REGISTERED NUMBER: 04235055 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

COGNITRAN LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Profit and Loss Account

10

Statement of Total Recognised Gains and Losses

11

Balance Sheet

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14

Directors:

D I Stott

D Butterworth

Registered office:

Imperium

Imperial Way

Reading

Berkshire

RG2 0TD

Registered number:

04235055 (England and Wales)

Auditors:

Baverstocks Limited

Statutory Auditor

Chartered Certified Accountants

Dickens House

Guithavon Street

Witham

Essex

CM8 1BJ

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

Review of business

The profit and loss account for the year is set out on page 10.

In the year to December 2024 the company generated an operating profit of £2,810,236 (2023 - £2,634,258).

The profit for the year, before taxation, amounted to £3,192,544 (2023 - £2,951,952).

Principal risks and uncertainties

As most of the business is conducted electronically the threat of Cyber-attack remains a concern and risk to the business. We are confident that we have measures in place to combat such attacks and we continue to invest in this area to ensure that we have the processes in place to protect the business and its customers.

The business continues to face competition for its products, however the directors are confident that its continued focus on business improvements and listening to its customers means the business remains competitive, with the added support and contacts of our shareholders.

The company's main foreign currency risk exposure arises from the cost of the subcontractor services provided by our Polish subsidiary which is charged in PLN. The company has not engaged in any financial instruments activity to mitigate its exposure and has absorbed the impact of exchange rate changes. Snap-On Incorporated treasury provide hedging on a consolidated basis to minimise this risk.

Financial key performance indicators

The company uses the following Key Performance Indicators to monitor the performance of the business:

2024

2023

Gross Profit as a percentage of Turnover

27.35%

28.85%

Operating Profit as a percentage of Turnover

20.83%

21.93%

Employee Headcount

49

47

Financial risk management objectives and policies and exposure to risk

Credit Risk

Credit risk is the risk of financial loss to the company if a customer or debtor fails to meet its contractual obligations.

The Company is exposed to the usual cash flow risk associated with selling on credit and manages this through strong credit control procedures. These include assessment for all new customers and the monitoring of outstanding receivables.

Interest Rate Risk

Interest rate risk is the risk of financial loss to the company if interest rates move significantly up or down. The exposure to this risk is limited as mitigated through the treasury management which is undertaken as part of the overall risk management strategy of Snap-on Incorporated, the ultimate parent company.

Liquidity Risk

Liquidity risk arises from the company's management of working capital. The exposure to this risk is limited as mitigated through the treasury management which is undertaken as part of the overall risk management strategy of Snap-on Incorporated, the ultimate parent company.

On behalf of the board:

D I Stott - Director

15 September 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

Dividends

No dividends will be distributed for the year ended 31 December 2024.

Research and development

The company has continued to incur research and development costs, most of which are fully written off as incurred. However certain specific expenditure relating to new and existing products has been capitalised, where the requirements of FRS 102.18 'Intangible Assets other than Goodwill' are met. Research and development spend of £695,546 (2023 - £817,903) was capitalised during the year.

Future developments

The Company will continue to provide software products to customers in the automotive industry and no changes to this activity is planned. The company's growth strategy includes organic growth and growth through the development of new products and it is anticipated that this strategy will continue.

Directors

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

D I Stott

D Butterworth

Statement of directors' responsibilities

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Auditors

The auditors, Baverstocks Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

D I Stott - Director

15 September 2025

Opinion

We have audited the financial statements of Cognitran Limited (the 'company') for the year ended 31 December 2024 which comprise the Profit and Loss Account, Statement of Total Recognised Gains and Losses, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to assessing the risks of material misstatement due to fraud and noncompliance with laws and regulations was as follows:-

We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and determined that the most significant are those that relate to compliance with the Companies Act 2006, Financial Reporting Standard 102 and relevant tax legislation.

We assessed the risks of material misstatements in respect of fraud and determined that the principal risks were related to posting of journal entries to manipulate the results for the financial year. We made enquiries of management during the audit to determine any instances of fraud, while also discussing the areas of risk in relation to audit as part of our audit team meeting.

Based upon the results of our risk assessment we designed our audit procedures to identify noncompliance with such laws and regulations identified above and also material misstatements in respect of fraud as follows:-

-

We obtained an understanding of the legal and regulatory framework in relation to the entity and how it complies with this framework. This included discussions with management and reviews of legal and professional fees.

-

We discussed with the management the entity's policies and procedures including systems and controls. Compliance with these was tested via discussion and walkthrough testing of controls.

-

We enquired of management of their policies and procedures in relation to fraud and their knowledge of any actual, suspected, or alleged fraud.

-

We ensured compliance with Pay as You Earn and Value Added Tax laws via reviewing returns and correspondence.

-

We considered the risk of fraud through management override, and, in response, we incorporated testing of manual journal entries into our audit approach. This included the testing of journal entries throughout the year as well as year end journals.

-

We reviewed accounting estimates for bias, which included the provision for accrued income and depreciation.

-

We agreed the financial statement disclosures to underlying supporting documentation.

-

We enquired of management if there were any potential litigation or claims.

Whilst considering how our audit work addressed the detection of irregularities, we also consider the likelihood of detection based on our approach. Irregularities from fraud are inherently more difficult to detect than those arising from error.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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.

Steven Collins (Senior Statutory Auditor)

for and on behalf of Baverstocks Limited

Statutory Auditor

Chartered Certified Accountants

Dickens House

Guithavon Street

Witham

Essex

CM8 1BJ

17 September 2025

Turnover

3

13,489,419

12,012,060

Cost of sales

9,799,996

8,547,134

Gross profit

3,689,423

3,464,926

Administrative expenses

879,187

830,668

Operating profit

5

2,810,236

2,634,258

Interest receivable and similar income

382,308

317,694

Profit before taxation

3,192,544

2,951,952

Tax on profit

6

801,733

700,053

Profit for the financial year

2,390,811

2,251,899

Profit for the year

2,390,811

2,251,899

Other comprehensive income

-

-

Total comprehensive income for the year

2,390,811

2,251,899

Fixed assets

Intangible assets

7

1,816,246

1,453,711

Tangible assets

8

32,211

48,645

Investments

9

983

983

1,849,440

1,503,339

Current assets

Debtors

10

13,150,727

11,372,004

Cash at bank

657,418

450,016

13,808,145

11,822,020

Creditors

Amounts falling due within one year

11

2,062,471

2,118,468

Net current assets

11,745,674

9,703,552

Total assets less current liabilities

13,595,114

11,206,891

Provisions for liabilities

13

4,807

7,395

Net assets

13,590,307

11,199,496

Capital and reserves

Called up share capital

14

14,699

14,699

Share premium

15

235,330

235,330

Retained earnings

15

13,340,278

10,949,467

Shareholders' funds

13,590,307

11,199,496

The financial statements were approved by the Board of Directors and authorised for issue on 15 September 2025 and were signed on its behalf by:

D I Stott - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2023

14,699

8,697,568

235,330

8,947,597

Profit for the year

-

2,251,899

-

2,251,899

Total comprehensive income

-

2,251,899

-

2,251,899

Balance at 31 December 2023

14,699

10,949,467

235,330

11,199,496

Profit for the year

-

2,390,811

-

2,390,811

Total comprehensive income

-

2,390,811

-

2,390,811

Balance at 31 December 2024

14,699

13,340,278

235,330

13,590,307

1.	Statutory information

Cognitran Limited 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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about Cognitran Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Snap-On Inc, Po Box 1410 Kenosha WI 53141-1410 U.S.A..

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.

Critical accounting judgements and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

There are no estimates and assumptions that have a significant risk of causing material adjustment in the financial statements.

Turnover

Revenue is measured at the fair value of the consideration received or receivable, net of discounts, excluding VAT and other sales-related taxes. The Company generates revenue under three revenue categories and the basis of recognition for each category is described below:

(i) Perpetual software licences and specified upgrades

Perpetual software licences and specified upgrades revenue are recognised when the significant risks and rewards of ownership relating to the licence or upgrade have been transferred to the customer, and it is probable that the economic benefits associated with the transaction will flow to the Company. Revenue from perpetual software licences is recognised in accordance with the period for which the licence is provided. Revenue from specified upgrades is recognised when electronic delivery has taken place.

(ii) Rendering of professional software services

Revenue from the provision of professional software services is recognised in the period in which the services are delivered, or by reference to the stage of completion of the transaction, when all of the following conditions are satisfied:

-

The amount of revenue can be measured reliably;

-

It is probable that economic benefits associated with the transaction will flow to the Company;

-

The stage of completion of the transaction at the end of the reporting period can be measured reliably; and

-

The costs incurred and the costs to complete the transaction can be measured reliably.

(iii) Consultancy

Revenue from consultancy services is recognised when delivered to the customer.

When products and services are bundled together before being sold the customer, it is necessary to apply recognition criteria to the separately identifiable components of a single transaction in order to reflect the substance of the transaction. The associated revenue is allocated between the constituent parts of the bundle on a relative fair value basis.

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.

Computer software is being amortised evenly over its estimated useful life of 3 years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to Property

-

Straight Line Over Period of Lease

Fixtures and Fittings

-

25% on cost and 25% on reducing balance

Computer Equipment

-

33% on cost and 20% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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.

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.

Pension costs and other post-retirement benefits

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. Contributions payable for the period are charged in the profit and loss account.

Investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

3.

Turnover

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2024

2023

£

£

Provision of services

13,489,419

12,012,060

13,489,419

12,012,060

4.	Employees and directors

2024

2023

£

£

Wages and salaries

2,793,971

2,398,186

Social security costs

305,280

263,714

Other pension costs

118,399

98,868

3,217,650

2,760,768

The average number of employees during the year was as follows:

2024

2023

Cost of Sales

48

46

Directors

1

1

49

47

2024

2023

£

£

Directors' remuneration

207,805

202,453

Directors' pension contributions to money purchase schemes

9,996

6,873

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

Information regarding the highest paid director is as follows:

2024

2023

£

£

Emoluments etc

207,805

202,453

Pension contributions to money purchase schemes

9,996

6,873

5.	Operating profit

The operating profit is stated after charging:

2024

2023

£

£

Depreciation - owned assets

31,562

59,775

Computer software amortisation

333,011

374,639

Auditors Remuneration

12,464

14,843

Foreign exchange differences

33,831

23,973

6.

Taxation

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

804,321

704,961

Deferred Taxation

(2,588

)

(4,908

)

Tax on profit

801,733

700,053

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Profit before tax

3,192,544

2,951,952

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 25%)

798,136

737,988

Effects of:

Expenses not deductible for tax purposes

3,597

6,407

on deferred tax

Effect of change in tax rate during the year

-

(44,342

)

Total tax charge

801,733

700,053

7.	Intangible fixed assets

Computer

software

£

Cost

At 1 January 2024

3,533,976

Additions

695,546

At 31 December 2024

4,229,522

Amortisation

At 1 January 2024

2,080,265

Amortisation for year

333,011

At 31 December 2024

2,413,276

Net book value

At 31 December 2024

1,816,246

At 31 December 2023

1,453,711

8.	Tangible fixed assets

Improvements

Fixtures

to

and

Computer

Property

Fittings

Equipment

Totals

£

£

£

£

Cost

At 1 January 2024

74,850

197,961

243,180

515,991

Additions

-

-

15,128

15,128

Disposals

(41,747

)

(104,375

)

(178,247

)

(324,369

)

At 31 December 2024

33,103

93,586

80,061

206,750

Depreciation

At 1 January 2024

67,459

189,711

210,176

467,346

Charge for year

1,478

8,250

21,834

31,562

Eliminated on disposal

(41,747

)

(104,375

)

(178,247

)

(324,369

)

At 31 December 2024

27,190

93,586

53,763

174,539

Net book value

At 31 December 2024

5,913

-

26,298

32,211

At 31 December 2023

7,391

8,250

33,004

48,645

9.	Fixed asset investments

Shares in

Group

Undertakings

£

Cost

At 1 January 2024

and 31 December 2024

983

Net book value

At 31 December 2024

983

At 31 December 2023

983

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Cognitran Sp z o.o.

Registered office:

Nature of business: Computer consultancy services

%

Class of shares:

holding

Ordinary

100.00

31.12.24

31.12.23

£

£

Aggregate capital and reserves

649,867

473,098

Profit for the year

190,469

22,519