Introduction

Displaydata is a global player in digital display solutions primarily in retail and also in the manufacturing and distribution sectors. Our fully graphical electronic shelf labels (ESLs) are powered by Dynamic Central, our scalable enterprise software, or via Dynamic Cloud, our hosted subscription service. With a server-free, lightweight infrastructure, our solution enables rapid deployment and seamless operation. Retailers benefit quickly from enhanced pricing agility, improved margins, and increased sales.

Business Review

2024 was a challenging year for Displaydata, primarily due to ongoing macroeconomic uncertainty, which led many existing customers to adopt a more cautious stance, resulting in the delay of several planned deployments. Consequently, order intake for the year totalled $22.0m (2023: $25.2m), and revenue declined to $22.0m, down from $27.2m in 2023. Despite these headwinds, Displaydata achieved several important milestones. We secured new customers in both Europe and North America within our core retail market and successfully expanded into the manufacturing and distribution sectors. These developments strengthen our market position and lay a solid foundation for future growth.

While global events continued to influence inflationary trends in 2024, the component supply volatility experienced in 2023 began to stabilise. Nevertheless, elevated component and manufacturing costs remained a legacy of prior years. Toward the end of 2024, Displaydata undertook a strategic transition of its supply chain, including changes in manufacturing partners, to drive greater cost efficiency. These efforts have already delivered tangible benefits, enabling more competitive pricing for our customers. We continue to collaborate closely with our supply chain partners to reduce product costs through ongoing product development and enhanced manufacturing processes. As a result of these initiatives, Displaydata achieved a 2.2% improvement in gross margin, reaching 34.2% in 2024 (2023: 33.4%).

Displaydata continues to closely monitor overheads as it navigates persistent cost pressures, even as global inflation trends show signs of easing. In 2024, operating expenses increased to $9.2m, up 8.2% from $8.5m in 2023. As a percentage of revenue, operating expenses rose to 41.6% (2023: 31.1%), largely due to the lower revenue base and inflationary impacts across key cost categories. The company remains focused on cost discipline and operational efficiency to support long-term profitability.

Despite ongoing efforts to manage costs and optimise operations, the factors above contributed to a negative EBITDA of $1.4m in 2024, compared to a positive $0.9m in 2023.

The Board recognises the resilience and continued commitment of all Displaydata employees throughout a challenging year. Their dedication has been instrumental in navigating uncertainty, securing new opportunities, and laying the groundwork for future success.

The Board reviews the following key performance indicators on a regular basis to facilitate its decision making process:

• Revenue – achieved revenue of $22.0m represented a 19.0% decrease year on year (2023: $27.2m). While new customers were secured in both Europe and North America, several expected deployments were delayed, impacted by macroeconomic caution.

• Gross margin percentage – at 34.2% (2023: 33.4%), the Group maintained strong margins despite reduced revenue. This was driven by continued supply chain optimisation and product cost control, supported by the strategic transition to a new supplier in the last quarter of the year.

• Administrative expenses – administrative expenses increased to $9.2m (2023: $8.5m) due to inflationary pressure and strategic investments. As a percentage of revenue, administrative expenses rose to 41.6% (2023: 31.1%) due to the lower revenue base.

• Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) – the Group reported an EBITDA loss of $1.4m (2023: $0.9m profit), reflecting lower gross profit and increased overheads, partially offset by ongoing cost control measures.

• Cash and cash equivalents – the year end cash position remained strong at $1.3m (2023: $1.2m). The drawdown facility remained at $3.0m, with usage at $0.6m (2023: $0.5m), reflecting tighter working capital management despite revenue pressures.

The principal risks faced by the Group are monitored by the Board on a regular basis. These are listed below, together with mitigating actions to manage the risk:

• Loss of key staff – The Group acknowledges the strategic importance of retaining key personnel. Measures remain in place to support staff engagement, incentivisation, and succession planning across all critical roles. During the year, the CEO transitioned out of the business; however, the appointment of an experienced interim CEO ensured continuity of leadership and operations, with no disruption to business performance or strategic priorities. The departure of key individuals remains a potential risk to future growth and operational momentum;

• Loss of product competitiveness – Displaydata continues to invest substantially in product improvements and development providing innovative, leading-edge technology, illustrated by the ongoing development of the new 4 colour Quadra range;

• Loss of business to competitors – The ESL market is highly competitive and comprised of sophisticated, global customers. To mitigate this risk, Displaydata maintains a clear focus on its core markets, remains agile in its approach, and relies on a highly capable workforce to deliver high-performance solutions aligned with customer expectations;

• Service of debt – The Group holds a $7.0 million shareholder convertible loan at 0% interest, with the repayment date extended to 31 December 2026. If not repaid or further extended by that date, it is expected to convert into equity. A further $1.0 million non-convertible shareholder loan, bearing interest at 20% per annum, has also been extended to the same date. The Board continues to monitor and manage these obligations within its capital structure strategy; and

• Macroeconomic and geopolitical risks - The Board continues to assess the wider risks affecting the Group. In 2024, while the impact of the Russia–Ukraine conflict remained present, component availability improved and pricing volatility stabilised from previous highs. However, inflationary pressures persisted across the cost base, and broader consumer uncertainty continued to delay ESL deployment decisions among retailers. These external challenges have influenced order volumes, input costs, and operating expenses. The Group remains vigilant and responsive, adjusting its operations to maintain resilience in this dynamic environment.

The Board believes that the above risks are being assessed and addressed effectively.

Post year end events

In 2024, the Group’s product development efforts have centred on the planned launch of the Quadra 4 colour ESL range, now scheduled for Q3 2025 launch. The Quadra range will have a new look and feel, a robust structure, increased battery life and a minimised cost of manufacture. These initiatives reinforce Displaydata’s continued drive in energy-efficient, next-generation ESL solutions.

In 2024, the Group’s Confidential Invoice Discounting (CID) facility was reduced from $6.5m to $5.0m in line with a lower working capital requirement. A further reduction to $3.0 occurred in March 2025. As part of ongoing financial optimisation, the Group is also actively looking to move to an alternative CID provider.

In 2025 Displaydata has reached a heads of terms to acquire Agile Displays Inc. This is a strategic step in strengthening its position in the retail market through complimentary customer geographies and ESL technologies.

The Group is also seeing an impact from the recent introduction of U.S. tariffs, which has begun to influence customer behaviour, particularly in the form of increased caution around project commitments and deployment timelines. The Board is monitoring this development closely and assessing mitigation strategies to support customer engagement and minimise disruption.

Going Concern

The directors are required to make an assessment of the Group's ability to continue to trade as a going concern.

The assessment of the Group's going concern is addressed in the Directors' Report section of the financial statements.

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

On behalf of the board

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

The principal activity of the Group remains the development and sale of dynamic digital display solutions incorporating fully graphic electronic shelf labels (ESLs) and centralised management systems.

There were no changes to this activity during the year, and none are anticipated in the foreseeable future.

The consolidated loss for the year, after taxation, amounted to $1.9m (2023: profit of $0.5m).

The consolidated loss before interest, tax, depreciation and amortisation (EBITDA) was $1.4m (year ended 31 December 2023: profit of $0.9m).

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

The main financial risks faced by the Group and Company, and the management of these risks are set out below.

Prudent liquidity risk management entails maintaining sufficient cash and ensuring the availability of funding through an adequate amount of committed credit facilities. The Group attempts to secure and maintain sufficient borrowing facilities, including its invoice discounting facility, at all times to ensure that it is able to fund its operations. The Group extended its confidential invoice discounting facility with Clydesdale Bank PLC in March 2024 to 31 December 2025, also reducing the facility to $5.0m from $6.5m, reflecting the reduction in forecast requirement. A further reduction to $3.0m occurred in March 2025. The Group's risk to liquidity is a result of the funds available to cover future commitments. The Group manages liquidity risk through an ongoing review of future commitments and credit facilities. Cashflow forecasts are prepared and the availability of adequate borrowing facilities and the utilisation thereof is monitored on a regular basis.

The risk is that changes to market interest rates can have a negative impact on the income statement, balance sheet and associated cashflows is managed using a low risk profile. To mitigate interest rate exposure the Group has secured a $7m interest free, convertible shareholder loan, reducing the Group's exposure to interest rate rises. The Group does not hedge against interest rate rises.

The Group transacts in a number of foreign currencies that expose it to currency exchange differences. Foreign exchange risk arises when future commercial transactions or recognised assets and liabilities are denominated in a currency that is not the entity's functional currency. The Board is responsible for coordinating the Group's risk management and focuses on actively securing the Group's short to medium-term cash flows. The Group does not actively engage in the trading of financial assets.

Credit risk refers to the risk that a counterparty will default on its contractual obligations to the Group, resulting in financial loss to the Group. The Group's principal financial assets are cash and trade receivables. The Group limits its exposure to any one counterparty and evaluates credit risk on an ongoing basis and there have been no material issues to date, nor are any expected. The Group deposits with major banks of high credit standing.

The risk is that inflationary pressures and the increasing cost of living result in a deterioration of gross margin and profitability. To mitigate the exposures to product prices, management have worked closely with the supply chain to improve product design leading to manufacturing efficiency cost savings and also some component price reductions through alternate suppliers. Similarly, management retains stringent control over the administrative cost base as a whole to mitigate general inflation, such as the implementation of hybrid working reducing office costs.

Post year events are addressed in the strategic report.

Displaydata continues to invest in its enterprise ESL solution, with a focus on scalability, power efficiency, and deployment simplicity. Product development remained a strategic priority in 2024, centred on the launch of Chroma 4, a four-colour ESL range to be followed by a totally redesigned 4 colour Quadra range expected to be released in the second half of 2025 which will include increased functionality at a reduced cost. Additionally, software enhancements continue providing improvements to in-store associate efficiency.

The Group continues to expand its reach into adjacent markets including manufacturing, logistics, and office signage, while supporting further international expansion. The development of Dynamic Cloud, Displaydata’s ESL management platform, continues to drive the shift to a managed service model and increasing levels of recurring revenue.

Sustainability remains a core focus, with ongoing innovation aimed at reducing environmental impact, including the elimination of the need for servers, switches, and battery replacements in-store maintaining Displaydata’s drive to be a leader in environmentally responsible ESL deployment.

The directors are responsible for preparing the Strategic Report and 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 UK-adopted International Accounting Standards (IFRS). 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 and profit or loss of the company and group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable UK-adopted international 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.

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 directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company’s auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

The Group has, as permitted by Section 236 of the Companies Act 2006, maintained insurance cover on behalf of the directors indemnifying them against certain liabilities which may be incurred by them in relation to the Group.

Under section 487(2) of the Companies Act 2006, Grant Thornton UK LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

We have audited the financial statements of Displaydata Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the group statement of comprehensive income, the group and parent statement of financial position, the group and parent statement of changes in equity, the group statement of cash flows and notes to the financial statements, including material accounting policy information. The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and UK-adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion:    

• the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended;

• the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;

• the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• the financial statements 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 group and the parent 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

We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's and the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.

In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the group's and the parent company's business model including effects arising from macro-economic uncertainties such as significant inflationary pressures and volatility in the global trade market resulting from increased trade tariffs, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the group's and the parent company's financial resources or ability to continue operations over the going concern period.

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 group's and the parent 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 and financial statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report and financial statements. 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is 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 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.

Matter on which we are required to report under the Companies Act 2006

In the light of the knowledge and understanding of the group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company 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; or

• the directors were not entitled to prepare the financial statements in accordance with the small companies regime.

As explained more fully in the directors' responsibilities statement set out on page 8, 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 group's and the parent 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 group or the parent 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

• We enquired of management and those charged with governance, concerning the group and the parent company’s policies and procedures relating to;

  • The identification, evaluation and compliance with laws and regulations;

  • The detection and response to the risks of fraud; and

  • The establishment of internal controls to mitigate risks related to fraud or non-compliance with laws and regulations.

• We enquired of management and those charged with governance whether they were aware of any instances of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud.

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and determined that the most significant which are directly relevant to specific assertions in the financial statements are those related to the reporting frameworks including the UK-adopted international accounting standards, United Kingdom Generally Accepted Accounting Practice, the Companies Act 2006 and the relevant tax legislation.

• In addition, we concluded that there are certain regulations that may have an effect on the determination of the amounts and disclosures in the financial statements and those laws and regulations relating to health and safety, employee matters, data protection, bribery and corruption practices.

• We communicated relevant laws and regulations and potential fraud risks to engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

• We completed audit procedures to conclude on the compliance of disclosures in the annual report and accounts with applicable financial reporting requirements.

• In assessing the potential risks of material misstatement, we obtained an understanding of:

  • The group and the parent company’s operations, including the nature of its revenue sources and products to understand the classes of transactions, account balances, expected financial disclosures and business risks that may result in material misstatement; and

  • The group and the parent company’s knowledge of the control environment, including:

  • Management’s knowledge of relevant laws and regulations and how the group and parent company is complying with those laws and regulations,

  • The adequacy of procedures for authorisation of transactions, and

  • Procedures to ensure that possible breaches of law and regulations are appropriately resolved.

• We assessed the susceptibility of the group and parent company’s financial statements to material misstatement, including how fraud might occur, by evaluating management’s incentives and opportunities for manipulation of the financial statements. This included the evaluation of the risk of management override of controls. We determined the principal risks were in relation to:

  • Potential management bias in determining accounting estimates and judgements, including those made in relation to the recoverability of receivable balances and the provisioning of inventory.

  • Recognition of revenue

• Our audit procedures involved:

  • Challenging significant accounting assumptions, estimates and judgements made by management.

  • Journal entry testing with a focus on material manual journals, including those with unusual account combinations and those that increased profit or were posted directly to control accounts.

  • Evaluation of the design effectiveness of controls that management has in place to prevent and detect fraud.

• These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it;

• The Engagement Lead has assessed the appropriateness of the collective competence and capabilities of the engagement team, including consideration of the engagement team’s:

  • Understanding of, and practical experience with, audit engagements of a similar nature and complexity through appropriate training and participation,

  • Knowledge of the industry in which the client operates, and

  • Understanding of the legal and regulatory requirements specific to the entity, including the provisions of the applicable legislation, the regulator’s rules and related guidance, and guidance issued by relevant authorities that interprets those rules and the applicable statutory provision.

• We did not identify any matters relating to non-compliance with laws and regulations or relating to fraud.

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 notes on pages 24 to 60 form part of these financial statements.

The notes on pages 24 to 60 form part of these financial statements.

As permitted by trues408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was $2,472,796 (2023: $703,942 profit).

The notes on pages 24 to 60 form part of these financial statements.

The notes on pages 24 to 60 form part of these financial statements.

Displaydata Limited is a private company limited by shares incorporated in England and Wales. The registered office is at Malvern Hills Science Park, Geraldine Road, Malvern, Worcestershire, WR14 3SZ. The Group's principal activity is the development and sale of dynamic digital display solutions incorporating fully graphic electronic shelf labels (ESLs) and centralised management systems. No changes to this activity are anticipated in the foreseeable future.

The group consists of Displaydata Limited and all of its subsidiaries.

The Group financial statements have been prepared in accordance with UK adopted International Accounting Standards and with the requirements of the Companies Act 2006. The Parent Company financial statements have been prepared in accordance with FRS 101 'Reduced Disclosure Framework' and with the requirements of Companies Act 2006.

The Group and Company financial statements are presented in US Dollars, which is their functional currency.

The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and elected not to present its own Statement of Comprehensive Income in these financial statements.

The preparation of financial statements in conformity with UK adopted International Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exorcise its judgment in the process of applying the Group's and the Company's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2.

The Group financial statements consolidate those of the Parent Company and its subsidiary as of 31 December 2024.

The parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All subsidiaries have a reporting date of 31 December. All information consolidated is for the year to 31 December.

All transactions and balances between group companies are eliminated on consolidation, including unrealised gains and losses on transactions between group companies. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a group perspective. Amounts reported in the financial statements of group members have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.

Going concern (continued)

The Group’s confidential invoice discounting facility (CID) was renewed in March 2024, extending the facility term from 31 December 2024 to 31 December 2025. At the time of renewal, the facility limit was reduced to $5.0m (2023: $6.5m) to reflect a lower requirement. Subsequently, in March 2025, there was a further reduction to $3.0m. The reduction aligns with revised cash flow projections and a more conservative utilisation strategy given current trading conditions. The Group is also evaluating alternative CID providers offering more competitive terms.

The Group continues to benefit from shareholder backing via an $8.0m loan facility, comprising a $7.0m interest-free, convertible shareholder loan, and a $1.0m non-convertible loan carrying 20% interest per annum. As at 31 December 2024, the present value of the combined facility was $7.5m, with the convertible portion discounted at a 7.54% market rate. Following a Board recommendation in December 2024, approval was obtained to extend the maturity of both loans to 31 December 2026, with all other terms remaining unchanged.

At the 2024 year-end, both the Group and Company reported net liabilities of $3.4m and $3.2m, respectively (2023: $1.5m and $0.7m respectively). The net current asset position remained positive at $3.8m for the Group and $4.0m for the Company (2023: $5.4m and $6.3m respectively). It should be noted that the net asset figures for both periods are stated after deduction of the $8.0m shareholder loan referenced above. Excluding the discounted shareholder loan, the underlying net assets of the Group and Company are $4.0m and $4.2m, respectively.

The cost and availability of semiconductors and other components remained relatively stable in 2024, following improvements seen in the prior year. However, management continues to monitor the situation closely. To mitigate potential working capital volatility, a further $1.0m shareholder loan facility remains undrawn and available to the Group.

The Group constantly monitors global economic conditions and geopolitical developments to assess potential impacts on operations, supply chain, and customer demand. The ongoing effects of the Russia–Ukraine conflict continue to influence European retail markets, while inflationary pressure and consumer caution have further contributed to delays in ESL deployment decisions. In the U.S., the introduction of tariffs has already begun to affect customer sentiment, prompting more conservative procurement behaviour and lengthening deployment timelines.

Despite these headwinds, the Group continues to manage its cost base proactively. Operationally, the majority of the Group’s employees continue to work remotely under established flexible working arrangements.

Overall, the Group remains encouraged by continued investment in physical retail infrastructure, though macroeconomic conditions in both Europe and North America have tempered growth rates. Engagement with both existing and prospective customers remains strong, and the Group’s distribution and reseller network maintains a positive medium-term outlook, supported by healthy sales pipelines. Market commentary from other leading ESL vendors continues to support the expectation of sustained growth in the sector.

To assess the appropriateness of preparing the financial statements on a going concern basis, management prepared detailed financial projections through to 31 December 2026, incorporating a range of trading scenarios and stress-tested variables including sales performance, gross margin, overhead control, and working capital needs—with specific reference to CID availability and utilisation.

Based on these projections, including the strength of the current order book, a tightly managed cost base, and the ongoing support of shareholders, the Board concludes that the Group is expected to have sufficient resources to meet its obligations as they fall due. Accordingly, the financial statements have been prepared on a going concern basis.

The whole of the revenue is attributable to the group's activities in the research, development and commercialisation of display technology.

Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the Group:

• identifies the contract with a customer; identifies the performance obligations in the contract;

• determines the transaction price which takes into account estimates of variable consideration and the time value of money;

• allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and

• recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.

Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are initially recognised as deferred revenue in the form of a refund liability.

Revenue from the sale of goods is recognised when the relevant contractual performance obligations have been met. Where customers have made their own delivery arrangements, this is on dispatch of the goods or at the time of collection. Where the significant risks and rewards of ownership remain with the Group during transit, revenue is recognised on delivery.

Service revenue, for example, installation or training, is recognised as services are provided using stage of completion.

Software licences, support and maintenance are recognised over the period to which the contract relates. Licence revenue is recognised evenly over the term of the agreed licence contract period. The approach is on the basis that licence sales are separate from hardware sales, and licencing is not required for devices to be usable by customers. The licence is provided to customers over an agreed term, as opposed to a purchase made by a customer of a software product. There is no requirement for customers to purchase a licence at the time of acquiring the hardware, thus licence revenue is distinct from hardware revenue.

Intangible assets are initially recognised at cost.

Amortisation is provided on all intangible assets at rates calculated to write off the cost over their expected useful lives. It is calculated on a straight-line basis, at the following rates, on a pro-rata basis in the period of acquisition/disposal:

Trademarks                Over 5 years

Software                 Over 3 years

The carrying values of intangible assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

When an intangible asset is disposed of, the gain or loss on disposal is determined as the difference between the proceeds and the carrying amount of the asset, and is recognised in profit or loss within other income or other expenses.

Property, plant and equipment are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost of property, plant and equipment, less their estimated residual value, over their expected useful lives on the following bases:

Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognised in profit or loss within other income or other expenses.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting end date, the group 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). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Inventories of finished goods for resale and raw materials are stated at the lower of cost and net realisable value. Where appropriate, costs include all costs incurred in bringing each product to its present location and condition.

Throughout the accounting period, provisions are made for obsolete, slow moving or defective items where this is appropriate.

Net realisable value is based on estimated selling price less any further costs expected to be incurred to completion.

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

Financial assets and are recognised when the Group becomes a party to the contractual provisions of the financial instrument.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred.

Classification and initial measurement of financial assets

Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable). Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories: amortised cost, fair value through profit or loss (FVTPL), fair value through other comprehensive income (FVOCI). In the periods presented the Group does not have any financial assets categorised as FVTPL or FVOCI. All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs or finance income, except for impairment of trade receivables which is presented within expenses.

The Group makes use of a simplified approach in accounting for trade and other receivables and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses. The Group assesses impairment of trade receivables on an individual basis, as this is the most appropriate approach for its portfolio of customers.

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognised initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the group’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The parent company has made an irrevocable election to recognise changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognised initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognised or its fair value substantially decreased. Dividends are recognised as finance income in profit or loss.

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Recognition and derecognition

Financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.

Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.

Classification and subsequent measurement of financial liabilities

The Group's non-derivative financial liabilities include trade and other payables.

Financial liabilities are initially measured at fair value and measured subsequently at amortised cost using the effective interest method.

All interest-related charges and, if applicable, changes in an instrument's fair value that are reported in profit or loss are included within finance costs or finance income.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Share capital represents the nominal value of shares that have been issued. Share premium represents the difference between the price paid for shares and the nominal value.

Retained earnings includes all current and prior period retained profits. All transactions with owners of the parent are recorded separately within equity.

The capital contribution was created when interest on loans converted to equity was waived in prior years and is therefore considered distributable.

Financial derivatives are measured at fair value and any changes in the fair value are recognised in profit and loss.

The convertible element of the shareholder loan has been treated as a compound financial instrument due to the option for the loan to convert to equity on a fixed for fixed basis. Therefore, there arises an equity element and a liability element to the loan, required to be split at initial recognition. See note 2 for further detail.

Tax expense recognised in profit or loss comprises the sum of deferred tax and current tax not recognised in other comprehensive income or directly in equity.

Current tax

Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting periods, that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the financial statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax

Deferred income taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill, or on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit.

Deferred tax on temporary differences associated with investments in subsidiaries and associates is not provided if reversal of these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future. Deferred tax assets and liabilities are calculated, without discounting, at tax rates and laws that are expected to apply to their respective period of realisation, provided those rates and laws are enacted or substantively enacted by the end of the reporting period.

Deferred tax assets are recognised to the extent that it is probable that the underlying tax loss or deductible temporary difference will be utilised against future taxable income. This is assessed based on the Group's forecast of future operating results, adjusted for significant non-taxable income and expenses and specific limits on the use of any unused tax loss or credit. Deferred tax liabilities are always provided for in full.

Deferred tax assets and liabilities are offset only when the Group has a right and intention to set off current tax assets and liabilities from the same taxation authority. Changes in deferred tax assets or liabilities are recognised as a component of tax income or expense in profit or loss, except where they relate to items that are recognised in other comprehensive income or directly in equity, in which case the related deferred tax is also recognised in other comprehensive income or equity, respectively.

Research and development tax credits (RDEC) are recognised in the profit and loss account within Tax Expense on an accrual basis.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event and it is probable that the group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Short-term employee benefits, including holiday entitlement, are current liabilities included in other employee obligations, measured at the undiscounted amount that the Group expects to pay as a result of the unused entitlement.

The Group pays fixed contributions into independent entities in relation to several state plans and insurances for individual employees. The Group has no legal or constructive obligations to pay contributions in addition to its fixed contributions, which are recognised as an expense in the period that related employee services are received.

At inception of a contract, the Group assesses whether it is, or contains, a lease. A contract is, or contains, a lease if it conveys the right to control the use of an identified asset for a time in exchange for consideration, A contract conveys the right to control the use of an asset, if the Group receives substantially all of the economic benefits from its use over time and controls how it is used. At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component based on their relative stand-alone prices.

For contracts entered into before 1 January 2019, the Group determined whether the arrangement was or contained a lease using the same assessment. The Group recognises a right of use asset and a lease liability at the lease commencement date. The right of use asset is initially measured at cost. Cost comprises the initial amount of the lease liability, adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or the site on which it is located, less any lease incentives received. The right of use asset is subsequently depreciated using the straight- line method from the commencement date to the earlier of the end of its useful life or the end of the lease term. Useful life is determined on the same basis as other property and equipment. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease, or if that cannot be determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. The lease liability is measured at amortised cost using the effective interest method. Under the previous policy none of the Group's leases were classified as finance leases. Payments made under operating leases were recognised in profit or loss on a straight- line basis over the term of the lease. Lease incentives received were recognised as an integral part of the total lease expense, over the term of the lease.

Functional and presentation currency

The directors believe that due to the nature of the business and given that a significant proportion of the Group and Company's income is derived in US dollars, the functional currency of the Group and Company is US dollars and the financial statements should be presented in US dollars.

Foreign currency transactions and balances

Foreign currency transactions are translated into the functional currency of the respective Group entity, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the re- measurement of monetary items denominated in foreign currency at year-end exchange rates are recognised in profit or loss.

Non-monetary items are not retranslated at period-end and are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined.

In the current year, the following new and revised standards and interpretations have been adopted by the group and have an effect on the current period or a prior period or may have an effect on future periods:

• Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

• Non—current liabilities with Covenants (Amendments to IAS 1)

• Lease liability in a Sale and Leaseback (Amendments to IFRS 16)

• Supplier Finance Arrangements (Amendments IAS 7 and IFRS 7)

At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

• Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)

• Financial instruments: Disclosures (IFRS 7)

• Lack of Exchangeability (Amendments to IAS 21)

At the date of authorisation of these consolidated financial statements, several new, but not yet effective, Standards and amendments to existing Standards, and Interpretations have been published by the IASB or IFRIC. None of these Standards or amendments to existing Standards have been adopted early by the Group and no Interpretations have been issued that are applicable and need to be taken into consideration by the Group at either reporting date. Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New Standards, amendments and Interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Group's consolidated financial statements.

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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

In management's judgement the shareholder loan is a compound financial instrument with both debt and equity elements. To this end, the present value of the shareholder loan cash flows was calculated using the Group's estimated cost of capital and the expected term to maturity, with the difference between the drawdown portion received and the discounted present value being considered the equity element of the loan (see note 20, Borrowings).

Information about estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses is provided below. Actual results may be substantially different.

The recoverability of the net amounts owed by Group undertakings, specifically Displaydata Inc. of $0.9m (year ended 31 December 2023: $3.3m) has been reviewed, and in management's judgement, assessed as fully recoverable in the short term. As at 31 January 2025, the net amount owed by Displaydata Inc. to Displaydata Limited was reduced to $0.4m, following a customer receipt remitted to Displaydata Limited in the current year. Based on the sales potential of its existing customer base, historic trading and forecast revenues from both existing and new customers, the present value of the forecast cash flows has been calculated using the Company's estimated cost of capital and incorporates a terminal value. The result of which underpinned the management's judgement that the undertakings would be fully repaid, and no provision is required, with significant headroom allowing for flex in the model's key assumptions.

The group reviews the discounted cash flows of its borrowings before and after a modification event, such as an extension of those borrowings, to determine whether the new arrangement constitutes a new arrangement or an amendment to an existing one. It was concluded that the extension events in the year were amendments to existing borrowings.

Provisions for product warranties, legal disputes, onerous contracts or other claims are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic resources will be required from the Group and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain.

Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. For example, the warranty provision is calculated using the average percentage of warranty cost for the previous 3 years versus hardware revenue over the same period. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material.

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

Their aggregate remuneration comprised:

The Group also operates a share scheme for certain employees and directors. There were no additional charges relating to the employees share scheme in the current year (year ended 31 December 2023: £nil).

During the period retirement benefits were accruing to no directors (year ended 31 December 2023: £nil) in respect of defined contribution pension schemes.

The highest paid director received remuneration of $632,080 (year ended 31 December 2023: $551,938).

There are no further members of Key Management Personnel identified other than the statutory directors reflected in this note.

The charge for the year can be reconciled to the (loss)/profit per the income statement as follows:

The Finance Act 2021 has legislated changes to the UK corporation tax rates. Effective from 1 April 2023, the main rate of Corporation Tax for non-ring-fenced profits will increase from 19% to 25% for companies with profits in excess of £250,000. A small profits rate (SPR) of 19% exists for companies with profits of £50,000 or less.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Displaydata Nominee Limited (company number 11226563) is exempt from the requirements under the Companies Act 2006 relating to the audit of the financial statements under section 479A of that Act.

Displaydata Limited has provided a parent company guarantee over the liabilities of Displaydata Nominee Limited, pursuant to section 479C of the Companies Act 2006.

The amount of inventories recognised as an expense during 2024 was $14,491,812 (2023: $18,090,253).

At the reporting date, there is a provision against inventory amounting to $126,979 (2023: $87,257).

The amount of inventories recognised as an expense during 2024 was $14,165,912 (2023: $17,666,450).

At the reporting date, there is a provision against inventory amounting to $126,979 (2023: $87,257).

The carrying value of trade and other receivables classified as loans and receivables approximates fair value.

All of the Group's trade and other receivables have been reviewed for indicators of impairment, and are stated after an allowance for credit losses of $310 (2023: $321). All amounts are due within one year.

Movements in the impairment allowance for trade receivables are as follows:

The carrying value of the trade and other payables classified as financial liabilities measured at amortised cost approximates fair value.

All trade and other payable amounts are expected to be repaid within the short term. The carrying values of trade payables, accruals and deferred income are considered to be a reasonable approximation of their fair value.

All trade and other payable amounts are expected to be repaid within the short term. The carrying values of trade payables and accruals and deferred income are considered to be a reasonable approximation of their fair value

The unsecured shareholder loan amount consists of the initial interest free loan of $7m and an additional $1m loan, both repayable on 31 December 2026. Interest on the $1m loan is charged at 20% per annum on any unpaid balance. The interest free shareholder loan has been discounted to its present value at the Group's incremental borrowing rate. In the year a total of $201,754 (2023: $140,745) of interest was credited to the income statement following a recalculation of the present value based on the extended loan term.

The CID invoice discounting is secured against trade receivables and expires on 31 December 2024 with limit of $5.0m (2023: $6.5m). Subsequent to year end, the CID facility was renewed for a further 12 months with a new expiry date of 31 December 2025, and a reduced limit of $3.0m in line with Displaydata's requirements.

Provisions for liabilities at Group level comprises of both Warranty and Dilapidations provisions. Warranties are provided on hardware for a period of 12 months and a provision is held based on historic claims. Dilapidation provisions are based on the expected costs to restore the Group's leased properties to their original state. The total provision consists of warranty provision of $45,217 (2023: $41,792) and dilapidation provision of $7,249 (2023: $7,248).

Share premium reserve

The share premium reserve includes any premiums received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.

Capital contribution reserve

The capital contribution reserve comprises a capital contribution created when interest on loans converted to equity was waived in prior years and is therefore considered distributable.

Retained earnings

Retained earnings includes all current and prior period retained profits. All transactions with owners of the parent are recorded separately within equity.

The Group enters into leases with third party landlords for commercial office space both in the UK and United States of America. Currently the Group has leases for three commercial spaces (the Company has two) that the Group recognises as right of use assets. The Group uses the incremental borrowing rate as the discount rate for determining its lease liabilities at the lease commencement date.

Each lease generally imposes a restriction that, unless there is a contractual right for the Group to sublet the asset to another party, the right-of-use asset can only be used by the Group. Leases are either non- cancellable or may only be cancelled by incurring a substantive termination fee.

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.

On 28 February 2023, Esprit Nominees Limited assigned its rights, title and interest in the shareholder loan to Coller International Partners. Subsequently, on 15 June 2023, upon completion in the change of control from Coller International Partners to Kline Hill Partners, Coller International Partners transferred all its interests in the shareholder loan to Kline Hill Partners. All other provisions of the Shareholder Loan agreement continue to be in full force and effect

Risk management objectives and policies

The Group is exposed to various risks in relation to financial instruments. The Group's financial assets and liabilities by category are detailed above. The main types of risks are market risk, credit risk and liquidity risk.

The Group's risk management is coordinated at its headquarters, in close cooperation with the board of directors, and focuses on actively securing the Group's short to medium-term cash flows by minimising the exposure to financial markets. Long-term financial investments are managed to generate lasting returns. The Group does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant financial risks to which the Group is exposed are described below.

Market risk analysis

The Group is exposed to market risk through its use of financial instruments and specifically to currency risk which results from both its operating and investing activities.

Foreign currency sensitivity

Most of the Group's transactions are carried out in US Dollars. Exposures to currency exchange rates arise from the Group's overseas sales and purchases, which are primarily denominated in Euros (EUR) and Pounds Sterling (GBP). Further, the Group has bank balances held in EUR, GBP and other currencies. The Group's exposure to foreign currency risk from non-USD cash flows is carefully monitored. Generally, the Group's risk management procedures distinguish short-term foreign currency cash flows (due within 6 months) from longer-term cash flows (due after 6 months). Where the amounts to be paid and received in a specific currency are expected to largely offset one another, no further hedging activity is undertaken.

Foreign currency denominated financial assets and liabilities which expose the Group to currency risk are disclosed below. The amounts shown are those reported to key management translated into USD at the closing rate:

In 2025 Displaydata has reached a head of terms to acquire Agile Displays Inc. This is a strategic step in strengthening its position in the retail market through complimentary customer geographies and ESL technologies.

The Group is also seeing an impact from the recent introduction of U.S. tariffs, which has begun to influence customer behaviour, particularly in the form of increased caution around project commitments and deployment timelines. The Board is monitoring this development closely and assessing mitigation strategies to support customer engagement and minimise disruption.

The Group's capital management objectives are:

• to ensure the Group's ability to continue as a going concern

• to provide an adequate return to shareholders

The Group monitors capital on the basis of the carrying amount of equity, less cash and cash equivalents as presented on the face of the statement of financial position.

Management assesses the Group's capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage.

The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

The Group had no capital expenditure contracted but not provided for at 31 December 2024 (31 December 2023: $nil).