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REGISTERED NUMBER: 12118498 (England and Wales)

| FINANCIAL STATEMENTS |

| FOR THE YEAR ENDED 30 JUNE 2025 |

| FOR |

| PENSIONSYNC LTD |

PENSIONSYNC LTD (REGISTERED NUMBER: 12118498)

CONTENTS OF THE FINANCIAL STATEMENTS

for the Year Ended 30 June 2025

Page |

| Company Information | 1 |

| Balance Sheet | 2 |

| Notes to the Financial Statements | 3 |

PENSIONSYNC LTD

COMPANY INFORMATION

for the Year Ended 30 June 2025

| DIRECTOR: | B N Thompson

| REGISTERED OFFICE: | 10 John Street

| London

| WC1N 2EB

| REGISTERED NUMBER: | 12118498 (England and Wales)

| AUDITORS: | Oury Clark Chartered Accountants

| Statutory Auditors

| Herschel House

| 58 Herschel Street

| Slough

| Berkshire

| SL1 1PG

PENSIONSYNC LTD (REGISTERED NUMBER: 12118498)

BALANCE SHEET

30 June 2025

| 30.6.25 | 30.6.24 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 4 | 79,251 |  | 115,084 |  |

CURRENT ASSETS

Debtors | 5 | 758,217 |  | 982,406 |  |

Cash at bank | 53,839 |  | 55,976 |  |

812,056 |  | 1,038,382 |  |

CREDITORS

Amounts falling due within one year | 6 | 2,804,445 |  | 2,790,025 |  |

NET CURRENT LIABILITIES | (1,992,389 | ) | (1,751,643 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | (1,913,138 | ) | (1,636,559 | ) |

CAPITAL AND RESERVES

Called up share capital | 7 | 1 |  | 1 |  |

Other reserves | 8 | 47,994 |  | 39,813 |  |

Retained earnings | 8 | (1,961,133 | ) | (1,676,373 | ) |

SHAREHOLDERS' FUNDS | (1,913,138 | ) | (1,636,559 | ) |

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 6 February 2026 and were signed by:

B N Thompson - Director

PENSIONSYNC LTD (REGISTERED NUMBER: 12118498)

NOTES TO THE FINANCIAL STATEMENTS

for the Year Ended 30 June 2025

1. | STATUTORY INFORMATION

| PensionSync Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| The financial statements have been prepared on the going concern basis in light of the fact the ultimate parent company, Employment Hero Holdings Pty Ltd (incorporated in Australia) has confirmed that it will continue to support the company, as required, for a period of at least 12 months and 1 day from the date of the audit report.

| Related party exemption

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| Turnover

| Turnover represents services provided relating to pensions. All turnover externally generated is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales tax. Turnover is recognised when the services are rendered.

| Intangible assets

| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| Intangible assets are being amortised evenly over their estimated useful life of 8 years.

| Financial instruments

| Basic financial instruments, as covered by Section 11 of FRS102, are measured at amortised cost. The company does not have any other financial instruments, as covered by Section 12 of FRS102.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

PENSIONSYNC LTD (REGISTERED NUMBER: 12118498)

NOTES TO THE FINANCIAL STATEMENTS - continued

for the Year Ended 30 June 2025

2. | ACCOUNTING POLICIES - continued

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

| Foreign currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

| Pension costs and other post-retirement benefits

| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

| Share-based payments

| Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services.

| The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

| The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 6 (2024 - 6 ) .

PENSIONSYNC LTD (REGISTERED NUMBER: 12118498)

NOTES TO THE FINANCIAL STATEMENTS - continued

for the Year Ended 30 June 2025

4. | INTANGIBLE FIXED ASSETS

| Other

| intangible

| assets

£ |

| COST

| At 1 July 2024

| and 30 June 2025 | 270,000 |  |

| AMORTISATION

| At 1 July 2024 | 154,916 |  |

| Charge for year | 35,833 |  |

| At 30 June 2025 | 190,749 |  |

| NET BOOK VALUE

| At 30 June 2025 | 79,251 |  |

| At 30 June 2024 | 115,084 |  |

5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 30.6.25 |  | 30.6.24

£ | £ |

| Trade debtors | 47,251 |  | 44,350 |  |

| Amounts owed by group undertakings | 710,966 |  | 938,056 |  |

758,217 |  | 982,406 |  |

6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 30.6.25 |  | 30.6.24

£ | £ |

| Trade creditors | 6,175 |  | 6,393 |  |

| Amounts owed to group undertakings | 2,750,757 |  | 2,713,403 |  |

| Taxation and social security | 16,678 |  | 27,662 |  |

| Other creditors & accruals | 30,835 |  | 42,567 |  |

2,804,445 |  | 2,790,025 |  |

7. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 30.6.25 |  | 30.6.24

| value: | £ | £ |

| 1 | Ordinary | £1 | 1 |  | 1 |  |

PENSIONSYNC LTD (REGISTERED NUMBER: 12118498)

NOTES TO THE FINANCIAL STATEMENTS - continued

for the Year Ended 30 June 2025

8. | RESERVES

| Retained |  | Other |

| earnings |  | reserves |  | Totals

£ | £ | £ |

| At 1 July 2024 | (1,676,373 | ) | 39,813 |  | (1,636,560 | ) |

| Deficit for the year | (284,760 | ) | (284,760 | ) |

| Share option charge | - |  | 8,181 |  | 8,181 |  |

| At 30 June 2025 | (1,961,133 | ) | 47,994 |  | (1,913,139 | ) |

| The other reserves represents the Company's capital contribution reserve.

9. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

| The Report of the Auditors was unqualified.

| Emma Crowley (Senior Statutory Auditor)

| for and on behalf of Oury Clark Chartered Accountants

| We would like to draw your attention to the following statement contained within our audit report as included within the full financial statements:-

| "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 a Report of the Auditors 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."

PENSIONSYNC LTD (REGISTERED NUMBER: 12118498)

NOTES TO THE FINANCIAL STATEMENTS - continued

for the Year Ended 30 June 2025

10. | SHARE-BASED PAYMENT TRANSACTIONS

| The Company has issued equity settled share incentives with its employees. The equity offered is that of Employment Hero Holdings Pty Ltd (incorporated in Australia). These incentives all vest over a period of 4 years and expire after 10 years from the vesting commencement date.

| The incentives are presented in the form of an option.

| The fair value of the share option is independently determined using the Black Scholes option pricing model that takes into account various factors as discussed in note 2.

| The following table summarises the equity settled share options with employees in the period:

| Item |  | Number |  | Weighted average exercise price (AUD$ | ) |

| Outstanding at the beginning of the period |  | 24,475 |  | 16.13 |  |

| Granted during the year |  | - |  | - |  |

| Forfeited/cancelled during the period |  | (704 | ) | 16.13 |  |

| Exercised during the period |  | - |  | - |  |

| Expired during the period |  | - |  | - |  |

| Outstanding at the end of the period |  | 23,771 |  | 16.13 |  |

| Exercisable at the end of the period |  | 15,297 |  | 16.13 |  |

| The charge recognised in the year was £8,181 (2024: £21,154).

| Further details over how the fair value of the services received are measured are given in note 2 to the financial statements.

11. | SECURED DEBT

| In 2022, the company created a fixed and floating charge over its assets and a negative pledge all in favour of Sixth Street Specialty Lending, Inc. This charge is still outstanding.

12. | ULTIMATE PARENT COMPANY

| The immediate parent company is KeyPay Ltd.

| The ultimate parent company is Employment Hero Holdings Pty Ltd, for which consolidated financial statements are prepared.

| The registered address of KeyPay Ltd is 10 John Street, London, United Kingdom, WC1N 2EB. The registered address of Employment Hero Holdings Pty Ltd is Level 2, 435A-437 Kent Street, Sydney NSW 2000, Australia. Consolidated accounts are publicly available at ASIC Connect website.

13. | ULTIMATE CONTROLLING PARTY

| There is no ultimate controlling party.