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

14.


Provisions


Group



Warranty provision

£





At 1 July 2023
114,148


Charged to profit or loss
(39,701)



At 30 June 2024
74,447


15.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



3,796,992 (2023 - 3,796,992) Ordinary shares of £0.01 each
37,970
37,970
10,522 (2023 - 10,522) A Ordinary shares of £0.01 each
105
105

38,075

38,075


Page 25

 
SINTELA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

16.


Share-based payments

The Company uses an EMI equity-settled share option scheme to grant a right to acquire shares in Sintela Holdings Limited to Group employees. The shares of this private limited company are not traded on an open market, it is therefore not possible to obtain meaningful market data to determine a fair value for the equity-settled share-based payments issued to the Group's employees at the grant date. 
The EMI scheme enables employees to acquire shares in Sintela Holdings Limited at the grant date value. One third of the shares options granted vest each year on the anniversary of the grant date. The share options will be exercised on either: 
a) an exit event
b) the Founders have given a Put Option Exercise Notice to the Investor
c) the Investor has given a Call Option Exercise Notice to the Founders
Should the options not be exercised, they will lapse ten years after the grant date.

Weighted average exercise price (pence)
2024
Number
2024
Weighted average exercise price
(pence)
2023
Number
2023

Outstanding at the beginning of the year

26

215,093

1
 
123,371
 
Granted during the year


-

50
 
105,180
 
Forfeited during the year


-

 
(13,458)
 
Exercised during the year


-

 
-
 
Expired during the year


-

 
-
 
Outstanding at the end of the year
26

215,093

26
 
215,093
 




Page 26

 
SINTELA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

17.


Prior year adjustment

The Group has restated the comparative figures to reflect the deferred tax asset of £2,499,975 as due after one year.



18.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £152,715 (2023 - £156,989). Employees and employers contributions totalling £27,472 (2023 - £24,369) were payable to the fund at the reporting date and are included in creditors.


19.


Commitments under operating leases

At 30 June 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
132,368
118,894

Later than 1 year and not later than 5 years
280,624
319,069

412,992
437,963

The Company had no commitments under non-cancellable operating leases at the reporting date.


20.


Auditor's information

The auditor's report on the financial statements for the year ended 30 June 2024 was unqualified.

The audit report was signed on 26 June 2025 by Mark Dickinson FCA (Senior statutory auditor) on behalf of Shaw Gibbs (Audit) Limited.

 
Page 27