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Company registration number: 9432751







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED
31 DECEMBER 2024


SPECAC INTERNATIONAL LIMITED






































img7906.png                        

 


SPECAC INTERNATIONAL LIMITED
 


 
COMPANY INFORMATION


Directors
S D Allen (appointed 17 October 2024)
M Dearden (appointed 17 October 2024)
H J Dubina 
D J Parker 
D B Patteson 
J Ray 




Company secretary
J D Jordan



Registered number
9432751



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 INTERNATIONAL 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
Notes to the Financial Statements
14 - 32


 


SPECAC INTERNATIONAL LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE 9 MONTHS 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. 

Business review
 
The Group continued to follow its long-term strategy in the 9 months ended 31 December 2024, supplying market leading products to its global customers, with exports contributing 97.3% to group sales in the year (95.5% FY24).
Sales in the 9 months ended 31 December 2024 proportionately increased by 13.1% (FY24 3.4% fall), excluding the impact of the acquisition of Harric Scientific at the end of the previous period, as the business 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 Company governs and manages various business and operational risks which are typical for a company 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 company 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 Company 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 Company performance. These are as follows:

31 December
31 March
2024
2024
        £
        £
Sales growth *

13.1%

(3.44%)
 
International % total sales

96.8%

95.5%
 
EBITDA

£1.7m

£2.3m
 
EBITDA as % of sales

11.0%

15.9%
 
Average headcount

94

80
 
Sales per head

£161k

£181k
 

* Includes organic growth only and excludes the acquisition of the trade of Harrick Scientific in the prior period.

Other key performance indicators
 
The Company has continued to perform well in the period with the key performance indicators above expectations. The Directors were satisfied with the performance of the Company in the current year against these key performance indicators.

Page 1

 


SPECAC INTERNATIONAL LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024


This report was approved by the board and signed on its behalf.



M Dearden
Director
Date: 21 October 2025

Page 2

 


SPECAC INTERNATIONAL LIMITED
 


 
DIRECTORS' REPORT
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the 9 months 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 2006They 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 profit for the 9 months, after taxation, amounted to £330,197 (Year to 31 March 2024 - £1,918,019).

No dividends have been proposed or declared in the period or since the period end (Year to 31 March 2024: Nil).

Directors

The directors who served during the 9 months were:

S D Allen (appointed 17 October 2024)
M Dearden (appointed 17 October 2024)
H J Dubina 
D J Parker 
D B Patteson 
J Ray 
S J Postma (resigned 19 April 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.

Page 3

 


SPECAC INTERNATIONAL LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024

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. 

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 LLPwill 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.
 





M Dearden
Director

Date: 21 October 2025

Page 4

 


SPECAC INTERNATIONAL LIMITED
 

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPECAC INTERNATIONAL LIMITED

Qualified opinion


We have audited the financial statements of Specac International Limited (the 'parent Company') and its subsidiaries (the 'Group') for the 9 months 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 Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 profit for the 9 months 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 at the end of the previous period for the stock relating to the acquired trade and assets in that period. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 31 March 2024 of £962,442. Consequently we were unable to determine whether any adjustment to this amount as at 31 March 2024 was necessary or 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 INTERNATIONAL LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPECAC INTERNATIONAL 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 ReportOur 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 the inventory quantities of £962,442 held at 31 March 2024 and therefore we were unable to determine whether there was any consequential effect on cost of sales. We have concluded that where the other information refers to the related amounts such 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 9 months 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 INTERNATIONAL LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPECAC INTERNATIONAL 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 INTERNATIONAL LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPECAC INTERNATIONAL 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 2006Our 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 INTERNATIONAL LIMITED
 


 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024

9 months ended
31 December
12 months ended
31 March
2024
2024
Note
£
£

  

Turnover
 4 
15,175,147
14,452,624

Cost of sales
  
(7,941,472)
(8,008,126)

Gross profit
  
7,233,675
6,444,498

Distribution costs
  
(2,168,944)
(1,563,973)

Administrative expenses
  
(3,678,687)
(2,993,746)

Exceptional administrative expenses/(income)
 13 
(823,949)
(192,812)

Other operating income
 5 
115,291
134,202

Operating profit
 6 
677,386
1,828,169

Interest receivable and similar income
 10 
4,779
77,453

Interest payable and similar expenses
 11 
(236,761)
(123,354)

Profit before taxation
  
445,404
1,782,268

Tax on profit
 12 
(115,207)
135,751

Profit for the financial 9 months
  
330,197
1,918,019

  

Other comprehensive income
  
88,627
(17,361)

Other comprehensive income for the 9 months
  
88,627
(17,361)

Total comprehensive income for the 9 months
  
418,824
1,900,658

Profit for the 9 months attributable to:
  

Owners of the parent Company
  
330,197
1,918,019

  
330,197
1,918,019

Total comprehensive income for the 9 months attributable to:
  

Owners of the parent Company
  
418,824
1,900,658

  
418,824
1,900,658

The notes on pages 14 to 32 form part of these financial statements.

Page 9

 


SPECAC INTERNATIONAL LIMITED
REGISTERED NUMBER:9432751



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

31 December
31 March
2024
2024
Note
£
£

Fixed assets
  

Intangible assets
 14 
2,566,830
2,751,938

Tangible assets
 15 
1,132,494
1,293,670

  
3,699,324
4,045,608

Current assets
  

Stocks
 17 
4,024,669
4,554,001

Debtors: amounts falling due within one year
 18 
17,249,634
2,881,466

Cash at bank and in hand
 19 
2,996,879
3,353,855

  
24,271,182
10,789,322

Creditors: amounts falling due within one year
 20 
(5,121,599)
(2,007,367)

Net current assets
  
 
 
19,149,583
 
 
8,781,955

Total assets less current liabilities
  
22,848,907
12,827,563

Creditors: amounts falling due after more than one year
 21 
(9,602,520)
-

Provisions for liabilities
  

Other provisions
 24 
(141,939)
(141,939)

  
 
 
(141,939)
 
 
(141,939)

Net assets
  
13,104,448
12,685,624


Capital and reserves
  

Called up share capital 
 25 
6,095
6,095

Share premium account
 26 
3,653,393
3,653,393

Capital redemption reserve
 26 
125
125

Foreign exchange reserve
 26 
147,187
58,560

Profit and loss account
 26 
9,297,648
8,967,451

Equity attributable to owners of the parent Company
  
13,104,448
12,685,624

  
13,104,448
12,685,624


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


M Dearden
Director

Date: 21 October 2025

The notes on pages 14 to 32 form part of these financial statements.

Page 10

 


SPECAC INTERNATIONAL LIMITED
REGISTERED NUMBER:9432751



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

31 December
31 March
2024
2024
Note
£
£

Fixed assets
  

Investments
 16 
5,997,915
5,997,915

  
5,997,915
5,997,915

Current assets
  

Debtors: amounts falling due within one year
 18 
13,514,071
19,818

Cash at bank and in hand
 19 
18
80,158

  
13,514,089
99,976

Creditors: amounts falling due within one year
 20 
(7,623,380)
(3,144,563)

Net current assets/(liabilities)
  
 
 
5,890,709
 
 
(3,044,587)

Total assets less current liabilities
  
11,888,624
2,953,328

  

Creditors: amounts falling due after more than one year
 21 
(9,602,520)
-

  

Net assets
  
2,286,104
2,953,328


Capital and reserves
  

Called up share capital 
 25 
6,095
6,095

Share premium account
 26 
3,653,393
3,653,393

Capital redemption reserve
 26 
125
125

Profit and loss account brought forward
  
(706,285)
(126,747)

Loss for the 9 months
  
(667,224)
(579,538)

Profit and loss account carried forward
  
(1,373,509)
(706,285)

  
2,286,104
2,953,328


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


M Dearden
Director

Date: 21 October 2025

The notes on pages 14 to 32 form part of these financial statements.

Page 11

 
SPECAC INTERNATIONAL LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024



Called up share capital
Share premium account
Capital redemption reserve
Foreign exchange reserve
Profit and loss account
Total equity


£
£
£
£
£
£



At 1 April 2023
2,650
432,225
125
75,921
7,049,432
7,560,353





Profit for the year
-
-
-
-
1,918,019
1,918,019


Foreign exchange movements
-
-
-
(17,361)
-
(17,361)

Total comprehensive income for the year
-
-
-
(17,361)
1,918,019
1,900,658


Shares issued during the year
3,445
3,221,168
-
-
-
3,224,613



Total transactions with owners
3,445
3,221,168
-
-
-
3,224,613





At 1 April 2024
6,095
3,653,393
125
58,560
8,967,451
12,685,624





Profit for the 9 months
-
-
-
-
330,197
330,197


Foreign exchange movements
-
-
-
88,627
-
88,627



At 31 December 2024
6,095
3,653,393
125
147,187
9,297,648
13,104,448



The notes on pages 14 to 32 form part of these financial statements.

Page 12


 
SPECAC INTERNATIONAL LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024



Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity


£
£
£
£
£



At 1 April 2023
2,650
432,225
125
(126,747)
308,253





Loss for the year
-
-
-
(579,538)
(579,538)

Total comprehensive income for the year
-
-
-
(579,538)
(579,538)


Shares issued during the year
3,445
3,221,168
-
-
3,224,613





At 1 April 2024
6,095
3,653,393
125
(706,285)
2,953,328





Loss for the 9 months
-
-
-
(667,224)
(667,224)



At 31 December 2024
6,095
3,653,393
125
(1,373,509)
2,286,104



The notes on pages 14 to 32 form part of these financial statements.

Page 13
 


SPECAC INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024

1.


General information

Specac International 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 current period is nine months, whereas the prior period was 12 months and therefore the comparative period is not directly comparable. The reason for changing the accounting period was due to a change in ownership.

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 entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of Specac Holdco Limited which can be obtained from Companies House. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:
(a) No cash flow statement has been presented for the company.
(b) Disclosures in respect of financial instruments have not been presented.
(c) 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.

Page 14

 


SPECAC INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

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.

 
2.5

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.

 
2.6

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.

 
2.7

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.

 
2.8

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 15

 


SPECAC INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.9

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.

 
2.10

Current and deferred taxation

The tax expense for the 9 months 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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.


 
2.11

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 16

 


SPECAC INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.12

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.

 
2.13

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% straight 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.

No borrowing costs are capitalised as part of property, plant and equipment.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 17

 


SPECAC INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.15

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.

 
2.16

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.

 
2.17

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 are as 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 18

 


SPECAC INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


9 months ended
31 December
12 months ended
31 March
2024
2024
£
£

Sale of goods
15,175,147
14,452,624

15,175,147
14,452,624


Analysis of turnover by country of destination:

9 months ended
31 December
12 months ended
31 March
2024
2024
£
£

United Kingdom
484,220
653,153

Rest of Europe
3,256,267
3,307,068

North America
5,857,314
5,668,396

Rest of World
5,577,346
4,824,007

15,175,147
14,452,624



5.


Other operating income

9 months ended
31 December
12 months ended
31 March
2024
2024
£
£

Research and development tax credits
115,291
134,202

115,291
134,202


Page 19

 


SPECAC INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024

6.


Operating loss

The operating loss is stated after charging:

9 months ended
31 December
12 months ended
31 March
2024
2024
£
£

Research & development charged as an expense
576,457
671,012

Exchange differences
9,737
(9,563)

Other operating lease rentals
457,856
487,638


7.


Auditor's remuneration

9 months ended
31 December
12 months ended
31 March
2024
2024
£
£

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
17,500
10,500

Page 20

 


SPECAC INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
9 months ended 31 December
Group
12 months ended 31 March 2024
2024
2024
£
£


Wages and salaries
3,916,872
3,620,302

Social security costs
327,548
339,558

Cost of defined contribution scheme
381,536
422,472

4,625,956
4,382,332


The average monthly number of employees, including the directors, during the 9 months was as follows:


   9 months ended
     31 December
   12 months ended
        31 March
        2024
        2024
            No.
            No.







Production & operations
45
40



Admin & design
23
21



Sales & marketing
26
19

94
80

The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)
Page 21

 


SPECAC INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024

9.


Directors' remuneration

9 months ended
31 December
12 months ended
31 March
2024
2024
£
£

Directors' emoluments
226,500
342,037

Group contributions to defined contribution pension schemes
-
59,527

226,500
401,564


During the 9 months retirement benefits were accruing to no directors (Year ended 31 March 2024 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £146,000 (Year ended 31 March 2024 - £243,273).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (Year ended 31 March 2024 - £41,719).


10.


Interest receivable

9 months ended
31 December
12 months ended
31 March
2024
2024
£
£


Bank interest receivable
4,779
77,453

4,779
77,453


11.


Interest payable and similar expenses

9 months ended
31 December
12 months ended
31 March
2024
2024
£
£


Other loan interest payable
236,761
123,354

236,761
123,354

Page 22

 


SPECAC INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024

12.


Taxation


9 months ended
31 December
12 months ended
31 March
2024
2024
£
£

Corporation tax


Current tax on profits for the year
21,905
33,550

Adjustments in respect of previous periods
-
(7,088)


21,905
26,462

Foreign tax


Foreign tax on income for the year
122,131
76,654

Foreign tax in respect of prior periods
(26,891)
-

95,240
76,654

Total current tax
117,145
103,116

Deferred tax


Origination and reversal of timing differences
(1,938)
(238,867)

Total deferred tax
(1,938)
(238,867)


Tax on profit
115,207
(135,751)
Page 23

 


SPECAC INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
 
12.Taxation (continued)


Factors affecting tax charge for the 9 months/year

The tax assessed for the 9 months/year is higher than (Year ended 31 March 2024 - lower than) the standard rate of corporation tax in the UK of 25% (Year ended 31 March 2024 - 25%). The differences are explained below:

9 months ended
31 December
12 months ended
31 March
2024
2024
£
£


Profit on ordinary activities before tax
445,404
1,782,268


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (Year ended 31 March 2024 - 25%)
111,351
445,567

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
27,764
144,536

Capital allowances for 9 months/year in excess of depreciation
(24,867)
28,179

Different rate of taxes on overseas earnings
5,946
53,434

Adjustments to tax charge in respect of prior periods
(26,891)
(7,088)

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
28,823
33,550

Difference in relation to main and small profits rate
(6,919)
-

Tax deduction arising from exercise of employee options
-
(833,929)

Total tax charge for the 9 months/year
115,207
(135,751)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


13.


Exceptional items

9 months ended
31 December
12 months ended
31 March
2024
2024
£
£


Restructuring and severance
684,076
(214,584)

One off product costs
139,873
-

Due diligence costs
-
407,396

823,949
192,812

Page 24

 


SPECAC INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024

14.


Intangible assets

Group and Company







Goodwill

£



Cost


At 1 April 2024
2,813,322


Foreign exchange movement
23,013



At 31 December 2024

2,836,335



Amortisation


At 1 April 2024
61,384


Charge for the 9 months on owned assets
203,400


Foreign exchange movement
4,721



At 31 December 2024

269,505



Net book value



At 31 December 2024
2,566,830



At 31 March 2024
2,751,938



Page 25

 


SPECAC INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024

15.


Tangible fixed assets

Group








Leasehold improvements
Plant and machinery
Fixtures and fittings
Total

£
£
£
£



Cost or valuation


At 1 April 2024
1,755,778
669,347
724,825
3,149,950


Additions
-
88,287
30,147
118,434


Exchange adjustments
-
-
657
657



At 31 December 2024

1,755,778
757,634
755,629
3,269,041



Depreciation


At 1 April 2024
803,620
565,646
487,014
1,856,280


Charge for the 9 months on owned assets
120,301
47,889
111,202
279,392


Exchange adjustments
-
-
875
875



At 31 December 2024

923,921
613,535
599,091
2,136,547



Net book value



At 31 December 2024
831,857
144,099
156,538
1,132,494



At 31 March 2024
952,158
103,701
237,811
1,293,670

Page 26

 


SPECAC INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024

16.


Fixed asset investments

Company








Investments in subsidiary companies

£



Cost or valuation


At 1 April 2024
5,997,915



At 31 December 2024
5,997,915





Subsidiary undertakings


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



17.


Stocks

Group
31 December
Group
31 March
2024
2024
£
£

Raw materials and consumables
1,485,224
1,865,558

Work in progress (goods to be sold)
268,809
319,891

Finished goods and goods for resale
2,270,636
2,368,552

4,024,669
4,554,001


Impairment losses recognised or (reversed) in profit or loss was £83,398 (Year to 31 March 2024: (£37,742)).

Page 27

 


SPECAC INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024

18.


Debtors

Group
31 December
Group
31 March
Company
31 December
Company
31 March
2024
2024
2024
2024
£
£
£
£


Trade debtors
2,460,900
1,914,651
-
-

Amounts owed by group undertakings
13,566,393
165,632
13,466,393
-

Other debtors
181,924
134,675
47,678
19,818

Prepayments and accrued income
274,673
248,588
-
-

Tax recoverable
640,538
294,652
-
-

Deferred taxation
125,206
123,268
-
-

17,249,634
2,881,466
13,514,071
19,818



19.


Cash and cash equivalents

Group
31 December
Group
31 March
Company
31 December
Company
31 March
2024
2024
2024
2024
£
£
£
£

Cash at bank and in hand
2,996,879
3,353,855
18
80,158

2,996,879
3,353,855
18
80,158



20.


Creditors: Amounts falling due within one year

Group
31 December
Group
31 March
Company
31 December
Company
31 March
2024
2024
2024
2024
£
£
£
£

Trade creditors
533,188
794,205
118,986
-

Amounts owed to group undertakings
3,058,981
-
7,258,340
3,017,472

Corporation tax
107,796
11,577
-
-

Other taxation and social security
93,348
66,738
-
-

Other creditors
51,051
62,192
9,971
27,813

Accruals and deferred income
1,277,235
1,072,655
236,083
99,278

5,121,599
2,007,367
7,623,380
3,144,563


Within other creditors are amounts due on defined contribution pension schemes of £29,154 (Year to 31 March 2024: £32,161).

Page 28

 


SPECAC INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024

21.


Creditors: Amounts falling due after more than one year

Group
31 December
Group
31 March
Company
31 December
Company
31 March
2024
2024
2024
2024
£
£
£
£

Loans
9,602,520
-
9,602,520
-

9,602,520
-
9,602,520
-


The above loans are secured over the assets of the group by fixed and floating charges.


22.


Loans


Analysis of the maturity of loans is given below:


Group
31 December
Group
31 March
Company
31 December
Company
31 March
2024
2024
2024
2024
£
£
£
£



Amounts falling due 2-5 years

Loan
9,602,520
-
9,602,520
-


9,602,520
-
9,602,520
-


Page 29

 


SPECAC INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024

23.


Deferred taxation


Group



31 December 2024


£






At beginning of period
123,268


Charged to profit or loss
1,938



At end of period
125,206







The provision for deferred tax asset is made up as follows:

Group
31 December
Group
31 March
2024
2024
£
£

Accelerated capital allowances
(101,336)
(147,062)

Tax losses carried forward
219,253
262,290

Other timing differences
7,289
8,040

125,206
123,268


24.


Provisions


Group



Dilapidations

£





At 1 April 2024
141,939



At 31 December 2024
141,939

Page 30

 


SPECAC INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024

25.


Share capital

31 December
31 March
2024
2024
£
£
Allotted, called up and fully paid



349,500 (2024 - 349,500) Ordinary shares of £0.01 each
3,495
3,495
260,000 (2024 - 260,000) Ordinary Class A shares of £0.01 each
2,600
2,600

6,095

6,095

The Ordinary and A Ordinary shares have equal voting, divided and capital distribution rights.



26.


Reserves

Share premium account

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

Capital redemption reserve

This reserve records the nominal value of shares re-purchased by the company.

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.


27.


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
31 December
Group
31 March
2024
2024
£
£

Not later than 1 year
602,090
541,261

Later than 1 year and not later than 5 years
2,320,326
1,905,711

Later than 5 years
624,836
63,459

3,547,252
2,510,431

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SPECAC INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024

28.


Controlling party

The immediate parent company is Specac Holdco Limited, a company incorporated in the United Kingdom. The
ultimate parent company is Ampersand 2023 Limited Partnership, incorporated in the USA.
There is not considered to be one controlling party.

 
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