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Registered number: 07725512










NEPHOS TECHNOLOGIES LTD










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025



 
NEPHOS TECHNOLOGIES LTD
 

COMPANY INFORMATION


Directors
L Biggenden 
M Queenan 




Registered number
07725512



Registered office
15-18 Great Newport Street

London

England

WC2H 7JE




Independent auditors
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

Reading Bridge House

George Street

Reading

Berkshire

RG1 8LS





 
NEPHOS TECHNOLOGIES LTD
 

CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 7
Statement of Comprehensive Income
8
Balance Sheet
9
Statement of Changes in Equity
10
Statement of Cash Flows
11
Analysis of Net Debt
12
Notes to the Financial Statements
13 - 25


 
NEPHOS TECHNOLOGIES LTD
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025

Introduction
 
The principal activity of Nephos Technologies Ltd (the 'Company') during the period under review was providing hardware, software, and services related to  IT, primarily focusing on the data services market. Revenue is also generated from implementation services, training and other types of professional services.
The results for the year and financial position are as shown in the annexed financial statements.
The executive management team regularly reviews information covering a range of financial and non-financial key performance indicators, which they consider effective in measuring the delivery of their strategy and assisting in the management of the business. The primary KPI actively tracked is gross margin per deal.  
The Company had turnover of £24,652,819 for the year ended 31 March 2025. This represents a 10% decrease over the previous year’s turnover of £27,376,068.  This decrease is due to the fact that revenue from Canadian customers is now being booked through Nephos’ Canadian business entity, along with strong bsines growth for UK sales. Overall, globally, the Nephos Technologies entities saw a 29% increase in turnover.
The Company ended the year with £3,624,500 in net current assets compared to £3,660,643 in 2024.
Principal risks and uncertainties
There are various competitive and economic factors that impact the way the Company manages its business and influence how it maintains and continually improves its work management platform.
The following principal risks and uncertainties for the Company have been identified:
Competition 
The overall market for data, and specifically data governance, is rapidly evolving and subject to changing technology, shifting customer needs and the introduction of new technologies. The Company competes against much larger organisations that have greater brand recognition, longer operating histories and greater resources than the Company does. Some of the Company’s smaller competitors will offer less capable, more tactical solutions which, by their nature, have a lower cost to deliver, albeit aimed at SME sized organisations.  The Company’s larger competitors may offer services at a lower price, leveraging their ability to deliver services from countries with lower staffing costs, or attempting to cross-sell additional products in the future or retain customers using a different service stream. The Company does, however, have a key differentiator in its managed service proposition, as it enables a more holistic, outcome-based approach to solving the challenges faced by mid-to-large-sized enterprise businesses.
People 
It is key to the Company’s success to attract, retain, develop and motivate the best people with the appropriate capabilities at all levels of the organisation. Performance could be negatively impacted by the loss of key individuals or the inability to obtain suitable replacements in a timely manner. The Company endeavours to retain key employees by ensuring that appropriate levels of incentives are in place and by having a unique work culture and environment. The Company continues to invest in its people, as demonstrated by the consistently high level of attainment in the well-recognised Great Place To Work surveys, which serve as a key indicator of the Company's success in this area.

Page 1

 
NEPHOS TECHNOLOGIES LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025


Cyber Security Risk
The business is exposed to risks from cyber threats such as hacking, scams and malicious software, which could disrupt operations, compromise sensitive information and damage reputation. To reduce these risks, the Company has strong safeguards in place, including secure systems, regular updates and controlled access to important data. Staff are trained to recognise and respond to suspicious activity and clear procedures are in place to act quickly if a cyber incident occurs. Recognised best practice is followed by adhering to ISO 27001 and ISO 9001 standards, as well as the UK Cyber Essentials scheme, to ensure systems, processes, and data security meet rigorous industry requirements. These measures help protect the business and maintain the trust of customers and partners.
Currency risk 
The Company is exposed to foreign currency exchange risk in connection with its transactions with both customers and suppliers, as it makes sales and purchases in US dollars, and the exchange rate remains volatile.  When appropriate, the Company employs various hedging strategies to mitigate risk.
Credit risk 
Credit risk may arise because of non-payment by customers. This risk is partially mitigated by the fact that distributors or vendors are not paid until customers have paid the Company.  Whilst Management continue to monitor this, the overall risk is considered low and there were no bad debts during the financial year.
Future Development
The Company will continue to invest in its growth, with another likely 20% or more increase in staff next year, as well as increased investment in IP related to the Company’s managed service and data services-based offerings. The Company believes that the managed services being built around data are unique in the marketplace and put the organisation in a strong position for continued growth over the coming years.


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



L Biggenden
Director

Date: 24 August 2025

Page 2

 
NEPHOS TECHNOLOGIES LTD
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025

The directors present their report and the financial statements for the year ended 31 March 2025.

Directors

The directors who served during the year were:

L Biggenden 
M Queenan 

Directors' responsibilities statement

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 2006They 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.

Principal activity

Nephos Technologies Ltd is a consultancy led systems integrator that builds solutions for customers, or creates its own managed services, to help customers solve problems around data.

Results and dividends

The profit for the year, after taxation, amounted to £222,867 (2024 - £509,137).


Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Page 3

 
NEPHOS TECHNOLOGIES LTD
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditorsJames Cowper Kreston Auditwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





L Biggenden
Director

Date: 24 August 2025

Page 4

 
NEPHOS TECHNOLOGIES LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEPHOS TECHNOLOGIES LTD
 

Opinion


We have audited the financial statements of Nephos Technologies Ltd (the 'Company') for the year ended 31 March 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 March 2025 and of its profit 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.


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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


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


We have nothing to report in this regard.


Page 5

 
NEPHOS TECHNOLOGIES LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEPHOS TECHNOLOGIES LTD (CONTINUED)


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


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


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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
NEPHOS TECHNOLOGIES LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEPHOS TECHNOLOGIES LTD (CONTINUED)


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

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. 

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:
 
Enquiry of management and those charged with governance around actual and potential litigation and claims; 
Enquiry of management and those charged with governance to identify any material instances of non-compliance with laws and regulations;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias. 

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 Auditors' Report.

Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.



Darren O'Connor BSc (Hons) ACA FCCA (Senior Statutory Auditor)
  
for and on behalf of
James Cowper Kreston Audit
 
Chartered Accountants and Statutory Auditor
  
Reading Bridge House
George Street
Reading
Berkshire
RG1 8LS

26 August 2025
Page 7

 
NEPHOS TECHNOLOGIES LTD
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
Note
£
£

  

Turnover
 4 
24,652,819
27,376,068

Cost of sales
  
(14,984,655)
(19,386,852)

Gross profit
  
9,668,164
7,989,216

Administrative expenses
  
(9,350,240)
(7,357,928)

Operating profit
 5 
317,924
631,288

Interest receivable and similar income
  
-
1,167

Interest payable and similar expenses
  
(47,298)
(73,189)

Profit before tax
  
270,626
559,266

Tax on profit
 9 
(47,759)
(50,129)

Profit for the financial year
  
222,867
509,137

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 13 to 25 form part of these financial statements.

Page 8

 
NEPHOS TECHNOLOGIES LTD
REGISTERED NUMBER: 07725512

BALANCE SHEET
AS AT 31 MARCH 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 10 
26,741
38,645

  
26,741
38,645

Current assets
  

Debtors: amounts falling due after more than one year
 11 
-
21,357

Debtors: amounts falling due within one year
 11 
3,420,321
4,846,262

Cash at bank and in hand
 12 
7,989,428
2,822,585

  
11,409,749
7,690,204

Creditors: amounts falling due within one year
 13 
(7,785,249)
(4,029,561)

Net current assets
  
 
 
3,624,500
 
 
3,660,643

Total assets less current liabilities
  
3,651,241
3,699,288

Creditors: amounts falling due after more than one year
 14 
(50,000)
(350,000)

Provisions for liabilities
  

Deferred tax
 17 
(2,463)
(4,225)

  
 
 
(2,463)
 
 
(4,225)

Net assets
  
3,598,778
3,345,063


Capital and reserves
  

Called up share capital 
 18 
970
970

Capital redemption reserve
 19 
30
30

Other reserves
 19 
30,848
-

Profit and loss account
 19 
3,566,930
3,344,063

  
3,598,778
3,345,063


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



L Biggenden
Director

Date: 24 August 2025

The notes on pages 13 to 25 form part of these financial statements.

Page 9

 
NEPHOS TECHNOLOGIES LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Called up share capital
Capital redemption reserve
Share based payment reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 April 2024
970
30
-
3,344,063
3,345,063


Comprehensive income for the year

Profit for the year
-
-
-
222,867
222,867

Share option charge
-
-
30,848
-
30,848


At 31 March 2025
970
30
30,848
3,566,930
3,598,778


The notes on pages 13 to 25 form part of these financial statements.


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024


Called up share capital
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£

At 1 April 2023
970
30
2,834,926
2,835,926


Comprehensive income for the year

Profit for the year
-
-
509,137
509,137


At 31 March 2024
970
30
3,344,063
3,345,063


The notes on pages 13 to 25 form part of these financial statements.

Page 10

 
NEPHOS TECHNOLOGIES LTD
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
£
£

Cash flows from operating activities

Profit for the financial year
222,867
509,137

Adjustments for:

Depreciation of tangible assets
20,543
16,232

Loss on disposal of tangible assets
8,736
-

Interest paid
47,298
73,189

Interest received
-
(1,167)

Taxation charge
46,640
50,129

Decrease/(increase) in debtors
1,526,747
(1,740,274)

Increase in creditors
3,707,285
1,374,879

(Decrease) in amounts owed to related parties
(79,449)
(27,930)

Share based payment
30,848
-

Net cash generated from operating activities

5,531,515
254,195


Cash flows from investing activities

Purchase of tangible fixed assets
(17,374)
(26,116)

Interest received
-
1,167

Net cash from investing activities

(17,374)
(24,949)

Cash flows from financing activities

Repayment of loans
(300,000)
(300,000)

Repayment of/new finance leases
-
(7,416)

Interest paid
(47,298)
(73,189)

Net cash used in financing activities
(347,298)
(380,605)

Net increase/(decrease) in cash and cash equivalents
5,166,843
(151,359)

Cash and cash equivalents at beginning of year
2,822,585
2,973,944

Cash and cash equivalents at the end of year
7,989,428
2,822,585


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
7,989,428
2,822,585

7,989,428
2,822,585


The notes on pages 13 to 25 form part of these financial statements.

Page 11

 
NEPHOS TECHNOLOGIES LTD
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2025




At 1 April 2024
Cash flows
At 31 March 2025
£

£

£

Cash at bank and in hand

2,822,585

5,166,843

7,989,428

Debt due after 1 year

(350,000)

300,000

(50,000)

Debt due within 1 year

(386,296)

5,527

(380,769)


2,086,289
5,472,370
7,558,659

The notes on pages 13 to 25 form part of these financial statements.

Page 12

 
NEPHOS TECHNOLOGIES LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

1.


General information

Nephos Technologies Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 15-18 Great Newport Street, London, England, WC2H 7JE.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

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.

 
2.3

Revenue

Managed Service activities are invoiced and recognised on a monthly basis as it is a monthly  service. 
Buy and sell contracts are invoiced at the beginning of each contract. If the contract is a hardware or a single year subscription that is recognised 100% upfront as there is no further contractual obligation to the customer. 
Revenue from consulting contracts (including professional service, implementation services, training and consulting) is recognised over time using the stage of completion method, which reflects the transfer of services to the customer as work progresses. The percentage of completion is determined based on the Project Manager’s professional judgement and experience, taking into account factors such as hours incurred, milestones achieved, and deliverables completed.  

Page 13

 
NEPHOS TECHNOLOGIES LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.4

Operating leases: the Company as lessee

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

 
2.5

Pensions

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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.6

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 balance sheet 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 balance sheet 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 balance sheet date.


 
2.7

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 14

 
NEPHOS TECHNOLOGIES LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)


2.7
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Office equipment
-
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.

 
2.8

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.

 
2.9

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.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.10

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.

 
2.11

Financial instruments

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in
Page 15

 
NEPHOS TECHNOLOGIES LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)


2.11
Financial instruments (continued)

the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements have had the most significant effect on amounts recognised in the financial statements.
Bad debt provisions
Provisions are estimated by the company in respect of specific debts based upon the age of the debt and knowledge of known issues.

Page 16

 
NEPHOS TECHNOLOGIES LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Sales
24,652,819
27,376,068


Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
13,338,900
9,230,137

Rest of Europe
3,714
-

Rest of the World
11,310,205
18,145,931

Total
24,652,819
27,376,068



5.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Depreciation of tangible fixed assets
20,543
16,232

Exchange differences
41,529
(39,297)

Other operating lease rentals
86,707
95,146


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
16,000
13,620

Fees payable to the Company's auditors in respect of tax compliance
1,890
1,800
Page 17

 
NEPHOS TECHNOLOGIES LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2025
2024
£
£

Wages and salaries
6,430,633
5,138,711

Social security costs
874,987
646,962

Cost of defined contribution scheme
81,885
72,292

7,387,505
5,857,965


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Employees
74
64


8.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
491,000
373,000

Company contributions to defined contribution pension schemes
2,642
2,642

493,642
375,642


The highest paid director received remuneration of £254,460 (2024: £215,268).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2024: £1,321).

The directors comprise the key management personnel of the company.

Page 18

 
NEPHOS TECHNOLOGIES LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

9.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
51,563
2,042

Adjustments in respect of previous periods
(2,042)
-


49,521
2,042


Total current tax
49,521
2,042

Deferred tax


Origination and reversal of timing differences
(1,762)
48,087

Total deferred tax
(1,762)
48,087


Tax on profit
47,759
50,129

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
270,626
559,266


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)
67,738
139,817

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
7,283
14,428

Adjustments to tax charge in respect of prior periods
(37,690)
(32,411)

Foreign tax credits
10,428
-

Other differences leading to an increase (decrease) in the tax charge
-
(71,705)

Total tax charge for the year
47,759
50,129


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 19

 
NEPHOS TECHNOLOGIES LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

10.


Tangible fixed assets





Office equipment

£



Cost or valuation


At 1 April 2024
125,071


Additions
17,374


Disposals
(77,778)



At 31 March 2025

64,667



Depreciation


At 1 April 2024
86,426


Charge for the year
20,543


Disposals
(69,043)



At 31 March 2025

37,926



Net book value



At 31 March 2025
26,741



At 31 March 2024
38,645

Page 20

 
NEPHOS TECHNOLOGIES LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

11.


Debtors

2025
2024
£
£

Due after more than one year

Other debtors
-
21,357


2025
2024
£
£

Due within one year

Trade debtors
2,868,650
4,739,256

Amounts owed by related companies
107,379
27,930

Other debtors
34,214
524

Prepayments
410,078
78,552

3,420,321
4,846,262



12.


Cash and cash equivalents

2025
2024
£
£

Cash at bank and in hand
7,989,428
2,822,585



13.


Creditors: Amounts falling due within one year

2025
2024
£
£

CBILS loan
300,000
300,000

Trade creditors
5,252,977
2,549,564

Corporation tax
50,444
2,042

Other taxation and social security
739,452
640,748

Other creditors
102,982
87,425

Accruals and deferred income
1,339,394
449,782

7,785,249
4,029,561


See note 15 for details on the CBILS loan.
Page 21

 
NEPHOS TECHNOLOGIES LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

14.


Creditors: Amounts falling due after more than one year

2025
2024
£
£

CBILS loan
50,000
350,000


See note 15 for details on the CBILS loan.


15.


Loans


Analysis of the maturity of loans is given below:


2025
2024
£
£

Amounts falling due within one year

CBILS loan
300,000
300,000

Amounts falling due 1-2 years

CBILS loan
50,000
300,000


Amounts falling due after more than 5 years

CBILS loan
-
50,000

350,000
650,000


The company took out a loan for £1,500,000 under the UK CBILS scheme. The loan is being repaid by way of monthly repayments of £25,000, with interest being charged at 3.99% above Bank of England base rate. 


16.


Financial instruments

2025
2024
£
£

Financial assets


Financial assets that are debt instruments measured at amortised cost
11,302,370
7,684,779


Financial liabilities


Financial liabilities measured at amortised cost
(7,045,353)
(3,736,771)


Financial assets that are debt instruments measured at amortised cost comprise trade debtors, other debtors and cash at bank and in hand.


Financial liabilities measured at amortised cost comprise trade creditors, bank loans, amounts owed to group undertakings and other creditors.

Page 22

 
NEPHOS TECHNOLOGIES LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

17.


Deferred taxation




2025


£






At beginning of year
(4,225)


Charged to profit or loss
1,762



At end of year
(2,463)

The provision for deferred taxation is made up as follows:

2025
2024
£
£


Accelerated capital allowances
(2,463)
(4,225)

(2,463)
(4,225)


18.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



97,000 (2024 - 97,000) Ordinary shares of £0.01 each
970
970



19.


Reserves

Capital redemption reserve

This reserve records the nominal value of shares repurchased by the Company.

Share based payment reserve

The share based payment reserve represents the cumulative value of equity-settled share based payments.

Profit and loss account

Includes all current and prior year retained profit and losses.

Page 23

 
NEPHOS TECHNOLOGIES LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

20.


Share-based payments

The Company operates an equity settled stock award scheme, whereby employees of the company may be granted share options. The options are subject to various vesting conditions and may not be exercised until these have been met.
The share based payment charge for the year was £30,848 (2024: £Nil).

Weighted average exercise price (pence)
2025
Number
2025

Granted

2,000.00

14,266

Outstanding at the end of the year
2,000.00

14,266


2025

Option pricing model used


Black-Scholes

Weighted average share price (pounds)


2,000.00

Exercise price (pounds)


0.75-42.00

Weighted average contractual life (years)


8.72

Expected volatility


35.97%

Risk-free interest rate


0.45-3.43%




21.


Pension commitments

The company operates a defined contribution 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 £81,885 (2024: £72,292). Contributions totalling £22,213 (2024: £1,129) were payable to the fund at the balance sheet date.

Page 24

 
NEPHOS TECHNOLOGIES LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

22.


Commitments under operating leases

At 31 March 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£


Not later than 1 year
88,526
78,228

Later than 1 year and not later than 5 years
18,107
2,263

106,633
80,491


23.


Related party transactions

At 31 March 2025, £80,769 was owed to the directors (2024: £86,296). 
At 31 March 2025 there was a balance owed from Nephos Technologies Canada Inc of £107,369 (2024: £27,930), a company under common control. Within the year there were sales of £1,381,131 (2024: £63,271) and purchases of £nil (2024: £20,541). 


24.


Controlling party

In the opinion of the directors, the company is not controlled by any one person. 


Page 25