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Registered number: 06969452









Scorpion Automotive Limited









Annual report and financial statements

For the Year Ended 31 August 2025

 
Scorpion Automotive Limited
 
 
Company Information


Directors
M Downing 
A Jeffrey 
U Iqbal 




Registered number
06969452



Registered office
Fourth Floor
Unit 5b

The Parklands

Bolton

BL6 4SD




Independent auditors
Hurst Accountants Limited

3 Stockport Exchange

Stockport

SK1 3GG





 
Scorpion Automotive Limited
 

Contents



Page
Strategic report
1
Directors' report
2 - 3
Independent auditors' report
4 - 7
Statement of income and retained earnings
8
Balance sheet
9
Notes to the financial statements
10 - 26


 
Scorpion Automotive Limited
 
 
Strategic Report
For the Year Ended 31 August 2025

Introduction
 
The directors present the strategic report for the year ended 31 August 2025. 

Principal activities
 
The principal activities of the company are the provision of Tracking as a Service and the supply of electrical wiring and connector systems, automotive electronics and accessories.

Business review
 
The Directors are pleased to present the Financial Statements.
The year has delivered an increase in total revenue of 25.8% and pre tax profits of £3,421,360. 
The business recorded another very strong performance in telematics and Tracking as a Service with revenues increasing by 48% year on year. During the year the Company installed over 35,000 devices and continues to grow this area of the business. 
Gross margin % has increased from 39.3% to 53.4% as the focus of revenue generation switches from sub-contract manufacturing to the provision of Tracking as a Service. 

Principal risks and uncertainties
 
The directors have considered the exposure of the company to financial risks. The company is funded through its profits and certain borrowings . The directors regularly monitor cash flow projections of the company in order to ensure that it has sufficient available funds for its continuing operations. 
The key risks and uncertainties affecting the company are considered to be the rapid growth of the company but this has been mitigated by the implementation of the SAP system in the prior years. 

Financial key performance indicators
 
   2025    2024    
Turnover   £20,301,807   £16,138,170   
EBITDA  £2,723,432  (£201,560)
Gross profit percentage  53.4%    39.3%     



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



M Downing
Director

Date: 26 May 2026

Page 1

 
Scorpion Automotive Limited
 
 
 
Directors' Report
For the Year Ended 31 August 2025

The directors present their report and the financial statements for the year ended 31 August 2025.

Directors

The directors who served during the year were:

M Downing 
A Jeffrey (appointed 14 February 2025)
J McMonagle (appointed 14 February 2025, resigned 2 February 2026)

Results and dividends

The profit for the year, after taxation, amounted to £3,081,241 (2024 - loss £541,780).

Dividends declared during the year amount to £1,200,000 (2024 - £Nil). The directors do not recommend the payment of a final dividend.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report 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 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 he is 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 for the Company's financial statements and then apply them consistently;

make judgments 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Future developments

The Company intends to continue its growth trajectory through a combination of organic expansion and selective acquisitions within the UK vehicle tracking and telematics market. The directors have identified a strong pipeline of acquisition opportunities to broaden the Company's product offering, expand its customer base and consolidate a fragmented market. Alongside this, the Company will invest in building out its national installation network, growing its recurring subscription revenue base, and developing next-generation connected car and telematics solutions. The directors are confident that the Company's vertically integrated platform and established market position provide a strong foundation to deliver significant growth in the years ahead.

Page 2

 
Scorpion Automotive Limited
 
 
 
Directors' Report (continued)
For the Year Ended 31 August 2025

Disclosure of information to auditors

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's auditors are 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's auditors are aware of that information.

Post balance sheet events

After the reporting date, the Company, completed the acquisitions of the entire issued share capital of Trackershop Limited in December 2025 and Intellitec Limited in May 2026.
The consideration payable for the acquisitions, and the external debt raised to fund them, have not been disclosed on the basis that the directors consider the terms to be commercially sensitive. 
The transactions have been treated as non-adjusting events after the reporting period and, accordingly, no adjustment has been made to the amounts recognised in these financial statements.

Auditors

The auditors, Hurst Accountants Limited were appointed after the year end, and will be proposed for reappointment in
accordance with section 485 of the Companies Act 2006.

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





M Downing
Director

Date: 26 May 2026

Page 3

 
Scorpion Automotive Limited
 
 
 
Independent auditors' report to the members of Scorpion Automotive Limited
 

Opinion


We have audited the financial statements of Scorpion Automotive Limited (the 'Company') for the year ended 31 August 2025, which comprise the Statement of Income and Retained Earnings, the Balance Sheet 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 the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 August 2025 and of its profit 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 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 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 Annual Report other than the financial statements and our Auditors' 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.


We have nothing to report in this regard.


Page 4

 
Scorpion Automotive Limited
 
 
 
Independent auditors' report to the members of Scorpion Automotive Limited (continued)


Opinion 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the 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
 

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 Strategic Report or the Directors' Report.


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:


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 Directors' Responsibilities Statement set out on page 2, 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 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.


Page 5

 
Scorpion Automotive Limited
 
 
 
Independent auditors' report to the members of Scorpion Automotive Limited (continued)


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 an Auditors' 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 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:


Identifying and assessing potential risks related to irregularities

In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and
noncompliance with laws and regulations, we considered the following:
The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
Supporting documentation relating to the Company's policies and procedures for:
°Identifying, evaluating, and complying with laws and regulations
°Detecting and responding to the risks of fraud
The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Antibribery and Corruption.

Audit response to risks identified
 
Our procedures to respond to the risks identified included the following:
 
Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud. 
Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
Enquiring of management about any actual and potential litigation and claims.
Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
 
Page 6

 
Scorpion Automotive Limited
 
 
 
Independent auditors' report to the members of Scorpion Automotive Limited (continued)


We have also considered the risk of fraud through management override of controls by:
 
Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error. 
Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
 
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.


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 Auditors' 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 Auditors' 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.





John Glover (Senior statutory auditor)
for and on behalf of
Hurst Accountants Limited
3 Stockport Exchange
Stockport
SK1 3GG

27 May 2026
Page 7

 
Scorpion Automotive Limited
 
 
Statement of Income and Retained Earnings
For the Year Ended 31 August 2025

2025
2024
Note
£
£

  

Turnover
 4 
20,301,807
16,138,170

Cost of sales
  
(9,463,088)
(9,790,217)

Gross profit
  
10,838,719
6,347,953

Administrative expenses
  
(8,260,850)
(6,853,881)

Exceptional administrative expenses
  
(309,016)
-

Operating profit/(loss)
 5 
2,268,853
(505,928)

Income from fixed assets investments
 9 
1,200,000
-

Interest receivable and similar income
 10 
1,384
8,004

Interest payable and similar expenses
 11 
(48,877)
(43,856)

Profit/(loss) before tax
  
3,421,360
(541,780)

Tax on profit/(loss)
 12 
(340,119)
-

Profit/(loss) after tax
  
3,081,241
(541,780)

  

  

Retained earnings at the beginning of the year
  
(22,945)
518,835

  
(22,945)
518,835

Profit/(loss) for the year
  
3,081,241
(541,780)

Dividends declared and paid
  
(1,200,000)
-

Retained earnings at the end of the year
  
1,858,296
(22,945)

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of income and retained earnings.

The notes on pages 10 to 26 form part of these financial statements.

Page 8

 
Scorpion Automotive Limited
Registered number: 06969452

Balance Sheet
As at 31 August 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 15 
413,917
-

Tangible assets
 16 
1,228,001
1,363,113

Investments
 17 
3,749,695
531,472

  
5,391,613
1,894,585

Current assets
  

Stocks
 18 
2,109,542
2,105,501

Debtors: amounts falling due within one year
 19 
6,342,650
5,948,961

Cash at bank and in hand
 20 
1,941,000
1,449,969

  
10,393,192
9,504,431

Creditors: amounts falling due within one year
 21 
(5,385,569)
(6,670,091)

Net current assets
  
 
 
5,007,623
 
 
2,834,340

Total assets less current liabilities
  
10,399,236
4,728,925

Creditors: amounts falling due after more than one year
 22 
(7,994,964)
(4,435,620)

Provisions for liabilities
  

Deferred tax
  
(229,726)
-

  
 
 
(229,726)
 
 
-

Net assets
  
2,174,546
293,305


Capital and reserves
  

Called up share capital 
 25 
316,250
316,250

Profit and loss account
 26 
1,858,296
(22,945)

  
2,174,546
293,305


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




M Downing
Director

Date: 26 May 2026

The notes on pages 10 to 26 form part of these financial statements.

Page 9

 
Scorpion Automotive Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2025

1.


General information

Scorpion Automotive Limited is a private company limited by shares incorporated in England and Wales. The
registered office is Fourth Floor, Unit 5b The Parklands, Bolton, United Kingdom, BL6 4SD
The principle activities of the company are the provision of Tracking as a Service and the supply of electrical wiring and connector systems, automotive electronics and accessories.

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 management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of Scorpion Group Holdings Limited as at 31 August 2025 and these financial statements may be obtained from Registrar of Companies,
Companies House, Crown Way, Maindy, Cardiff, CF4 3UZ.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006

Page 10

 
Scorpion Automotive Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2025

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company'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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

Revenue

Revenue is measured at the fair value of the consideration received or receivable, net of VAT and discounts.
Revenue is recognised when the significant risks and rewards of ownership have transferred to the customer, the amount of revenue can be measured reliably, it is probable that the economic benefits will flow to the Company, and the costs incurred or to be incurred can be measured reliably.
Sale of goods
Electrical wiring and connector systems
Revenue from the sale of good is recognised when the significant risks and rewards of ownership of the goods
have passed to the buyer (usually on delivery to the customer), the amount of revenue can be measured
reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the
cost incurred or to be incurred in respect of the transaction can be measured reliably.
Tracking devices and accessories
Revenue from the sale of tracking devices and related hardware is recognised when the goods are delivered to
the customer (or installed where installation is integral to delivery) and the significant risks and rewards of
ownership have transferred, which is generally the point at which the customer has accepted the goods and the
Company has no ongoing managerial involvement to the degree usually associated with ownership.
Tracking service
Revenue from tracking services is recognised over time, generally on a straight-line basis over the subscription
period, as the customer simultaneously receives and consumes the benefits of access to the platform
throughout the contract term.

Page 11

 
Scorpion Automotive Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2025

2.Accounting policies (continued)

 
2.6

Operating leases: the Company 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

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

 
2.10

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 12

 
Scorpion Automotive Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2025

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the year 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 balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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 balance sheet date.


 
2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.13

Intangible assets

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of 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 Statement of Income and Retained Earnings over 5 years.

 
2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 13

 
Scorpion Automotive Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2025

2.Accounting policies (continued)


2.14
Tangible fixed assets (continued)

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:

Long-term leasehold property
-
Over the life of the lease
Plant and machinery
-
10% and 15% per annum straight line
Motor vehicles
-
25% per annum reducing balance
Fixtures and fittings
-
15% per annum 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.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.16

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.17

Debtors

Short-term debtors are measured at transaction price, less any impairment.

 
2.18

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 

 
2.19

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 14

 
Scorpion Automotive Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2025

2.Accounting policies (continued)

 
2.20

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.

 
2.21

Financial instruments

The Company 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 Company's Balance Sheet when the Company 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.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
 

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Page 15

 
Scorpion Automotive Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2025

2.Accounting policies (continued)


2.21
Financial instruments (continued)

Basic financial liabilities

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

 
2.22

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make significant judgements and estimates that
affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses
incurred during the period. Actual outcomes may differ from these judgements, estimates and assumptions.
The directors believe that judgements, estimates and assumptions do not have a significant risk of causing a material
difference to the carrying amounts of the assets and liabilities within the next financial year.

Page 16

 
Scorpion Automotive Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2025

4.


Turnover

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


2025
2024
£
£

Sale of goods
10,660,790
10,586,146

Tracking service
9,641,017
5,552,024

20,301,807
16,138,170


Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
18,559,576
15,586,431

Rest of Europe
1,742,231
551,739

20,301,807
16,138,170



5.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

2025
2024
£
£

Research & development charged as an expense
81,263
281,990

Exchange differences
82,919
235,073

Other operating lease rentals
144,470
(144,120)


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
17,750
25,000

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 17

 
Scorpion Automotive Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2025

7.


Employees

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


2025
2024
£
£

Wages and salaries
5,987,917
4,630,367

Social security costs
558,733
449,087

Cost of defined contribution scheme
126,173
154,814

6,672,823
5,234,268


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


        2025
        2024
            No.
            No.







Sales and administrative
103
80



Factory and warehouse
38
45



Directors
3
1

144
126


8.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
180,506
130,800

Company contributions to defined contribution pension schemes
1,543
-

182,049
130,800


During the year retirement benefits were accruing to no directors (2024 - NIL) in respect of defined contribution pension schemes.


9.


Income from investments

2025
2024
£
£





Dividends received from subsidiary
1,200,000
-


Page 18

 
Scorpion Automotive Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2025

10.


Interest receivable

2025
2024
£
£


Other interest receivable
1,384
8,004


11.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
18,632
14,100

Other loan interest payable
28,720
27,348

Finance leases
1,525
2,408

48,877
43,856


12.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
110,393
-


Total current tax
110,393
-

Deferred tax


Origination and reversal of timing differences
229,726
-

Total deferred tax
229,726
-


Tax on profit/(loss)
340,119
-
Page 19

 
Scorpion Automotive Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2025
 
12.Taxation (continued)


Factors affecting tax charge for the year

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

2025
2024
£
£


Profit/(loss) on ordinary activities before tax
3,421,360
(541,780)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
855,340
(135,445)

Effects of:


Non-tax deductible amortisation of goodwill
25,870
-

Expenses not deductible for tax purposes
76,986
19,099

Unutilised of tax losses
-
113,219

Adjustments to deferred tax charge in respect of prior periods
274,020
-

Non-taxable income
(300,000)
-

Unrelieved tax losses carried forward
(592,097)
-

Other differences leading to an increase (decrease) in the tax charge
-
3,127

Total tax charge for the year
340,119
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


13.


Dividends

2025
2024
£
£


Dividends
1,200,000
-

1,200,000
-


14.


Exceptional items

2025
2024
£
£


Provision against intercompany loans
309,016
-

Page 20

 
Scorpion Automotive Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2025

15.


Intangible assets




Goodwill

£



Cost


At 1 September 2024
183,226


Transfer from investment in subsidary (see note 17)
517,397



At 31 August 2025

700,623



Amortisation


At 1 September 2024
183,226


Charge for the year
103,480



At 31 August 2025

286,706



Net book value



At 31 August 2025
413,917



At 31 August 2024
-



Page 21

 
Scorpion Automotive Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2025

16.


Tangible fixed assets





Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Total

£
£
£
£
£



Cost


At 1 September 2024
1
3,475,534
112,709
442,194
4,030,438


Additions
-
143,020
30,825
46,765
220,610



At 31 August 2025

1
3,618,554
143,534
488,959
4,251,048



Depreciation


At 1 September 2024
-
2,389,579
42,602
235,144
2,667,325


Charge for the year
-
283,954
18,170
53,598
355,722



At 31 August 2025

-
2,673,533
60,772
288,742
3,023,047



Net book value



At 31 August 2025
1
945,021
82,762
200,217
1,228,001



At 31 August 2024
1
1,085,955
70,107
207,050
1,363,113


17.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 1 September 2024
531,472


Additions
3,735,620


Transfer to Goodwill*
(517,397)



At 31 August 2025
3,749,695




* During the year, the trade and assets of Autokontrol was hived up to the Company, subsequently the carrying value of the investment has been transfer to goodwill.

Page 22

 
Scorpion Automotive Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2025

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Scorpion Automative Asia Private Limited
1
Ordinary
100%
Scorpion Track Inc
2
Ordinary
100%
Autokontrol Ltd
3
Ordinary
100%
Scorpion Auto SRL
4
Ordinary
100%
Trackerteam Limited
5
Ordinary
100%

1.Office Building No C-4, CTS No 1+2, FP No. 12, Mula Road. Pune - 411003, India
2.5663 North Service Road, 200, Burlington, Ontario, L7L 5H6, Canada
3.Regency House, 45-53 Chorley New Road, Bolton, England, BL4 4QR
4.Via Vicenzo Monti 34, 20123 Milan, Italy
5.Unit 16 Hanson Lane Enterprise Centre, Halifax, West Yorkshire, England, HX1 5PG


18.


Stocks

2025
2024
£
£

Finished goods and goods for resale
2,109,542
2,105,501



19.


Debtors

2025
2024
£
£


Trade debtors
2,402,689
2,245,055

Amounts owed by group undertakings
2,989,184
3,367,678

Other debtors
865,544
251,887

Prepayments
85,233
84,341

6,342,650
5,948,961


Amounts owed by group undertakings are repayable on demand, unsecured and bear no interest.


20.


Cash

2025
2024
£
£

Cash at bank and in hand
1,941,000
1,449,969


Page 23

 
Scorpion Automotive Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2025

21.


Creditors: Amounts falling due within one year

2025
2024
£
£

Bank loans
108,409
50,000

Trade creditors
980,173
1,561,818

Amounts owed to group undertakings
214,613
-

Corporation tax
-
90

Other taxation and social security
765,281
505,061

Obligations under finance lease and hire purchase contracts
-
8,750

Other creditors
25,784
50,619

Accruals and deferred income
3,291,309
4,493,753

5,385,569
6,670,091



22.


Creditors: Amounts falling due after more than one year

2025
2024
£
£

Bank loans
25,000
75,000

Deferred income
7,969,964
4,360,620

7,994,964
4,435,620



23.


Loans


Analysis of the maturity of loans is given below:


2025
2024
£
£

Amounts falling due within one year

Bank loans
108,409
50,000

Amounts falling due 1-2 years

Bank loans
25,000
75,000



133,409
125,000



24.


Deferred taxation

Page 24

 
Scorpion Automotive Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2025
 
24.Deferred taxation (continued)




2025


£






Charged to profit or loss
(229,726)



At end of year
(229,726)

The deferred taxation balance is made up as follows:

2025
2024
£
£


Accelerated capital allowances
(229,726)
-


25.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



250 (2024 - 250) Ordinary shares of £1.00 each
250
250
316,000 (2024 - 316,000) Preference shares of £1.00 each
316,000
316,000

316,250

316,250



26.


Reserves

Profit and loss account

The profit and loss account includes all current and prior period retained profit and losses.


27.


Pension commitments

The Company operates a defined contribution pension scheme. The assets of the scheme are held seperately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £126,173 (2024: £154,814). Contributions totalling £21,118 (2024: £19,191) were payable to the fund at balance sheet date.

Page 25

 
Scorpion Automotive Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2025

28.


Commitments under operating leases

At 31 August 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£


Not later than 1 year
149,812
149,812

Later than 1 year and not later than 5 years
65,106
214,918

214,918
364,730


29.


Post balance sheet events

After the reporting date, the Company, completed the acquisitions of the entire issued share capital of Trackershop Limited in December 2025 and Intellitec Limited in May 2026.
The consideration payable for the acquisitions, and the external debt raised to fund them, have not been disclosed on the basis that the directors consider the terms to be commercially sensitive. 
The transactions have been treated as non-adjusting events after the reporting period and, accordingly, no adjustment has been made to the amounts recognised in these financial statements.


30.


Controlling party

The parent undertaking is Scorpion Group Holdings Limited, a company registered in England. The consolidated financial statements of this group are available to the public and may be obtained from the Registrar of
Companies, Companies House, Crown Way, Maindy, Cardiff, CF4 3UZ.
The ultimate controlling party is Mr C Downing.

Page 26