REGISTERED NUMBER: 04656204 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2024

for

Spherea Technology Ltd

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Comprehensive Income

10

Statement of Financial Position

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

Financiere TMG SAS

M J C Strover

REGISTERED OFFICE:

Building 400 Aviation Business Park

Bournemouth International Airport

Christchurch

Dorset

BH23 6NW

REGISTERED NUMBER:

04656204 (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

Results for the year and the financial position of the company are as shown in the annexed financial statements.

PRINCIPAL RISKS AND UNCERTAINTIES

The company has managed in 2024 to try to continue to diversify its business in other industries thus mitigating the risk of MOD's contract being reduced which would have created a financial risk for the company. The remaining risks are linked to the continued uncertainty around the EU exit and its potential indirect impact on customer's appetite for investment.

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 in the Director's Report.

The company has considerable 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 economic climate.

After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue its operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

ENVIRONMENT

The Financiere Test & Mesures group continues to recognise the importance of its environmental responsibilities, and monitors its impact on the environment, and designs and implements policies to reduce any damage that might be caused by the group's activities. The company operates in accordance with group policies, which are described in the group's Annual Report which does not form part of this report. The company achieved accreditation against the ISO14001:2015 standard. Initiatives designed to minimise the company's impact on the environment include safe disposal of manufacturing waste, recycling and reducing energy consumption.

EMPLOYEES

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

FUTURE DEVELOPMENTS

Divestment activities always carry their own inherent risks plus the risk of disruption to the delivery of normal business. The directors have taken action to ensure that adequate planning has taken place and risks, where identified, are mitigated, wherever possible, to minimise any disruption to the normal activity of the business. Thus far this has been successful.

The focus in the near term is to drive for more integration of all the Spherea activities and to capitalise on the increased flexibility of operation outside the strictures of a large corporate entity.

DIRECTORS' QUALIFYING THIRD PARTY PROVISIONS

The company has granted an indemnity to one or more of its directors against 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 the provision of in-house and on-site consultancy, design, implementation, integration, testing, maintenance and training services for software applications, test related software products and systems.

DIRECTORS

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

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 Technology Ltd (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

295,520

604,686

Cost of sales

67,735

65,582

GROSS PROFIT

227,785

539,104

Administrative expenses

227,785

539,108

OPERATING LOSS and

LOSS BEFORE TAXATION

-

(4

)

Tax on loss

-

8,571

LOSS FOR THE FINANCIAL YEAR

-

(8,575

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

-

(8,575

)

CURRENT ASSETS

Debtors

7

438,167

752,477

Cash at bank

107,041

43,103

545,208

795,580

CREDITORS

Amounts falling due within one year

8

155,660

406,032

NET CURRENT ASSETS

389,548

389,548

TOTAL ASSETS LESS CURRENT LIABILITIES

389,548

389,548

CAPITAL AND RESERVES

Called up share capital

400,000

400,000

Retained earnings

(10,452

)

(10,452

)

SHAREHOLDER FUNDS

389,548

389,548

389,548

389,548

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

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

400,000

(1,877

)

398,123

Changes in equity

Total comprehensive loss

-

(8,575

)

(8,575

)

Balance at 31 December 2023

400,000

(10,452

)

389,548

Changes in equity

Balance at 31 December 2024

400,000

(10,452

)

389,548

1.	STATUTORY INFORMATION

Spherea Technology Ltd is a private company, limited by shares, registered in England and Wales. The company's registered number is 04656204 and the registered office address is Building 400 Aviation Business Park, Bournemouth International Airport, Christchurch, Dorset, BH23 6NW.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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 requires the use of certain critical accounting estimates.It also requires management to exercise its judgement in the process of applying the Group and Company accounting policies.

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.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2003, was amortised evenly over its estimated useful life of ten years.

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.

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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2023 - 2 ) .

4.	OPERATING LOSS

The operating loss is stated after charging:

2024

2023

£

£

Cost of inventory

67,735

65,582

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.

(b) 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 7 for the net carrying amount of the debtors and associated impairment provision.

6.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 January 2024

and 31 December 2024

335,000

AMORTISATION

At 1 January 2024

and 31 December 2024

335,000

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

-

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

-

149,791

Amounts owed by group undertakings

421,735

569,515

VAT

790

-

Prepayments

15,642

25,398

Accrued income

-

7,773

438,167

752,477

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

3,786

4,148

Amounts owed to group undertakings

91,098

269,553

VAT

-

11,880

Accruals and deferred income

60,776

120,451

155,660

406,032

9.	CONTINGENT LIABILITIES

At the balance sheet date there were no known contingent liabilities other than those arising in the normal course of business.

10.	OTHER FINANCIAL COMMITMENTS

At the balance sheet date there were no other financial commitments.

11.	RELATED PARTY DISCLOSURES

12.	ULTIMATE CONTROLLING PARTY

The directors regard Spherea Test & Services Ltd as the immediate parent undertaking of the company. This company's parent undertaking is Spherea Ltd.

The directors consider Financiere TM Groupe 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.