| Spottitt Ltd |
| Notes to the Accounts |
| for the year ended 31 December 2024 |
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| 1 |
Accounting policies |
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Basis of preparation |
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The accounts have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the standard). Convertible loans are treated as a financial liability in accordance with FRS102. During the year the company received $500,000 (£392,863) AS equity funds under an Advance Subscription Agreement which has been treated as equity as it is not repayable in any circumstances with no interest payable and the fixed share amounts will be issued following a trigger point. During the year the company had share options that were exercised and these are disclosed under equity issues in the year. The company changed it's accounting period in 2023 to end on 31 December to bring it in line with it's subsidiary's year end. |
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Turnover |
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Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. |
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Intangible fixed assets |
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Intangible fixed assets are measured at cost less accumulative amortisation and any accumulative impairment losses. Expenditure on development activities may be capitalised if the product or process is technically and commercially feasible and the company intends and has the technical ability and sufficient resources to complete development, future economic benefits are probable and if the company can measure reliably the expenditure attributable to the intangible asset during its development. The expenditure capitalised includes the cost of specialist subcontractors services and direct labour. Other development expenditure is recognised in the profit and loss account as an expense as and when incurred. Capitalised development expenditure is stated at cost less accumulated amortisation less accumulated impairment losses. Amortisation is charged to the profit and loss on a straight line basis over the estimated useful economic lives of the intangible assets. The estimated useful lives of the capitalised development costs is 10 years based on anticipated cashflows relating to the development and the basis is reviewed periodically or when events changes. |
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Tangible fixed assets |
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Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows: |
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Plant and machinery |
25% reducing basis |
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Investments |
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Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account. |
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Share-based payment |
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The cost and corresponding increase in equity in respect of equity-settled share-based payment transactions with employees are measured by reference to the fair value of equity instruments issued at the date of grant. Amounts are expensed on a straight line basis over the vesting period based on the estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions. The cost and fair value of the liability incurred in respect of cash-settled transactions is measured using an appropriate option pricing model with changes in fair value recognised in profit or loss for the period. |
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Debtors |
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Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts. |
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Creditors |
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Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. |
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Taxation |
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A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted. |
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Provisions |
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Provisions (i.e. liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably. |
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Foreign currency translation |
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Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss. |
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Leased assets |
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A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases. The rights of use and obligations under finance leases are initially recognised as assets and liabilities at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments. Minimum lease payments are apportioned between the finance charge and the reduction in the outstanding liability using the effective interest rate method. The finance charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability. Leased assets are depreciated in accordance with the company's policy for tangible fixed assets. If there is no reasonable certainty that ownership will be obtained at the end of the lease term, the asset is depreciated over the lower of the lease term and its useful life. Operating lease payments are recognised as an expense on a straight line basis over the lease term. |
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Pensions |
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Contributions to defined contribution plans are expensed in the period to which they relate. |
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| 2 |
Employees |
2024 |
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2023 |
| Number |
Number |
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Average number of persons employed by the company |
3 |
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3 |
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| 3 |
Intangible fixed assets |
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Development costs (IP) |
£ |
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Cost |
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At 1 January 2024 |
133,540 |
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Additions (( internally generated) |
36,515 |
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At 31 December 2024 |
170,055 |
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Amortisation |
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At 1 January 2024 |
51,128 |
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Provided during the year |
17,004 |
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At 31 December 2024 |
68,132 |
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Net book value |
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At 31 December 2024 |
101,923 |
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At 31 December 2023 |
82,412 |
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Development cost (IP) is being written off in equal annual instalments over its estimated economic life of 10 years. No impairment charge was recognised in the year (2023: £Nil). Development costs relate to systems currently and expected to remain in use by the company. Future economic benefit is expected to derive from all intangible fixed assets and accordingly the directors deem no impairment charge is required. |
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| 4 |
Tangible fixed assets |
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Plant and machinery etc |
| £ |
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Cost |
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At 1 January 2024 |
858 |
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At 31 December 2024 |
858 |
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Depreciation |
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At 1 January 2024 |
724 |
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Charge for the year |
33 |
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At 31 December 2024 |
757 |
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Net book value |
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At 31 December 2024 |
101 |
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At 31 December 2023 |
134 |
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| 5 |
Investments- subsidiary |
| Investments in |
| subsidiary |
| undertakings |
| £ |
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Cost |
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At 1 January 2024 |
23,363 |
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At 31 December 2024 |
23,363 |
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Investments relates to a 100% share holding in Spottitt Sp. Zoo registered in Kiełczów, Poland. As the company held more than a 20% holding, the detailed disclosures as at 31 December 2024 are as stated below: |
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| Percentage |
Capital and |
Profit (loss) |
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Company |
Shares held |
held |
reserves |
for the period |
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Class |
% |
£ |
£ |
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Spottitt Sp. Zoo (registered in Poland) |
Ordinary |
100 |
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(279,910) |
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(210,196) |
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| 6 |
Debtors |
2024 |
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2023 |
| £ |
£ |
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Trade debtors |
- |
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110,887 |
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Amounts owed by group undertakings and undertakings in which the company has a participating interest (see note 11) |
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441,108 |
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169,571 |
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Other debtors (2024 - vat debtor) |
11,038 |
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785 |
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Sundry debtors |
2 |
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- |
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452,148 |
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281,243 |
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| 7 |
Creditors: amounts falling due within one year |
2024 |
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2023 |
| £ |
£ |
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Trade creditors |
38,608 |
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36,665 |
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Taxation and social security costs |
5,286 |
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12,775 |
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Other creditors ( incl. DLA 2024 & 2023: £3,203 for LK) |
14,851 |
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22,409 |
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58,745 |
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71,849 |
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| 8 |
Creditors: amounts falling due after one year |
2024 |
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2023 |
| £ |
£ |
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Accrued interest on shareholders loans |
29,684 |
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22,535 |
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Bounce Back Loan (re: Covid Loan Government secured) |
12,462 |
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17,937 |
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Convertible loan ( matures 2025) |
80,000 |
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80,000 |
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Other creditors ( shareholders loan advances see note 11) |
78,558 |
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78,558 |
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200,704 |
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199,030 |
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On 26.08.2023 convertible loans were received from KIC InnoEnergy (£19,028), Lucy Kennedy (£30,486) and Threa SRL (£30,486) total £80,000 at a rate of 8% p.a payable on maturity date in 2025. If before the maturity date a qualifying equity investment round of £300,000 or more is closed, then this convertible loan notes will automatically convert to equity at a 30% discount for all lenders. |
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The original 2018 shareholders loan agreement has been carried forward on the same basis for a further 5 years to June 2028. Interest is accrued at a rate of 4% above the Bank of England rate and payable on the repayment date. Repayment of this debt will be the earlier of Spottitt Ltd receiving funding in any financial year of £860,000 or the Board of directors unanimously agree that the post tax profits are sufficient for repayment or five years from the effective date being in June 2028. |
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| 9 |
Loans |
2024 |
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2023 |
| £ |
£ |
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Creditors include Bounce Back Loan (re: Covid Government secured): |
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Instalments falling due for payment within five years |
12,462 |
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17,937 |
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Bounce bank loan secured by Government |
12,462 |
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17,937 |
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On 13.11.2020 the company received a 6-year term Bounce Back Loan of £30,000, 100% guaranteed by the Government with no fee or interest for the first 12 months and thereafter at a rate of 2.5% interest p.a. to help with the working capital.
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| 10 |
Advance Subscription Agreement AS Share Funds |
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On 31 May 2024 Spottitt Ltd received an Advance Subscription Agreement Funds from an American Funds Investor of USD$ 500,000 (£392,470) for fixed AS ordinary shares yet to be issued . The funds received has no interest charge and is not repayable under any circumstances but shares are to be at agree price, it is not a liability and therefore treated as equity. |
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| 11 |
Share-based payments and share options |
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During the year, the Chief Growth officer at Spottitt Ltd , Niccolo Teodori exercised his 80,000 company share options to acquire (2%) 80,000 of £0.0001 A ordinary shares at an agreed HMRC actual market value of £0.069422 each. The total paid for the 80,000 shares with a nominal value of £8 was £5,554, giving rise to a share premium of £5,546 (see Statement of Changes in Equity Statement and note 12 below for more details). Niccolo Teodori also has scope for further 1.5% (60,000 option shares) to vest on a straight-line basis pro rata at the end of each month until the final date when all options are fully vested on 1 May 2025. The company has not measured the fair value of the services received from Niccolo Teodori by reference to the fair value of the share options at grant dates, in order to recognise the expense in the profit and loss account and the corresponding entry in the share option reserve as per the policy note, on grounds that the amounts are not material and it would not be cost effective to obtain independent fair values using specialist option pricing model such as Black-Scholes, Binomial or Monte Carlo. However the company will adopt the accounting policy in the future when more share options are granted to several employees and the amounts become material. |
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| 12 |
Related party transactions |
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During the period the total amount of sales invoices issued to the subsidiary company Spottitt Sp Zoo in Poland was £nil. The total consultancy charges from the subsidiary to the parent company during the period was £nil (nil PLN). During the period the company advanced loans totalling £411,399 (2,140,181 PLN) repayable by 31 Dec 2026 with interest due at maturity at WIBOR 3M +2.4% of £29,709 (154,549 PLN). Total due £441,108 (2,294,730 PLN) The company's investment at 100% in the subsidiary remained unchanged at £23,363 (130,000PLN). see note 5. above. During the period total consultancy costs from Threa SRL (a Belgium company in which P Senes is the director) amounted to £18,958 ( Euros 22,500) and the balance outstanding as at the year end was £3,721 (Euros 4,500).
Included within note 8 above, is total loan advances of £78,558 in March 2018 from shareholders, two of whom are also directors, i.e. L Kennedy £28,124 and P Senes £23,670 via his Belgium company (Paolo Senes SPRL). The balance £26,764 was advanced by M Deplano who is a shareholder but not a director. Interest provision thereto for the period amounts to £7,149 making the cumulative amount £29,684 which remains unpaid until maturity in June 2028.
Included in note 7. above under other creditors is brought forward amounts owed to L Kennedy (director) of £3,203 with regards to previous years short term cashflow advances.
On 10 December 2021 KIC InnoEnergy SE company registered in The Netherlands ( a corporate director and 21.60% shareholder in Spottitt Ltd) acquired warrants of £50,477 ( Euros 60,000) which were exercised and converted into 76,071 ordinary shares of £0.0001 each in December 2023 as well as receiving additional 14,734 new shares on 12 February 2024 to offset any dilution of ownership following the exercise of the management employee share option by the Chief Growth officer at Spottitt Ltd , Niccolo Teodori to acquire 80,000 A ordinary shares of £0.0001 for £5,554 . Niccolo Teodori charged £72,378 (US$ 92,190) consultancy and commission fees during the year and the balance outstanding as at the year end was £1,463 ($1,800). On 26 August 2023 Spottitt Ltd entered a convertible loan agreement with three shareholders and or directors, KIC InnoEnergy SE (£19,028), L Kennedy (£30,486) and Threa SRL (£30,486, a Belgium company in which P Senes is a director) totalling £80,000 at an annual interest rate of 8% p.a. maturing in 2025 unless if before maturity a qualifying equity round of £300,000 is closed then this convertible loan will automatically convert to equity at a 30% discount for all three lenders. |
| 13 |
Controlling party |
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As at the year ended 31 December 2024 the company was owned by several shareholders, following new issues in the period with majority holdings being, The corporate director KIC InnoEnergy SE ( owns 21.60% ) with the other two company directors ( L Kennedy and P Senes, who owns 33.60% each) along with the original cofounder M Deplano who owns 5.06% and the remaining 6.14% being owned by new subscribers Accordingly as at the reporting date there was no individual ultimate controlling party. However from August 2025 Spottitt Ltd became a wholly owned subsidiary of Lucey UK Limited ( see note 14 below) and therefore as a parent company from August 2025 Lucey UK Limited is the ultimate controlling party. |
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| 14 |
Events after the reporting date |
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In August 2025 Lucey UK Limited became the ultimate parent company of Spottitt Ltd (including Spottitt Sp. z o.o.) by acquiring 100% of it's share capital . Spottitt Ltd. shares were acquired at a total purchase price of £8. £1 per each shareholder in Spottitt Ltd. Lucey UK Limited is owned by Irish Tech entrepreneur Ian Lucey who has a growing portfolio of marketplace and AI tech businesses who can provide Spottitt Ltd. with broader financial shoulders that can support the company’s ongoing growth.
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| 15 |
Other information |
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Spottitt Ltd is a private company limited by shares and incorporated in England. Its registered office is: |
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Electron Building |
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Fermi Avenue |
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Harwell Oxford |
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Oxon |
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OX11 0QR |