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Registration number: 09276549

Prepared for the registrar
Spica Technologies Ltd
Annual Report and Financial Statements
for the Period from 1 January 2025 to 31 October 2025

Spica Technologies Ltd

Contents

Company Information | 1
Balance Sheet | 2
Notes to the Financial Statements | 3 to 12

Spica Technologies Ltd

Company Information

Directors | Mr C Bejan Mr P Jones Mr J T Anderson Mr M D Hiles

Registered office | 1.06 Icentrum 6 Holt Street Birmingham B7 4BP

Auditors | M T Manley & Co Limited 696 Yardley Wood Road Birmingham B13 0HY

Spica Technologies Ltd

(Registration number: 09276549)
Balance Sheet as at 31 October 2025

| Note | 31 October 2025 £ | (As restated) 31 December 2024 £
Fixed assets |  |  |
Intangible assets | 4 | 124 | 213
Tangible assets | 5 | 33,591 | 35,638
|  | 33,715 | 35,851
Current assets |  |  |
Stocks |  | - | 1,243
Debtors | 6 | 1,407,197 | 1,216,891
Cash at bank and in hand |  | 18,520 | 246,398
|  | 1,425,717 | 1,464,532
Creditors: Amounts falling due within one year | 7 | (2,623,788) | (3,766,367)
Net current liabilities |  | (1,198,071) | (2,301,835)
Total assets less current liabilities |  | (1,164,356) | (2,265,984)
Deferred tax liabilities | 8 | - | -
Net liabilities |  | (1,164,356) | (2,265,984)
Capital and reserves |  |  |
Called up share capital | 9 | 188 | 188
Share premium reserve |  | 359,948 | 359,948
Profit and loss account |  | (1,524,492) | (2,626,120)
Shareholders' deficit |  | (1,164,356) | (2,265,984)

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 13 March 2026 and signed on its behalf by:

Mr C Bejan
Director

Spica Technologies Ltd

Notes to the Financial Statements for the Period from 1 January 2025 to 31 October 2025

| 1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office and principal place of business is:
1.06 Icentrum
6 Holt Street
Birmingham
B7 4BP

| 2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Going concern

The financial statements have been prepared on the going concern basis. In forming this judgement, the directors have considered the company’s current financial position, cash flow forecasts, and the level of financial support available from its parent undertaking.
The company has recorded net liabilities at the reporting date. Following the acquisition of the company during the period, the new parent has confirmed its intention to provide financial support for at least the next twelve months from the date of approval of these financial statements. The directors have reviewed cash flow projections that incorporate this committed support and demonstrate that the company will have adequate resources to meet its liabilities as they fall due.
On this basis, and having considered the forecast performance and available funding, the directors consider that it remains appropriate to prepare the financial statements on a going concern basis.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Judgements

No significant judgements have been made by management in preparing these financial statements.

Spica Technologies Ltd

Notes to the Financial Statements for the Period from 1 January 2025 to 31 October 2025

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

Changes in accounting policy

The following have been applied for the first time from 1 January 2025 and have had an effect on the financial statements:

Development costs

During the year the company revised its accounting policy in respect of development costs. Prior to this date all development costs which met the criteria outlined in Financial Reporting Standard 102 were capitalised to intangible assets and amortised to the profit and loss account. However, subsequent to this date all development costs are charged to the profit and loss account as it is incurred, as detailed in note 17 of these financial statements.
In accordance with the requirements of this reporting standard the revised policy has been applied retrospectively and the balance sheets as at 1 January 2024 & 31 December 2024 and the profit and loss account for the year ended 31 December 2024 have been restated in respect of this change of accounting policy.
All other accounting policies have been consistently applied.

Revenue recognition

Revenue comprises amounts receivable for the provision of software‑as‑a‑service subscriptions, hardware, and related services, exclusive of value added tax and after deducting discounts and credits.
Where the company supplies SaaS subscriptions, revenue is recognised over time on a straight‑line basis over the subscription period, as the customer receives and consumes the benefits of access to the hosted software platform.
Where hardware is sold to the customer, revenue from the sale of hardware is recognised when control of the hardware passes to the customer, which is typically on delivery or installation. If the contract includes both hardware and SaaS services for a single bundled price, the consideration is allocated between the separate elements based on their relative standalone selling prices.
Where hardware is provided solely to enable access to the SaaS platform and does not transfer to the customer, no separate revenue is recognised for the hardware. In such cases, the associated costs are expensed as incurred and the related income is recognised over the SaaS subscription term.
Fees charged for installation, configuration or onboarding are recognised when the related services are performed, unless those activities do not transfer a distinct service to the customer, in which case the fees are recognised over the subscription period.
Amounts invoiced in advance for future service periods are recorded as deferred income and released to revenue as the services are delivered.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation 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 operates and generates taxable income.

Spica Technologies Ltd

Notes to the Financial Statements for the Period from 1 January 2025 to 31 October 2025

Deferred corporation tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred corporation tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, less any estimated residual value over their useful economic life, as follows:

Asset class | Depreciation method and rate
Plant & machinery | 3 years straight line
Fixtures & fittings | 3 years straight line
Computer equipment | 3 years straight line

Intangible assets

Intangible assets are stated in the balance sheet at cost, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.
The cost of intangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful economic life as follows:

Asset class | Amortisation method and rate
Licences | 10 years straight line

Development costs

Development costs are not capitalised and expenditure is charged against profits in the year in which it is incurred.

Government grants

Government grants are recognised based on the performance model and are measured at the fair value of the asset received or receivable. A grant which imposes specified future performance-related conditions on the recipient is recognised in income only when the performance-related conditions are met. Grants which are received before the revenue recognition criteria are satisfied are recognised as a liability.

Spica Technologies Ltd

Notes to the Financial Statements for the Period from 1 January 2025 to 31 October 2025

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Impairment
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 profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Trade debtors

Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Spica Technologies Ltd

Notes to the Financial Statements for the Period from 1 January 2025 to 31 October 2025

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

| 3 | Staff numbers

The average number of persons employed by the company (including directors) during the period, was 32 (2024 - 39).

Spica Technologies Ltd

Notes to the Financial Statements for the Period from 1 January 2025 to 31 October 2025

| 4 | Intangible assets

| Licences £ | Total £
Cost
At 1 January 2025 | 1,063 | 1,063
At 31 October 2025 | 1,063 | 1,063
Amortisation
At 1 January 2025 | 850 | 850
Amortisation charge | 89 | 89
At 31 October 2025 | 939 | 939
Carrying amount
At 31 October 2025 | 124 | 124
At 31 December 2024 | 213 | 213

| 5 | Tangible assets

| Plant & machinery £ | Computer equipment £ | Total £
Cost
At 1 January 2025 | 16,522 | 110,545 | 127,067
Additions | - | 18,569 | 18,569
Disposals | (465) | (22,131) | (22,596)
At 31 October 2025 | 16,057 | 106,983 | 123,040
Depreciation
At 1 January 2025 | 10,564 | 80,864 | 91,428
Charge for the year | 2,750 | 17,123 | 19,873
Eliminated on disposal | (465) | (21,387) | (21,852)
At 31 October 2025 | 12,849 | 76,600 | 89,449
Carrying amount
At 31 October 2025 | 3,208 | 30,383 | 33,591
At 31 December 2024 | 5,958 | 29,680 | 35,638

Spica Technologies Ltd

Notes to the Financial Statements for the Period from 1 January 2025 to 31 October 2025

| 6 | Debtors

| 31 October 2025 £ | 31 December 2024 £
Trade debtors | 1,034,239 | 611,961
Amounts due from group undertakings | - | 266,747
Other debtors | 38,760 | 5,564
Prepayments | 154,489 | 182,171
Corporation tax asset | 179,709 | 150,448
| 1,407,197 | 1,216,891

| 7 | Creditors

| 31 October 2025 £ | 31 December 2024 £
Due within one year |  |
Trade creditors | 348,794 | 272,984
Amounts due to group undertakings | 290,000 | 1,477,822
Social security and other taxes | 73,661 | 154,356
Other creditors | 127,767 | 57,521
Accrued expenses and deferred income | 1,783,566 | 1,803,684
| 2,623,788 | 3,766,367

Release of Intercompany Loan
As part of the disposal of the company by its former parent undertaking, the intercompany loan balance owing to that parent was formally released. In accordance with FRS 102, the derecognition of this liability has been recognised as income in the profit and loss account.
The release is tax neutral, as the loan was between connected companies within the charge to UK tax. The resulting credit of £2,234,970 has been presented as a separate line item within Other operating income due to its size and non-recurring nature.

Spica Technologies Ltd

Notes to the Financial Statements for the Period from 1 January 2025 to 31 October 2025

| 8 | Deferred tax

Deferred tax assets and liabilities

2025 | Asset £
Fixed asset timing differences | (8,390)
Tax losses | 5,247
Short term timing differences | 3,143
| -

There are £2,767,455 of unused tax losses and credits against future liabilities (2024 - £1,630,974) for which no deferred tax asset is recognised in the balance sheet as the recoverability of such assets is uncertain.

2024 | (As restated) Asset £
Fixed asset timing differences | (8,896)
Tax losses | 6,499
Short term timing differences | 2,397
| -

| 9 | Share capital

Allotted, called up and fully paid shares

| 31 October 2025 | 31 December 2024
| No. | £ | No. | £
Ordinary shares of £0.001 each | 188,380 | 188 | 188,380 | 188

| 10 | Financial commitments, guarantees and contingencies

Financial commitment
The total amount of financial commitments not included in the balance sheet is £72,030 (2024 - £144,060), of which £72,030 (2024 - £72,030) is due within one year and £nil (2024 - £72,030) is due within one and two years.

| 11 | Pension

The company operates a defined contribution scheme for the benefit of its employees of which the assets are held separately from those of the company. At 31 October 2025 £15,440 (2024 - £12,870) was due to the pension fund.

| 12 | Parent and ultimate parent undertaking

On 26 September 2025, ownership of the company changed. From this date, the company has been controlled by Hubstar Group Limited (registered in England & Wales, company number 11185478). No consolidated financial statements are prepared by this group.
Prior to this change, the company was controlled by its immediate parent, Nordomatic Holding UK Ltd (registered in England & Wales, company number 13941869). The ultimate parent company was Building Automation Nordic Holding AB (registered in Sweden, company number 559261-9729). Consolidated financial statements for Building Automation Nordic Holding AB are prepared and publicly available, and the results of the company were included in those consolidated accounts up to the date of sale.

Spica Technologies Ltd

Notes to the Financial Statements for the Period from 1 January 2025 to 31 October 2025

| 13 | Change of accounting policy

During the period, the company changed its accounting policy for development expenditure. Previously, development costs that met the recognition criteria in FRS 102 were capitalised as intangible assets and amortised over their estimated useful lives. From 1 January 2025, all development expenditure is recognised as an expense as it is incurred.
The directors consider this revised policy to provide more reliable and relevant information given the nature of the company’s development activities. In accordance with FRS 102, the change has been applied retrospectively, and the comparative information has been restated. The effect of the change on opening equity and on the previously reported profit for the year ended 31 December 2024 is summarised below.

Reconciliation of equity: |  |  |  |  |  |
|  | Note |  | At 1 January 2024 |  | At 31 December 2024
|  |  |  | £ |  | £
Equity reported under previous accounting policy |  |  |  | (104,945) |  | (560,726)
Adjustments to equity on application of revised accounting policy: |  |  |  |  |  |
Capitalised development expenditure |  | 1 |  | (3,486,356) |  | (4,489,340)
Amortisation of development expenditure |  | 1 |  | 2,077,285 |  | 2,721,564
Removal of deferred tax on timing differences arising as a result of capitalised development expenditure |  | 2 |  | 71,545 |  | 62,518
Total adjustments to equity on application of revised accounting policy |  |  |  | (1,337,526) |  | (1,705,258)
Equity reported after application of revised accounting policy |  |  |  | (1,442,471) |  | (2,265,984)

Reconciliation of profit (loss) for the financial year ended 31 December 2024: |  |  |  |
|  | Note |  | £
As reported under previous accounting policy |  |  |  | (455,781)
Adjustments on transition to revised accounting policy: |  |  |  |
Expensing expenditure previously recognised as capitalised development expenditure |  | 1 |  | (1,002,984)
Reversal of previously recognised amortisation of development expenditure |  | 1 |  | 644,279
Reversal of deferred tax timing differences |  | 2 |  | (9,027)
Total adjustments on application of revised accounting policy |  |  |  | (367,732)
As reported under revised accounting policy |  |  |  | (823,513)

| 13.1 | Note 1

Capitalised development expenditure has been derecognised and is now treated as an expense in the period in which the cost is incurred. Amortisation previously charged has been reversed.

Spica Technologies Ltd

Notes to the Financial Statements for the Period from 1 January 2025 to 31 October 2025

| 13.2 | Note 2

The previous policy created timing differences which gave rise to a deferred tax asset. As a result of the policy change, these timing differences have been eliminated. Although the company is now in a deferred tax asset position due to tax losses, no asset has been recognised because there is insufficient evidence that taxable profits will be available in the foreseeable future.

| 14 | Audit report

The Independent Auditor's Report was unqualified. The name of the Senior Statutory Auditor who signed the audit report on 13 March 2026 was Graham Collins, who signed for and on behalf of M T Manley & Co Limited.