Registration number: 05441254

Embed Limited
(Registration number: 05441254)

Contents

Company Information	1
Directors' Report	2 to 3
Statement of Directors' Responsibilities	4
Independent Auditor's Report	5 to 8
Profit and Loss Account	9
Statement of Comprehensive Income	9
Balance Sheet	10
Statement of Changes in Equity	11
Notes to the Financial Statements	12 to 23

Embed Limited
(Registration number: 05441254)

Company Information

Directors

D Ruppel R D Van Hal W Hewitt Jr D J Pates

Registered office

Viscount Centre 2 University Of Warwick Science Park Millburn Hill Road Coventry CV4 7HS

Auditors

Thompson Jenner LLP Statutory Auditors 1 Colleton Crescent Exeter Devon EX2 4DG

Embed Limited
(Registration number: 05441254)

Directors' Report for the Year Ended 31 December 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Principal activity

The principal activity of the company is that of software consultancy and supply.

Directors of the company

The directors who held office during the year were as follows:

I Wilson (resigned 14 April 2025)

H Weinburger (resigned 10 January 2025)

M J Cole (resigned 6 March 2025)

D Hoyle (resigned 1 July 2025)

The following directors were appointed after the year end:

D Ruppel (appointed 6 March 2025)

R D Van Hal (appointed 1 July 2025)

W Hewitt Jr (appointed 10 January 2025)

D J Pates (appointed 1 July 2025)

Embed Limited
(Registration number: 05441254)

Directors' Report for the Year Ended 31 December 2024

Going concern

These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future despite the loss for the financial year of £2,219,430 and the balance sheet being in a net liability position at the year end of £3,221,692.

However, during Q2 2025 Embed received capital contribution in cash for new shares of £5.2M. Embed used this cash to fully repay the loan payable to Littelfuse Netherlands B.V. As from that date Embed has positive equity, sufficient cash to pay all due payables as they come.

Embed has achieved notable success through its dynamic and agile approach to embedded software development—an approach that played a pivotal role in its integration into the Littelfuse group. Building on this foundation, Embed has begun laying the groundwork to become the group's Centre of Excellence for embedded software.

This initiative is focused on leveraging Embed's technical expertise to support the wider organisation in delivering more integrated and innovative solutions to customers. By centralising embedded software capabilities, Embed aims to enhance collaboration across business units and drive operational efficiencies

Following the capital contributions received during Q2, Embed has undertaken a comprehensive organisational restructure designed to enhance agility and position the business for sustained long-term growth. As part of this transformation, the company has strategically pivoted from its previous focus on the Automotive sector to a broader range of industries where its core capabilities are better aligned and can deliver greater value. Central to this evolution is the appointment of a new Managing Director, who brings fresh leadership and a renewed strategic vision to guide the business through its next phase of growth and diversification.

This strategic shift reflects a proactive response to evolving market dynamics and is underpinned by a clear vision for diversification and scalability. The leadership team is fully aligned on this direction and confident that these changes will serve as a catalyst for accelerated growth and resilience in the years ahead.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Approved and authorised by the Board on 19 August 2025 and signed on its behalf by:
 

......................................... W Hewitt Jr Director

Embed Limited
(Registration number: 05441254)

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report 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 apply them consistently;

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

•	state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

•	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 and in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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.

Embed Limited
(Registration number: 05441254)

Independent Auditor's Report to the Members of Embed Limited

Qualified opinion

We have audited the financial statements of Embed Limited (the 'company') for the year ended 31 December 2024, which comprise the Profit and Loss Account, Statement of Comprehensive Income, 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, 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 loss 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 qualified opinion on financial statements

We were appointed as auditors of the company on 6 February 2024 and thus did not observe the counting of the physical inventories at the beginning of the year. We were unable to obtain satisfactory audit evidence by alternative means in relation to inventory quantities at 31 December 2023. Since opening inventories enter into the determination of the financial performance and cash flows, we were unable to determine whether adjustments might have been necessary in respect of the profit for the year reported in the statement of comprehensive income.

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 auditor 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 qualified opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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.

Embed Limited
(Registration number: 05441254)

Independent Auditor's Report to the Members of Embed Limited

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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:

•	the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•	the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

Except for the matter described in the basis for qualified opinion section of our report, in the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

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 4], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Auditor Responsibilities for the audit of the financial statements

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

Embed Limited
(Registration number: 05441254)

Independent Auditor's Report to the Members of Embed Limited

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

•	the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

•	we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector in which the company operates;

•

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

•	we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

•	identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

•	making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

•	considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

•	performed analytical procedures to identify any unusual or unexpected relationships;

•	tested journal entries to identify unusual transactions;

•	assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

•	investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

•	agreeing financial statement disclosures to underlying supporting documentation;

•	enquiring of management as to actual and potential litigation and claims; and

•	reviewing correspondence with HMRC, relevant regulators, and the charity’s legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Embed Limited
(Registration number: 05441254)

Independent Auditor's Report to the Members of Embed Limited

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
 

Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Mr Jonathan Westley (Senior Statutory Auditor)
For and on behalf of Thompson Jenner LLP, Statutory Auditor

1 Colleton Crescent
Exeter
Devon
EX2 4DG

22 September 2025

Embed Limited
(Registration number: 05441254)

Profit and Loss Account for the Year Ended 31 December 2024

	Note	2024 £	2023 £
Turnover	3	3,100,302	3,507,955
Cost of sales		(3,290,708)	(3,082,106)
Gross (loss)/profit		(190,406)	425,849
Administrative expenses		(1,864,478)	(2,011,953)
Operating loss	4	(2,054,884)	(1,586,104)
Other interest receivable and similar income	5	72	3,666
Interest payable and similar expenses	6	(164,619)	(85,897)
Loss before tax		(2,219,431)	(1,668,335)
Taxation	10	-	34,536
Loss for the financial year		(2,219,431)	(1,633,799)

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.