The directors present the strategic report for the year ended 31 December 2024.

Throughout 2024 Intec Microsystems has made significant progress in building the essentials of a value-added distributor. We specialise in networking and intelligent connectivity technologies for the mid-market. We have focused on existing core and new direct vendors, deepening the integration and professional services we offer to our customers. This increased focus has enabled us to consolidate our portfolio, concentrating on vendors that have developed clear, long-term growth plans. We believe these vendors have market capture and strong growth potential to disrupt the marketplace. We have a clear vendor strategy in place that will deliver compelling solutions to the market and for our rich customer base.

In April 2024, Gerry O’Keeffe joined Intec as non-executive Chairman. Gerry has over 30 years of experience building service-led distribution businesses in the technology sector. Following this appointment, a concerted effort has been made to reshape the company's leadership, led by John Hayes-Warren, who joined as Intec CEO in October 2024 with the primary objective of delivering a clear, customer-focused strategy for growth. This has also evolved to enhance our technology expertise, supporting our customers' ability to add value to their clients.

John’s 32 years in the tech sector in leadership and executive roles meant he was immediately able to implement new practices and ways of working that have delivered key benefits to our business. These include:

1. Tightened our stock offering to core vendors where market demand is predictable, with the result that working capital at the start of 2025 has improved by 30%

2. Partitioned trading accounts into two areas, Key Accounts and Business Development, to improve customer focus and intensity

3. Improved core supplier relationships at a strategic level to improve engagement and terms, building on the foundation already achieved

4. Restructured leadership and executive team to drive performance

5. Exited markets that did not provide value to the core offering of the business, a value-add, intelligent networking and connectivity solutions specialist

This started to provide value at the start of 2025 through the crystallisation of non-core stock. Alongside this new implemented strategy, a restructuring of the business was devised, resulting in £1.6m of efficiencies. The design was not intended to impact the business's sales engine, but rather to build on the operational work achieved in 2024.

This was executed in 2025, along with a new invoice discounting partner, IGF, which committed to a 36-month deal at the end of May 2025. This has enabled the business to realign its cost base, secure funding for 3 years, and move forward with a clear focus and strategy for the business. This will enable the business to return to profitability in Q3 FY25, with a clear growth curve continuing into FY26 and beyond, supported by our parent company, Chiltern and our IGF facility. We believe our business is well-positioned to thrive in the coming years and that our focused approach will enable us to capture market share from larger competitors, thereby underpinning the business as a going concern.

Future Developments

Intec is focused on executing the plan put into place in Q4 FY24. This will be achieved through organic growth, as well as focusing on white space to offer our other core vendors to our over 1,000 trading customer base. Bringing on vendor specialists, implementation and support services, and pre-sales teams will help us speak technically to end-users and partner with the reseller to find the best, straightforward approach to complex requirements.

The new business team, along with the marketing team, will focus on acquiring new logos and reengaging with customers who have inconsistent trading patterns. This will be supported by expanding the company's market presence and enhancing customer awareness of Intec’s offerings.

The other area of growth will come from adding new complementary vendors to the offering, aligning with market trends. This will increase focus and product range to support growth, without competing against the current established vendors.

Customers and vendors are the forefront of everything Intec does, and being a value-added reseller, we will continue to partner with all resellers.

The Company's board reviews the risks facing the Company weekly and works to mitigate them. Processes are designed to identify, mitigate, and manage risk, and the Executive Board bears ultimate responsibility for risk management. The principal risks facing the business and the key controls in place to mitigate are as follows:

• Business performance risk: Business performance risk refers to the likelihood that a company may not perform as expected, either due to internal factors or competitive pressures in its market. This risk is managed through several measures, including ensuring the appropriate management team is in place, budget and business planning, monthly reporting and variance analysis, financial controls, key performance indicators, regular forecasting and sensitivity analysis, product and stock management, and maintaining a stock provision that is not in deficit. OKRs have been introduced to hold all employees accountable for performance and the continued success of the business via quarterly, SMART and achievable goals.

• Retention of key functional and technical skills: The Company is committed to an investment programme in both onboarding and subsequent training and evaluation of all its employees, recognising the importance of this critical stakeholder relationship. The long-term growth of the business depends on the company's ability to retain and attract high-quality personnel. This risk is managed through development and training plans, such as management training, which are regularly reviewed and updated to ensure ongoing effectiveness. Specific policies in areas such as training, management development, and performance management support these initiatives.

• Business continuity risk: Business continuity risk planning is regarded as of significant importance by managers and directors. A business continuity plan has been developed (and is subject to periodic review) to ensure that supply can be maintained in the event of a significant negative impact on the business.

• Health and safety risk: The company is committed to ensuring a safe working environment. The risks arising from inadequate management of health and safety matters include exposing employees and third parties to the risk of injury, potential liability, and/or loss of reputation. The company manages these risks through the strong promotion of a health and safety culture and well-defined health and safety policies. Quality processes are handled via our ISO 9001 accreditation and framework

• Financial and business control: Strong financial and business controls are essential to ensure the integrity and reliability of financial and other information on which the company relies for day-to-day operations, external reporting, and long-term planning. The company exercises financial and business control through a combination of qualified and experienced financial teams, performance analysis, budgeting and cash flow forecasting, and clearly defined approval limits. The external auditors provide advice on specific accounting and tax issues as they arise.

• Data Protection and Cyber Security: The current IT strategy for Intec involves continuing to focus on cybersecurity by ensuring we have the best tools in place to protect against modern-day threats. Our implementation of employee security awareness training and advanced email impersonation protection during the first half of 2024 has improved our posture. Further improvements have been made to general network management and performance through the replacement of all network switches that are over 5 years old. Additionally, new wireless access points have been installed throughout the site to enhance employee and guest performance on the WiFi.

• Regulatory Compliance: The Company is subject to a range of industry-specific regulations, which could expose the company to risks associated with failure to comply with relevant codes of practice, laws, or regulations. Failure to comply could result in fines, the cessation of certain business activities, and/or a public reprimand. This risk is mitigated through close monitoring of regulatory compliance and ongoing training.

The director has determined that the following financial key performance indicators (KPIs) based on continuing activities are the most effective measure of progress towards achieving the company's objectives:

During the year certain costs were incurred post-acquisition that, whilst directly connected with the company's operations were not recurring in nature. It was therefore deemed necessary to analyse these costs separately on the face of the Statement of Comprehensive Income for the understanding of the financial statements. A breakdown of the costs can be found in Note 4.

In addition to the above results, the company is managed using extensive KPIs at both a business and operational level, with regular reviews held weekly and monthly executive board reviews. The following is a list of the key KPIs in operation:

• EBITDA: measured as an operating profit before interest, depreciation, and amortisation.

• Sales and Gross Margin per day: This shows a trend of what months are busier and what Gross Margin per day is needed to break even.

• Working Capital Days: Keeping Trade Debtors, Creditors and Stock consistent is key to control to ensure AR is collecting debtors, AP is paying suppliers on time & stock is turning efficiently to maintain cash levels.

• The board of Intec Microsystems Limited consider that they have acted in good faith and in a manner likely to promote the success of the company for the benefit of all its members (having regard to the stakeholders and matters set out in s172(1)(a)-(f) of the Companies Act 2006) in the decisions taken during the year ended 31 December 2024. Our primary considerations and decisions are designed to have a long-term, beneficial impact on the company, focusing on delivering high-quality service across all components of the business.

• Fundamental to the ultimate success and delivery of this service are our team members. The health, safety, and well-being of our team members is one of our primary considerations in the way we conduct business. We aim to be a responsible employer in our approach to the pay and benefits our team members receive. We believe that part of the key to our success lies in the way we engage with our suppliers and customers. We meet regularly and engage in dialogue with our commercial partners throughout the year. We constantly review certain key areas to prevent involvement in modern slavery, corruption, bribery, and breaches of competition law.

• On a wider scale, we consider the impact of the company's operations on the community and environment as our social responsibilities - in particular, how we comply with environmental legislation. At every opportunity, we pursue waste savings and react promptly to local community concerns.

• The board is felt to behave responsibly and ensure that management operates in an equally responsible manner. The company operates to high standards of ethics, business conduct, and sound governance, as expected for a business of this nature. In doing so, we will contribute to the delivery of our plans to meet and exceed our expectations, while nurturing our excellent reputation.

• The board intends to behave responsibly towards our shareholders, treating them both fairly and equally, so that they may benefit from the success of the business.

Business Ethos

• An ongoing priority for the business will be to consolidate its position by providing a seamless total customer experience from the initial sales process through to customer service, support, and satisfaction. We will continue to offer comprehensive training and coaching programs to support further our goal of providing an exceptional customer experience for all our customers.

Engagement with suppliers, customers

• We will continue to maintain and strengthen our relationships with manufacturers, customers, and suppliers throughout this challenging and uncertain period. We will adapt to change where necessary and work towards a “new normal” in the month ahead.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The company's principal activity during the year continued to be that of wholesale computer hardware supply.

The results for the year are set out on page 14.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

As permitted by the Articles of Association, the directors have the benefit of a Directors and Officers liability insurance, which is a qualifying third-party indemnity provision as defined by Section 34 of the Companies Act 2006. The insurance does not provide cover where the person has acted fraudulently or dishonestly.

The company’s liquidity requirement for a day-to day operating cash flow continues to be supported by Secure Trust Bank Asset Based £19m Lending Facility executed in July 2023 and provide full facility cover through to December 2025. The facility is based on receivables and inventory which provides significant headroom during the working capital cycle supporting on time payments to our suppliers

The company has a normal level of exposure to price, credit, liquidity and cash flow risks arising from its trading activities which are conducted primarily in sterling, US Dollars and Euros. The company is exposed to changes in the price of commodities used for manufacture and also changes in the exchange rates it trades in. The company does not enter into any complex financial instruments or forwards as hedging transactions to mitigate these risks

Credit risk arises principally on direct sales to customers. Company policy is aimed at minimising such risk and requires that deferred terms are granted only to customers who demonstrate an appropriate payment history and satisfy creditworthiness procedures. Credit Insurance is also used to protect the business. Individual exposures are monitored with customers subject to credit limits to ensure that the company’s exposure to bad debts is not significant. In addition, the CFO conducts a weekly review of all overdue debt. Accounts overdue are put on credit hold and timely legal action is taken to ensure full debt collection.

Engagement with our stakeholders

The Board seeks to understand the respective interests of key stakeholder groups so that these may be properly considered in the Board’s decisions. As part of its ongoing engagement with its key stakeholder the directors have undertaken the following activities

Shareholders

Our ultimate shareholder is Chiltern Capital Nominees Limited which is a proactive and supportive investor in small and medium sized businesses. Intec's Board meet and present monthly the Health and Safety, financial and commercial performances and discuss the strategic roadmap alongside acquisitive opportunities. In addition, the Shareholder has a permanent representative on the Executive Board which provides excellent support on both key projects and strategic value creation initiatives.

Employees

Fundamental to the ultimate success and delivery of our service is our team members. The health, safety and mental wellbeing of our workforce is our primary consideration in the way we conduct our business. We aim to be a responsible employer in our approach to the pay and benefits our employees receive.

Vendors

The Company continues to focus heavily on its supply chain and procurement function carrying out quarterly reviews with our key partners to drive continuous improvement and in return we strive to abide by the payment terms agreed with suppliers in full support of the code of Payment Practices Reporting. We constantly review certain key areas of the supply chain to prevent involvement in modern slavery, corruption, infringement, bribery and breaches of competition law.

Customers

Key to our success is how we engage with our customers, and we meet and have regular dialogue with our commercial partners through the year to gain a full understanding of the market and their needs. An ongoing priority of the business to consolidate our position in the market is to provide a total customer experience from the initial sales process through to customer service, support and satisfaction. We continue, with the support of our vendor partners, to invest in comprehensive training and coaching programs to provide a first-class experience for all our customers.

Environment, Sustainability and Communities

On a wider scale we take into account the impact of the company operations on the community and environment as our social responsibilities, in particular how we comply with environmental legislation. At every opportunity we pursue waste savings and react promptly to our local community concerns. We will continue to recognise our Duty of Care towards the environment and place extreme importance on complying with both legal and moral obligations towards the environment and our local community.

The audit business of UHY Hacker Young Manchester LLP was acquired by Cooper Parry Group Limited on 30th September 2024.  UHY Hacker Young Manchester LLP has resigned as auditor and Cooper Parry Group Limited has been appointed in its place.

The auditor, Cooper Parry Group Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

This section includes our mandatory reporting of energy and greenhouse gas emissions for the period 1 January 2024 to 31 December 2024, pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, implementing the government’s Streamlined Energy and Carbon Reporting (SECR) policy.

The table below includes total energy consumption (reported as kWh) and greenhouse gas emissions for the sources required by the regulations, along with our intensity ratio.

Our methodology to calculate our greenhouse gas emissions is based on the 'Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance (March 2019)’ issued by DEFRA, using DEFRA's 2021 and 2022 conversion factors as appropriate. In some cases, consumption has been extrapolated from available data or direct comparison made to a comparable period.

We report using a financial control approach to define our organisational boundary. We have reported all material emission sources required by the regulations for which we deem ourselves to be responsible and have maintained records of all source data and calculations.

The intensity ratio chosen was tCO2e per £million turnover. This was chosen as it was deemed to be the best metric which could be constantly used over time and would best reflect changes in our energy consumption, but also reflect changes in our operations.

During the reporting period, no new energy efficiency actions have been taken however, our energy management programme is ongoing, including monitoring and targeted reporting of energy consumption on a daily basis at all sites. The energy management programme we run enables us to identify and address any consumption issues as and when they arrive, allowing us to eliminate unnecessary energy waste.

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

There has been challenges in the last 2 years of trade resulting in losses in both FY23 and FY24. This has resulted in the business needing to address the cost structure and define a clear strategy to provide a modest uplift in sales to return to profitability.

In May 2025 a new funding partner was onboarded with a 36-month deal of the back of the restructure and forecast for the financials and cash flow of the business. The restructure of the business has been finalised in June to remove £1.6m of cost. This coupled with the increase in sales seen in Q3 has helped the business to return to profitability.

As this is still in the early days of recovery the risk remains. However, the headroom is being maintained and the signs are encouraging. There are other options the business has considered if the growth is not maintained to ensure the business remains profitable.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

We have audited the financial statements of Intec Microsystems Ltd (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 2024 and of its loss for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the 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.

Opinions on other matters prescribed by the Companies Act 2006

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

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.

As explained more fully in the directors' responsibilities statement, 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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud

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.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non- compliance with laws and regulations, we considered the following:

- the nature of the industry and sector, control environment and business performance including the design of the company’s remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;

- results of our enquiries of management about their own identification and assessment of the risks of irregularities;

- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and

- the matters discussed among the audit engagement team regarding how and where fraud might occur in the Financial Statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the Financial Statements. The key laws and regulations we considered in this context included the UK Companies Act, pensions legislation and tax legislation in all relevant jurisdictions where the company operates.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the Financial Statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.

In addition to the above, our procedures to respond to risks identified included the following:

• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the Financial Statements;

• enquiring of management concerning actual and potential litigation and claims;

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

• reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and

• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; 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.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non- detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

Intec Microsystems Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, 86-90 Paul Street, London, EC2A 4NE.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Eris Topco Limited. These consolidated financial statements are available from its registered office, 3rd Floor, 86-90 Paul Street, London, EC2A 4NE.

There has been challenges in the last 2 years of trade resulting in losses in both FY23 and FY24. This has resulted in the business needing to address the cost structure and define a clear strategy to provide a modest uplift in sales to return to profitability.true

In May 2025 a new funding partner was onboarded with a 36-month deal of the back of the restructure and forecast for the financials and cash flow of the business. The restructure of the business has been finalised in June to remove £1.6m of cost. This coupled with the increase in sales seen in Q3 has helped the business to return to profitability.

As this is still in the early days of recovery the risk remains. However, the headroom is being maintained and the signs are encouraging. There are other options the business has considered if the growth is not maintained to ensure the business remains profitable.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), 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 costs incurred or to be incurred in respect of the transaction can be measured reliably.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

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.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Basic financial liabilities, including creditors, bank loans, 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. Financial liabilities classified as payable within one year are not amortised.

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

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Amounts due from lessees under finance leases are recognised as receivables at the amount of the company’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the company’s net investment outstanding in respect of leases.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The company reviews its inventory to assess for potential loss on account of obsolescence on a regular basis. In determining whether provision for obsolescence should be recorded in the profit or loss, the company makes judgments as to whether there is any observable data indicating that there is any future saleability of the product and the estimated net realisable value for such product. Accordingly, provision for impairment is made where the net realisable value is anticipated to be less than the cost based on best estimates by the management. The provision for obsolescence of inventory is based on the aged profile of the stock. The provision for obsolete inventory in the current year is £241,724.

An analysis of the company's turnover is as follows:

During the year certain costs were incurred post acquisition that, whilst directly connected with the company's operations were not deemed to be recurring in nature. It was therefore considered necessary for the understanding of the financial statements to analyse these costs separately.

These costs comprise of further post deal related fees totalling £234,196, and IT development expenditures totalling £121,748.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 5 (2023 - 6).

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

The company has an unrecorded deferred tax asset of £642,012 (2023: £435,627) resulting from the availability of carried forward tax losses totalling £2,783,809 (2023: £870,693).

Other creditors includes an invoice discounting facility totaling £7,451,141 (2023: £7,953,945) which is secured by way of the trade debtors to which they relate.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

A deferred tax asset has not been recognised in respect of tax losses of £2,783,809 as it is not probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The profit and loss account includes all current and prior period retained profits and losses, net of dividends paid.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

At the reporting end date the company had contracted with tenants for the following minimum lease payments:

Dividends totalling £nil (2023 - £280,000) were paid in the year in respect of shares held by the company's directors.

The parent company of Intec Microsystems Limited is Eris Bidco Limited and its registered office is 3rd Floor 86-90 Paul Street, London, United Kingdom, EC2A 4NE.

The ultimate parent company is Eris Topco Limited and its registered office is 3rd Floor 86-90 Paul Street, London, United Kingdom, EC2A 4NE.

During 2024 it came to the attention of management that the purchase credit note provision brought forward at 1 January 2024 was overstated by £69,965. An adjustment to the year end 31 December 2024 was considered, however, at the time of identifying the error there was a reasonable expectation on the part of management that the adjustment would adversely impact the profit reporting of the entity for the year ended 31 December 2024. As a consequence it was felt sufficiently material to warrant processing a prior period adjustment.