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Registered number: 01486255












HTEC LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

 

HTEC LIMITED

CONTENTS



Page
Company information
 
1
Strategic report
 
2 - 4
Directors' report
 
5
Directors' responsibilities statement
 
6
Independent auditor's report
 
7 - 10
Profit and loss account
 
11
Balance sheet
 
12 - 13
Statement of changes in equity
 
14
Notes to the financial statements
 
15 - 31


 

HTEC LIMITED
 
COMPANY INFORMATION


Directors
J A Frangis 
L Geiss 




Company secretary
Taylor Wessing Secretaries Limited



Registered number
01486255



Registered office
5 New Street Square

London

EC4A 3TW




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

HTEC LIMITED
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The Directors present their Strategic Report for the year ended 31 December 2025 for HTEC Limited, a subsidiary of Inform Information Systems Limited.

Principal activity
 
The Company specialises in comprehensive, real-time, mission-critical solutions including Retail Management Solutions (“RMS”), card payment terminals and services, customer engagement, forecourt site controllers, outdoor payment terminals, automatic number plate recognition and handheld devices.

The Company targets businesses in retail, mainly convenience stores, wholesalers and fuel forecourts. The Company designs, develops and supports RMS, payment and loyalty systems for the UK petrol forecourt and convenience markets. These can be provided as a comprehensive, fully managed offering or as discrete products, according to customer needs.

The Company’s activities generate revenue streams from software and related services including payment processing, hosting, software development and consultancy services and sale of hardware and related services.

Business and product development

Retail management solutions
The Company plans to continue to work in partnership with its PDI sister companies to broaden the Company’s customer base in the UK and upsell the Group’s enterprise management system to a wide variety of customers in the UK. In addition, the Company will continue the development of retail management systems as complementary products to the SME market.

Payments
The Company provides payment processing services via its Gemini Payment Services (“GPS”) platform and GemPay payment solutions, delivered as a highly resilient, scalable platform, backed by the Company’s 24/7 service capability. Our offering has been enhanced for the forecourt market to create our own unique intellectual property.

The Company also offers integrated payment solutions for pay-at-pump, in store payment terminals and direct point of sale integration as well as forecourt specific capabilities for unattended sites and next-gen mobile payment. The Company offers these payment services while maintaining the highest level of payment accreditations, being PCI-DSS Level 1, and has been certified since 2008.

Customer management
The Company provides and hosts the points engine and associated services that underpin one of the world’s largest oil company’s consumer loyalty schemes.

Business review
 
HTEC continues to be a valued solutions partner to retailers in our chosen verticals, supplying customers with our market-leading, innovative systems for RMS, payment and loyalty operations. These systems are real time, mission-critical and data rich, and our customers rely on us to keep them trading. Accordingly, professional and timely support from our data centre teams, field engineering force and help desk professionals continue to remain a core part of what we do.

The Company was acquired by PDI Technologies, Inc. ("PDI") in January 2022. Since the acquisition of the Company, PDI has been focused on simplifying the product portfolio, optimizing the investment into profitable go forward products, improving processes and controls around field customer management, consolidating the product portfolio and most importantly continuing to integrate resources into PDI’s other synergistic business.

In 2025 the Company relocated its warehouse, operation and office facilities to a newer more suitable location for its current business operations. 

Page 2

 

HTEC LIMITED

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Key performance indicators
 
The management team is responsible for the operations of the business and uses a number of financial and non-financial KPIs in order to manage and develop the business to achieve the Company's strategic objectives. The directors monitor customer pipelines, revenue, expenses, cash balance outstanding.

The Company's key KPI is adjusted EBITDA margin. Adjusted EBITDA margin is earnings before interest, taxes, depreciation, amortisation, impairment and administration expenses resulting from acquisition costs and share-based payments as a percentage of revenue. Each business area is monitored each month and business performance is reviewed at executive team meetings and board meetings.

2025 performance

Adjusted EBITDA margin was negative 3% for 2025 (2024: negative 7%). The increase in adjusted EBITDA margin is mainly driven by a reduction in operating costs that have resulted from the reduction of costs relating to the office and warehouse lease following relocation and reduction in hardware related cost of sales. 

Company revenues decreased by 8% to £9.6 million (2024: £10.4 million). This was driven by a drop in hardware revenue which has also resulted in a corresponding decrease in related cost of sales. 

Operating expenses, excluding one off impairment expenses in the previous year of £3.1 million decreased by 5% to £10.9 million (2024: £11.5 million). The reduction is mainly driven by  reduction of costs resulting from relocation of office and warehouse lease and reduction in hardware related cost of sales. 

Principal risks and uncertainties
 
The Directors are responsible for the Company’s risk management and for ensuring that robust processes are in place to identify, manage and report risks inherent within the environment in which the entity operates. The directors consider that the principal risks and uncertainties can be grouped into the following:

Competition risk

The market demands continual improvements in functionality, and competition from other suppliers exists.

To offset these risks, the Company continues to invest significantly in improving the quality and functionality of its products. The objective is to increase the value of the Company’s offering to customers and to ensure that we continue to provide market-leading products and services.

Market changes

Significant ownership changes could occur within the Company’s target markets of petrol forecourt and convenience stores. Major oil companies have withdrawn from retailing operations and both market sectors are seeing a degree of consolidation activity. This provides both an opportunity and a threat.

Employee attrition risk

The Company sells highly specialised software solutions, and therefore requires continued access to talented employees. The Company manages this risk by creating a safe and compelling work environment, supported by employee incentive programmes.

Credit Risk 

The Company’s credit risk is primarily attributable to its trade debtors. The Company manages its credit risk by monitoring the amount and duration of exposure to any one customer depending upon their credit rating and by establishing annual and quarterly payments in advance of delivering subscription services, and on an ‘as delivered’ basis for consulting and certain other managed services, to avoid entering into material receivable positions with customers.

 
Page 3

 

HTEC LIMITED

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

The Company carefully monitors the creditworthiness of its customers on an ongoing basis to reduce the exposure in relation to credit.

Foreign exchange rate risk 

The Company transacts business in other currencies. The Company’s exposure is limited due to its short working capital cycle in Euros. 

Liquidity risk 

The Company’s policy has been to ensure continuity of funding through arranging funding for operations via intercompany advances. 

Future developments and post balance sheet events
 
The Company has continued to have a stable revenue stream in 2026 and continues to rationalise its product portfolio in alignment with PDI’s broader growth strategy. The Company continues to invest in its next generation outdoor payment terminals, new GemPay terminals and enhancements to the payment switch and monitor business growth and cost saving opportunities in the future.


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



J A Frangis
Director

Date: 20 August 2026

Page 4

 

HTEC LIMITED

DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

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

Results and dividends

The loss for the year, after taxation, amounted to £1,447,158 (2024 - loss £4,191,012).

The directors do not recommend a dividend.

Directors

The directors who served during the year were:

J A Frangis
L Geiss

Matters covered in the Strategic Report

As permitted by S414c (11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the Directors' Report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the Strategic Report.

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

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





J A Frangis
Director

Date: 20 August 2026

Page 5

 

HTEC LIMITED
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

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 they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

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


∙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 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 6

 

HTEC LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HTEC LIMITED
 FOR THE YEAR ENDED 31 DECEMBER 2025

Opinion


We have audited the financial statements of HTEC Limited (the 'Company') for the year ended 31 December 2025, which comprise the profit and loss account, the balance sheet, the statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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 December 2025 and of its loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's 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 auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 7

 

HTEC LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HTEC LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

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 6, 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 8

 

HTEC LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HTEC LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Auditor's responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including employment legislation, the Companies Act 2006 and taxation legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested a sample of journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

∙agreeing financial statement disclosures to underlying supporting documentation; and
∙enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.


Page 9

 

HTEC LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HTEC LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or 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 auditor's report.


Use of our report
 

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





Jacqueline Oakes (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

21 August 2026
Page 10

 

HTEC LIMITED
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Turnover
 4 
9,578,925
10,359,993

Cost of sales
  
(2,131,905)
(2,324,659)

Gross profit
  
7,447,020
8,035,334

Administrative expenses
  
(8,806,362)
(12,339,926)

Operating loss
 5 
(1,359,342)
(4,304,592)

Interest receivable and similar income
 8 
-
114

Loss before taxation
  
(1,359,342)
(4,304,478)

Tax on loss
 9 
(87,816)
113,466

Loss for the financial year
  
(1,447,158)
(4,191,012)

There are no items of other comprehensive income for either the year or the prior year other than the loss for the year. Accordingly, no statement of other comprehensive income has been presented.

Page 11


 
REGISTERED NUMBER:01486255
HTEC LIMITED

BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 10 
176,238
454,315

Tangible assets
 11 
639,379
88,346

Investments
 12 
-
48,467

  
815,617
591,128

Current assets
  

Stocks
 13 
939,662
1,157,422

Debtors: amounts falling due after more than one year
 14 
853,313
626,948

Debtors due within 1 year
  
10,193,336
11,573,694

Cash at bank and in hand
  
739,671
793,537

  
12,725,982
14,151,601

Creditors: amounts falling due within one year
 15 
(4,951,518)
(3,549,657)

Net current assets
  
 
 
7,774,464
 
 
10,601,944

Total assets less current liabilities
  
8,590,081
11,193,072

Provisions for liabilities
  

Other provisions
 17 
(94,167)
(1,250,000)

  
 
 
(94,167)
 
 
(1,250,000)

Net assets
  
8,495,914
9,943,072


Capital and reserves
  

Called up share capital 
 18 
1,840
1,840

Share premium account
 19 
758,194
758,194

Capital redemption reserve
 19 
786,037
786,037

Profit and loss account
 19 
6,949,843
8,397,001

Total equity
  
8,495,914
9,943,072


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




J A Frangis
Director

Date: 20 August 2026

Page 12


 
REGISTERED NUMBER:01486255
HTEC LIMITED
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025

The notes on pages 15 to 31 form part of these financial statements.

Page 13

 

HTEC LIMITED

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


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

£
£
£
£
£


At 1 January 2024
1,840
758,194
786,037
12,588,013
14,134,084


Comprehensive income for the year

Loss for the year
-
-
-
(4,191,012)
(4,191,012)
Total comprehensive income for the year
-
-
-
(4,191,012)
(4,191,012)



At 1 January 2025
1,840
758,194
786,037
8,397,001
9,943,072


Comprehensive income for the year

Loss for the year
-
-
-
(1,447,158)
(1,447,158)
Total comprehensive income for the year
-
-
-
(1,447,158)
(1,447,158)


At 31 December 2025
1,840
758,194
786,037
6,949,843
8,495,914


The notes on pages 15 to 31 form part of these financial statements.

Page 14

 

HTEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

HTEC Limited specialises in comprehensive, real-time, mission-critical solutions including RMS, card payment terminals and services, customer engagement, forecourt site controllers, outdoor payment terminals, automatic number plate recognition and handheld devices. 

The Company is a private company limited by shares and incorporated in England and Wales. The
address of its registered office is 5 New Street Square, London, United Kingdom, EC4A 3TW. 

The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. 

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 judgement in applying the Company's accounting policies (see note 3).

The Company was, at the end of the year, a wholly-owned subsidiary of Inform Information Systems Limited, whose registered address is 5 New Street Square, London, EC4A 3TW. Inform Information Systems Limited prepares consolidated financial statements, in which the company is included. In accordance with the exemption given in Section 400 of the Companies Act 2006, the Company is not required to produce, and has not published, consolidated financial statements.

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102:

∙Section 3 Financial Statement Presentation paragraph 3.17(d) (inclusion of statement of cash flows);
∙Section 7 Statement of Cash Flows (inclusion of statement of cash flows);
∙Section 11 Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv),11.48(b) and 11.48(c) (disclosures relating to financial instruments);
∙Section 26 Share based payments (disclosure of share based payments); and
∙Section 33 Related Party Disclosures paragraph 33.7 (disclosures of key management personnel compensation).

The following principal accounting policies have been applied:

 
2.2

Going concern

After making enquiries, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. This assessment is based on the financial support of the ultimate parent Company, which has been confirmed in writing. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Page 15

 

HTEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is Sterling (£).

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. 

Foreign exchange gains and losses are presented in profit or loss within administrative expenses. 

 
2.4

Revenue

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

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.



Page 16

 

HTEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.4
Revenue (continued)

A summary of the Company's revenue streams and associated recognition criteria is set out below:

Software licences - Software licence fees are recognised at a point in time upon completion of the related hardware installation on the basis that the licences are on-premise perpetual licences and so represent a right to use the software as it exists at the point of installation. 

Hardware - Hardware sales are recognised when goods are delivered, title has passed and there is customer acceptance. 

Service contracts for products located at customer sites - Service contract revenues are recognised evenly over the contractual period as the customer simultaneously receives and consumes the benefit from the Company's service delivery and that the Company has an enforceable right to payment.

Installation fees - Installation fees relating to software purchases and hardware are recognised over time and to the extent of the completion of installation.

Data services - Service contract revenues  are recognised over the contractual period and as the transactions are processed.

Software consulting fees - Software consulting revenues are recognised over time on the percentage of completion method based on hours worked as the customer simultaneously receives and consumes the benefit from the Company's service delivery and that the Company has an enforecable right to payment. 

Licence maintenance fees - Licence maintenance fees are charged on an annual basis and recognised evenly over the year of cover in accordance with the satisfaction of the performance obligation to provide support. 

 
2.5

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.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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
-
Length of lease
Plant and machinery
-
2 to 5 years
Fixtures and fittings
-
5 years
Computer equipment
-
3 to 5 years

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.
Page 17

 

HTEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.5
Tangible fixed assets (continued)


Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.6

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

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 life of five 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.

Research and development costs are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.

For research and development costs measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Page 18

 

HTEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
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

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.

 
2.10

Current and deferred taxation

The tax expense for the  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, 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.


Page 19

 

HTEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.12

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.

 
2.13

Cash and cash equivalents

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

 
2.14

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

  
2.15

Provisions

Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit or loss in the year that the company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the balance sheet.

Page 20

 

HTEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
2.16

Financial instruments

The Company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the Company becomes 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. 

The Company’s policies for its major classes of financial assets and financial liabilities are set out below. 

Financial assets

Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

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

Impairment of financial assets

Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the Company would receive for the asset if it were to be sold at the reporting date. 

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

 
Page 21

 

HTEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets and financial liabilities

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Offsetting of financial assets and financial liabilities

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the process of applying the Company's accounting policies, which are described above, management have made the following judgements and estimations about the future that have the most significant effect on the amounts recognised in the financial statements. 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 reivision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. 

Recoverability of development costs
The key judgements required by management are around the potential impairment of the intangible assets once capitalised. These judgements surround the estimation of future cash flows to support the carrying values of assets. The carrying value of capitalised development costs at the year end was £176,238 (2024: £454,315).

Recoverability of intercompany debtors
Management review intercompany debtor balances on a periodic basis. In assessing whether there is a need for a provision, management is required to determine their best estimate of future expected cash flows. When assessing impairment of intercompany debtors, management considered factors including the current results of the counterparties for the year and the net asset positions, and any other qualitative factors. The impairment provision at the end of the year was £nil (2024: £413,400).

Page 22

 

HTEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

4.


Turnover

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

2025
2024
£
£



Subscription
2,329,827
1,547,798

Hosting and maintenance
4,225,447
4,908,569

Consulting
227,883
376,169

Hardware
1,228,862
1,816,585

Transactional
1,379,358
1,479,749

Other
187,548
231,123

9,578,925
10,359,993

Analysis of turnover by country of destination:

2025
2024
£
£


United Kingdom

7,993,403

8,957,981

Rest of Europe

1,585,522

1,402,012

9,578,925

10,359,993


Timing of revenue recognition:

2025
2024
£
£


Services transferred over time

6,811,142

6,991,444

Services transferred at a point in time

1,917,895

2,103,296

Sale of goods

849,888

1,265,253

9,578,925

10,359,993


Page 23

 

HTEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Operating loss

The operating loss is stated after charging:

2025
2024
£
£

Exchange differences
21,004
58,048

Impairment of intercompany balances
656,543
3,151,264

Depreciation
72,698
121,678

Amortisation
278,077
346,743

Impairment of trade debtors
(30,329)
16,978

Impairment of inventory (included in cost of sales)
(6,381)
(302,530)

Impairment of investment
48,467
-


6.


Auditor's remuneration

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


2025
2024
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
38,115
35,955


7.


Employees

Staff costs were as follows:


2025
2024
£
£

Wages and salaries
4,212,934
4,191,654

Social security costs
512,655
418,065

Compensation for loss of office as employee
117,116
34,688

Cost of defined contribution scheme
130,950
130,943

4,973,655
4,775,350


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


        2025
        2024
            No.
            No.







Sales and marketing
6
4



Operations and administration
101
128

107
132

Page 24

 

HTEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Interest receivable

2025
2024
£
£


Other interest receivable
-
114

-
114


9.


Taxation


2025
2024
£
£



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
87,816
(113,466)

Total deferred tax
87,816
(113,466)


87,816
(113,466)

Factors affecting tax charge for the year

The tax assessed for the year is the same as (2024 - the same as) the standard rate of corporation tax in the UK of 25% (2024 - 25%) as set out below:

2025
2024
£
£


Loss on ordinary activities before tax
(1,359,342)
(4,304,478)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(339,836)
(1,076,120)

Effects of:


Fixed asset differences
3,070
-

Expenses not deductible for tax purposes
12,841
788,237

Movement in deferred tax not recognised
379,782
222

Adjustments to tax charge in respect of prior periods
35,845
-

Other differences leading to an increase (decrease) in the tax charge
(3,886)
-

Group relief
-
174,195

Total tax charge for the year
87,816
(113,466)

Page 25

 

HTEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

10.


Intangible assets




Development expenditure

£



Cost


At 1 January 2025
6,075,000



At 31 December 2025

6,075,000



Amortisation


At 1 January 2025
5,620,685


Charge for the year on owned assets
278,077



At 31 December 2025

5,898,762



Net book value



At 31 December 2025
176,238



At 31 December 2024
454,315



Page 26

 

HTEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Tangible fixed assets


Leasehold improvements
Computer equipment
Total

£
£
£



Cost


At 1 January 2025
2,044,681
4,652,092
6,696,773


Additions
620,033
19,240
639,273


Disposals
(2,015,617)
(206,750)
(2,222,367)



At 31 December 2025

649,097
4,464,582
5,113,679



Depreciation


At 1 January 2025
2,023,023
4,585,404
6,608,427


Charge for the year on owned assets
39,694
33,004
72,698


Disposals
(2,005,372)
(201,453)
(2,206,825)



At 31 December 2025

57,345
4,416,955
4,474,300



Net book value



At 31 December 2025
591,752
47,627
639,379



At 31 December 2024
21,658
66,688
88,346

Page 27

 

HTEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.


Fixed asset investments





Investments in subsidiary companies

£





At 1 January 2025
48,467


Disposals
(48,467)



At 31 December 2025
-






Net book value



At 31 December 2025
-



At 31 December 2024
48,467

During the year the Company held an investment in Spedinorcon Limited, which was dissolved on 20 May 2025. As a result of the dissolution, the investment was deemed to have no recoverable value and was therefore written off in full. No proceeds were received on dissolution.


13.


Stocks

2025
2024
£
£

Work in progress
-
8,117

Component parts
939,662
1,149,305

939,662
1,157,422


Stock is stated net of impairment provision of £227,004 (2024: £233,385).

Page 28

 

HTEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Debtors

2025
2024
£
£

Due after more than one year

Prepayments and accrued income
853,313
626,948

853,313
626,948


2025
2024
£
£

Due within one year

Trade debtors
2,671,605
3,087,673

Amounts owed by group undertakings
6,859,885
7,616,679

Other debtors
73,403
40

Prepayments and accrued income
557,516
750,559

Deferred taxation
30,927
118,743

10,193,336
11,573,694


Amounts owed by group undertakings are interest free, have no fixed repayment date and are repayable on demand.

Trade debtors are presented net of £3,783 (2024: £33,460) provision for impairment.

Amounts owed by group undertakings are presented without a provision for impairment (2024: £413,400).


15.


Creditors: Amounts falling due within one year

2025
2024
£
£

Trade creditors
184,863
437,990

Amounts owed to group undertakings
1,707,891
167,988

Corporation tax
1,948
1,948

Other taxation and social security
346,090
273,888

Other creditors
26,164
25,906

Accruals
247,257
158,617

Deferred income
2,437,305
2,483,320

4,951,518
3,549,657


Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand.

Page 29

 

HTEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

16.


Deferred taxation




2025


£






At beginning of year
118,743


Charged to profit or loss
(87,816)



At end of year
30,927

The deferred tax asset is made up as follows:

2025
2024
£
£


Fixed asset timing differences
28,159
76,421

Short term timing differences
2,768
6,477

Losses and other deductions
-
35,845

30,927
118,743


17.


Provisions




Dilapidations provision

£





At 1 January 2025
1,250,000


Charged to profit or loss
94,167


Utilised in year
(1,250,000)



At 31 December 2025
94,167


18.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



183,954 (2024 - 183,954) Authorised ordinary shares  of £0.01 each
1,840
1,840

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.


Page 30

 

HTEC LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

19.


Reserves

Share premium account

The share premium account represents the difference between the par value of the shares issued and the issue price.

Capital redemption reserve

The capital redemption reserve is a non-distributable reserve arising from the redemption of purchase of the Company's own shares.

Profit and loss account

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


20.


Commitments under operating leases

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

2025
2024
£
£



Land and Buildings - Not later than 1 year
118,205
220,000

Land and Buildings - Later than 1 year and not later than 5 years
472,821
-

Land and Buildings - More than 5 years
1,090,403
-

Motor Vehicles - Not later than 1 year
187,573
197,445

Motor Vehicles - Later than 1 year and not later than 5 years
11,189
207,317

1,880,191
624,762


21.


Related party transactions

The Company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.

22.


Ultimate parent undertaking and controlling party

The immediate parent undertaking is Universe Group Limited. 

The parent undertaking of the smallest group of undertakings for which group financial statements are drawn up and of which the Company is a member is Inform Information Systems Limited, whose registered office is 5 New Street Square, London, EC4A 3TW. Copies of these group financial statements are available to the public from Companies House.

The ultimate parent company is PDS Parent Inc, a company incorporated in the United States. 

In the opinion of the directors the ultimate controlling party is PDS Parent Inc.

 
Page 31