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Registered number: 04551868 SYNECHRON LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
SYNECHRON LIMITED
COMPANY INFORMATION
Directors | P Cambden
| F Husain
| T Saulat
Registered number | 04551868
Registered office | Seventh Floor
| 95 Gresham Street
| London
| EC2V 7NA
Independent auditors | Sopher + Co LLP
| Chartered Accountants & Statutory Auditors
| 5 Elstree Gate
| Elstree Way
| Borehamwood
| Hertfordshire
| WD6 1JD
SYNECHRON LIMITED
CONTENTS
| Page
Strategic Report | 1 - 5
Directors' Report | 6 - 8
Independent Auditors' Report | 9 - 12
Statement of Comprehensive Income | 13
Statement of Financial Position | 14
Statement of Changes in Equity | 15
Statement of Cash Flows | 16
Analysis of Net Debt | 17
Notes to the Financial Statements | 18 - 32
SYNECHRON LIMITED
STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2025
Introduction
The directors present the strategic report for the year ended 31 March 2025.
Business review
The purpose of this strategic report is to inform the members of the company and help them assess how the directors have performed their duty. Synechron Limited is a one of the leading digital transformation companies focused exclusively on the financial services industry. It operates mainly in three key areas: Digital: As a Digital IT Consulting firm Synechron is guiding the clients through change with a unique combination of Digital Strategy, Experience Design, Innovation, and Creative & Emerging Engineering services. Its domain expertise allows its clients to apply these approaches across channels to overcome legacy infrastructures, work in cross-functional teams, and develop everything from Minimum Viable Products (MVPs) to enterprise-scale systems. Business Consultancy: Synechron Business Consulting provides expert management consulting services to global financial services and insurance organisations, in areas related to business transformation, innovation and market disruption. It focuses exclusively on Banking, Financial Services, and Insurance, and therefore, brings to its clients a deep knowledge of the challenges, operations, and best practices in their industry. It helps them solve the most complex business challenges across a number of areas. These include capital markets, commercial banking, investment banking, retail banking, wealth and asset management, corporate cards and payments, exchange and financial operators, custody, and insurance (property & casualty and re-insurance). Technology: Synechron Technology provides systems integration expertise and technical development work in highly complex areas within financial services. This includes Enterprise Architecture & Strategy, Application Development & Maintenance, Quality Assurance, Infrastructure Management, Data & Analytics and Cloud Computing. Synechron is also one of the world's leading systems integrators for specialist technology solutions including Murex, Calypso, Pega, and others and also provides traditional offshoring capabilities. Strategy The company is positioning itself as a well-differentiated supplier for specialised or niche consultancy services, working with clients in multiple international financial centers. The business's strategic vision is to increase its value to clients by offering enhanced solution-based consultancy and technology services, in addition to its thriving digital business. The results for the year and financial position of the company are shown in the annexed financial statements. Environmental The company recognises its corporate responsibility to carry out its operations whilst minimising environmental impacts. The directors’ continued aim is to comply with all applicable environmental legislation, prevent pollution and reduce waste wherever possible. The total energy use during the year including electricity, gas, and transport fuel, was 87,654.4 KWh. The emissions in CO2 (carbon dioxide equivalent) related to purchased energy consumption amounted to 0 MT CO2e (market based) as Synechron purchased iRECs to offset its Global Scope 2 emissions as the landlords manage the refrigerants, making it out of scope for our operational boundary. Additionally, we do not have any company owned vehicles in the London area. The financial year FY24–25 marks our second year of calculating global emissions, with FY23–24 remaining our base year. During the last financial year, we worked closely with landlords to increase the procurement of renewable energy and improve visibility around renewable sources. At the same time, we encouraged employees to adopt sustainable practices, such as using public transportation and switching off unnecessary Page 1
SYNECHRON LIMITED
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025 lights and gadgets. To further strengthen our efforts, the company invested in renewable energy certificates globally, ensuring that Scope 2 emissions remained zero and enabling us to achieve 100% renewable energy status. Additionally, since we do not own any vehicles for our London office, our focus continues to remain on reducing electricity-related emissions and promoting sustainable workplace practices. To calculate energy consumption using the GHG Protocol, we gather electricity (kWh) and gas (m³ or kWh) data from bills, convert all to kWh, and sum the totals. We then multiply by UK-specific emission factors to estimate emissions. Source of EF = https://www.carbonfootprint .com/international_electricity_factors .html. The company’s governance arrangements for assessing and managing climate-related risks and opportunities are overseen by the Board of Directors. The board is responsible for monitoring climate-related risks and ensuring these factors are integrated into the company’s strategic decision-making processes. To support its work, the company has engaged Environmental Resource Management (ERM), an environmental consultancy, to provide a detailed climate risk assessment report. This engagement supports the company’s strategy in addressing climate-related risks and opportunities in a comprehensive and systematic way. Climate-related risks are fully integrated into the company’s overall risk management process. These risks are evaluated on an ongoing basis, and mitigation measures are incorporated into business planning, operations, and strategic development. The company ensures that climate-related considerations are factored into the company’s business continuity planning, investment decisions, and performance evaluations. The company has set a target to reduce carbon emission, reduce energy consumption and to obtain some energy from renewable resources. The company is committed to proactively managing climate-related risks and capitalizing on climate-related opportunities. By aligning with ERM recommendations, integrating climate risks into our overall risk management framework, and setting measurable targets, we aim to contribute to a more sustainable future while ensuring the long-term resilience and success of the business.
Principal risks and uncertainties
The industry is in a state of flux, due to macroeconomic pressures, monumental costs and complexities associated with regulation especially IR35, demands from customers for higher yields and lower fees. Demand for tech-inspired innovation is gaining traction with investment banks and they are beginning to outsource critical IT infrastructure and its manually intensive and costly processes. The 'democratisation' of capital markets technology has already seen buy-side institutions (e.g. Asset managers) assuming more control over their trading systems, reducing their dependency on the investment banks and market makers. This shift will continue as the buy-side becomes more empowered, seeks to preserve returns in a difficult market, takes more control over the quality of execution, and the struggles with its capacity to respond. For those investment banks that wish to thrive, it is imperative that they adapt with new business processes and capital markets operating models. The emergence of Fintech (essentially, new cutting edge technologies and disruptive innovations aimed at the financial services sector, usually created by firms outside the industry) represents both a threat and an opportunity for the industry. Business Environment Whilst there has been a significant amount of holistic and business environmental changes, particularly for the Global Tier I Investment Banks, we strongly believe that the emerging climate is creating a tremendous opportunity for Synechron today and moving forward. Since 2008 each of our major Investment Banking clients has embarked upon a fundamental strategic review and overhaul. At its core, this process has involved a determination of where each bank sees its unique competitive advantage as well as where it envisages future opportunity. This review process involves a consideration of which business lines, services and products will maximise profitability and shareholder value whilst utilising scarce capital in the most effective manner. Regulatory Change To the extent that a financial institution wishes to actively participate in a particular product, market or location, it Page 2
SYNECHRON LIMITED
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025 is under increasing pressure to fully comply with the attendant regulatory provisions. In light of perceived "failures" during the market disruption starting in 2008, the overall number, scope and impact of regulations has increased dramatically. In addition, regulators have significantly enhanced their capabilities for oversight and enforcement, in part funded by the growing financial penalties they are able to levy for historical, or current, non-compliance. From a budgetary perspective this involves a bank having to create programs of change whose successful execution is essentially mandatory and non-negotiable. Additionally, many programs' end dates are fixed by an external regulatory body. Given recent cost pressures (see below), many of our clients no longer have adequate capacity or expertise to fully execute these programs using internal resources. Cost Focus A decline in banks' revenues and profitability over recent years has led to an increasing focus on cost reduction across all of our clients. In other cases, strategic decisions have seen clients scale back on parts of their operation; for example, they may choose to trade particular asset classes on behalf of their customers on an agency basis (client facilitation) but no longer on their own account (proprietary trading). All clients have reduced personnel in various targeted ways: along lines of business, in particular countries or regions, or within particular functions. In the latter case, non-revenue generating functions (such as IT, Operations and the rest of the Back Office) have seen budgets reduced sharply. This has specific implications for the organisation's internal capability to adapt - through the delivery of change programs - as described above. This dynamic presents an obvious opportunity for Synechron to assist in program delivery within our areas of specialism. Statement in relation to section 172(1) Companies Act 2006 This statement which forms part of the Strategic Report, is intended to show how the company's directors have approached and met their responsibilities under section 172 Companies Act 2006 during 2024. The statement has been prepared in response to the obligations as set out in the Companies (Miscellaneous Reporting) Regulations 2018. As required by section 172 of the UK Companies Act 2006, a director of a company must act in a way he/she considers, in good faith, would most likely promote the success of the company for the benefit of its members. In doing this, the director must have regard, amongst other matters, to: - The likely consequences of any decisions on the long-term; - The interests of the company's employees; - The need to foster the company's business relationships with suppliers, customers, and others; - The impact of the company's operations on the community and environment, - The desirability of the company maintaining a reputation for high standards of business conduct; - The need to act fairly between shareholders of the company. Members and Employees The members of the Company along with any future employees, are considered essential to the Company’s future. The interests and wellbeing of all members and future employees are held in the highest regard and the Company is dependent on a collegial environment to ensure success. Scheduled meetings are held on a regular basis to ensure all members are informed of business decisions and material information as it pertains to the Company. Equal opportunities are offered to all, regardless of gender, race, ethnicity or national origin, sexual orientation, religious belief, colour, disability, marital status, or age. All applicants are treated equally in respect to any recruitment, promotion, training, pay and other employment policies and practices. Under no circumstances will discrimination against any individual or group be tolerated. Page 3
SYNECHRON LIMITED
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025 Business Relationships Business relationships are held in the utmost regard and are critical to the success of the Company. This includes all vendors, service providers, advisers, and strategic partnership with whom the Company initiates and maintains a professional relationship. Of particular importance as it pertains to the Company is our partners in the finance, compliance, and law areas to assist with navigating local guidelines and procedures with the highest integrity. Community and Environment The company actively works to protect and operate harmoniously within its surrounding environment and local community. As part of the day-to-day running of the business it consistently considers its impact and how its operations can benefit the local community and environment. Standards of Business Conduct One of the tenets the Company was built upon is upholding a reputation for high standards of business conduct and ethics. We continue to focus our efforts around maintaining this reputation, which is a guiding beacon in our path to help our investments and shareholders succeed. When considering any business activity or conduct, much thought is given to longer-term implications of that decision. Decisions material to the direction and success of the Company are made on a consensual basis among the directors. Careful thought is also given to the likely scenarios we foresee materialising over the long term regarding the macro and operating environment prior to implementation. Anti-bribery and anti-corruption The Company has adopted an anti-corruption and bribery policy which applies to the Board and employees of the Company. It generally sets out their responsibilities in observing and upholding a zero-tolerance position on bribery and corruption in all jurisdictions in which the Company operates. It also provides guidance to those working for the Company on how to recognise and deal with bribery and corruption issues and the potential consequences of failing to adhere to this guidance. The Company expects all employees, suppliers and consultants to conduct their day to day business activities in a fair, honest and ethical manner, be aware of and refer to this policy in all of their business activities worldwide and to conduct business on the Company’s behalf in compliance with it. Management at all levels are responsible for ensuring that those reporting to them, internally and externally, are made aware of and understand this policy. The anti-corruption and bribery policy is aligned to meet UK and Europe laws governing anti-bribery and anti-corruption. The Company takes a zero tolerance approach to acts of bribery and corruption and will not offer, give or receive bribes, or accept improper payments to obtain new business, retain existing business or secure any advantage and will not permit others to do so on its behalf.
Financial key performance indicators
The directors monitor the progress of the group by reference to the following KPls for business as a whole:
| 2025 | 2024
| £ | £
Turnover | 59,648,330 | 70,793,463
Gross profit | (6,545,050) | 3,233,938
(Loss)/Profit after tax | (10,008,596) | (2,130,318)
Most of the above are intrinsic contents of these financial statements. The above results largely are in line with the directors expectations. The directors have forecasted growth in revenue and overall profitability for the coming financial year.
Page 4
SYNECHRON LIMITED
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025
Other key performance indicators
Given the straightforward nature of the business, the directors are of the opinion that any further analysis using non-financial KPI's is not necessary for understanding the development, performance or position of the business. This report was approved by the board on 3 November 2025 and signed on its behalf.
P Cambden Director
Page 5
SYNECHRON LIMITED
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:
P Cambden
F Husain
T Saulat
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; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The loss for the year, after taxation, amounted to £10,008,596 (2024 - loss £2,130,318). There were no proposed dividends in the current or prior year.
Environmental matters
The company will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The company has complied with all applicable legislation and regulations. Further detail has been provided in strategic report. Page 6
SYNECHRON LIMITED
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025
Future developments
Management focus is dedicated to retaining and growing relationships with existing clients and acquiring new clients and business to further grow the company.
Engagement with employees
Engaging with employees is crucial for creating a positive work environment and driving organisational success. We foster a culture where employees feel comfortable sharing ideas, feedback, and concerns. We invest in training and career development opportunities. We include employees in decision-making processes, especially those that affect their work. We try and create a positive and inclusive work environment where employees feel safe and respected and can address any issues of discrimination or harassment promptly to the management.
Engagement with suppliers, customers and others
Suppliers : We try and have regular and clear communication. We keep our suppliers informed about their needs, expectations, and any changes in our business. Provide constructive feedback on their performance. Customers : We actively listen to customer feedback and address their concerns promptly. This shows that we value their input and are committed to improving. We try and provide a consistent experience across all touchpoints, from customer service to product quality. We utilize various channels (social media, email, inperson) to engage with customers and keep them informed, implement programs that reward repeat customers and encourage long-term relationships. Stakeholders : We keep stakeholders informed about our company’s performance, goals, and challenges. Transparent reporting builds trust and credibility. We actively engage with stakeholders through meetings, reports, and community involvement.
Disabled employees
The company is committed to ensuring equal opportunities for all employees, including those with disabilities. Our policies are designed to promote diversity and inclusion, fostering a workplace where everyone can thrive and reach their full potential. The company ensures that disabled candidates are given full and fair consideration for employment, promotion, and training opportunities. Recruitment processes are designed to eliminate barriers and provide an equitable experience for all candidates, including those with disabilities. If an employee becomes disabled during their employment, the company makes every effort to continue their employment. This includes identifying suitable alternative roles if necessary and providing training or assistance to support their transition and ongoing development. The company is dedicated to creating an accessible working environment by making necessary adjustments to the workplace and working arrangements to enable disabled employees to perform their roles effectively. We continuously review our policies and practices to ensure they comply with relevant legislation and reflect best practices in supporting disabled employees.
Qualifying third party indemnity provisions
The company has granted an indemnity to the directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006. Such qualifying third party indemnity provision remains in force as at the date of approving the directors' report. Page 7
SYNECHRON LIMITED
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025
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.
Subsequent events
There have been no significant events affecting the company since the year end.
Auditors
Under section 487(2) of the Companies Act 2006, Sopher + Co LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier. This report was approved by the board on 3 November 2025 and signed on its behalf.
P Cambden Director
Page 8
SYNECHRON LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SYNECHRON LIMITED
Opinion
We have audited the financial statements of Synechron Limited (the 'company') for the year ended 31 March 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the 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 company's affairs as at 31 March 2025 and of its loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. 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. Page 9
SYNECHRON LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SYNECHRON LIMITED (CONTINUED) Other information (continued) In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
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 6, 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 10
SYNECHRON LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SYNECHRON LIMITED (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. 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: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: ∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; ∙we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of similar businesses; ∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation; ∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and ∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: ∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; ∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and ∙understanding the design of the Company’s remuneration policies. To address the risk of fraud through management bias and override of controls, we: ∙performed analytical procedures to identify any unusual or unexpected relationships; ∙tested journal entries to identify unusual transactions; ∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and ∙investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: ∙agreeing financial statement disclosures to underlying supporting documentation; ∙enquiring of management as to actual and potential litigation and claims; and ∙reviewing correspondence with HMRC, relevant regulators and the Company’s legal advisors. Page 11
SYNECHRON LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SYNECHRON LIMITED (CONTINUED) Auditors' responsibilities for the audit of the financial statements (continued) There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. 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 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 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. Martyn Atkinson FCA (Senior Statutory Auditor) for and on behalf of Sopher + Co LLP Chartered Accountants Statutory Auditors 5 Elstree Gate Elstree Way Borehamwood Hertfordshire WD6 1JD 3 November 2025 Page 12
SYNECHRON LIMITED
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 59,648,330 | 70,793,463
Cost of sales |  | (66,193,380) | (67,559,525)
Gross (loss)/profit |  | (6,545,050) | 3,233,938
Administrative expenses |  | (6,118,165) | (5,510,386)
Operating loss | 5 | (12,663,215) | (2,276,448)
Income from fixed assets investments |  | - | 3,441
Interest receivable and similar income | 10 | 106,401 | 71,082
Interest payable and similar expenses | 11 | - | (3,544)
Loss before tax |  | (12,556,814) | (2,205,469)
Tax on loss | 12 | 2,548,218 | 75,151
Loss for the financial year |  | (10,008,596) | (2,130,318)
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 18 to 32 form part of these financial statements.
Page 13
SYNECHRON LIMITED REGISTERED NUMBER:04551868
STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 13 |  | 209,121 |  | 160,369
Fixed asset investments | 14 |  | 74,676 |  | 74,676
|  |  | 283,797 |  | 235,045
Current assets |  |  |  |  |
Debtors | 15 | 16,512,946 |  | 24,185,800 |
Cash at bank and in hand | 16 | 1,815,401 |  | 2,113,832 |
|  | 18,328,347 |  | 26,299,632 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 17 | (20,091,397) |  | (18,005,334) |
Net current (liabilities)/assets |  |  | (1,763,050) |  | 8,294,298
Net (liabilities)/assets |  |  | (1,479,253) |  | 8,529,343
Capital and reserves |  |  |  |  |
Called up share capital | 20 |  | 810,000 |  | 810,000
Share premium account | 21 |  | 28,000 |  | 28,000
Profit and loss account | 21 |  | (2,317,253) |  | 7,691,343
|  |  | (1,479,253) |  | 8,529,343
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 3 November 2025.
P Cambden
Director
The notes on pages 18 to 32 form part of these financial statements. Page 14
SYNECHRON LIMITED
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 April 2023 | 810,000 | 28,000 | 9,821,661 | 10,659,661
Loss for the year | - | - | (2,130,318) | (2,130,318)
At 1 April 2024 | 810,000 | 28,000 | 7,691,343 | 8,529,343
Loss for the year | - | - | (10,008,596) | (10,008,596)
At 31 March 2025 | 810,000 | 28,000 | (2,317,253) | (1,479,253)
| The notes on pages 18 to 32 form part of these financial statements.
Page 15
SYNECHRON LIMITED
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial year | (10,008,596) | (2,130,318)
Adjustments for: |  |
Depreciation of tangible assets | 124,357 | 77,381
Interest paid | - | 3,544
Interest received | (106,401) | (74,523)
Taxation charge | (2,548,218) | (75,151)
Decrease in debtors | 1,499,552 | 5,241,259
Decrease/(increase) in amounts owed by groups | 7,621,889 | (6,141,865)
(Decrease)/increase in creditors | (1,417,677) | 2,736,607
(Decrease) in amounts owed to groups | (848,335) | (1,349,037)
Corporation tax received/(paid) | 1,099,631 | (898,237)
Share-based payments | 4,352,074 | -
Net cash generated from operating activities | (231,724) | (2,610,340)
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (173,108) | (108,764)
Sale of unlisted and other investments | - | 6,353
Interest received | 106,401 | 71,082
Dividends received | - | 3,441
Net cash from investing activities | (66,707) | (27,888)
Cash flows from financing activities |  |
Interest paid | - | (3,544)
Net cash used in financing activities | - | (3,544)
Net (decrease) in cash and cash equivalents | (298,431) | (2,641,772)
Cash and cash equivalents at beginning of year | 2,113,832 | 4,755,604
Cash and cash equivalents at the end of year | 1,815,401 | 2,113,832
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 1,815,401 | 2,113,832
The notes on pages 18 to 32 form part of these financial statements.
Page 16
SYNECHRON LIMITED
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 | 2,113,832 | (298,431) | 1,815,401
| 2,113,832 | (298,431) | 1,815,401
The notes on pages 18 to 32 form part of these financial statements.
Page 17
SYNECHRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
1. | General information
Synechron Limited is a private limited liability company registered in England and Wales. Its registered office and business address is at Seventh Floor, 95 Gresham Street, London EC2V 7NA. The principal activity of the company continued to be that of provision of business technology solutions and services. 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 | Exemption from preparing consolidated financial statements
The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006. The consolidated financial statements have been prepared by the ultimate parent company, Synechron Holdings Inc. BVI, a company incorporated in the British Virgin Islands. The registered office address is PO Box 3162, Woodbourne Hall, Road Town, Tortola, British Virgin Islands.
| 2.3 | Going concern
The company made a loss for the financial year end, and at the Statement of Financial Position date, had net current liabilities and net liabilities. The Directors have obtained assurance from its parent undertaking that funds will be made available to the company so that it will be able to continue trading and meet its financial obligations as and when they fall due for at least twelve months from the date the accounts are approved. The accounts have therefore been prepared under the going concern basis.
| 2.4 | Turnover
Turnover comprises revenue recognised in respect of services supplied during the period, exclusive of Value Added Tax and trade discounts. Revenue is recognised once the service has been provided. Page 18
SYNECHRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.5 | Foreign currency translation
The company's functional and presentational currency is £ sterling. 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 the Statement of Comprehensive Income.
| 2.6 | 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. 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 | Pensions
The company contributes to defined contribution plans for its employees. A defined contribution plan is a pension plan under which the company pay 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 the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds. Page 19
SYNECHRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.10 | Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received. The Company operates equity-settled share-based payment arrangements whereby the Company receives services from employees in consideration for rights over the Company’s shares. The fair value of employee services received in exchange for the grant of share-based payment awards is recognised as an expense. The fair value of the awards is measured at the grant date and recognised over the vesting period, based on the Company’s estimate of the number of awards that will ultimately vest. Estimates are revised at each reporting date and any adjustments are recognised in profit or loss. Page 20
SYNECHRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.11 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.12 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives on the following basis:
|  |  |  | Leasehold improvements | - | Over the term of the lease
|  |  |  | Fixtures and fittings | - | 4-5 years straight line
|  |  |  | Computer equipment | - | 3 years 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. Page 21
SYNECHRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.13 | Impairment of fixed assets
Assets that are subject to depreciation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
| 2.14 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.15 | Holiday pay accrual
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date.
| 2.16 | Basic financial instruments
The company only enters into transactions that result in the recognition of basic financial assets and basic financial liabilities. Basic financial assets, such as trade and other debtors, are initially recognised at the transaction price less attributable transaction costs. Basic financial liabilities, such as trade and other creditors, are initially recognised at the transaction price plus attributable transaction costs. Subsequently, they are measured at amortised cost using the effective interest method, less any impairment losses in the case of basic financial assets. Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Page 22
SYNECHRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the accounting policies management are required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and factors that are considered to be relevant. Actual results may be different. The judgements and estimates are reviewed on an ongoing basis. Revisions to estimates are recognised in the period in which the estimates are revised if the revisions only affect that period, or in the period of revision and future periods if the revisions affect both future and current periods. In preparing the financial statements, the directors have made the following judgements and estimates. a) determining whether there are indicators of impairment of the tangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the assets. Tangible assets are depreciated over their useful lives after taking into account residual values. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and estimated disposal values. b) determining whether leases entered into as a lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the company on a lease by lease basis. c) determining whether at the reporting date the provision for doubtful debts is adequate. At the reporting date management carries out a review of debtor balances and assess whether they are recoverable or not. The factors taken into consideration include the historical and current performance of customers.
4. | Turnover
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 51,456,157 | 62,132,053
| Rest of the world | 8,192,173 | 8,661,410
|  | 59,648,330 | 70,793,463
| Turnover is wholly attributable to the company’s principal activity.
Page 23
SYNECHRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
5. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets | 124,357 | 77,381
| Exchange differences | 271,450 | 544,149
| Other operating lease rentals | 848,911 | 615,800
| Defined contribution pension cost | 1,569,293 | 1,420,838
| Share-based payments | 6,658,522 | 1,771,126
6. | Auditors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the company's auditors in respect of:
| Fees payable to the company's auditors for the audit of the company's financial statements | 28,790 | 41,200
| All other services | 49,604 | 55,098
|  | 78,394 | 96,248
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 36,608,162 | 36,170,203
| Social security costs | 4,119,475 | 4,178,796
| Cost of defined contribution scheme | 1,569,293 | 1,420,838
|  | 42,296,930 | 41,769,837
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Administrative and productive | 283 | 314
Page 24
SYNECHRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 933,774 | 652,567
| Company contributions to defined contribution pension schemes | 39,200 | 28,000
|  | 972,974 | 680,567
| During the year retirement benefits were accruing to 1 directors (2024 - 1) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £933,774 (2024 - £652,627).
| The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £39,200 (2024 - £28,000).
| The directors are the only key management personnel.
9. | Income from investments
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Dividends received from unlisted investments | - | 3,441
10. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 106,401 | 71,082
11. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest payable | - | 3,544
Page 25
SYNECHRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
12. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | - | (309,390)
| Adjustments in respect of previous periods | - | 318,247
| Total current tax | - | 8,857
| Deferred tax |  |
| Origination and reversal of timing differences | (2,548,218) | (84,008)
| Taxation on loss on ordinary activities | (2,548,218) | (75,151)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 19%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (12,556,814) | (2,205,469)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 19%) | (3,139,204) | (419,039)
| Effects of: |  |
| Expenses not deductible for tax purposes | 633,289 | 122,127
| Capital allowances for year in excess of depreciation | (18,512) | (11,824)
| Adjustments to tax charge in respect of prior periods | - | 318,247
| Dividends from UK companies | - | (654)
| Deferred tax movement | (2,548,218) | (84,008)
| Unrelieved tax losses carried forward | 2,524,427 | -
| Total tax charge for the year | (2,548,218) | (75,151)
| Factors that may affect future tax charges
At the balance sheet date the company has estimated tax losses of £10,097,709 available to carry forward and use against future taxable profits. Page 26
SYNECHRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
13. | Tangible fixed assets
|  | Short-term leasehold property | Fixtures and fittings | Computer equipment | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 April 2024 | 588,289 | 40,766 | 749,982 | 1,379,037
| Additions | 20,375 | 26,399 | 126,334 | 173,108
| At 31 March 2025 | 608,664 | 67,165 | 876,316 | 1,552,145
| Depreciation |  |  |  |
| At 1 April 2024 | 588,289 | 40,766 | 589,613 | 1,218,668
| Charge for the year on owned assets | 4,466 | 3,110 | 116,780 | 124,356
| At 31 March 2025 | 592,755 | 43,876 | 706,393 | 1,343,024
| Net book value |  |  |  |
| At 31 March 2025 | 15,909 | 23,289 | 169,923 | 209,121
| At 31 March 2024 | - | - | 160,369 | 160,369
Page 27
SYNECHRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
14. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 April 2024 | 74,676
| At 31 March 2025 | 74,676
| Subsidiary undertaking
| The following was a subsidiary undertaking of the company:
| Name | Registered office | Class of shares | Holding
| Citihub Inc. | 40 King Street West, Suite 4400 (CGWK), Toranto, Ontario- M5H3Y4, Canada | Common | 100%
| The aggregate of the share capital and reserves as at 31 March 2025 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
| Name | Aggregate of share capital and reserves | Loss
| Citihub Inc. | 70,585 | 4,492
Page 28
SYNECHRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
15. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due after more than one year |  |
| Amounts owed by group undertakings | 828,000 | 828,000
|  | 828,000 | 828,000
| Due within one year |  |
| Trade debtors | 6,311,316 | 7,603,322
| Amounts owed by group undertakings | 1,260,129 | 8,882,018
| Other debtors and advances | 1,153,002 | 1,242,582
| Prepayments and accrued income | 4,248,635 | 5,466,233
| Deferred taxation | 2,711,864 | 163,645
|  | 16,512,946 | 24,185,800
16. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 1,815,401 | 2,113,832
|  | 1,815,401 | 2,113,832
17. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 1,170,370 | 1,725,005
| Amounts owed to group undertakings | 11,076,611 | 7,572,870
| Other taxation and social security | 1,982,470 | 3,020,331
| Other creditors | 388,173 | 377,648
| Accruals and deferred income | 5,473,773 | 5,309,480
|  | 20,091,397 | 18,005,334
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SYNECHRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
18. | Deferred taxation
|  | 2025 | 2024
|  | £ | £
| At beginning of year | 163,645 | 79,637
| Charged to profit or loss | 2,548,219 | 84,008
| At end of year | 2,711,864 | 163,645
| The deferred tax asset is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| (Accelerated)/Decelerated capital allowances | (23,472) | (4,959)
| Tax losses carried forward | 2,524,427 | -
| Pension surplus | 72,534 | 73,069
| Holiday accrual | 138,375 | 95,535
|  | 2,711,864 | 163,645
19. | Financial instruments
There are no financial assets measured at fair value through profit or loss account.
20. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 81,000 Ordinary shares of £10 each | 810,000 | 810,000
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SYNECHRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
21. | Reserves
Share premium account The share premium reserve represents the amount by which the amount received by the company for shares issued exceeds the shares par values. Profit and loss account The profit and loss reserve contains the cumulative balance of retained profit and losses since the company started trading. It is a distributable reserve.
22. | Share-based payments
| The company had previously granted share options in the parent company, subject to a 4-year vesting period and a performance condition requiring a significant change in control. In prior years, these conditions were not met. However, under exceptional circumstances and at the discretion of the board of directors, a one-off cash payment was made to certain employees as recognition of their contributions. The total cash payment of £378,514 was settled in the year and recognised as an expense in the profit and loss account. No liability was recognised in the statement of financial position, as the payment was settled immediately in cash. During the current year, the company introduced an equity-settled share-based payment scheme in the parent company, replacing the previous cash-settled arrangement for new awards. Under this scheme, eligible employees are granted share options that vest over a 4-year period and converted into shares once vested. Details of the share options during the year ended 31 March 2025 are as follows: During the year a total of 622,075 options were granted. As at the reporting date, 338,322 of these options had vested. The fair value of share options of $17.20 at the date of grant has been measured using an income and market approch model. At the year end, 283,515 options remain unvested and are being recognised over the remaining vesting period using the graded vesting method. The fair value of the services received in exchange for the grant of share options is recognised as an expense over the vesting period. The charge recognised in the income statement for share-based payment transactions during the year was £6,280,008. The corresponding credit of £4,352,076 net of employee taxes of £1,927,933 on settlement of share options has been transferred to the parent company, who will issue the shares. No options were forfeited or expired during the period.
23. | Pension commitments
The company contributes to a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £1,569,293 (2024 - £1,420,838). Contributions totalling £290,131 (2024 - £292,277) were payable to the fund at the reporting date. Page 31
SYNECHRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
24. | 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 | 458,057 | 760,805
| Later than 1 year and not later than 5 years | 3,378,716 | 2,992,094
| Later than 5 years | 1,410,946 | 2,283,734
|  | 5,247,719 | 6,036,633
25. | Guarantees
The parent company has provided a guarantee in respect of rent payments to the landlord of the company.
26. | Security over assets of the company
The assets of the company are subject to fixed and floating charges as part of the security arrangements for group-wide financing facilities. The facilities were taken out by a fellow group company Synechron Inc. The amount outstanding on the facilities at the balance sheet date were £384,465,267 (£ equivalent of $495,682,000).
27. | Related party transactions
| The company has taken advantage of the exemption available in FRS 102 not to disclose transactions with group undertakings which are wholly owned by the group.
28. | Controlling party
The immediate and ultimate parent company is Synechron Holdings Inc. BVI, a company incorporated in the British Virgin Islands. The registered office address is PO Box 3162, Woodbourne Hall, Road Town, Tortola, British Virgin Islands. The directors consider F Husain to be the ultimate controlling party.
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