REGISTERED NUMBER: 05881532 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE PERIOD 1 OCTOBER 2023 TO 31 DECEMBER 2024

FOR

BLUEPRINT DESIGN ENGINEERING LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

Mr J R Barratt

Mr R P Sharphouse

SECRETARY:

Mr J R Barratt

REGISTERED OFFICE:

The Clock Tower Business Centre

Low Wood

Ulverston

Cumbria

LA12 8LY

REGISTERED NUMBER:

05881532 (England and Wales)

AUDITORS:

Melville & Co

17/18 Trinity Enterprise Centre

Furness Business Park

Ironworks Road

Barrow in Furness

Cumbria

LA14 2PN

BANKERS:

National Westminster Bank plc

113 Dalton Road

Barrow in Furness

Cumbria

LA14 1WY

The directors present their annual strategic report for the 65 week period ended 31 December 2024. In preparing this strategic report, the directors have complied with S412c of the Companies Act 2006.

The company extended its trading period by 3 Months in order to move its year end from the 30 September to 31 December. Therefore, this set of financial statements covers a period of 65 Weeks as opposed to the usual 52 Week period.

PRINCIPAL ACTIVITY AND BUSINESS REVIEW

As with previous years, the principal activity of the company is that of design, manufacture and sales of subsea acoustic sensors and navigation equipment. The market for these products is split into the commercial sectors of underwater survey & exploration and the governmental sectors of Defence and Search and Rescue. The company's products are marketed and sold internationally, both directly and through an extensive group of distributors and partners.

During the year ended 31 December 2024 the company continued a trend of steady growth. This was largely due to the delivery of several larger international defence contracts. The continued growth in sales of the company's acoustic imaging and positioning products was also a contributing factor.

The company continues to work with numerous partners to develop new projects and systems enhancing the company's future abilities.

The company continues to further its product portfolio and its markets by the ever-present research and development of new systems and accessories to current products.

On 20 June 2024, Blueprint Subsea became wholly owned subsidiary of AION Group Srl along with its sister company SUEX Srl. This strategic partnership of both subsidiaries under a parent holding has strengthened its relationship with SUEX Srl. This re-structuring broadens horizons in the underwater domain, builds strength by bridging resources and opens opportunities for new product development and growth. Whilst Blueprint Subsea and SUEX Srl share a market overlap in the defence and diving sectors, both brands have considerable strength in their own independent markets. Both Blueprint Subsea and SUEX Srl will continue to operate and trade as separate entities under their current management for the foreseeable future.

KEY PERFORMANCE INDICATORS (Adjusted for a 12 Month comparable period)

Gross Turnover grew from £20.85m (23) to £25.18m (24) a 20.76% increase.

Gross Profit grew from £11.09 (23) to £13.82m (24) a 24.61% increase.

Gross Profit percentage has risen from 53.2% (23) to 54.9% (24)

Net Profit after tax grew from £6.61m (23) to £7.32m (24)

Number of employees grew from 40 (23) 48 (24) a 20% increase.

PRINCIPAL RISKS AND UNCERTAINTIES

Exposure to Foreign Economies

The company operates internationally but manages to mitigate the risk of exposure to foreign exchange rates by using GB Pound Sterling as its functional currency. Whilst a small percentage of the supply chain does expose the company to both EUROs and USDs this is mitigated by an almost bi-lateral amount of invoicing and the holding of bank accounts in those currencies.

Global Economic Climate

The global economic climate continues to pose an ever-present risk to the company. The company diversifies its sales across multiple market sectors and international user groups in order to manage the risk as much as possible.

Competitive Pressure

Whilst competitive pressure is constantly a risk for the company, it minimizes this risk by operating in extremely niche markets whilst constantly updating its products, keeping them as technologically advanced as possible. The company's wide spread of market sectors and the agility of its design department also minimises risk of competition.

FUTURE DEVELOPMENTS

The company continues to seek opportunities by forming strong alliances with partner companies in similar sectors, designing new and refreshed products, and by diversification into new markets.

Turnover and profitability in 2025 is expected to remain healthy and stable, although possibly not as buoyant as 2024. This is largely due to the undulating nature and timings of contracts from the defence market.

ON BEHALF OF THE BOARD:

Mr J R Barratt - Secretary

22 August 2025

The directors present their report with the financial statements of the company for the period 1 October 2023 to 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the period under review was that of electromechanical design and manufacturing consultancy.

DIVIDENDS

The total distribution of dividends for the period ended 31 December 2024 will be £ 7,000,000 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 October 2023 to the date of this report.

Mr J R Barratt

Mr R P Sharphouse

DIRECTORS' RESPONSIBILITIES STATEMENT

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). 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.

ON BEHALF OF THE BOARD:

Mr J R Barratt - Secretary

22 August 2025

Opinion

We have audited the financial statements of Blueprint Design Engineering Limited (the 'company') for the period ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 period 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 qualified 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 Directors' Responsibilities Statement 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:

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.

- Enquiry of management, and those charged with governance around actual and potential litigation and claims.

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

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.

Simon Oram MA FCCA (Senior Statutory Auditor)

for and on behalf of Melville & Co

17/18 Trinity Enterprise Centre

Furness Business Park

Ironworks Road

Barrow in Furness

Cumbria

LA14 2PN

23 August 2025

TURNOVER

3

31,480,502

20,848,717

Cost of sales

14,207,533

9,758,284

GROSS PROFIT

17,272,969

11,090,433

Administrative expenses

5,060,801

3,017,780

OPERATING PROFIT

5

12,212,168

8,072,653

Income from fixed asset investments

7

726

-

Interest receivable and similar income

8

41,638

21,828

42,364

21,828

12,254,532

8,094,481

Interest payable and similar expenses

9

-

51

PROFIT BEFORE TAXATION

12,254,532

8,094,430

Tax on profit

10

3,099,080

1,482,514

PROFIT FOR THE FINANCIAL PERIOD

9,155,452

6,611,916

PROFIT FOR THE PERIOD

9,155,452

6,611,916

OTHER COMPREHENSIVE INCOME

Purchase of own shares

2

-

Bonus share issue

(170,850

)

-

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX

(170,848

)

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

8,984,604

6,611,916

FIXED ASSETS

Intangible assets

12

109,117

-

Tangible assets

13

585,757

574,950

Investments

14

30,945

30,945

725,819

605,895

CURRENT ASSETS

Stocks

15

7,323,636

4,537,439

Debtors

16

8,537,114

4,340,886

Cash at bank and in hand

4,846,512

5,974,191

20,707,262

14,852,516

CREDITORS

Amounts falling due within one year

17

5,618,833

1,970,307

NET CURRENT ASSETS

15,088,429

12,882,209

TOTAL ASSETS LESS CURRENT LIABILITIES

15,814,248

13,488,104

PROVISIONS FOR LIABILITIES

19

170,692

-

NET ASSETS

15,643,556

13,488,104

CAPITAL AND RESERVES

Called up share capital

20

170,940

92

Share premium

21

19,990

19,990

Retained earnings

21

15,452,626

13,468,022

SHAREHOLDERS' FUNDS

15,643,556

13,488,104

The financial statements were approved by the Board of Directors and authorised for issue on 22 August 2025 and were signed on its behalf by:

Mr J R Barratt - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 October 2022

92

6,856,106

19,990

6,876,188

Changes in equity

Total comprehensive income

-

6,611,916

-

6,611,916

Balance at 30 September 2023

92

13,468,022

19,990

13,488,104

Changes in equity

Issue of share capital

170,848

-

-

170,848

Dividends

-

(7,000,000

)

-

(7,000,000

)

Total comprehensive income

-

8,984,604

-

8,984,604

Balance at 31 December 2024

170,940

15,452,626

19,990

15,643,556

Cash flows from operating activities

Cash generated from operations

1

12,670,986

4,368,993

Interest paid

-

(51

)

Tax paid

(2,060,596

)

(1,857,168

)

Net cash from operating activities

10,610,390

2,511,774

Cash flows from investing activities

Purchase of intangible fixed assets

(111,931

)

-

Purchase of tangible fixed assets

(347,164

)

(618,889

)

Loan to parent company

(172,842

)

-

Amts due by group undertakings

(4,148,496

)

-

Interest received

41,638

21,828

Dividends received

726

-

Net cash from investing activities

(4,738,069

)

(597,061

)

Cash flows from financing activities

Equity dividends paid

(7,000,000

)

-

Net cash from financing activities

(7,000,000

)

-

(Decrease)/increase in cash and cash equivalents

(1,127,679

)

1,914,713

Cash and cash equivalents at beginning of period

2

5,974,191

4,059,478

Cash and cash equivalents at end of period

2

4,846,512

5,974,191

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

1.10.23

to

Year Ended

31.12.24

30.9.23

£

£

Profit before taxation

12,254,532

8,094,430

Depreciation charges

339,171

133,497

Loss on disposal of fixed assets

-

3,010

Finance costs

-

51

Finance income

(42,364

)

(21,828

)

12,551,339

8,209,160

Increase in stocks

(2,786,197

)

(1,037,439

)

Decrease/(increase) in trade and other debtors

125,110

(1,789,247

)

Increase/(decrease) in trade and other creditors

2,780,734

(1,013,481

)

Cash generated from operations

12,670,986

4,368,993

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 31 December 2024

31.12.24

1.10.23

£

£

Cash and cash equivalents

4,846,512

5,974,191

Year ended 30 September 2023

30.9.23

1.10.22

£

£

Cash and cash equivalents

5,974,191

4,059,478

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.10.23

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

5,974,191

(1,127,679

)

4,846,512

5,974,191

(1,127,679

)

4,846,512

Total

5,974,191

(1,127,679

)

4,846,512

1.	STATUTORY INFORMATION

Blueprint Design Engineering 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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.

Change in accounting reference date

Following a restructure during the year, the company extended its accounting reference date from the 30 September to the 31 December to bring it in line with group reporting.

Significant judgements and estimates

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 only that period or in the period of the revision and future periods were the revision affects both current and future periods.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and trade discounts.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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 ten 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 leasehold property

-

10% on cost

Plant and machinery

-

33% on cost and 20% on cost

Fixtures and fittings

-

20% on cost

Computer equipment

-

20% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Taxation

Taxation for the period comprises current. 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 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 period 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.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

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.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Unlisted investments

Unlisted investments are recognised in the financial statements at cost less any impairment losses. Cost includes the purchase price and any directly attributable costs of acquisition. Impairment losses are recognised when there is objective evidence that the investment has been impaired.

Leasing

Rentals paid under operating leases are charged to income as incurred.

3.

TURNOVER

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

4.	EMPLOYEES AND DIRECTORS

Period

1.10.23

to

Year Ended

31.12.24

30.9.23

£

£

Wages and salaries

2,307,634

1,592,962

Social security costs

246,505

166,881

Other pension costs

68,231

53,225

2,622,370

1,813,068

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

Period

1.10.23

to

Year Ended

31.12.24

30.9.23

Marketing, sales and trading

34

31

Research and development

9

9

43

40

Period

1.10.23

to

Year Ended

31.12.24

30.9.23

£

£

Directors' remuneration

250,000

200,000

Directors' pension contributions to money purchase schemes

12,500

14,500

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

Money purchase schemes

2

2

Information regarding the highest paid director is as follows:

Period

1.10.23

to

Year Ended

31.12.24

30.9.23

£

£

Emoluments etc

125,000

100,000

Pension contributions to money purchase schemes

7,500

8,500

5.	OPERATING PROFIT

The operating profit is stated after charging:

Period

1.10.23

to

Year Ended

31.12.24

30.9.23

£

£

Depreciation - owned assets

336,357

133,498

Loss on disposal of fixed assets

-

3,010

Computer software amortisation

2,814

-

Foreign exchange differences

491,347

37,836

6.	AUDITORS' REMUNERATION

Period

1.10.23

to

Year Ended

31.12.24

30.9.23

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

4,890

4,150

7.

INCOME FROM FIXED ASSET INVESTMENTS

Period

1.10.23

to

Year Ended

31.12.24

30.9.23

£

£

Franked investment income

726

-

8.

INTEREST RECEIVABLE AND SIMILAR INCOME

Period

1.10.23

to

Year Ended

31.12.24

30.9.23

£

£

Interest received

41,638

21,828

9.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

1.10.23

to

Year Ended

31.12.24

30.9.23

£

£

Interest payable

-

51