REGISTERED NUMBER: 04279438 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2024

for

Spherea Test & Services Ltd

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Statement of Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14

DIRECTORS:

R Bennett

C C Gorringe

Financiere TMG SAS

M J C Strover

REGISTERED OFFICE:

Building 400 Aviation Business Park

Bournemouth International airport

Christchurch

Dorset

BH23 6NW

REGISTERED NUMBER:

04279438 (England and Wales)

AUDITORS:

George Arthur Limited

Chartered Accountants and Statutory Auditors

Basepoint Business Centre

110 Butterfield

Luton

Bedfordshire

LU2 8DL

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

REVIEW OF BUSINESS

The company is a wholly owned subsidiary of Financiere TMG SAS. The Financiere Test & Mesures Group's shareholders are ONERA, OMNES, IRDI, ACE Management and the Top Management of the company.

The company's principal activity is the design, manufacture, supply, service, repair and integration of electronic test equipment and diagnostic solutions, together with related software systems and product development for the entire life-cycle of critical applications for the Military, Aerospace, Space and other civil markets. There have not been any significant changes in the company's principal activities in the year under review. The directors are not aware, at the date of this report, of any major changes likely to impact the company's activities in the next year.

The company continues to invest in Research and Development (R&D). This has resulted in a number of updates to existing products and initiatives in the research of new technologies. The directors regard R&D investment as critical for continuing success in the medium to long term future, and are currently engaging with a number of government bodies, technology groups, universities and customers to adapt its R&D strategy accordingly.

The skills, experience and know-how possessed by its employees is fully recognised by its customers and can be demonstrated by a very strong customer satisfaction score. The company continually reviews its forecast of incoming orders and shipments to ensure that it has the relevant resources in place to meet its customer obligations. Overheads are carefully monitored to ensure that they reflect the company's planned revenue and financial targets.

The amount of business from existing customers was as expected and the company continued with the effective delivery of its products and services provided. The company has continued to focus its effort in 2024 to continue to mitigate the impact of the COVID-19 aftermath on its operations, its employees, its customers and suppliers. This has resulted in a additional investments being made in 2024 to further train its employees, revaluate its supply chain dependencies, continue the evolution of its IT roadmap (initiated in 2017) and implement a lean engineering & manufacturing approach to its operations. All of these initiatives have in turn provided better value for money to its customers.

The Company has one again conducted a full business review in year, of its strategy, risks, operations, costs and short and mid-term objectives to adapt to the new norm, and anticipate the bounce back of both the UK economy and the markets they operate in.

In its enthusiastic drive for efficiencies, the company has further accelerated its digitalisation again this year. After the successful replacement of its ERP, the implementation of a workflow management solution, the considerable investment in its IT hardware system and applications, including remote working solutions and collaborative tools, the automation of low value administrative tasks, the company is now focusing on several other areas within the business

It has again renewed and continues its investment in further developing its own business management software "MySpherea" and to date has fully digitalised its sales, manufacturing, procurement and finance departments, project management and HR Tools. This has significantly improved its efficiency to manage processes, whilst remaining compliant to the highest business standards.

The company's order book testifies to the confidence its customers have in the company. The company is currently in a slower growth phase, both in terms of staff & capability to align manpower & tools, together with new recently won projects & incoming opportunities even if the Covid-19 pandemic outbreak has slowed its growth ambitions.

For 2024, On Time Delivery (OTD) and On Quality Delivery (OQD) both scored at a high rate. These results confirm that our quality processes are firmly embedded, strictly adhered to and influence the culture of the organisation at all levels. On Time Delivery of our bids to our customers has achieved a high score. All of these results exceeded the targets set up by the Group.

The company is proud to report that the company was able to retain the majority of its staff and increased employee numbers, demonstrating high employee satisfaction, supported by happy customers and interesting and stimulating projects. The average length of service in the company currently continues at 11 years.

The balance sheet on page 11 of the financial statements shows that the company's financial position at the year-end is, in both total assets and net current assets, consistent with the prior year. There are no significant events since the balance sheet date.

The business has successfully maintained its accreditation to ISO9001:2015 and ISO14001:2015. These accreditations are maintained by a programme of internal audits and are also externally audited by Lloyd's Register Quality Assurance (LRQA) on a 6-monthly basis.

The Financiere Test & Mesures Group manages its operations on an international business basis. For this reason, the company's Directors believe that further key performance indicators for the company are not necessary or appropriate for an understanding of the development performance or position of the business.

The performance of Financiere TMG SAS, which includes Spherea Test & Services Ltd, is discussed in the group's Annual Report, which does not form part of this report.

PRINCIPAL RISKS AND UNCERTAINTIES

Thanks to the implementation of a new sales strategy & road-map (initiated in 2017, and updated annually), the company has successfully managed to diversify and consolidate its business in other market segments thus mitigating the decline of some legacy UK MoD contracts and the more recent collapse of the Aerospace industry. Significant successes have been achieved especially in the Defence and Space markets that have secured a good proportion of new business in the year, giving our shareholders confidence in our strong and sustainable position in the UK. The potential and uncertain medium to long term impact of Brexit on the UK economy & more especially on the company's business model has been anticipated and included in their business plan, ensuring that this won't have any direct and dangerous consequences on its results in the coming years. Other company risks are captured using the PESTEL framework and reviewed every quarter by the Senior Management team.

Group risks are discussed in the group's Annual Report which does not form part of this report.

GOING CONCERN

The company's business activities are set out above.

The company has adequate financial resources along with the backing of its parent company. As a consequence, the directors believe that the company is well placed to manage its business risks successfully despite the current uncertain economic climate due to the Brexit, the pandemic and more recently the Ukraine war.

To mitigate the impact of COVID-19 on its employees and reduce the risks of outbreak in the office, specific risk assessments and H&S measures were put in place to protect our business. A significant investment in the IT infrastructure and applications has been made to enable all of our people to work remotely, safely and securely, whilst providing socially distanced workspaces for those who needed to come into the office to perform their duties. All these measures, enhanced by novel leadership practices and well-being monitoring have permitted the company to continue to effectively serve their customers whilst protecting their employees.

After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue its operational existence for the foreseeable future. The company participates in the Group's centralised treasury arrangements and so may access the banking arrangements of its parents and fellow sister companies should further liquidity become necessary to finance its on-going operations and future development. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

The company is seeking to become profitable again and generate positive operating cash flow and is budgeted to do so.

ENVIRONMENT

In 2024, the company has, again, maintained its carbon neutrality status in line with company's objectives.

The company recognises the importance of its environmental responsibilities, monitors its impact on the environment, and designs and implements policies to reduce any damage that might be caused by the company's activities. The company operates in accordance with and is accredited against, the requirements of ISO14001:2015. This accreditation is maintained by a program of internal audits and is also audited by an external body, LRQA, on a 6-monthly basis. Initiatives designed to reduce the company's carbon footprint have been continued again this year, including improvements to our office's efficiency, the use of eco-friendly & responsibly sourced consumables, a robust recycling and waste management policy along with good practices at the design stage (i.e. ROHS considerations).

EMPLOYEES

Details of the number of employees can be found in note 3 to the financial statements.

Our people are our greatest asset, and it is our priority to maintain and enhance our focus on safety, well-being and personal development. There is a continuing commitment throughout the company to develop our employees through appropriate training & to provide information and to consult matters of concern with a view to ensuring an awareness of the financial and economic factors affecting the performance of the company. Regular meetings are held involving directors, managers and supervisors to convey information about the business.

The company gives full consideration to applications from disabled people where the requirements of the job can be adequately fulfilled by a person with a disability or mental impairment. Where existing employees become partly or fully disabled, it is the company's policy wherever practicable to provide continuing employment under normal terms and conditions and to make adequate adjustments in the work place, provide training, career development, and promotion to disabled employees wherever appropriate.

FUTURE DEVELOPMENTS

The company will use its current long-term contracts, for which it enjoys high customer satisfaction, to continue to grow its traditional markets and also to diversify its customer base and continue to sustain and expand its presence across new markets.

The main focus for development of the company in the short-medium term is to accelerate its growth by securing our position in the new markets recently captured while maintaining both OQD & OTD above 95% to maintain customer satisfaction at the highest level and continue to expand its skills base to tackle more complex projects and develop new engineering domains while satisfying the specific respective market's requirements. The company is also increasing the amount of work it undertakes either together with, or on behalf of, its parent and sister companies in France, Germany and USA. This is expected to lead to larger shares of business within existing customer accounts as well as to new business in UK-based subsidiaries of group accounts.

DIRECTORS' QUALIFYING THIRD PARTY PROVISIONS

The company has granted an indemnity to one or more of its directors against any liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006. Such qualifying third party indemnity provision remains in force as at the date of approving the directors' report.

ON BEHALF OF THE BOARD:

M J C Strover - Director

30 September 2025

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

PRINCIPAL ACTIVITIES

The principal activities of the company in the year under review were those of design, manufacture, supply, service, repair and integration of electronic test and diagnostic systems and products for the military, aerospace and civil markets, together with related software systems and product development.

DIRECTORS

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

R Bennett

C C Gorringe

Financiere TMG SAS

M J C Strover

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, George Arthur Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

M J C Strover - Director

30 September 2025

Opinion

We have audited the financial statements of Spherea Test & Services Ltd (the 'company') for the year ended 31 December 2024 which comprise the 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 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 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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: As part of designing our audit, we determined materiality and assessed the

risks of material misstatement in the financial statements, including how fraud may occur by enquiring of

management of its own consideration of fraud. In particular, we looked at where management made

subjective judgements, for example in respect of significant accounting estimates that involved making

assumptions and considering future events that are inherently uncertain. We also considered potential

financial or other pressures, opportunity and motivations for fraud. As part of this discussion, we identified the

internal controls established to mitigate risks related to fraud or noncompliance with laws and regulations and

how management monitor these processes. Appropriate procedures included the review and testing of

manual journals and key estimates and judgements made by management. We gained an understanding of

the legal and regulatory framework applicable to the company and the industry in which it operates, drawing

on our broad sector experience, and considered the risk of acts by the company that were contrary to these

laws and regulations, including fraud. We focused on laws and regulations that could give rise to a material

misstatement in the financial statements, including, but not limited to, the Companies Act 2006, UK tax

legislation and equivalent local laws and regulations. We made enquiries of management with regards to

compliance with the above laws and regulations and corroborated any necessary evidence to relevant

information, for example, minutes of the management meetings held, and any other considered suitable

documentation provided. We completed a sample of monthly management accounts with a focus on the

income, expenditure and cash balances throughout the period to ensure that activities were supported and in

line with company practices. Any unusual findings were raised with the directors for further investigation. Our

tests included agreeing the financial statements disclosures to underlying supporting documentation and

enquiries with management. We did not identify any key audit matters relating to irregularities, including fraud.

As in all of our audits, we also addressed the risk of management override of internal controls including

testing journals and evaluation whether there was evidence of bias by the directors that represented a risk of

material misstatement due to fraud. Our audit procedures were designed to respond to risks of material

misstatement in the financial statements, recognising that the risk of not detecting a material misstatement

due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate

concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations

in the audit procedures performed and the further removed non-compliance with laws and regulations is from

the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities for the audit of the financial statements is located on the Financial

Reporting Councils website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our

auditor's report.

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.

Jane Rook (Senior Statutory Auditor)

for and on behalf of George Arthur Limited

Chartered Accountants and Statutory Auditors

Basepoint Business Centre

110 Butterfield

Luton

Bedfordshire

LU2 8DL

30 September 2025

TURNOVER

3,310,133

3,060,427

Cost of sales

2,739,447

2,644,689

GROSS PROFIT

570,686

415,738

Administrative expenses

1,036,767

1,044,551

(466,081

)

(628,813

)

Other operating income

106,994

296,145

OPERATING LOSS

4

(359,087

)

(332,668

)

Income from shares in group undertakings

86,972

79,170

(272,115

)

(253,498

)

Interest payable and similar expenses

410

-

LOSS BEFORE TAXATION

(272,525

)

(253,498

)

Tax on loss

(104,827

)

(54,955

)

LOSS FOR THE FINANCIAL YEAR

(167,698

)

(198,543

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(167,698

)

(198,543

)

FIXED ASSETS

Intangible assets

6

-

48,000

Tangible assets

7

75,925

98,718

Investments

8

239,487

239,487

315,412

386,205

CURRENT ASSETS

Debtors

9

1,291,820

1,902,030

Cash at bank and in hand

674,626

230,989

1,966,446

2,133,019

CREDITORS

Amounts falling due within one year

10

1,474,707

1,544,375

NET CURRENT ASSETS

491,739

588,644

TOTAL ASSETS LESS CURRENT LIABILITIES

807,151

974,849

RESERVES

Retained earnings

807,151

974,849

SHAREHOLDERS' FUNDS

807,151

974,849

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

M J C Strover - Director

Retained

Total

earnings

equity

£

£

Balance at 1 January 2023

1,768,392

1,768,392

Changes in equity

Dividends

(595,000

)

(595,000

)

Total comprehensive loss

(198,543

)

(198,543

)

Balance at 31 December 2023

974,849

974,849

Changes in equity

Total comprehensive loss

(167,698

)

(167,698

)

Balance at 31 December 2024

807,151

807,151

1.	STATUTORY INFORMATION

Spherea Test & Services Ltd is a private company, limited by shares, registered in England and Wales. The company's registered number is 04279438 and the registered office address is Building 400 Aviation Park, Bournemouth International Airport, Christchurch, Dorset, BH23 6NW.

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

These financial statements are prepared on a going concern basis, under the historical cost convention, as modified by the recognition of certain financial assets and liabilities measured at fair value.

The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies.

Group accounts

The financial statements present information about the company as an individual undertaking and not its group. The company has utilised the exemption not to prepare group accounts by virtue of s.400 of the Companies Act 2006 on the grounds that consolidated accounts of the smallest and largest group of which the company is a member are prepared by the ultimate parent company Financiere TMG SAS in France.

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.

Turnover

Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the company and value added taxes.

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.

Development costs are being amortised evenly over their estimated useful life of nil years.

Tangible fixed assets

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

Plant and machinery etc - 33% on cost, 15% on cost, 10% on cost and over the term of the

lease

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 Income Statement, 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.

Taxation

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.

Research and development

Research and development expenditure is written off as incurred, except that development expenditure incurred on an individual project is carried forward when its future recoverability can reasonably be regarded as assured. Any expenditure carried forward is amortised in line with the expected future sales from the related project.

Foreign currencies

The company's functional and presentation currency is the pound sterling.

Monetary 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.

Employee benefits

The company provides a range of benefits to employees, including annual bonus arrangements, paid holiday arrangements and defined contribution pension plans.

Bonuses and contributions payable to the company's pension scheme are charged to profit & loss in the period to which they relate.

Going concern

The company meets its day-to-day working capital requirements through its bank facilities. The company's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the company should be able to operate within the level of its current facilities. After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Leased assets

At inception the company assesses agreements that transfer the right to use assets. The assessment considers whether the arrangement is, or contains, a lease based on the substance of the arrangement.

(i) Finance leased assets

Leases of assets that transfer substantially all the risks and rewards incidental to ownership are classified as finance leases. Finance leases are capitalised at commencement of the lease as assets at the fair value of the leased asset or, if lower, the present value of the minimum lease payments calculated using the interest rate implicit in the lease. Where the implicit rate cannot be determined the Group's incremental borrowing rate is used. Incremental direct costs, incurred in negotiating and arranging the lease, are included in the cost of the asset. Assets are depreciated over the shorter of the lease term and the estimated useful life of the asset. Assets are assessed for impairment at each reporting date. The capital element of lease obligations is recorded as a liability on inception of the arrangement. Lease payments are apportioned between capital repayment and finance charge, using the effective interest rate method, to produce a constant rate of charge on the balance of the capital repayments outstanding.

(ii) Operating leased assets

Leases that do not transfer all the risks and rewards of ownership are classified as operating leases. Payments under operating leases are charged to the profit and loss account on a straight-line basis over the period of the lease.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 32 (2023 - 35 ) .

4.	OPERATING LOSS

The operating loss is stated after charging:

2024

2023

£

£

Depreciation - owned assets

32,329

36,068

Development costs amortisation

48,000

16,000

Payments under operating leases: Land and buildings

49,345

46,757

Payments under operating leases: Other assets

9,391

6,725

Cost of inventory

1,251,293

1,026,230

5.	CRITICAL ACCOUNTING JUDGEMENTS AND 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.

(a) Critical accounting estimates and assumptions

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

(i) Useful economic lives of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. (See note 6 for the carrying amount of the fixed assets, and note 2 for the useful economic lives for each class of assets.)

(ii) Inventory provisioning

When calculating the inventory provision, management considers the nature and condition of the inventory, as well as applying assumptions around anticipated saleability of finished goods and future usage of raw materials.

(iii) Impairment of debtors

The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. See note 8 for the net carrying amount of the debtors and associated impairment provision.

6.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2024

80,000

Disposals

(80,000

)

At 31 December 2024

-

AMORTISATION

At 1 January 2024

32,000

Charge for year

48,000

Eliminated on disposal

(80,000

)

At 31 December 2024

-

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

48,000

7.	TANGIBLE FIXED ASSETS

Improvements

Plant,

to

machinery

Test

property

& equipment

equipment

£

£

£

COST

At 1 January 2024

96,642

36,134

35,662

Additions

-

-

5,104

Disposals

-

(19,192

)

(16,004

)

At 31 December 2024

96,642

16,942

24,762

DEPRECIATION

At 1 January 2024

52,158

28,666

35,662

Charge for year

9,665

1,602

191

Eliminated on disposal

-

(18,948

)

(16,004

)

At 31 December 2024

61,823

11,320

19,849

NET BOOK VALUE

At 31 December 2024

34,819

5,622

4,913

At 31 December 2023

44,484

7,468

-

Furniture,

fixtures

Computers

& fittings

Totals

£

£

£

COST

At 1 January 2024

323,565

69,878

561,881

Additions

4,676

-

9,780

Disposals

(58,021

)

(7,806

)

(101,023

)

At 31 December 2024

270,220

62,072

470,638

DEPRECIATION

At 1 January 2024

299,789

46,888

463,163

Charge for year

17,652

3,219

32,329

Eliminated on disposal

(58,021

)

(7,806

)

(100,779

)

At 31 December 2024

259,420

42,301

394,713

NET BOOK VALUE

At 31 December 2024

10,800

19,771

75,925

At 31 December 2023

23,776

22,990

98,718

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

239,487

NET BOOK VALUE

At 31 December 2024

239,487

At 31 December 2023

239,487

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

779,970

1,044,393

Amounts owed by group undertakings

111,921

351,575

Other debtors

-

612

Tax

169,175

135,418

Prepayments and accrued income

230,754

370,032

1,291,820

1,902,030

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

125,161

176,182

Amounts owed to group undertakings

616,978

859,923

Social security and other taxes

41,697

43,827

VAT

140,397

126,810

Accruals and deferred income

550,474

337,633

1,474,707

1,544,375

11.	CONTINGENT LIABILITIES

The company had no contingent liabilities (2023: £nil)

12.	ULTIMATE CONTROLLING PARTY

The directors regard Spherea Ltd as the immediate parent undertaking of the company. This company's parent undertaking is RIG (number 2) Ltd.

The directors consider Financiere TMG SAS, a company incorporated in France, as the ultimate parent undertaking. Copies of the parent's consolidated financial statements can be obtained from 109 Avenue General Eisenhower, CS 42326 - 31023 Toulouse Cedex 1, France.