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Company registration number: 15399670
| ANNUAL REPORT AND FINANCIAL STATEMENTS
| FOR THE PERIOD ENDED 31 DECEMBER 2024
| SPECAC HOLDCO LIMITED
SPECAC HOLDCO LIMITED |  |
COMPANY INFORMATION
Directors | D J Parker (appointed 9 January 2024)
| D B Patteson (appointed 9 January 2024)
Registered number | 15399670
Registered office | Science And Innovation Centre Unit 12
| Halo Business Park, Cray Avenue
| Orpington
| Kent
| BR5 3FQ
Independent auditor | Menzies LLP
| Chartered Accountants & Statutory Auditor
| 4th Floor
| 95 Gresham Street
| London
| EC2V 7AB
SPECAC HOLDCO LIMITED |  |
CONTENTS
| Page
Group strategic report | 1 - 2
Directors' report | 3 - 4
Independent auditor's report | 5 - 8
Consolidated statement of comprehensive income | 9
Consolidated statement of financial position | 10
Company statement of financial position | 11
Consolidated statement of changes in equity | 12
Company statement of changes in equity | 13
Consolidated statement of cash flows | 14
Consolidated analysis of net debt | 15
Notes to the financial statements | 16 - 31
SPECAC HOLDCO LIMITED |  |
GROUP STRATEGIC REPORT FOR THE PERIOD ENDED 31 DECEMBER 2024
Introduction
The principal activity of the Group is the manufacture of Spectroscopy accessories, sample preparation, process, and optical products for the scientific instrument sector and various other applications within industry. The Company was incorporated on 9 January 2024, with trade commencing on the 1 March 2024 when it acquired the Specac International Limited group.
Business review
The Group continued to follow its long-term strategy in the 10 months ended 31 December 2024, supplying market leading products to its global customers, with exports contributing 97.3% to group sales in the period. Sales in the 10 months ended 31 December 2024 proportionately increased by 13.8% (FY24 3.4% fall), as the subsidiary businesses continued to capitalise on-going growth in our core markets coupled with growth accelerating initiatives implemented to further underpin and accelerate growth. Including, enhancing corporate strategy and its implementation to ensure significant organic and accelerated growth (including acquisition) year on year long term. The business continues a rigorous approach to both Top and Bottom line. Top line focussing on improving Sales performance and New Product Development. Bottom line focussing on improved cost control, driving improved ROI, coupled with strong debt management.
Principal risks and uncertainties
The Group governs and manages various business and operational risks which are typical for a Group of its size and sector. Governance is enhanced through regular Board and Leadership meetings which discuss and manage these risks to minimise their likelihood or impact on the Group as far as is possible. Insurance, Proforma invoices for new customers, Quality audits and Health and Safety reviews amongst other activities play an appropriate role in mitigating these risks. The Group reviews its strategy on a regular basis to maximise its performance potential.
Financial key performance indicators
The Directors regard the following measures as key performance indicators of Group performance. These have been discussed in the Business Review.
| 10 months to
| 31December 2024
Sales growth of subsidiaries | 13.8%
International % of total sales | 97.3%
EBITDA | £0.3m
EBITDA as % of sales | 2.1%
Average headcount | 94
Sales per head | £174k
Page 1
SPECAC HOLDCO LIMITED |  |
GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2024
Other key performance indicators
The Group has continued to perform well in the year with the key performance indicators above expectations. The Directors were satisfied with the performance of the Group in the current year against these key performance indicators. This report was approved by the board and signed on its behalf.
D J Parker Director
Date: 21 October 2025
Page 2
SPECAC HOLDCO LIMITED |  |
DIRECTORS' REPORT FOR THE PERIOD ENDED 31 DECEMBER 2024 The Directors present their report and the financial statements for the period ended 31 December 2024.
Directors' responsibilities statement
The Directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 for the Group's financial statements 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 Group 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 the Group and to 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.
Results and dividends
The loss for the period, after taxation, amounted to £1,879,814. No dividends have been proposed or declared in the period or since the period end.
Directors
The Directors who served during the period were:
D J Parker (appointed 9 January 2024)
D B Patteson (appointed 9 January 2024)
Future developments
Our success and financial performance are dependent on our ability to serve as a trusted, long-term partner to our many diverse customers. We continue to make targeted investments across high growth areas, and the success of the seinvestments depends on their successful management and execution. We will continue to make strategic acquisitions in current and complementary customer market segments to supplement organic growth, solidify our current market presence and expand into new areas.
Research and development activities
The company undertakes ongoing research and development activities in relation to its spectroscopy accessories and sample preparation products, with the objective of enhancing product performance, usability and innovation in line with customer and market requirements. Investment in research and development remains an important element of the company’s strategy to support future growth and maintain technological leadership in its markets. Page 3
SPECAC HOLDCO LIMITED |  |
DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2024
Matters covered in the Group strategic report
The Company has chosen in accordance with Section 414C(II) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out within the Company’s Strategic Report, the information required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This include information that would have been included in the business review and details of the principal risks and uncertainties.
Disclosure of information to auditor
Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that: ∙so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and ∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Post balance sheet events
There have been no significant events affecting the Group since the year end.
Auditor
The auditor, Menzies LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
D J Parker Director
Date: 21 October 2025
Page 4
SPECAC HOLDCO LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPECAC HOLDCO LIMITED
Qualified opinion
We have audited the financial statements of Specac Holdco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion, except for the possible effects of the matters described in the basis for qualified opinion section of our report, the financial statements: ∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's loss for the period then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for qualified opinion
We were unable to observe the counting of physical inventories relating to the Group's subsidiary, Specac Inc., as at the point of acquisition of the acquired trade and assets (see note 13) of Harrick Scientific Products Inc. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 31 March 2024 of £962,442, by using other audit procedures. Consequently we were unable to determine whether any adjustment to this amount was necessary. Therefore we were unable to determine whether there was any consequential effect on cost of sales in the 9 month period to 31 December 2024. In addition, were any adjustment to the cost of sales to be required, the Strategic Report would also need to be amended. We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the 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 or 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. Page 5
SPECAC HOLDCO LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPECAC HOLDCO LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The Directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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. As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning theinventory quantities of £962,442 held at 31 March 2024, being the subsidiary company's prior period end, and therefore we were unable to determine whether there was anyconsequential effect on cost of sales. We have concluded that where the other information refers to the related amountssuch as EBITDA, it may be materially misstated for the same reason.
Opinion on other matters prescribed by the Companies Act 2006
Except for the possible effects of the matters described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Group strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and ∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
Except for the matters described in the basis for qualified opinion section of our report, 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 Directors' Report. Arising solely from the limitation on the scope of our work relating to inventory, referred to above: ∙we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and ∙we were unable to determine whether adequate accounting records have been kept. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙returns adequate for our audit have not been received from branches not visited by us; ∙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. Page 6
SPECAC HOLDCO LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPECAC HOLDCO LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 3, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the 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.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements. 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: The Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant: ∙The Companies Act 2006; ∙Financial Reporting Standard 102; ∙UK employment legislation; ∙General Data Protection Regulations; and, ∙UK tax legislation We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. We understood how the Group is complying with those legal and regulatory frameworks by, making inquiries to management and those responsible for legal and compliance procedures. The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area. We assessed the susceptibility of the Group financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included: ∙Identifying and assessing the measures management has in place to prevent and detect fraud; ∙Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; ∙Challenging assumptions and judgements made by management in its significant accounting estimates; and ∙Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations. Page 7
SPECAC HOLDCO LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPECAC HOLDCO LIMITED (CONTINUED) Auditor's responsibilities for the audit of the financial statements (continued) As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: ∙The use of management override of controls to manipulate results, or to cause the Group to enter into transactions not in its best interests; or ∙Posting of unusual journals and complex transactions. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Robin Hopkins FCA (Senior statutory auditor) for and on behalf of Menzies LLP Chartered Accountants Statutory Auditor 4th Floor 95 Gresham Street London EC2V 7AB 21 October 2025 Page 8
SPECAC HOLDCO LIMITED |  |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 DECEMBER 2024
| Period ended 31 December
| 2024
Note | £
Turnover | 4 | 16,379,532
Cost of sales |  | (8,608,817)
Gross profit |  | 7,770,715
Distribution costs |  | (2,299,275)
Administrative expenses |  | (5,562,197)
Exceptional administrative expenses | 12 | (840,017)
Other operating income | 5 | 126,475
Operating (loss)/profit | 6 | (804,299)
Interest receivable and similar income | 9 | 11,233
Interest payable and similar expenses | 10 | (982,854)
(Loss)/profit before taxation |  | (1,775,920)
Tax on (loss)/profit | 11 | (103,894)
(Loss)/profit for the financial period |  | (1,879,814)
Other comprehensive income |  | 87,183
Other comprehensive income for the period |  | 87,183
Total comprehensive income for the period |  | (1,792,631)
(Loss) for the period attributable to: |  |
Owners of the parent Company |  | (1,879,814)
|  | (1,879,814)
Total comprehensive income for the period attributable to: |  |
Owners of the parent Company |  | (1,792,631)
|  | (1,792,631)
The notes on pages 16 to 31 form part of these financial statements.
Page 9
SPECAC HOLDCO LIMITED REGISTERED NUMBER:15399670 |  |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
|  | 2024
Note |  | £
Fixed assets |  |  |
Intangible assets | 13 |  | 20,541,158
Tangible assets | 14 |  | 1,132,494
|  |  | 21,673,652
Current assets |  |  |
Stocks | 16 | 4,024,669 |
Debtors: amounts falling due within one year | 17 | 3,683,241 |
Cash at bank and in hand | 18 | 2,996,879 |
|  | 10,704,789 |
Creditors: amounts falling due within one year | 19 | (2,805,118) |
Net current assets |  |  | 7,899,671
Total assets less current liabilities |  |  | 29,573,323
Creditors: amounts falling due after more than one year | 20 |  | (9,602,520)
Provisions for liabilities |  |  |
Other provisions | 23 | (141,939) |
|  |  | (141,939)
Net assets |  |  | 19,828,864
Capital and reserves |  |  |
Called up share capital | 24 |  | 1,165
Share premium account | 25 |  | 21,620,330
Foreign exchange reserve | 25 |  | 87,183
Profit and loss account | 25 |  | (1,879,814)
Equity attributable to owners of the parent Company |  |  | 19,828,864
|  |  | 19,828,864
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
D J Parker
Director
Date: 21 October 2025
The notes on pages 16 to 31 form part of these financial statements. Page 10
SPECAC HOLDCO LIMITED REGISTERED NUMBER:15399670 |  |
COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
|  | 2024
Note |  | £
Fixed assets |  |  |
Investments | 15 |  | 32,135,594
|  |  | 32,135,594
Current assets |  |  |
Debtors: amounts falling due within one year | 17 | 3,058,981 |
|  | 3,058,981 |
Creditors: amounts falling due within one year | 19 | (14,308,893) |
Net current (liabilities)/assets |  |  | (11,249,912)
Total assets less current liabilities |  |  | 20,885,682
Net assets |  |  | 20,885,682
Capital and reserves |  |  |
Called up share capital | 24 |  | 1,165
Share premium account | 25 |  | 21,620,330
Loss/(profit) for the period |  | (735,813) |
Profit and loss account carried forward |  |  | (735,813)
|  |  | 20,885,682
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
D J Parker
Director
Date: 21 October 2025
The notes on pages 16 to 31 form part of these financial statements. Page 11
SPECAC HOLDCO LIMITED |  |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 DECEMBER 2024
| Called up share capital | Share premium account | Foreign exchange reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
Loss for the period | - | - | - | (1,879,814) | (1,879,814)
Foreign exchange movements | - | - | 87,183 | - | 87,183
Total comprehensive income for the period | - | - | 87,183 | (1,879,814) | (1,792,631)
Shares issued during the period | 1,165 | 21,620,330 | - | - | 21,621,495
At 31 December 2024 | 1,165 | 21,620,330 | 87,183 | (1,879,814) | 19,828,864
| The notes on pages 16 to 31 form part of these financial statements.
Page 12
SPECAC HOLDCO LIMITED |  |
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 DECEMBER 2024
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
Loss for the period | - | - | (735,813) | (735,813)
Total comprehensive income for the period | - | - | (735,813) | (735,813)
Shares issued during the period | 1,165 | 21,620,330 | - | 21,621,495
At 31 December 2024 | 1,165 | 21,620,330 | (735,813) | 20,885,682
| The notes on pages 16 to 31 form part of these financial statements.
Page 13
SPECAC HOLDCO LIMITED |  |
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 DECEMBER 2024
|  |  | 2024
|  |  | £
Cash flows from operating activities |
(Loss)/profit for the financial period | (1,879,814)
Adjustments for: |
Amortisation of intangible assets | 1,837,430
Depreciation of tangible assets | 280,267
Interest paid | 982,854
Interest received | (11,233)
Taxation charge | 103,894
Decrease in stocks | 529,332
(Increase)/decrease in debtors | (1,145,581)
Increase in creditors | 492,847
Increase in provisions | 145,112
Corporation tax (paid)/received | (375,405)
Foreign exchange | 68,891
Interest receivable | 11,233
Net cash generated from operating activities | 1,039,827
Cash flows from investing activities |
Purchase of tangible fixed assets | (119,091)
Purchase of fixed asset investments | (28,781,739)
Net cash from investing activities | (28,900,830)
Cash flows from financing activities |
Issue of ordinary shares | 21,621,495
Other new loans | 19,523,810
Repayment of other loans | (9,523,810)
Interest paid | (763,613)
Net cash used in financing activities | 30,857,882
Net increase in cash and cash equivalents | 2,996,879
Cash and cash equivalents at the end of period | 2,996,879
Cash and cash equivalents at the end of period comprise: |
Cash at bank and in hand | 2,996,879
| 2,996,879
The notes on pages 16 to 31 form part of these financial statements.
Page 14
SPECAC HOLDCO LIMITED |  |
CONSOLIDATED ANALYSIS OF NET DEBT FOR THE PERIOD ENDED 31 DECEMBER 2024
|  | Cash flows | At 31 December 2024
|  | £ | £
Cash at bank and in hand | 2,996,879 | 2,996,879
Debt due after 1 year | (9,602,520) | (9,602,520)
| (6,605,641) | (6,605,641)
The notes on pages 16 to 31 form part of these financial statements.
Page 15
SPECAC HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
1. | General information
Specac Holdco Limited is a private company limited by shares incorporated in England and Wales and domiciled in the United Kingdom. The address of its registered office and principal place of business are disclosed on the Company Information page. The principal activity of the Group was the design and manufacture of accessories for the scientific instrumentation industry. The Company was incorporated on 9 January 2024 and commenced its activities on 1 March 2024. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Financial reporting standard 102 - reduced disclosure exemptions for parent entity
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such,advantage has been taken of the following reduced disclosures available under FRS 102: (a) Disclosures in respect of financial instruments have not been presented (b) No disclosure has been given for the aggregate remuneration of key management personnel
| 2.3 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.4 | Going concern
The operating losses are attributable to amortisation of goodwill as set out in note 13, directly resulting from the acquisition of the Specac International group. The group is very cash generative on an operating basis and the detailed forecasts prepared by the directors indicate that it is expected to remain so for the foreseeable future. Page 16
SPECAC HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.5 | Foreign currency translation
Functional and presentation currency The Group's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
| 2.6 | Revenue
Revenue from the sale of goods is recognised in accounting periods in which the risks and rewards of ownership have been transferred to the customer, which is usually when title passes on delivery. Revenue is measured at the fair value of the consideration received, net of trade discounts and sales taxes.
| 2.7 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.8 | Research and development
Research and development expenditure is written off in the period in which it is incurred with the exception of amounts recoverable from third parties.
| 2.9 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. Page 17
SPECAC HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.10 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.
| 2.11 | Current and deferred taxation
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.12 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence. Page 18
SPECAC HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.13 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life. Amortisation is provided on the following basis: Goodwill -10 years straight line At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
| 2.14 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Leasehold improvements | - | Over the remaining lease term
|  |  |  | Plant and machinery | - | 10% to 50% straight line
|  |  |  | Fixtures and fittings | - | 33% strainght line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.15 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 19
SPECAC HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.16 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.17 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.18 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Group's Statement of financial position when the Group becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant judgements The group uses judgement over the method and rates in which absorption costing on stock is applied. A rate is determined from specific costs applied over typical hours that have been worked. Key sources of estimation uncertainty Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year areas follows: Management use estimation to calculate a provision on stock held by reviewing slower moving stock and providing for the stock over a certain criteria. Page 20
SPECAC HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | Period ended 31 December
|  |  |  |  | 2024
|  |  |  |  | £
| Sale of goods | 16,379,532
|  | 16,379,532
Analysis of turnover by country of destination:
|  |  |  |  | Period ended 31 December
|  |  |  |  | 2024
|  |  |  |  | £
| United Kingdom | 538,649
| Rest of Europe | 3,531,856
| North America | 6,329,680
| Rest of World | 5,979,347
|  | 16,379,532
5. | Other operating income
|  |  |  |  | Period ended 31 December
|  |  |  |  | 2024
|  |  |  |  | £
| Research and development tax credits | 126,475
|  | 126,475
6. | Operating (loss)/profit
| The operating (loss)/profit is stated after charging:
|  |  |  |  | Period ended 31 December
|  |  |  |  | 2024
|  |  |  |  | £
| Research & development charged as an expense | 640,508
| Exchange differences | 8,940
| Other operating lease rentals | 508,729
Page 21
SPECAC HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
7. | Auditor's remuneration
|  |  |  |  | Period ended 31 December
|  |  |  |  | 2024
|  |  |  |  | £
| Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements | 5,500
8. | Employees
| Staff costs, including Directors' remuneration, were as follows:
|  | Group
|  | 2024
|  | £
| Wages and salaries | 4,218,564
| Social security costs | 355,845
| Cost of defined contribution scheme | 416,743
|  | 4,991,152
| The average monthly number of employees, including the Directors, during the period was as follows:
|  |  | Period ended 31 December
|  |  | 2024
|  |  | No.
|  | Production & operations | 45
|  | Admin & design | 23
|  | Sales & marketing | 26
|  |  | 94
| The Company has no employees other than the Directors, who did not receive any remuneration.
9. | Interest receivable
|  |  |  |  | Period ended 31 December
|  |  |  |  | 2024
|  |  |  |  | £
| Bank interest receivable | 11,233
|  | 11,233
Page 22
SPECAC HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
10. | Interest payable and similar expenses
|  |  |  |  | Period ended 31 December
|  |  |  |  | 2024
|  |  |  |  | £
| Other loan interest payable | 982,854
|  | 982,854
11. | Taxation
|  |  |  |  | Period ended 31 December
|  |  |  |  | 2024
|  |  |  |  | £
| Corporation tax |
| Current tax on profits for the period | 24,110
|  | 24,110
| Foreign tax |
| Foreign tax on income for the period | 128,519
| Foreign tax in respect of prior periods | (26,891)
|  | 101,628
| Total current tax | 125,738
| Deferred tax |
| Origination and reversal of timing differences | (21,844)
| Total deferred tax | (21,844)
| Tax on (loss)/profit | 103,894
Page 23
SPECAC HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 11.Taxation (continued)
| Factors affecting tax charge for the period
| The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 25%. The differences are explained below:
|  |  |  |  | Period ended 31 December
|  |  |  |  | 2024
|  |  |  |  | £
| (Loss)/profit on ordinary activities before tax | (1,775,920)
| (Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% | (443,980)
| Effects of: |
| Non-tax deductible amortisation of goodwill and impairment | 408,508
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 27,764
| Capital allowances for period in excess of depreciation | (24,867)
| Different rate taxes on overseas earnings | 5,946
| Adjustments to tax charge in respect of prior periods | (26,891)
| Adjustment in research and development tax credit | 28,823
| Difference in relation to main and small profits rate | (6,918)
| Unrelieved tax losses carried forward | 183,955
| Other differences leading to an increase (decrease) in the tax charge | (48,446)
| Total tax charge for the period | 103,894
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
12. | Exceptional items
|  |  |  |  | Period ended 31 December
|  |  |  |  | 2024
|  |  |  |  | £
| Restructuring and severance | 700,144
| One off product costs | 139,873
|  | 840,017
Page 24
SPECAC HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
13. | Intangible assets
| Group
|  | Goodwill
|  | £
| Cost |
| Additions | 22,360,296
| Foreign exchange movement | 23,013
| At 31 December 2024 | 22,383,309
| Amortisation |
| Charge for the period on owned assets | 1,837,430
| Foreign exchange movement | 4,721
| At 31 December 2024 | 1,842,151
| Net book value |
| At 31 December 2024 | 20,541,158
| On 1 March 2024, Specac Holdco Limited acquired 100% of the share capital of Specac International Limited, and its subsidiaries, for £32,135,594 (including fees), of which £742,500 was deferred, with the remainder settled by cash. The assets acquired were: ∙£4,045,608 of fixed assets ∙£13,848,303 of current assets ∙(£5,224,736) of current liabilities ∙(£141,939) of provisions Goodwill of £19,608,358 has been recognised under the acquisition method of accounting and is being amortised over 10 years. On 21 March 2024 a subsidiary, Specac Inc. acquired the trade and assets of Harrick Scientific Products Inc. for £3,960,082, settled by cash. The assets acquired were: ∙£78,574 of fixed assets ∙£1,464,130 of current assets ∙(£334,560) of current liabilities. Goodwill of £2,751,938 has been recognised under the acquisition method of accounting and is being amortised over 10 years.
Page 25
SPECAC HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
14. | Tangible fixed assets
| Group
|  | Short-term leasehold property | Plant and machinery | Fixtures and fittings | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| Additions | - | 88,287 | 30,147 | 118,434
| Acquisition of subsidiary | 952,158 | 103,701 | 237,811 | 1,293,670
| Exchange adjustments | - | - | 657 | 657
| At 31 December 2024 | 952,158 | 191,988 | 268,615 | 1,412,761
| Depreciation |  |  |  |
| Charge for the period on owned assets | 120,301 | 47,889 | 111,202 | 279,392
| Exchange adjustments | - | - | 875 | 875
| At 31 December 2024 | 120,301 | 47,889 | 112,077 | 280,267
| Net book value |  |  |  |
| At 31 December 2024 | 831,857 | 144,099 | 156,538 | 1,132,494
Page 26
SPECAC HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
15. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| Additions | 32,135,594
| At 31 December 2024 | 32,135,594
| Subsidiary undertaking
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Specac Limited | Science And Innovation Centre, Unit 12, Halo Business Park, Cray Avenue, Orpington, Kent, BR5 3FQ | Ordinary | 100%
| Specac Inc. (*) | 141 Tompkins Avenue, 2nd Floor, PO Box 277, Pleasantville,New York 10570 | Ordinary | 100%
| (*) Indirect holding
16. | Stocks
|  | Group | Company
|  | 2024 | 2024
|  | £ | £
| Raw materials and consumables | 1,485,224 | -
| Work in progress (goods to be sold) | 268,809 | -
| Finished goods and goods for resale | 2,270,636 | -
|  | 4,024,669 | -
| Impairment losses recognised or (reversed) in profit or loss was £83,398.
Page 27
SPECAC HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
17. | Debtors
|  | Group | Company
|  | 2024 | 2024
|  | £ | £
| Trade debtors | 2,460,900 | -
| Amounts owed by group undertakings | - | 3,058,981
| Other debtors | 181,924 | -
| Prepayments and accrued income | 274,673 | -
| Tax recoverable | 640,538 | -
| Deferred taxation | 125,206 | -
|  | 3,683,241 | 3,058,981
18. | Cash and cash equivalents
|  | Group | Company
|  | 2024 | 2024
|  | £ | £
| Cash at bank and in hand | 2,996,879 | -
|  | 2,996,879 | -
19. | Creditors: Amounts falling due within one year
|  | Group | Company
|  | 2024 | 2024
|  | £ | £
| Trade creditors | 533,188 | -
| Amounts owed to group undertakings | - | 13,566,393
| Corporation tax | 107,796 | -
| Other taxation and social security | 93,348 | -
| Other creditors | 793,551 | 742,500
| Accruals and deferred income | 1,277,235 | -
|  | 2,805,118 | 14,308,893
| Within other creditors are amounts due on defined contribution pension schemes of £29,154.
Page 28
SPECAC HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
20. | Creditors: Amounts falling due after more than one year
|  | Group | Company
|  | 2024 | 2024
|  | £ | £
| Other loans | 9,602,520 | -
|  | 9,602,520 | -
Loans included within other companies of the group that the Company is a part of, are secured by fixed and floating charges over the assets of the Company and the group. At the period end, the loans amounted to £10,000,000.
21. | Loans
| Analysis of the maturity of loans is given below:
|  | Group
|  | 2024
|  | £
| Amounts falling due 2-5 years |
| Other loans | 9,602,520
|  | 9,602,520
22. | Deferred taxation
| Group
|  | 2024
|  | £
| Charged to profit or loss | 21,844
| Arising on business combinations | 103,362
| At end of year | 125,206
Page 29
SPECAC HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 22.Deferred taxation (continued)
| The deferred tax asset is made up as follows:
|  | Group
|  | 2024
|  | £
| Accelerated capital allowances | (101,336)
| Tax losses carried forward | 219,253
| Other timing differences | 7,289
|  | 125,206
23. | Provisions
| Group
|  | Dilapidations
|  | £
| Arising on business combinations | 141,939
| At 31 December 2024 | 141,939
24. | Share capital
|  |  |  |  | 2024
|  |  |  |  | £
|  | Allotted, called up and fully paid |
|  | 116,479 Ordinary shares of £0.01 each | 1,165
At incorporation, 100 ordinary shares were issued at par of £0.01 each. On 1 March 2024 a further 99,900 Ordinary shares were issued at £185.81 per share. On 21 March 2024 a further 16,479 Ordinary shares were issued at £185.63 per share. Page 30
SPECAC HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
25. | Reserves
Share premium account This reserve records the amount above the nominal value received for shares sold, less transaction costs Foreign exchange reserve This reserve is the result of differences arising on the retranslation of foreign subsidiaries on consolidation. Profit and loss account This reserve records retained earnings and accumulated losses.
26. | Commitments under operating leases
| At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group
|  | 2024
|  | £
| Not later than 1 year | 602,090
| Later than 1 year and not later than 5 years | 2,320,326
| Later than 5 years | 624,836
|  | 3,547,252
27. | Controlling party
The ultimate parent company is Ampersand 2023 Limited Partnership, incorporated in the USA.
Page 31