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Registered number: 11015440
SINTELA LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 30 JUNE 2024
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SINTELA LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
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.
The business continued to develop its DFOS solutions comprising three main components. The Onyx Optical Sensing Unit (OSU), the Onyx Operating System Software (OSS) and Onyx Industrial Application Software (IAS). R&D expenditure and revenue is broadly even across all three components.
Sintela commenced internal manufacturing at its facility in Pill, Bristol a process which is expected to be fully complete in FY25. Insourcing all manufacturing is expected to reduce the build cost of the Onyx systems and provide the company with greater flexibility to vary product mix and deliver customised solutions for its customers from FY25 onwards. Insourcing of manufacturing will also enable the company to scale more easily to meet its anticipated customer demand.
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 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
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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.
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SINTELA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
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.
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SINTELA LIMITED
DIRECTORS' REPORT
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
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The directors are responsible for preparing the Strategic report, the Directors' 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 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 of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company'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 Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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.
The directors who served during the year were:
Disclosure of information to auditor
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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'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's auditor is aware of that information.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
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SINTELA LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
This report was approved by the board and signed on its behalf.
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SINTELA LIMITED
REGISTERED NUMBER: 11015440
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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SINTELA LIMITED
REGISTERED NUMBER: 11015440
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 statement of income and retained earnings 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:
The notes on pages 7 to 22 form part of these financial statements.
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SINTELA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Sintela 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 11015440.
Principal activity
Sintela Limited undertakes product research, design, development, manufacture and delivery of products and services in the field of fiber optic sensing and manufactures world leading sensing products and services using fiber optic sensing technology including distributed sensing measurements of temperature, acoustics, vibration, strain, temperature gradient, pressure, gravity and magnetics.
2.Accounting policies
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Basis of preparation of financial statements
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The 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 following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
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Foreign currency translation
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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.
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SINTELA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company 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 Company 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 Company 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.
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Operating leases: the Company as lessee
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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.
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Leased assets: the Company as lessee
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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.
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SINTELA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
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.
Interest income is recognised in profit or loss using the effective interest method.
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.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.
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SINTELA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting 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 Company 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 profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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Current and deferred taxation
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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 operates and generates 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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.
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SINTELA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
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.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a straight line and reducing balance basis.
Depreciation is provided on the following basis:
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for general computer equipment and 50% for laptops straight line
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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.
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
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.
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Cash and cash equivalents
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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.
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SINTELA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
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.
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Provisions for liabilities
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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.
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SINTELA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
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SINTELA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
The Company is part of a group VAT registration, along with Sintela Engineering Limited and Sintela Holdings 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.
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The average monthly number of employees, including directors, during the year was 34 (2023 - 31).
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SINTELA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Charge for the year on owned assets
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Charge for the year on financed assets
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SINTELA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
4.Tangible fixed assets (continued)
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Charge for the year on owned assets
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Charge for the year on financed assets
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The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
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SINTELA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Sintela Limited owns 100% of the share capital of Sintela Inc. This is equal to 100 shares of common stock at $0.001 par value per share which converts to £0.08.
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Raw materials and consumables
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Work in progress (goods to be sold)
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Finished goods and goods for resale
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SINTELA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Due after more than one year
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Amounts owed by group undertakings
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Amounts owed by joint ventures and associated undertakings
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Prepayments and accrued income
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SINTELA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Obligations under finance lease and hire purchase contracts
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Accruals and deferred income
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The inter-company loan is repayable in 2025 and interest of 6% is accruing on the outstanding balance.
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The following liabilities were secured:
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Details of security provided:
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The bank loans are secured by a fixed charge over certain assets and floating charge over all present and future assets, with an unlimited multilateral guarantee between Sintela Limited, Sintela Holdings Limited and Sintela Engineering Limited.
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Creditors: Amounts falling due after more than one year
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Net obligations under finance leases and hire purchase contracts
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Amounts owed to group undertakings
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The inter-company loan is repayable in 2025 and interest of 6% is accruing on the outstanding balance.
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SINTELA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Hire purchase and finance leases
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Minimum lease payments under hire purchase fall due as follows:
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Charged to profit or loss
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The deferred tax asset is made up as follows:
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Accelerated capital allowances
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Tax losses carried forward
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Short term timing differences
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Charged to profit or loss
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SINTELA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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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.
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Weighted average exercise price (pence)
2024
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Weighted average exercise price
(pence)
2023
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Outstanding at the beginning of the year
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Forfeited during the year
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Exercised during the year
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Outstanding at the end of the year
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The Company has restated the comparative figures to reflect the deferred tax asset of £2,499,975 as due after one year.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £152,715 (2023 -£156,988). Employees and employers contributions totalling £27,472 (2023 - £24,369) were payable to the fund at the reporting date and are included in creditors.
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SINTELA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Commitments under operating leases
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At 30 June 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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17.Other financial commitments
The Company has provided security debentures containing fixed and floating charges and negative pledges in relation to the A Loan Note Instruments and B Loan Note Instruments entered into by the parent undertaking, Sintela Holdings Limited.
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Related party transactions
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The Company has taken advantage of the exemption conferred by section 33 in Financial Reporting Standard 102 ''Related party disclosures'' not to disclose transactions with wholly owned members of the group headed by Sintela Holdings Limited.
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The immediate and ultimate parent undertaking is Sintela Holdings Limited and this is the smallest and largest company that prepares consolidated accounts. The registered office address is The Distillery Lodway, Pill, Bristol, BS20 0DH.
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.
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