Company No:
Contents
| Note | 2024 | 2023 | ||
| £ | £ | |||
| Fixed assets | ||||
| Investments | 5 |
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| 34,569 | 34,569 | |||
| Current assets | ||||
| Debtors | 6 |
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| Cash at bank and in hand |
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| 20,158,902 | 17,914,311 | |||
| Creditors: amounts falling due within one year | 7 | (
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| Net current assets | 11,222,398 | 17,070,080 | ||
| Total assets less current liabilities | 11,256,967 | 17,104,649 | ||
| Creditors: amounts falling due after more than one year | 8 | (
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| Net assets |
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| Capital and reserves | ||||
| Called-up share capital | 9 |
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| Share premium account |
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| Other reserves |
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| Profit and loss account | (
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| Total shareholders' funds |
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Directors' responsibilities:
The financial statements of Spex Group Holdings Limited (registered number:
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Mr S R Craib
Director |
The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
Spex Group Holdings Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is Blackwood House, Union Grove Lane, Aberdeen, AB10 6XU, United Kingdom. The trading address is Ground Floor, Unit 2 Dunnottar House, Howe Moss Drive, Kirkhill Industrial Estate, Aberdeen, AB21 0FN.
The financial statements have been prepared under the historical cost convention, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.
The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.
Subsequent to the year end, on 30th June 2025, Investor Loan Notes of £1.3m were converted to equity as C Ordinary shares and on the same day, the entire share capital of the Company was purchased by Halliburton Global Holdings Limited “Halliburton”.
As part of this transaction, the remaining Investor Loan Notes and related accrued interest balances of £7.1m were repaid in full and the company’s entire share capital was re-designated as and converted into Ordinary shares. This included the conversion of the long-term dividend accrual of £3.8m to equity.
Since the date of acquisition, Halliburton have provided funding to the business, and they have confirmed their willingness to continue to provide ongoing financial support to the Company and its subsidiaries for at least the next 12 months from the date of approval of these financial statements.
In relation to ongoing litigation previously disclosed, the Scottish Court case has exhausted the appeals process by the third party and is considered closed, with awards to the Spex Group Companies. The Directors do not believe any liability to the Spex Group Companies remains pertaining to this matter.
With regards to the ongoing US Civil Case alleging the breach of a license agreement, the US Federal District Court has lifted the stay and allowed a 5th amended complaint to be filled by the Plaintiff. The Defendants have filed a Motion to Dismiss, and the parties await the Court’s ruling on the motion. The Company has not made a provision in the accounts for any related liability, as it does not believe any liability exists.
At the time of approving the financial statements, the Directors have reviewed trading and cashflow forecasts for the next 12 months through to December 2026 and are satisfied that the Company will have sufficient financial resources to continue in operational existence for the foreseeable future.
On this basis, the Directors consider it appropriate to prepare the financial statements on a going concern basis.
Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.
Short term benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year.
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.
Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
| Leasehold improvements |
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| Plant and machinery |
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Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.
Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.
Non-financial assets
If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company.
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and bank balances, are measured at transaction price including transaction costs.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are recognised at transaction price.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less.
Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
Going concern:
The going concern assumption is a judgement exercised by the directors (see note 1.2).
Recoverability of group receivables:
The company makes an assessment of the recoverable value of the amounts due from fellow group undertakings. When assessing the recoverability of these amounts owed, management considers factors such as the expected future trading performance of the group.
Contingent Liability:
The directors have made a critical judgement regarding a contingent liability (see note 11).
| 2024 | 2023 | ||
| Number | Number | ||
| Monthly average number of persons employed by the Company during the year, including directors |
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| Leasehold improve- ments |
Plant and machinery | Total | |||
| £ | £ | £ | |||
| Cost | |||||
| At 01 January 2024 |
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| At 31 December 2024 |
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| Accumulated depreciation | |||||
| At 01 January 2024 |
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| At 31 December 2024 |
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| Net book value | |||||
| At 31 December 2024 | 0 | 0 | 0 | ||
| At 31 December 2023 | 0 | 0 | 0 |
Investments in subsidiaries
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| Cost | |
| At 01 January 2024 |
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| At 31 December 2024 |
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| Carrying value at 31 December 2024 |
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| Carrying value at 31 December 2023 |
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| 2024 | 2023 | ||
| £ | £ | ||
| Trade debtors |
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| Amounts owed by Group undertakings |
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| Corporation tax |
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| Other debtors |
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| £ | £ | ||
| Bank loans |
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| Trade creditors |
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| Amounts owed to Group undertakings |
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| Taxation and social security |
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| Other creditors |
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Within other creditors includes loan notes of £4.3m with interest accrued of 12% and a further loan note of £900k with interest accrued of 20%. Both of these loan notes were repaid in full post year end. Subsequent to the year end the following transactions took place:
•Conversion of £1.3m of loan notes to C Ordinary Shares
•Repayment of remaining loan balances and related accrued interest of £7.1m (see note 13 for further information)
| 2024 | 2023 | ||
| £ | £ | ||
| Bank loans |
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| Other creditors |
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•Conversion of long term dividend accrual of £3.8m to equity
The bank loan is repayable over 72 months with the first twelve months of interest paid by the government. The bank loan has an interest rate of 2.5% per annum.
| 2024 | 2023 | ||
| £ | £ | ||
| Allotted, called-up and fully-paid | |||
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| 435 | 419 | ||
| Allotted, called-up and not yet paid | |||
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Furthermore, during the year share options of 942 were granted over the A Ordinary shares and other equity of £299k was recognised accordingly. These are exit only options and the consideration has been paid up front.
142 Ordinary shares have been issued as NIL paid shares. The remainder of the share capital is fully paid.
Enhanced voting shares are attached to the A Ordinary shares, whereby the voting rights are increased to 51% of the voting rights attached to all the shares in the capital of the company, upon notice of an Enhanced Voting Event.
On 30th June 2025, loan note balances of £1.3m were converted to equity as C Ordinary shares. At the same time, the rights associated with certain share classes were varied, such that the new C Ordinary shares (noted above) held a preferential 1st ranking.
On the same day, the entire share capital of the company was re-designed and converted into a single class of Ordinary shares.
Commitments
| 2024 | 2023 | ||
| £ | £ | ||
| Total future minimum lease payments under non-cancellable operating leases |
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Other financial commitments
The bank hold a bond and floating charge over the whole assets of the company.
Contingent liabilities
With regards to the ongoing US Civil Case alleging the breach of a license agreement, the US Federal District Court has lifted the stay and allowed a 5th amended complaint to be filled by the Plaintiff. The Defendants have filed a Motion to Dismiss and the parties await the Court’s ruling on the motion. The Company has not made a provision in the accounts for any related liability, as it does not believe any liability exists.
As at 31 December 2024, there is a balance of £89,075 due from a director (2023 - £89,075) are interest free with no fixed repayment terms. This balance was settled on completion of the transaction referred to in note 13 below.
As at 31 December 2024, there is a balance £2,261 due from a director (2023 - £287,767 due to a director). The amounts due are interest free with no fixed repayment terms. This balance was settled on completion of the transaction referred to in note 13 below.
Subsequent to the year end, Investor Loan Note and related accrued interest balances of £7.1m were repaid in full and £1.3m of Investor Loan Notes of £1.3m were converted to equity as C Ordinary Shares as part of the transaction referred to in note 13.
As part of this transaction, the remaining Investor Loan Notes and related accrued interest balances of £7.1m were repaid in full and the Company’s entire share capital was re-designated as and converted into Ordinary shares. This included the conversion of the long-term dividend accrual of £3.8m to equity.
On the same day, the entire share capital of the Company was re-designed and converted into a single class of Ordinary shares.
The share premium account represents premiums received on issue of share capital.
No one individual controls the Company.