ACCOUNTS - Final Accounts

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

Registered number: 11861854

PHINSYS GROUP HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

PHINSYS GROUP HOLDINGS LIMITED

COMPANY INFORMATION

Directors	S Conibear
	R Tyler
	C Folley
	N Greenacre


Registered number	11861854


Registered office	Tower 42
	25 Old Broad Street
	London, United Kingdom
	EC2N 1HQ


Independent auditor	MHA
	Victoria Court
	17-21 Ashford Road
	Maidstone
	Kent
	ME14 5DA

PHINSYS GROUP HOLDINGS LIMITED

CONTENTS

	Page
Group strategic report	1 - 2
Directors' report	3 - 4
Independent auditor's report	5 - 8
Consolidated statement of comprehensive income	9
Consolidated balance sheet	10 - 11
Company balance sheet	12
Consolidated statement of changes in equity	13
Company statement of changes in equity	14
Consolidated statement of cash flows	15 - 16
Consolidated analysis of net debt	17
Notes to the financial statements	18 - 39

PHINSYS GROUP HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors present their strategic report for Phinsys Group Holdings Limited (“the Company”) and its subsidiaries (collectively the “Group”) for the year ended 31 December 2024.
The principal activity of the Group during the year continued to be the development and provision of software solutions and related support services to optimise finance and accounting processes in the global insurance industry.

Business review

During the year, the Group maintained stable trading performance, continuing to serve its existing client base while developing several new opportunities. Turnover remained broadly in line with expectations, and operating margins have improved on prior years results.
Investment in product development and service delivery continued, reflecting the Group’s long-term commitment to innovation and quality. The Group maintained a prudent cost structure, supporting operational resilience and business continuity.
Management considers the performance during the year to be robust, reflecting steady demand for technology solutions within the insurance sector and the Group’s ability to adapt to evolving client needs and regulatory requirements.
Going Concern
The directors have considered the projected operational and financial performance of the Group and the Company for a period extending at least 12 months from the approval of these financial statements. Based on this the directors have a reasonable expectation that the Group and the Company will have adequate resources to continue operating for at least the next 12 months and have therefore prepared the financial statements on a basis of going concern.

Page 1

PHINSYS GROUP HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

The Group continuously monitors the business and industry in which it operates and are well place to act when any risks are identified. The main financial risks and how they are managed are identified below:
Operational risk
Reliance on key personnel and the risk of delays in product development are managed through workforce planning, use of standardised project management processes, and ongoing staff training.
Cybersecurity risk
Data integrity and system security are managed through regular testing, security protocols, and third-party assessments where appropriate.
Foreign exchange risk
The Group exposure to foreign exchange risk is limited as majority of trading in in GBP. Currency held is within reasonable limits and these exposures are not hedged. No further risks are identified that would require hedging and no action is required at present.
Credit risk
The Group constantly monitors trade receivables and debtor days. The directors believe the risk is commercially reasonable and no action is required at present.
Liquidity risk
Cashflow and working capital are reviewed regularly to mitigate any risk. The Group is cash positive at year end and does not rely on any external funding or overdraft facilities to finance trading.

Financial key performance indicators

The directors monitor a range of financial KPIs to assess the Group’s performance and progress against strategic objectives. Key indicators for the year ended 31 December 2024 are summarised below:

∙Revenue remained stable at £11.36m (2023: £11.61m), reflecting a deliberate focus on quality of earnings and customer retention over short-term top-line expansion.

∙Gross profit margin improved significantly to 62% (2023: 52%), driven by an improved sales mix increasing higher margin revenue items and increased operational efficiency.

∙Operating profit margin rose to 20% (2023: 6%), primarily reflecting improved gross margins and the capitalisation of eligible development costs in line with FRS 102. This treatment aligns with the Group’s continued investment in proprietary software development and supports long-term asset creation.

∙Debtor days reduced to 41 days (2023: 46 days), reflecting improvements in credit control and customer payment processes.

∙R&D expenditure remained strong at 16% of revenue (2023: 11%), reflecting the Group’s continued commitment to innovation, product scalability, and development of new functionality for the core platform.

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

R Tyler

Director

Date: 9 October 2025

Page 2

PHINSYS GROUP HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 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 judgements 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 2006. They 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.

Results and dividends

The profit for the year, after taxation, amounted to £1,965,899 (2023 - £901,910).
A dividend of £300,000 was paid in the year ended 31 December 2024 (2023: £Nil).

Directors

The directors who served during the year were:

S Conibear

R Tyler

C Folley

N Greenacre

Future developments

The Group intends to continue investing in its core products and services, with plans to explore opportunities for growth through modest expansion of its service offerings and client base. The directors will continue to monitor economic conditions and adapt the business strategy accordingly to maintain financial and operational stability.

Page 3

PHINSYS GROUP HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

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.

Post balance sheet events

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

Auditor

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP. MHA, will 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.

R Tyler

Director

Date: 9 October 2025

Page 4

PHINSYS GROUP HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PHINSYS GROUP HOLDINGS LIMITED

Opinion

We have audited the financial statements of Phinsys Group Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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.

Other matters

The prior year figures are unaudited.

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 Group's or the parent 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.

Page 5

PHINSYS GROUP HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PHINSYS GROUP HOLDINGS LIMITED (CONTINUED)

Other information

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

We have nothing to report in this regard.

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 Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent Company 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.

Page 6

PHINSYS GROUP HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PHINSYS GROUP HOLDINGS LIMITED (CONTINUED)

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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

∙enquiry of management around actual and potential litigation claims;

∙enquiry of entity staff to identify any instances of non-compliance with laws and regulations;

∙performing audit work over the risk of 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 bias;

∙reviewing minutes of meetings of those charged with governance; and

∙reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulation.

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.

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 Auditor's report.

Page 7

PHINSYS GROUP HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PHINSYS GROUP HOLDINGS LIMITED (CONTINUED)

Use of our report

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

Duncan Cochrane-Dyet BSc BFP FCA (Senior Statutory Auditor)

for and on behalf of

MHA

Statutory Auditor

Maidstone
United Kingdom

16 October 2025
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)

Page 8

PHINSYS GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	11,356,108	11,606,607
Cost of sales		(4,306,744)	(5,559,304)
Gross profit		7,049,364	6,047,303
Administrative expenses		(4,728,367)	(5,300,208)
Operating profit	5	2,320,997	747,095
Income from participating interests		(14,070)	-
Interest receivable and similar income	9	19,455	4,324
Interest payable and similar expenses	10	(68,110)	(11,192)
Profit before taxation		2,258,272	740,227
Tax on profit	11	(292,373)	161,683
Profit for the financial year		1,965,899	901,910


Total comprehensive income for the year		1,965,899	901,910

Profit for the year attributable to:
Owners of the parent Company	1,965,899	901,910
	1,965,899	901,910

Total comprehensive income for the year attributable to:
Owners of the parent Company	1,965,899	901,910
	1,965,899	901,910

The notes on pages 18 to 39 form part of these financial statements.

Page 9

PHINSYS GROUP HOLDINGS LIMITED

REGISTERED NUMBER: 11861854

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	13		2,691,760		1,004,896
Tangible assets	14		63,202		243
Investments	15		-		14,070
Current assets
Debtors: amounts falling due after more than one year	16	200,000		-
Debtors: amounts falling due within one year	16	3,873,425		3,497,250
Cash at bank and in hand	17	1,084,560		2,140,877
		5,157,985		5,638,127
Creditors: amounts falling due within one year	18	(4,770,820)		(4,381,108)
Net current assets			387,165		1,257,019
Total assets less current liabilities			3,142,127		2,276,228
Creditors: amounts falling due after more than one year	19		(66,667)		(866,667)

Net assets			3,075,460		1,409,561

Capital and reserves
Called up share capital	22	1,925	1,925
Share premium account	23	2,500,248	2,500,248
Merger reserve	23	(2,491,594)	(2,491,594)
Profit and loss account	23	3,064,881	1,398,982
		3,075,460	1,409,561

Page 10

PHINSYS GROUP HOLDINGS LIMITED

REGISTERED NUMBER: 11861854

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

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

R Tyler

Director

Date: 9 October 2025

The notes on pages 18 to 39 form part of these financial statements.

Page 11

PHINSYS GROUP HOLDINGS LIMITED

REGISTERED NUMBER: 11861854

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	15		2,516,242		2,516,242
			2,516,242		2,516,242
Current assets
Debtors: amounts falling due after more than one year	16	200,000		-
Debtors: amounts falling due within one year	16	85,264		1
		285,264		1
Creditors: amounts falling due within one year	18	(286,932)		(23,663)
Net current liabilities			(1,668)		(23,662)
Total assets less current liabilities			2,514,574		2,492,580


Net assets			2,514,574		2,492,580

Capital and reserves
Called up share capital	22		1,925		1,925
Share premium account	23		2,500,248		2,500,248
Profit and loss account brought forward		(9,593)		(7,004)
Profit/(loss) for the year		321,994		(2,589)
Dividends paid		(300,000)		-
Profit and loss account carried forward			12,401		(9,593)
			2,514,574		2,492,580

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

R Tyler

Director

Date: 9 October 2025

The notes on pages 18 to 39 form part of these financial statements.

Page 12

PHINSYS GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Merger reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2023	1,925	2,500,248	(2,491,594)	497,072	507,651
Comprehensive income for the year
Profit for the year	-	-	-	901,910	901,910

At 1 January 2024	1,925	2,500,248	(2,491,594)	1,398,982	1,409,561
Comprehensive income for the year
Profit for the year	-	-	-	1,965,899	1,965,899
Dividends: Equity capital	-	-	-	(300,000)	(300,000)
At 31 December 2024	1,925	2,500,248	(2,491,594)	3,064,881	3,075,460

The notes on pages 18 to 39 form part of these financial statements.

Page 13

PHINSYS GROUP HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	1,925	2,500,248	(7,004)	2,495,169
Comprehensive income for the year
Loss for the year	-	-	(2,589)	(2,589)

At 1 January 2024	1,925	2,500,248	(9,593)	2,492,580
Comprehensive income for the year
Profit for the year	-	-	321,994	321,994
Dividends: Equity capital	-	-	(300,000)	(300,000)
At 31 December 2024	1,925	2,500,248	12,401	2,514,574

The notes on pages 18 to 39 form part of these financial statements.

Page 14

PHINSYS GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit for the financial year	1,965,899	901,910
Adjustments for:
Amortisation of intangible assets	130,156	67,583
Depreciation of tangible assets	8,401	2,866
Interest paid	68,110	11,192
Interest received	(19,455)	(4,324)
Taxation charge	292,373	(161,683)
(Increase)/decrease in debtors	(182,333)	289,741
(Increase)/decrease in amounts owed by groups	(691,719)	483,720
Increase in creditors	135,506	337,786
Increase in amounts owed to groups	250,000	-
Share of operating profit in associates	14,070	-
Corporation tax (paid)/received	(90,290)	90,366
Net cash generated from operating activities	1,880,718	2,019,157

Cash flows from investing activities
Development of intangible fixed assets	(1,817,020)	(1,000,005)
Purchase of tangible fixed assets	(71,360)	-
Purchase of share in associates	-	(14,070)
Interest received	19,455	4,324
Net cash from investing activities	(1,868,925)	(1,009,751)

Page 15

PHINSYS GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023
		£	£


Cash flows from financing activities
New secured loans	-	925,000
Repayment of loans	(700,000)	-
Dividends paid	(300,000)	-
Interest paid	(68,110)	(11,192)
Net cash used in financing activities	(1,068,110)	913,808
Net (decrease)/increase in cash and cash equivalents	(1,056,317)	1,923,214
Cash and cash equivalents at beginning of year	2,140,877	217,663
Cash and cash equivalents at the end of year	1,084,560	2,140,877

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,084,560	2,140,877
	1,084,560	2,140,877

The notes on pages 18 to 39 form part of these financial statements.

Page 16

PHINSYS GROUP HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	At 31 December 2024
£	£	£

Cash at bank and in hand	2,140,877	(1,056,317)	1,084,560
Debt due after 1 year	(766,667)	700,000	(66,667)
Debt due within 1 year	(200,000)	-	(200,000)
	1,174,210	(356,317)	817,893

The notes on pages 18 to 39 form part of these financial statements.

Page 17

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Phinsys Group Holdings Limited is a private Company limited by shares incorporated in England and Wales in the United Kingdom. The address of the registered office is Tower 42 25 Old Broad Street, London, EC2N 1HQ.
The principal activity of the Company continued to be that of a holding company.
The financial statements are presented in Sterling which is the functional currency of the Company and rounded to the nearest £1.

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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).

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 Balance sheet, 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 statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

The subsidiary undertakings Phinsys Limited and FS-Teq Limited have claimed the exemption from under audit under the provisions of section 479A of the Companies Act 2006.

Page 18

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Going concern

The directors have considered all available relevant information including annual budgets and forecasts, future cashflows and the potential impact of subsequent events in making their assessment.
Based on this assessment and having regard to the resources available to the Group, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing these accounts.

2.4

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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

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 19

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

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:

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.

2.6

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.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

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

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 20

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

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 Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

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 balance sheet 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 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;

∙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 balance sheet date.

Page 21

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

				Goodwill	-	10	years
				Software	-	5	years

2.13

Development costs

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. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives of five years. 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.

2.14

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 22

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.14

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:

Fixtures and fittings	-	5 years
Office equipment	-	3 years
Computer equipment	-	5 years

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.

2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.16

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

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 balance sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

2.17

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 23

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.18

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 Consolidated 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 Group's cash management.

2.19

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.

2.20

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.

2.21

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.

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 Group's cash and cash equivalents, trade and most other debtors 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 instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Page 24

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.21

Financial instruments (continued)

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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.

2.22

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

No significant judgements have been made by management in preparing these financial statements other than those disclosed in note 2.

Page 25

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Consultancy	10,926,884	10,747,082
Intercompany recharges	429,224	859,525
	11,356,108	11,606,607

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	9,004,939	8,741,741
Rest of the world	2,351,169	2,864,866
	11,356,108	11,606,607

	Exchange differences	(39,235)	98,006
	Other operating lease rentals	114,943	55,149

The audit of the consolidated, parent and group companies financial statements	27,018	17,085
Tax compliance services	6,237	3,288
All other non-audit services	25,592	13,319

Page 26

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2024	2023
		£	£


Wages and salaries	784,633	886,314
Social security costs	97,707	112,502
Cost of defined contribution scheme	43,903	51,044
	926,243	1,049,860

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

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Employees and directors	25	19	4	4

8.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	36,384	38,298
	36,384	38,298

The compensation paid or payable to key management for employee services is £36,384 (2023 - £38,298).

9.	Interest receivable
		2024	2023
		£	£

	Other interest receivable	19,455	4,324
		19,455	4,324

Page 27

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.	Interest payable and similar expenses
		2024	2023
		£	£

Bank interest payable	68,107	11,192
Other interest payable	3	-
	68,110	11,192

Corporation tax
Current tax on profits for the year	106	36
	106	36

Total current tax	106	36

Deferred tax
Origination and reversal of timing differences	292,267	(161,719)
Total deferred tax	292,267	(161,719)


	Tax on profit	292,373	(161,683)

Page 28

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Taxation (continued)

Profit on ordinary activities before tax

2,258,272

740,227

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)	564,568	174,101
Effects of:
Non-tax deductible amortisation of goodwill and impairment	24,993	5,875
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	32,348	13,492
Capital allowances for year in excess of depreciation	226	-
Adjustment in research and development tax credit leading to a decrease in the tax charge	(389,570)	(330,470)
Remeasurement of deferred tax for changes in tax rates	-	(9,624)
Adjustments in respect of prior periods (deferred tax)	55,754	-
Movement in deferred tax not recognised	(1,942)	(13,077)
Other differences leading to an increase/(decrease) in the tax charge	5,996	(1,980)
Total tax charge for the year	292,373	(161,683)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

12.	Dividends
		2024	2023
		£	£

	Ordinary dividends paid	300,000	-
		300,000	-

Page 29

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Intangible assets
	Group and Company

	Software	Goodwill	Total
	£	£	£
Cost
At 1 January 2024	251,811	999,702	1,251,513
Additions	1,817,020	-	1,817,020
Disposals	(251,811)	-	(251,811)
At 31 December 2024	1,817,020	999,702	2,816,722
Amortisation
At 1 January 2024	221,625	24,992	246,617
Charge for the year on owned assets	30,186	99,970	130,156
On disposals	(251,811)	-	(251,811)
At 31 December 2024	-	124,962	124,962
Net book value
At 31 December 2024	1,817,020	874,740	2,691,760
At 31 December 2023	30,186	974,710	1,004,896

Page 30

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Tangible fixed assets
	Group

	Fixtures and fittings	Office equipment	Computer equipment	Total
	£	£	£	£
Cost or valuation
At 1 January 2024	81,582	40,931	-	122,513
Additions	7,523	32,560	31,277	71,360
Disposals	(73,018)	(37,044)	-	(110,062)
At 31 December 2024	16,087	36,447	31,277	83,811
Depreciation
At 1 January 2024	81,582	40,688	-	122,270
Charge for the year on owned assets	927	3,076	4,398	8,401
Disposals	(73,018)	(37,044)	-	(110,062)
At 31 December 2024	9,491	6,720	4,398	20,609
Net book value
At 31 December 2024	6,596	29,727	26,879	63,202
At 31 December 2023	-	243	-	243

15.	Fixed asset investments
	Group

		Investments in associates
		£

	At 1 January 2024	14,070
	Share of loss	(14,070)
	At 31 December 2024	-

Page 31

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Company

	Investments in subsidiary companies	Investments in associates	Total
	£	£	£
Cost or valuation
At 1 January 2024	2,502,172	14,070	2,516,242
At 31 December 2024	2,502,172	14,070	2,516,242

Subsidiary undertakings are disclosed in note 28.

16.	Debtors
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Due after more than one year
Other debtors	200,000	-	200,000	-
	200,000	-	200,000	-

An amount of £250,000 is included as Other debtors in relation to a loan outstanding at the year end. The loan is secured by means of 48 ordinary shares that will be issued to the Company by the borrower, should the borrower default on the loan.
The loan amount is payable at a minimum of £50,000 by no later than 29 November 2025, an additional £50,000 by not later than 29 November 2026 and the remaining balance and interest by 29 December 2026. The loan is interest bearing at 8% per annum.

Page 32

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.Debtors (continued)


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

Due within one year
Trade debtors	1,268,274	1,464,809	-	-
Amounts owed by group undertakings	2,065,660	1,379,551	20,638	-
Other debtors	264,777	64,231	50,001	1
Prepayments and accrued income	178,913	200,591	3,696	-
Deferred taxation	95,801	388,068	10,929	-
	3,873,425	3,497,250	85,264	1

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

17.	Cash and cash equivalents
		Group	Group
		2024	2023
		£	£

Cash at bank and in hand	1,084,560	2,140,877
	1,084,560	2,140,877

18.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank loans	200,000	200,000	-	-
Trade creditors	1,049,382	1,179,480	-	-
Amounts owed to group undertakings	-	-	-	21,432
Corporation tax	142	90,326	-	-
Other taxation and social security	252,972	207,206	-	-
Other creditors	372,979	19,286	250,000	-
Accruals and deferred income	2,895,345	2,684,810	36,932	2,231
	4,770,820	4,381,108	286,932	23,663

Amounts owed to group undertakings are unsecured and repayable on demand.

Page 33

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

19.	Creditors: Amounts falling due after more than one year
		Group	Group
		2024	2023
		£	£

Bank loans	66,667	766,667
Other creditors	-	100,000
	66,667	866,667

20.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group
		2024	2023
		£	£

Amounts falling due within one year
Bank loans	200,000	200,000
	200,000	200,000
Amounts falling due 1-2 years
Bank loans	66,667	200,000
	66,667	200,000
Amounts falling due 2-5 years
Bank loans	-	566,667
	-	566,667

	266,667	966,667

The bank loan is repayable in 2028, and is secured by means of a mortgage debenture incorporating a fixed and floating charge over all assets of the creditor company (Phinsys Limited), in addition to a director's personal guarantee. Interest is payable quarterly at 3.25% p.a. over the bank's base rate.

Page 34

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Deferred taxation
	Group

		2024
		£

	At beginning of year	388,068
	Charged to profit or loss	(292,267)
	At end of year	95,801

Company

		2024
		£

	Charged to profit or loss	10,929
	At end of year	10,929

The deferred tax asset is made up as follows:
	Group	Group	Company
	2024	2023	2024
	£	£	£

Accelerated capital allowances	(470,056)	149	-
Tax losses carried forward	564,512	386,004	10,929
Short term timing differences	1,345	1,915	-
	95,801	388,068	10,929

22.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

1,925 (2023 - 1,925) Ordinary shares of £1.00 each	1,925	1,925

Page 35

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

23.

Reserves

Share premium account

The share premium reserve represents the premium arising on the issue of equity shares.

Merger reserve

The merger reserve includes differences between the carrying value of the investments in the accounts of the parent company and the nominal value of the shares acquired in the subsidiary due to a share for share transfer.

Profit and loss account

The profit and loss account represents accumulated profits and losses available for distribution.

24.	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 £43,903 (2023: £51,044). Contributions totalling £11,792 (2023: £13,932) were payable to the fund at the balance sheet date and are included in creditors.

25.	Commitments under operating leases
	At 31 December 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	141,075	42,633
Later than 1 year and not later than 5 years	865,260	-
	1,006,335	42,633

Page 36

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

26.

Related party transactions

Group
Transactions with associates:
During the year, the Group incurred expenses of £153,341 (2023 - £nil) and made intercompany loans of £338,319 (2023 - £nil) with Phinsys Solutions Limited (incorporated in UAE), a 100% owned subsidiary of Phinsys International Limited, the Group’s associate. At the year end, £184,978 (2023: £nil) was outstanding and included within debtors. The balance is unsecured and there are no guarantees given or received.
Transactions with shareholders:
Consultancy costs of £259,801 (2023: £246,492) were payable to Knoxbridge Consulting Limited (incorporated in England and Wales), a company owned 100% by N Greenace, a director. At the year end, £50,160 (2023: £45,600) was outstanding and included within creditors.
Consultancy costs of £283,596 (2023: £281,300) were payable to Poplar Solutions Limited (incorporated in England and Wales), a company owned 100% by S Conibear, a director. At the year end, £52,117 (2023: £45,600) was outstanding and included within creditors.
Consultancy costs of £80,000 (2023: £Nil) were payable to Tyler Consulting Limited (incorporated in England and Wales), a company owned 100% by R Tyler Group Limited, a shareholder, which is owned 100% by R Tyler, a director. At the year end, £Nil (2023: £Nil) was outstanding and included within creditors.
Consultancy costs totalling £870,762 (2023: £1,188,546) were payable to minority shareholders. At the year end, £139,333 (2023: £172,553) was outstanding and included within creditors.
Transactions with key management personnel:
Key management includes the directors of the Company.
During the year, the Group incurred expenses of £82,216 (2023 - £1,219,769) and made intercompany loans of £486,277 (2023 - £nil) with Phinsys Technologies Limited (incorporated in Bermuda), a company owned 100% by R Tyler, a director who holds significant influence in the Group. There were also foreign exchange movements of £24,263 (2023 - £nil) in favour of the Group. At the year end, £1,256,827 (2023: £828,503) was outstanding and included within debtors. The balance is unsecured and there are no guarantees given or received.
During the year, the Group incurred expenses of £1,237,487 (2023: £530,416) and provided services resulting in income of £983,602 (2023: £1,440,569) with Phinsys US LLC (incorporated in Delaware, USA), a company owned 80% by R Tyler, a director who holds significant influence in the Group. There were also foreign exchange movements of £14,921 (2023 - £nil) in favour of the Group. At the year end, £623,855 (2023: £550,962) was outstanding and included within debtors. The balance is unsecured and there are no guarantees given or received.
See note 8 for disclosure of the directors’ remuneration and key management compensation.

Page 37

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

26.Related party transactions (continued)

27.	Controlling party

There is no parent company or ultimate controlling party.

28.	Subsidiary undertakings
	Subsidiary undertakings
	The following were subsidiary undertakings of the Company:
	Name	Registered office	Class of shares	Holding

	Phinsys Limited (Registered number: 07436301)	Tower 42 25 Old Broad Street, London, United Kingdom, EC2N 1HQ	Ordinary	100%
	*FS-Teq Limited (Registered number: 09794302)	Tower 42 25 Old Broad Street, London, United Kingdom, EC2N 1HQ	Ordinary	100%

*The interest in this subsidiary is held indirectly through wholly owned subsidiary undertakings.
Phinsys Limited and FS-Teq Limited are exempt from the requirement to have an audit under the provisions of section 479A of the Companies Act 2006.

Page 38

PHINSYS GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

28.Subsidiary undertakings (continued)

	Associated undertakings
	The Group had three associated undertakings in the year with a 49% holding in each: Phinsys International Limited had a loss in the year of £3,490 and equity of £26,762. Phinsys Solutions Limited (UAE) had a loss in the year of £32,739 and equity of (£33,331). Phinsys US Inc had a loss in the year of £16,042 and equity of (£34,504).

Page 39