REGISTERED NUMBER: 02371124 (England and Wales)

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

for

SPECTEC LTD

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

Directors:

C J Wildsmith

M Dufton

T O'Connor

Secretary:

C Delaney

Registered office:

Trafford House

6N-B Chester Road

Manchester

M32 0RS

Registered number:

02371124 (England and Wales)

Auditors:

S&W Audit

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

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

Principal activity

The principal activity of the company in the year under review was that of the development, delivery and and support of software solutions to the maritime industry.

Dividends

No dividends will be distributed for the year ended 31 December 2024.

Directors

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

D Riley

K J Mansell

C J Wildsmith

Other changes in directors holding office are as follows:

M Dufton and T O'Connor were appointed as directors after 31 December 2024 but prior to the date of this report.

K J Mansell and D Riley ceased to be directors after 31 December 2024 but prior to the date of this report.

Statement of directors' responsibilities

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

On behalf of the board:

C J Wildsmith - Director

12 December 2025

Opinion

We have audited the financial statements of Spectec Ltd (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the report of the directors, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the report of the directors. 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.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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:

We obtained a general understanding of the company's legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entity's policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the company's industry and regulation.

We understand that the company complies with the framework through outsourcing accounts preparation and tax compliance to external experts.

In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the company's ability to conduct its business, and where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the company:

- The Companies Act 2006 and FRS 101 in respect of the preparation and presentation of the financial statements; and

- UK taxation law.

The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity's financial statements to material misstatement including how fraud might occur. The areas identified in this discussion were:

- manipulation of financial statements via fraudulent journal entries.

- manipulation of revenue recognition through recognising revenue in the incorrect period.

The procedures we carried out to gain evidence in the above areas included:

- identifying and assessing the design effectiveness of controls 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;

- identifying and testing journal entries, in particular any journal entries posted with unusual account combinations;

- revenue recognition, we have tested a sample of sales orders and traced them through to the recognition to assess whether the sale was recognised when the performance obligation was completed. We also completed tests around the year end and on trade debtors to test the revenue recognition and occurrence and tests on the accuracy and completeness of the deferred income balance; and

- assessing whether the company has complied with laws and regulations.

Overall, the senior statutory auditor was satisfied the engagement team collectively had the appropriate competence and capabilities to identify or recognise irregularities.

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 irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Antony Sassen FCA (Senior Statutory Auditor)

for and on behalf of S&W Audit

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

15 December 2025

Turnover

3

4,706,295

5,179,677

Cost of sales

(1,461,561

)

(1,780,793

)

Gross profit

3,244,734

3,398,884

Administrative expenses

(3,303,309

)

(3,228,143

)

Operating (loss)/profit

(58,575

)

170,741

Interest payable and similar expenses

5

(3,447

)

(4,344

)

(Loss)/profit before taxation

6

(62,022

)

166,397

Tax on (loss)/profit

7

(19,722

)

(51,045

)

(Loss)/profit for the financial year

(81,744

)

115,352

Other comprehensive income

-

-

Total comprehensive income for the year

(81,744

)

115,352

Fixed assets

Owned

Intangible assets

8

171,428

257,141

Tangible assets

9

-

1,406

Right-of-use

Tangible assets

9, 14

126,945

168,117

298,373

426,664

Current assets

Debtors

10

1,332,115

1,124,506

Cash at bank

60,484

161,519

1,392,599

1,286,025

Creditors

Amounts falling due within one year

11

2,078,646

2,001,559

Net current liabilities

(686,047

)

(715,534

)

Total assets less current liabilities

(387,674

)

(288,870

)

Creditors

Amounts falling due after more than one year

12

594,862

611,922

Net liabilities

(982,536

)

(900,792

)

Capital and reserves

Called up share capital

15

31,500

31,500

Retained earnings

16

(1,014,036

)

(932,292

)

Shareholder funds

(982,536

)

(900,792

)

The financial statements were approved by the Board of Directors and authorised for issue on 12 December 2025 and were signed on its behalf by:

C J Wildsmith - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

31,500

(1,047,644

)

(1,016,144

)

Changes in equity

Total comprehensive income

-

115,352

115,352

Balance at 31 December 2023

31,500

(932,292

)

(900,792

)

Changes in equity

Total comprehensive income

-

(81,744

)

(81,744

)

Balance at 31 December 2024

31,500

(1,014,036

)

(982,536

)

1.	Statutory information

Spectec Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	Accounting policies

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company had net liabilities for the year ended 31 December 2024. The company is dependent, in the absence of other funding, on the continued financial support of Spectec Group Holdings Ltd, the immediate parent company. Spectec Group Holdings Ltd has confirmed its commitment to provide the necessary support by providing adequate facilities. On this basis the directors consider it appropriate to prepare the financial statements on a going concern basis.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases;

the requirements of paragraph 58 of IFRS 16;

•

the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraphs 53(a), (h) and (j) of IFRS 16; and

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraph 74(b) of IAS 16;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Certain software licenses are recognised on delivery of the software license. When delivery of goods is delayed at the customers request, and the customer specifically acknowledges the deferred delivery instructions and the usual payment terms apply, revenue is recognised when the customer takes title of the goods. Other software licenses which consist of performance obligations over a period of time, will be recognised as and when the performance obligations has been performed. For such licenses, the revenue is deferred and recognised over the life of the intellectual property.

Consultancy and service revenues provided on a time and materials basis are recognised when the service has been performed. For services performed on a fixed price basis, revenue is recognised proportionately to the percentage of planned costs incurred. Maintenance and warranty renewals are recognised pro rata over the period of contract.

Hardware sales are recognised upon shipment.

Where a contract consists of various components that operate independently of each other, the company recognises revenue for each component as if it were an individual contract.

Other intangible

Other intangibles are amortised on a straight line basis over their useful economic life of eight years. It is reviewed for impairment at the end of the first full financial year following the acquisition and in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Office Equipment

-

33% straight line

Computer equipment

-

33% straight line

Please refer to the Leases accounting policy in respect of the right-of-use asset included within freehold property.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Leases

Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.

Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

Employee benefit costs

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the Statement of comprehensive income in the period to which they relate. Amounts not paid are shown in accruals as a liability in the Statement of financial position.

3.

Turnover

The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United Kingdom

344,960

546,975

Rest of the World

4,361,335

4,632,702

4,706,295

5,179,677

Revenue from contracts with customers

For the year ended 31 December 2024, the company recognised revenue relating to the unwind of contract assets amounting to £38,097 (2023: £59,012).

Contract balances

2024

2023

£

£

Contract assets

19,779

38,097

2024

2023

£

£

Contract liabilities

Current

1,571,423

1,290,530

Non current

489,239

457,138

Contract assets and liabilities represent accrued and deferred revenue respectively.

The trade debtors balances of £615,681 (2023 - £671,252) relate to amounts owed from customers under contracts.

During the period the amount of revenue recognised from contracts with customers amounts to £1,505,838 (2023 - £2,516,185), which relates to performance obligations being satisfied.

The company recognised £1,583,215 (2023 - £1,717,437) of revenue in the current reporting period relating to contract liabilities carried forward from the prior period.

4.	Employees and directors

2024

2023

£

£

Wages and salaries

1,606,179

1,747,028

Social security costs

194,366

199,447

Other pension costs

167,660

193,253

1,968,205

2,139,728

The average number of employees during the year was as follows:

2024

2023

Admin staff

28

42

Included in average staff numbers are staff whose costs are fully recharged to group entities and are therefore excluded from the costs disclosed above.

2024

2023

£

£

Directors' remuneration

-

-

5.

Interest payable and similar expenses

2024

2023

£

£

IFRS 16 Interest

3,447

4,344

6.	(Loss)/profit before taxation

The loss before taxation (2023 - profit before taxation) is stated after charging:

2024

2023

£

£

Depreciation - owned assets

1,406

2,557

Depreciation - assets on hire purchase contracts or finance leases

41,172

39,889

Auditors' remuneration

11,000

10,000

Foreign exchange differences

88,873

114,965

7.

Taxation

Analysis of tax expense

2024

2023

£

£

Current tax:

Corporation tax

18,722

49,445

Deferred tax

1,000

1,600

Total tax expense in statement of comprehensive income

19,722

51,045

Factors affecting the tax expense

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

(Loss)/profit before income tax

(62,022

)

166,397

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.500%)

(15,506

)

39,103

Effects of:

Expenses not deductible for tax purposes

14,220

-

Depreciation and amortisation in excess of capital allowances

20,008

18,790

Income not taxable for tax purposes

-

(8,448

)

Deferred tax

1,000

1,600

Tax expense

19,722

51,045

8.	Intangible fixed assets

Other

intangibles

£

Cost

At 1 January 2024

and 31 December 2024

685,700

Amortisation

At 1 January 2024

428,559

Amortisation for year

85,713

At 31 December 2024

514,272

Net book value

At 31 December 2024

171,428

At 31 December 2023

257,141

9.	Tangible fixed assets

Freehold

Office

Computer

property

Equipment

equipment

Totals

£

£

£

£

Cost

At 1 January 2024

371,683

101,028

135,973

608,684

Disposals

-

(2,956

)

(130,910

)

(133,866

)

At 31 December 2024

371,683

98,072

5,063

474,818

Depreciation

At 1 January 2024

203,566

101,028

134,567

439,161

Charge for year

41,172

-

1,406

42,578

Eliminated on disposal

-

(2,956

)

(130,910

)

(133,866

)

At 31 December 2024

244,738

98,072

5,063

347,873

Net book value

At 31 December 2024

126,945

-

-

126,945

At 31 December 2023

168,117

-

1,406

169,523

Freehold property represents the right-of-use asset, this right-of-use asset is recognised due to the adoption of IFRS 16 Leases, under the modified retrospective approach.

10.

Debtors: amounts falling due within one year

2024

2023

£

£

Trade debtors

637,907

671,525

Amounts owed by group undertakings

466,787

301,085

Other debtors

35,450

72,085

Deferred tax asset

Other timing differences

11,000

12,000

Prepayments and accrued income

180,971

67,811

1,332,115

1,124,506

The deferred tax asset relates to capital allowances that will be recovered.

11.

Creditors: amounts falling due within one year

2024

2023

£

£

Leases (see note 13)

49,162

48,189

Trade creditors

-

70,960

Amounts owed to group undertakings

28

1,366

Corporation tax

18,712

49,445

Social security and other taxes

57,475

96,532

VAT

-

4,768

Other creditors

86,014

147,084

Accruals and deferred income

1,867,255

1,583,215

2,078,646

2,001,559

12.

Creditors: amounts falling due after more than one year

2024

2023

£

£

Leases (see note 13)

105,623

154,784

Accruals and deferred income

489,239

457,138

594,862

611,922

13.

Financial liabilities - borrowings

2024

2023

£

£

Current:

Leases (see note 14)

49,162

48,189

Non-current:

Leases (see note 14)

105,623

154,784

Terms and debt repayment schedule

1 year or

less

1-2 years

2-5 years

Totals

£

£

£

£

Leases

49,162

50,154

55,469

154,785

The financial liabilities represents the present value of the future lease payments using the incremental borrowing rate of 2%.

14.

Leasing

Right-of-use assets

Tangible fixed assets

2024

2023

£

£

Cost

At 1 January 2024

371,683

371,683

Depreciation

At 1 January 2024

203,566

163,677

Charge for year

41,172

39,889

244,738

203,566

Net book value

126,945

168,117