ACCOUNTS - Final Accounts preparation

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

Registered number: 07103004

FUSION PRACTICES LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FUSION PRACTICES LTD

COMPANY INFORMATION

Directors	Mr Anil Passi
	Mrs Anjali Passi
	Mr Mukesh Jain
	Mr Ian Andrew Turner
	Mr Ian Alexander Mcgowan (resigned 31 October 2024)


Registered number	07103004


Registered office	24 St. John Street
	London
	EC1M 4AY


Independent auditors	Ashon Limited
	Chartered Accountants & Registered Auditors
	Tudor Cottage
	Overstream
	Loudwater
	Rickmansworth
	Hertfordshire
	WD3 4LD


Bankers	Barclays Bank UK PLC
	1 Churchill Place
	London
	E14 5HP

FUSION PRACTICES LTD

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 10
Consolidated Statement of Income and Retained Earnings	11
Consolidated Statement of Financial Position	12 - 13
Company Statement of Financial Position	14 - 15
Consolidated Statement of Cash Flows	16
Notes to the Financial Statements	17 - 36

FUSION PRACTICES LTD

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors present the strategic report for the year ended 31 December 2024.

Business review

The following business review has been provided by the directors in accordance with the Companies Act 2006. 2024 was a year of consolidation. The increase in turnover in the previous year put pressure on our staff to be able to maintain the high levels of performance that our clients expect. Additions to the features available in our GrantsNow product following discussions with current and potential users meant that significant amounts of research and development time was needed, giving us yet another demand on the resources we have available We saw a slight decrease in overall revenue, but trading gross profit margins remained about level with the previous year and we delivered overall trading profits comparable to that of 2023.
Group turnover decreased by 3% (2023: increase of 29%) to £11.0m (2023: £11.3m). At an adjusted level, EBITDA was broadly level at £3.0m (2023: £3.1m). The Group’s liquidity position remains strong, with cash balances of £8.9m (2023: £7.5m).
The Board uses a range of performance indicators to monitor and manage the business and ensure focus is maintained on the key priorities of the Group.

Principal risks and uncertainties

The principal risks and uncertainties facing the group are broadly grouped as competitive, staff and inflationary pressures resulting from global economic and political uncertainties.
Competitive risks:
The Group has contracts with a number of major customers that are subject to periodic reviews, often resulting in competitive tender. However, the Board believe that the group’s diversity of customers substantially mitigate any uncertainties in the level of reengagement. Additionally, it is vitally important that the Group maintains service margins, particularly in the increasingly competitive market place that it currently faces. Project managers rigorously monitor project plans, budgets and milestones to ensure this risk factor is kept closely under review.
Staff risk:
The Group’s success is dependent on its ability to retain and recruit suitably qualified, high calibre staff. Recruitment is continuing to be particularly difficult and the basic cost of employing good experienced staff with Oracle knowledge has once again increased. The Board actively monitors retention rates, internal and external staff surveys and reward packages to manage and reduce this risk. We are very proud of our ability to retain good people.
Going Concern:
The Directors have reviewed the projections for the forthcoming 12 month period from the date of signing of these financial statements and based on the level of existing cash, projected income and expenditure, the Directors are satisfied that the Company and the Group have adequate resources to continue for a period of at least 12 months from the date of signing of these financial statements, as a result the Directors consider it appropriate for the financial statements to be prepared on a going concern basis.

Page 1

FUSION PRACTICES LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Financial key performance indicators

The Key Performance Indicators (“KPIs”), which are set at board level, have been devised to allow the Board and shareholders to monitor the Group as a whole.
The performance indicators which the Board currently considers to be the most important are as follows:
1. Revenue £11.0m (2024) £11.3m (2023)
2. Trading Gross Profit/GP Margin %* £6.3m/58.8% (2024) £6.2m/57.6% (2023)
3. Adjusted EBITDA** £3.0m (2024) £3.1m (2023) 4. Cash at Bank £8.9M (2024) £7.5m (2023)
5. Working capital (net current assets) £9.6m (2024) £7.5m (2023)
6. Average salaried Staff headcount during year 182 (2024) 145 (2023)
*Trading GP is Turnover less direct Costs of sales relating to system integration, support and external freelance contractor costs. These numbers are all taken from the December 2024 management accounts. **Adjusted EBITDA is Operating profit stated prior to bank interest, tax and charges, depreciation, amortisation and other income. Actual performance in respect of these KPIs is provided in the Consolidated Statement of Comprehensive Income and the Consolidated Balance Sheet.

This report was approved by the board on 10 December 2025 and signed on its behalf.

................................................

Mr Ian Andrew Turner

Director

Page 2

FUSION PRACTICES LTD

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 judgments and accounting estimates that are reasonable and prudent;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 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 £2,267,689 (2023 - £2,711,622).

The parent company paid dividends of £200,000 (2023 - £200,000).

Directors

The directors who served during the year were:

Mr Anil Passi

Mrs Anjali Passi

Mr Mukesh Jain

Mr Ian Andrew Turner

Mr Ian Alexander Mcgowan (resigned 31 October 2024)

Future developments

The group will continue to restructure the group to ensure that the resource allocation to service current clients and our expected growth are available quickly. We will expand the parent company's and its subsidiary undertakings scale of operations and their accountability.

Page 3

FUSION PRACTICES LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

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 and the Group'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 and the Group's auditors are aware of that information.

Post balance sheet events

On 1st April 2025 the company finally completed the transfer of the Freehold Building situated at 24 St John Street to the ultimate parent entity at cost. On 1st January 2025 the redeemable ordinary shares in Fusion Practices Inc were redeemed bringing the company back to full ownership by Fusion Practices Limited. Prior to the redemption we owned 75% of the company. In September 2025, the Research and Development claim for expenditure made in 2023 was agreed by HMRC resulting in a refund of corporation tax of £311k.

Auditors

The auditors, Ashon Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 10 December 2025 and signed on its behalf.

................................................

Mr Ian Andrew Turner

Director

Page 4

FUSION PRACTICES LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FUSION PRACTICES LTD

Opinion

We have audited the financial statements of FUSION PRACTICES LTD (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Income and Retained Earnings, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows 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 Auditors' 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.

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

FUSION PRACTICES LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FUSION PRACTICES LTD (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual 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

FUSION PRACTICES LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FUSION PRACTICES LTD (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.

Page 7

FUSION PRACTICES LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FUSION PRACTICES LTD (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

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

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 the sector; and
• 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 also considered potential fraud drivers: including financial or other pressures, opportunity, override of controls and personal or corporate motivations. We considered the programmes and controls that the company has established to address risks identified , or that otherwise prevent, deter and detect fraud. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing Journals, evaluating the business rationale of significant transactions outside the normal course of business and validating the appropriateness of internal controls and significant accounting estimations based on our fraud risk criteria;
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; and
• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
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 set out in note 2 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 stalement disclosures to underlying supporting documentation;
• enquiring of management as to actual and potential litigation and claims.
We obtained understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those related to the financial reporting framework, tax regulations in the jurisdictions in which the company operates.

Page 8

FUSION PRACTICES LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FUSION PRACTICES LTD (CONTINUED)

Based on this understanding we designed our audit procedures to identify non-compliance with laws and regulations. Our procedures involved: making enquiries of management, those responsible for legal and compliance procedures and reviewing other correspondence.
We communicated identified fraud risks and non-compliance with laws and regulations with those charged with governance, throughout the audit team and remained alert to any indications throughout the audit.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery. misrepresentations or through 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.

Page 9

FUSION PRACTICES LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FUSION PRACTICES LTD (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 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.

Mr Ashvin Shonchhatra FCA (Senior Statutory Auditor)

for and on behalf of

Ashon Limited

Chartered Accountants & Registered Auditors

Tudor Cottage

Overstream

Loudwater

Rickmansworth

Hertfordshire

WD3 4LD

10 December 2025

Page 10

FUSION PRACTICES LTD

CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	10,957,878	11,262,014
Cost of sales		(4,647,742)	(5,087,670)
Gross profit		6,310,136	6,174,344
Administrative expenses		(3,393,348)	(3,042,454)
Operating profit	5	2,916,788	3,131,890
Interest receivable and similar income	9	109,948	50,761
Interest payable and similar expenses	10	(1,601)	(133)
Profit before tax		3,025,135	3,182,518
Tax on profit	11	(757,446)	(470,896)
Profit after tax		2,267,689	2,711,622



Retained earnings at the beginning of the year	10,983,866	8,452,159
	10,983,866	8,452,159
Profit attributable to the owners of the parent	2,311,063	2,731,707
Dividends declared and paid	(200,000)	(200,000)
Retained earnings at the end of the year	13,094,929	10,983,866

Non-controlling interest at the beginning of the year	43,374	63,458
Profit for the year attributable to the non-controlling interest	4,091	(20,084)
Purchase of minority interests	(47,465)	-
Non-controlling interest at the end of the year	-	43,374

The notes on pages 17 to 36 form part of these financial statements.

Page 11

FUSION PRACTICES LTD

REGISTERED NUMBER: 07103004

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

	2024	2024	2023	2023
Note	£	£	£	£

Fixed assets
Intangible assets	13		270		830
Tangible assets	14		3,438,383		3,439,978
Investment property			167,588		167,588
			3,606,241		3,608,396
Current assets
Debtors	17	1,898,121		1,666,303
Cash at bank and in hand	18	8,899,850		7,519,113
		10,797,971		9,185,416
Creditors: amounts falling due within one year	19	(1,196,165)		(1,683,044)
Net current assets			9,601,806		7,502,372
Total assets less current liabilities			13,208,047		11,110,768
Creditors: amounts falling due after more than one year	20		(139,586)		(110,291)
Provisions for liabilities
Deferred taxation		-		(390)
			-		(390)
Net assets excluding pension asset			13,068,461		11,000,087
Net assets			13,068,461		11,000,087

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FUSION PRACTICES LTD

REGISTERED NUMBER: 07103004

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

	2024	2024	2023	2023
Note	£	£	£	£

Capital and reserves
Called up share capital	100	100
Foreign exchange reserve	(26,568)	(27,253)
Profit and loss account	13,094,929	10,983,866
Equity attributable to owners of the parent Company	13,068,461	10,956,713
Non-controlling interests	-	43,374
	13,068,461	11,000,087

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 December 2025.

................................................ Mr Ian Andrew Turner	................................................ Mr Mukesh Jain
Director	Director

The notes on pages 17 to 36 form part of these financial statements.

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FUSION PRACTICES LTD

REGISTERED NUMBER: 07103004

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

	2024	2024	2023	2023
Note	£	£	£	£

Fixed assets
Tangible assets	14		3,403,994		3,422,604
Investments			39,721		14,328
Investment Property	16		167,588		167,588
			3,611,303		3,604,520
Current assets
Debtors	17	1,712,281		1,557,673
Cash at bank and in hand	18	8,838,575		7,461,947
		10,550,856		9,019,620
Creditors: amounts falling due within one year	19	(1,172,685)		(1,646,535)
Net current assets			9,378,171		7,373,085
Total assets less current liabilities			12,989,474		10,977,605

Provisions for liabilities
Deferred taxation		(30,754)		(25,623)
			(30,754)		(25,623)
Net assets excluding pension asset			12,958,720		10,951,982
Net assets			12,958,720		10,951,982

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FUSION PRACTICES LTD

REGISTERED NUMBER: 07103004

COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

	2024	2024	2023	2023
Note	£	£	£	£

Capital and reserves
Called up share capital		100		100
Profit and loss account brought forward	10,951,883		8,399,272
Profit for the year	2,206,737		2,752,610
Other changes in the profit and loss account	(200,000)		(200,000)
Profit and loss account carried forward		12,958,620		10,951,882
		12,958,720		10,951,982

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 December 2025.

................................................ Mr Ian Andrew Turner	................................................ Mr Mukesh Jain
Director	Director

The notes on pages 17 to 36 form part of these financial statements.

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FUSION PRACTICES LTD

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit for the financial year	2,267,689	2,711,622
Adjustments for:
Depreciation of tangible assets	58,120	68,169
Interest paid	1,601	133
Interest received	(109,948)	(50,761)
Taxation charge	791,410	470,896
(Increase) in debtors	(226,498)	(28,532)
Increase/(decrease) in creditors	30,402	(189,831)
Corporation tax (paid)	(1,287,686)	(38,024)
Net cash generated from operating activities	1,525,090	2,943,672

Cash flows from investing activities
Purchase of tangible fixed assets	(52,700)	(3,422,226)
Interest received	109,948	50,761
Net cash from investing activities	57,248	(3,371,465)
Cash flows from financing activities
Dividends paid	(200,000)	(200,000)
Interest paid	(1,601)	(133)
Net cash used in financing activities	(201,601)	(200,133)
Net increase/(decrease) in cash and cash equivalents	1,380,737	(627,926)
Cash and cash equivalents at beginning of year	7,519,113	8,147,039
Cash and cash equivalents at the end of year	8,899,850	7,519,113

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	8,899,850	7,519,113
	8,899,850	7,519,113

The notes on pages 17 to 36 form part of these financial statements.

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FUSION PRACTICES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

The company is a private company lmited by share capital, incorporated in England & Wales. The company number and registered office address are:
Company number: 07103004
Registered office address: 24 St. John Street
London
EC1M 4AY

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 judgment 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 Income and Retained Earnings in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Income and Retained Earnings 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, being 31 December 2016.

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FUSION PRACTICES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

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.

2.4

Revenue

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

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.5

Operating leases: the Group as lessee

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

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FUSION PRACTICES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 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.

2.7

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

Defined contribution pension plan

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

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

Page 19

FUSION PRACTICES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Current and deferred taxation

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

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; 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.

2.11

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.

2.12

Tangible fixed assets

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

Page 20

FUSION PRACTICES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

Freehold property	-		None
Motor vehicles	-	25%	Reducing balance
Fixtures and fittings	-	25%	Reducing balance
Office equipment	-	25%	Reducing balance
Computer equipment	-	25%	Reducing balance

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

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

2.13

Investment property

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.15

Debtors

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

2.16

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.

Page 21

FUSION PRACTICES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.17

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.

2.18

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.

2.19

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.

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.

2.20

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.

Page 22

FUSION PRACTICES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects onIy that period, or in the period of the revision and future periods where the revision affects both current and future periods.

IT Software and consumables	10,865,772	11,197,573
Training revenue	55,881	64,441
Subscription revenue	36,225	-
	10,957,878	11,262,014

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	9,770,623	9,940,751
Rest of Europe	5,530	-
Rest of the world	1,181,725	1,321,263
	10,957,878	11,262,014

	Exchange differences	(8,258)	39,148
	Other operating lease rentals	57,573	20,249

Page 23

FUSION PRACTICES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements	20,000	20,000
Fees payable to the Company's auditors in respect of:
All non-audit services	5,000	5,000

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

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


Wages and salaries	4,442,354	3,970,080	2,190,388	2,132,742
Social security costs	248,789	236,615	248,789	236,615
Cost of defined contribution scheme	192,908	187,566	164,280	175,771
	4,884,051	4,394,261	2,603,457	2,545,128

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.

Finance & Accounting	4	4	-	-
Human Resources (HR)	9	8	-	-
Information Technology (IT & Support)	16	21	8	13
Management	4	4	2	2
Oracle & Azure Technologies	124	90	16	13
Project Management	8	2	2	1
Sales & Marketing	17	16	4	2

	182	145	32	31

Page 24

FUSION PRACTICES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	168,025	182,225
Group contributions to defined contribution pension schemes	-	120,000
	168,025	302,225

9.	Interest receivable
		2024	2023
		£	£

	Other interest receivable	109,948	50,761
		109,948	50,761

10.	Interest payable and similar expenses
		2024	2023
		£	£

Bank interest payable	-	133
Other interest payable	1,601	-
	1,601	133

Page 25

FUSION PRACTICES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Corporation tax
Current tax on profits for the year	758,869	741,529
Adjustments in respect of previous periods	-	(291,342)
	758,869	450,187

Total current tax	758,869	450,187

Deferred tax
Origination and reversal of timing differences	(1,423)	20,709
Total deferred tax	(1,423)	20,709


	Tax on profit	757,446	470,896

Profit on ordinary activities before tax

3,025,135

3,182,518

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	756,284	747,892
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	4,066	3,312
Capital allowances for year in excess of depreciation	4,373	(21,110)
Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge	-	(291,342)
Local tax charge on foreign subsidiary	9,641	-
Other tax charge (relief) - differences	(8,439)	11,435
Other differences leading to an increase (decrease) in the tax charge	(8,479)	20,709
Total tax charge for the year	757,446	470,896

Page 26

FUSION PRACTICES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Dividends
		2024	2023
		£	£

	Equity - Ordinary £1 shares	200,000	200,000
		200,000	200,000

13.	Intangible assets
	Group and Company

		Software Develope expenditure
		£
	Cost
	At 1 January 2024	2,201
	Foreign exchange movement	131
	At 31 December 2024	2,332
	Amortisation
	At 1 January 2024	1,371
	Charge for the year on owned assets	691
	At 31 December 2024	2,062
	Net book value
	At 31 December 2024	270
	At 31 December 2023	830

Page 27

FUSION PRACTICES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Tangible fixed assets
	Group

	Freehold property	Motor vehicles	Fixtures and fittings	Office equipment	Computer equipment
	£	£	£	£	£
Cost or valuation
At 1 January 2024	3,280,978	242,624	3,895	6,334	106,165
Additions	-	-	412	22,901	29,387
Exchange adjustments	-	-	4,435	188	3,525
At 31 December 2024	3,280,978	242,624	8,742	29,423	139,077
Depreciation
At 1 January 2024	-	107,767	2,059	3,191	87,001
Charge for the year on owned assets	-	33,714	781	3,598	19,364
Exchange adjustments	-	-	4,311	123	552
At 31 December 2024	-	141,481	7,151	6,912	106,917
Net book value
At 31 December 2024	3,280,978	101,143	1,591	22,511	32,160
At 31 December 2023	3,280,978	134,857	1,836	3,143	19,164

Page 28

FUSION PRACTICES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.Tangible fixed assets (continued)

		Total
		£
	Cost or valuation
	At 1 January 2024	3,639,996
	Additions	52,700
	Exchange adjustments	8,148
	At 31 December 2024	3,700,844
	Depreciation
	At 1 January 2024	200,018
	Charge for the year on owned assets	57,457
	Exchange adjustments	4,986
	At 31 December 2024	262,461
	Net book value
	At 31 December 2024	3,438,383
	At 31 December 2023	3,439,978

The net book value of land and buildings may be further analysed as follows:
	2024	2023
	£	£

Freehold	3,280,978	3,280,978
	3,280,978	3,280,978

Page 29

FUSION PRACTICES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.Tangible fixed assets (continued)

	Company

	Freehold property	Motor vehicles	Office equipment	Computer equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	3,280,978	242,624	3,067	43,623	3,570,292
Additions	-	-	19,049	-	19,049
At 31 December 2024	3,280,978	242,624	22,116	43,623	3,589,341
Depreciation
At 1 January 2024	-	107,767	767	39,154	147,688
Charge for the year on owned assets	-	33,714	2,828	1,117	37,659
At 31 December 2024	-	141,481	3,595	40,271	185,347
Net book value
At 31 December 2024	3,280,978	101,143	18,521	3,352	3,403,994
At 31 December 2023	3,280,978	134,857	2,300	4,469	3,422,604

The net book value of land and buildings may be further analysed as follows:
	2024	2023
	£	£

Freehold	3,280,978	3,280,978
	3,280,978	3,280,978

Page 30

FUSION PRACTICES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	14,328
	Additions	25,393
	At 31 December 2024	39,721

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

	Fusion Practices Technologies Private Limited	Aggarwal Trade Center, Plot No 62, Sector-11, CBD Belapur, Navi Mimbai 400614, Maharashtra, India	Ordinary	100%
	Fusion Practices Inc	11878 175 PL NEREDMOND, WA 98052 USA	Ordinary	100%

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

	Fusion Practices Technologies Private Limited	124,070	60,953
	Fusion Practices Inc	78,560	-

Page 31

FUSION PRACTICES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Investment property
	Group

		Long term leasehold investment property
		£
	Valuation
	At 1 January 2024	167,588
	At 31 December 2024	167,588

The 2024 valuations were made by the directors , on an open market value for existing use basis.


	At 31 December 2024

If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
	2024	2023
	£	£

	Historic cost	167,588	167,588
		167,588	167,588

	Company

		Long term leasehold investment property
		£
	Valuation
	At 1 January 2024	167,588
	At 31 December 2024	167,588

The 2024 valuations were made by the directors , on an open market value for existing use basis.

Page 32

FUSION PRACTICES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.

Debtors

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



Trade debtors	1,150,278	1,366,056	1,134,401	1,366,056
Other debtors	188,110	147,279	47,783	55,217
Prepayments and accrued income	558,700	152,968	530,097	136,400
Deferred taxation	1,033	-	-	-
	1,898,121	1,666,303	1,712,281	1,557,673

18.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Cash at bank and in hand	8,899,850	7,519,113	8,838,575	7,461,947
	8,899,850	7,519,113	8,838,575	7,461,947

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

Payments received on account	3,530	-	3,530	-
Trade creditors	213,011	333,914	189,531	297,405
Corporation tax	260,159	748,143	260,159	748,143
Other taxation and social security	459,444	450,380	459,444	450,380
Other creditors	142,143	97,848	142,143	97,848
Accruals and deferred income	117,878	52,759	117,878	52,759
	1,196,165	1,683,044	1,172,685	1,646,535

Page 33

FUSION PRACTICES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Other creditors	139,586	110,291
	139,586	110,291

Other creditors relate to the Statutory Gratuity Benefit payable to employees in the Indian subsidiary.

21.	Deferred taxation
	Group

		2024
		£

	At beginning of year	(390)
	Charged to profit or loss	1,423
	At end of year	1,033

	Company

		2024
		£

	At beginning of year	(25,623)
	Charged to profit or loss	(5,131)
	At end of year	(30,754)

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

	Accelerated capital allowances	1,033	(390)	(30,754)	(25,623)
		1,033	(390)	(30,754)	(25,623)

Page 34

FUSION PRACTICES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

100 (2023 - 100) Ordinary shares of £1.00 each	100	100

23.

Reserves

Foreign exchange reserve

Foreign exchange reserve relates to the translation of overseas subsidiary's local currency financial statements into £ sterling.

24.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £164,280 (2023 - £175,771).
Contributions totalling £16,787 (2023 - £6,321) were payable to the fund at the reporting 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	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Not later than 1 year	5,419	-	5,419	-
Later than 1 year and not later than 5 years	9,710	-	9,710	-
	15,129	-	15,129	-

Page 35

FUSION PRACTICES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

26.

Related party transactions

During the year, the company purchased services from Fusion Practices Technologies Private Limited, a company in India, controlled by Fusion Practices Ltd. The services provided were technical and functional consultancy for Oracle ERP products, training and research and development of applications which run on Oracle databases. In 2024 this amounted to £2,499,000 (2023 - £1,911,026).

The company purchased marketing services amounting to £65,025 (2023 - £83,725) from Business Enhancers Limited, a company in which Mr I McGowan has a 50% shareholding and £57,000 (2023 - £60,000) from Parkanaur Group Ltd, a company in which Mr I Turner has a 50% shareholding. These services were purchased on an arm’s length basis. There were no amounts outstanding to or from any of these companies at the period end (2023 - £0).
In addition, expenses of £3,430 (2023 - £3,521) were reimbursed to Business Enhancers Limited and £1,319 (2023- £452) to Parkanaur Group Ltd relating to the provision of these services.

27.	Post balance sheet events

28.	Controlling party

The parent company of Fusion Practices Ltd is Fusion Practices Holdings Ltd, 24 St. John Street, London EC1M 4AY since 8 March 2024. The ultimate controlling party is Mr Anil Passi & Mrs Anjali Passi.

Page 36