REGISTERED NUMBER: 02743719 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 30 September 2024

for

Racelogic Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

DIRECTORS:

J A D Thomas

H F Thuillier

C P Smith

K Bursnall

Mrs A J Clifton

G R Mackie

I M Jones

M C Papps

SECRETARY:

M J Marshall

REGISTERED OFFICE:

Swan Business Park

Unit 10 -11 Osier Way

Buckingham

MK18 1TB

REGISTERED NUMBER:

02743719 (England and Wales)

SENIOR STATUTORY AUDITOR:

Thomas Copson FCCA

AUDITORS:

The Rowleys Partnership Limited

Charnwood House

Meridian Business Park

Harcourt Way

Leicester

Leicestershire

LE19 1WP

The directors present their strategic report of the company and the group for the year ended 30 September 2024.

REVIEW OF BUSINESS

The group continues to specialise in the design and manufacture of electronic systems for the automotive, motorsport and satellite receiver industries. This year we continued our research and market development efforts into new and innovative areas such as indoor positioning systems for TV production, sports broadcasting, and safety-critical GPS systems for tunnel use.

The year presented challenging market conditions which are reflected in our key financial indicators. Revenue decreased by 5.65% to £22.68 million (2023: £24.04 million), whilst gross profit fell by 7.64% to £14.62 million (2023: £15.83 million). Profit before taxation declined significantly by 42% to £3.09 million (2023: £5.33 million) due to the fall in gross profit and increased administrative expenses which rose to £11.54 million from £10.51 million in the previous year.

To manage our operations effectively during this period, we reduced our stock values to £4.44 million, down from £5.11 million in the previous year, representing a £0.66 million decrease. This prudent inventory management helped improve our cash position, which increased substantially by 51% to £3.24 million (2023: £2.14 million).

Despite the challenging year, we expanded our workforce to 122 employees (2023: 116), particularly strengthening our engineering and development teams to position ourselves for future growth. The group maintains a strong balance sheet and enters the new financial year in a stable financial position, with our diverse product range and wide geographic sales spread providing resilience for future market expansion.

PRINCIPAL RISKS AND UNCERTAINTIES

While we remain optimistic about our long-term prospects, we acknowledge that market conditions and unforeseen events may impact our future plans. Key areas of focus include:

Market Dynamics

We have seen reduced R&D budgets in the automotive sector particularly in the US and Europe, driven by lower than forecast sales of electric vehicles. Whilst ongoing demand for testing next-generation GNSS receivers continues due to advances in satellite technology, market timing can be unpredictable.

Customer Base

Our strength continues to lie in our market and geographic diversity. We have seen growing interest in our newer developments, including indoor positioning, GPS simulation in tunnels, and standalone GNSS and inertial systems for integration by third parties.

Supplier Relations

We maintain close collaboration with key suppliers to mitigate production risks and take a proactive approach to anticipating and addressing component supply issues.

Workforce Management

By retaining our hybrid working model we have continued to expand our recruitment reach for specialised roles, successfully growing our team by six employees during the year.

Economic and political challenges

We continue to monitor economic risks and adopt policies and procedures to mitigate their effect. The challenging market conditions experienced this year demonstrate the importance of maintaining operational flexibility.

Systems Upgrade

We successfully implemented a new cloud-based Enterprise Resource Planning and accounting system across all three offices. This has improved workflow and application integration as anticipated.

Cash Flow Management

While we have maintained healthy cash reserves, with cash increasing by over £1 million during the year. We continue to take a prudent approach to cash management and dividend timing in light of global economic pressures. Total dividends paid during the year were £2.39 million (2023: £3.10 million).

RESEARCH AND DEVELOPMENT

Our commitment to innovation remains strong, with a large number of projects progressing during the year across our core technology areas.These projects demonstrate our continued investment in advancing the state-of-the-art in GNSS technology, inertial navigation and video data systems.

Core Product Development

This year saw the much-awaited release of our flagship 100Hz data logger design for dynamic testing and the Adaptive Safety market, incorporating advanced CAN FD bus interpretation capabilities for modern vehicle testing. Significant enhancements to our combined GNSS and inertial products include improved attitude estimation accuracy and extended dead-reckoning capability during satellite outages.

GNSS Simulation and Testing

New updates to our LabSat GNSS testing solutions include multi-antenna synchronisation capabilities and real-time streaming functionality. We have also developed novel GNSS simulation technology for safety-critical tunnel applications.

Video and Camera Technology

Development of next-generation motorsport camera systems continues, with advances in real-time graphical overlay generation and GPS time synchronisation. Our broadcast and virtual production positioning systems have seen significant progress in precision camera tracking and augmented reality overlay capabilities.

Emerging Technologies

We continue to explore applications of artificial intelligence in customer support operations and have advanced our indoor positioning systems for virtual production environments. Additionally, work on predictive vehicle safety systems and enhanced data analysis tools demonstrates our expansion into new market segments.

The group will continue to invest in research and development and intends to continue to diversify outside of its traditional automotive and motorsport sectors into new and emerging markets. This strategic approach, combined with our strong balance sheet and cash position, positions the group to navigate current market challenges and capitalise on future opportunities whilst maintaining our technological leadership in precision measurement and navigation systems.

ON BEHALF OF THE BOARD:

G R Mackie - Director

26 September 2025

The directors present their report with the financial statements of the company and the group for the year ended 30 September 2024.

DIVIDENDS

During the year a final dividend for the year to 30 September 2023 of £35,906 was paid on 31 October 2023 and the following interim dividends were paid:

12/04/2024 - £1,350,000

22/07/2024 - £1,000,000

The directors recommended that no final dividend be paid on either the Ordinary or B Ordinary Shares.

The total distribution of dividends for the year ended 30 September 2024 was £2,251,250 to the Ordinary shareholders and £134,656 to the B Ordinary shareholders.

DIRECTORS

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

J A D Thomas

H F Thuillier

C P Smith

K Bursnall

Mrs A J Clifton

G R Mackie

I M Jones

M C Papps

DISCLOSURE IN THE STRATEGIC REPORT

Future developments and details of research and development as required under Schedule 7 of the Companies Act 2006 to be disclosed in the Directors' Report are set out in the Strategic Report in accordance with section 414(C) of the Companies Act 2006.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

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

ON BEHALF OF THE BOARD:

G R Mackie - Director

26 September 2025

Opinion

We have audited the financial statements of Racelogic Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 30 September 2024 and of the group's 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 group 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 group's and the parent 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 Group 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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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 group's and the parent 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 group or the parent 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.

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the most significant which are directly relevant to specific assertions in the financial statements are those related to the financial reporting frameworks (UK Generally Accepted Accounting Practice, the Companies Act 2006) and the relevant tax compliance regulations in the jurisdiction in which the Group operates;

- We enquired of management, whether they are aware of any instances of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud;

- We assessed the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur;

- Our testing considered unusual or unexpected journal entries on a sample basis;

- We evaluated the assumptions and judgements used by management within significant accounting estimates and assessing if these indicate evidence of management bias;

- We tested significant transactions, in particular the evaluation of the business rationale for any which appear unusual or outside the Group's normal course of business;

- We assessed the appropriateness of the collective competence and capabilities of the engagement team by understanding the practical experience with audit engagements of a similar nature and complexity, plus ensuring the team had appropriate and relevant training of the financial reporting framework and the relevant tax compliance regulations specific to the entity;

- We reviewed the financial statements and tested the disclosures against supporting documentation;

- We have assessed these areas at group level and at component level where appropriate, we performed the component audit work ourselves as part of our audit of those entities; and

- We communicated relevant matters to all members of the audit team to ensure they understood the risks specific to the entity and the audit procedures planned to mitigate these.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities including those leading to 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.

Thomas Copson FCCA (Senior Statutory Auditor)

for and on behalf of The Rowleys Partnership Limited

Charnwood House

Meridian Business Park

Harcourt Way

Leicester

Leicestershire

LE19 1WP

26 September 2025

TURNOVER

3

22,683,967

24,041,633

Cost of sales

8,066,769

8,215,847

GROSS PROFIT

14,617,198

15,825,786

Administrative expenses

11,538,478

10,506,057

3,078,720

5,319,729

Other operating income

4

5,109

3,177

OPERATING PROFIT

6

3,083,829

5,322,906

Interest receivable and similar income

7,264

4,229

PROFIT BEFORE TAXATION

3,091,093

5,327,135

Tax on profit

7

373,582

790,089

PROFIT FOR THE FINANCIAL YEAR

2,717,511

4,537,046

Profit attributable to:

Owners of the parent

2,717,511

4,537,046

PROFIT FOR THE YEAR

2,717,511

4,537,046

OTHER COMPREHENSIVE INCOME/(LOSS)

Currency translation differences

121,739

(408,402

)

Income tax relating to other comprehensive income/(loss)

-

-

OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR, NET OF INCOME TAX

121,739

(408,402

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,839,250

4,128,644

Total comprehensive income attributable to:

Owners of the parent

2,839,250

4,128,644

FIXED ASSETS

Intangible assets

10

166,870

-

Tangible assets

11

1,893,255

1,813,256

Investments

12

-

-

2,060,125

1,813,256

CURRENT ASSETS

Stocks

13

4,438,693

5,105,009

Debtors

14

2,755,719

2,538,824

Cash at bank

3,236,949

2,144,203

10,431,361

9,788,036

CREDITORS

Amounts falling due within one year

15

2,123,361

1,563,755

NET CURRENT ASSETS

8,308,000

8,224,281

TOTAL ASSETS LESS CURRENT LIABILITIES

10,368,125

10,037,537

PROVISIONS FOR LIABILITIES

18

100,000

149,000

NET ASSETS

10,268,125

9,888,537

CAPITAL AND RESERVES

Called up share capital

19

116

117

Share premium

20

853,106

926,861

Capital redemption reserve

20

10

10

Non Distributable Reserves

20

(200,279

)

(322,018

)

Retained earnings

20

9,615,172

9,283,567

SHAREHOLDERS' FUNDS

10,268,125

9,888,537

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

G R Mackie - Director

FIXED ASSETS

Intangible assets

10

166,870

-

Tangible assets

11

1,347,621

1,559,134

Investments

12

21,789

21,789

1,536,280

1,580,923

CURRENT ASSETS

Stocks

13

4,083,894

4,700,885

Debtors

14

2,612,819

2,091,597

Cash at bank

2,773,545

1,816,001

9,470,258

8,608,483

CREDITORS

Amounts falling due within one year

15

1,947,249

1,305,629

NET CURRENT ASSETS

7,523,009

7,302,854

TOTAL ASSETS LESS CURRENT LIABILITIES

9,059,289

8,883,777

PROVISIONS FOR LIABILITIES

18

100,000

149,000

NET ASSETS

8,959,289

8,734,777

CAPITAL AND RESERVES

Called up share capital

19

116

117

Share premium

20

853,106

926,861

Capital redemption reserve

20

10

10

Retained earnings

20

8,106,057

7,807,789

SHAREHOLDERS' FUNDS

8,959,289

8,734,777

Company's profit for the financial year

2,684,174

3,870,479

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

G R Mackie - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 October 2022

115

7,846,521

908,624

Changes in equity

Issue of share capital

2

-

18,237

Dividends

-

(3,100,000

)

-

Total comprehensive income

-

4,537,046

-

Balance at 30 September 2023

117

9,283,567

926,861

Changes in equity

Issue of share capital

(1

)

-

(73,755

)

Dividends

-

(2,385,906

)

-

Total comprehensive income

-

2,717,511

-

Balance at 30 September 2024

116

9,615,172

853,106

Capital

Non

redemption

Distributable

Total

reserve

Reserves

equity

£

£

£

Balance at 1 October 2022

10

86,384

8,841,654

Changes in equity

Issue of share capital

-

-

18,239

Dividends

-

-

(3,100,000

)

Total comprehensive income

-

(408,402

)

4,128,644

Balance at 30 September 2023

10

(322,018

)

9,888,537

Changes in equity

Issue of share capital

-

-

(73,756

)

Dividends

-

-

(2,385,906

)

Total comprehensive income

-

121,739

2,839,250

Balance at 30 September 2024

10

(200,279

)

10,268,125

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 October 2022

115

7,037,310

908,624

10

7,946,059

Changes in equity

Issue of share capital

2

-

18,237

-

18,239

Dividends

-

(3,100,000

)

-

-

(3,100,000

)

Total comprehensive income

-

3,870,479

-

-

3,870,479

Balance at 30 September 2023

117

7,807,789

926,861

10

8,734,777

Changes in equity

Issue of share capital

(1

)

-

(73,755

)

-

(73,756

)

Dividends

-

(2,385,906

)

-

-

(2,385,906

)

Total comprehensive income

-

2,684,174

-

-

2,684,174

Balance at 30 September 2024

116

8,106,057

853,106

10

8,959,289

Cash flows from operating activities

Cash generated from operations

1

4,639,831

4,260,356

Tax paid

(581,148

)

(272,199

)

Net cash from operating activities

4,058,683

3,988,157

Cash flows from investing activities

Purchase of intangible fixed assets

(80,100

)

-

Purchase of tangible fixed assets

(573,903

)

(570,906

)

Sale of tangible fixed assets

7,566

15,751

Interest received

7,264

4,229

Net cash from investing activities

(639,173

)

(550,926

)

Cash flows from financing activities

Share issue

28,960

28,559

Share buyback

(102,716

)

(10,320

)

Equity dividends paid

(2,385,906

)

(3,100,000

)

Net cash from financing activities

(2,459,662

)

(3,081,761

)

Increase in cash and cash equivalents

959,848

355,470

Cash and cash equivalents at beginning of year

2

2,144,203

2,188,340

Effect of foreign exchange rate changes

132,898

(399,607

)

Cash and cash equivalents at end of year

2

3,236,949

2,144,203

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

30.9.24

30.9.23

£

£

Profit before taxation

3,091,093

5,327,135

Depreciation charges

383,505

252,777

Loss/(profit) on disposal of fixed assets

4,904

(14,871

)

Finance income

(7,264

)

(4,229

)

3,472,238

5,560,812

Decrease/(increase) in stocks

666,316

(985,397

)

Increase in trade and other debtors

(216,895

)

(770,593

)

Increase in trade and other creditors

718,172

455,534

Cash generated from operations

4,639,831

4,260,356

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:

Year ended 30 September 2024

30.9.24

1.10.23

£

£

Cash and cash equivalents

3,236,949

2,144,203

Year ended 30 September 2023

30.9.23

1.10.22

£

£

Cash and cash equivalents

2,144,203

2,188,340

3.	ANALYSIS OF CHANGES IN NET FUNDS

Foreign

exchange

At 1.10.23

Cash flow

movements

At 30.9.24

£

£

£

£

Net cash

Cash at bank

2,144,203

1,225,644

(132,898

)

3,236,949

2,144,203

1,225,644

(132,898

)

3,236,949

Total

2,144,203

1,225,644

(132,898

)

3,236,949