ACCOUNTS - Final Accounts

Operating profit/(loss)

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

Registered number: 02480354

INTEGRAL MEMORY PLC

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

INTEGRAL MEMORY PLC

COMPANY INFORMATION

Directors	Sunil Kotecha
	Sanjiv Kotecha


Company secretaries	Jayantilal Kotecha


Registered number	02480354


Registered office	Unit 6 Iron Bridge Close
	Iron Bridge Business Park
	London
	NW10 0UF


Independent auditor	Barnes Roffe Audit Limited
	Chartered Accountants Statutory Auditor
	Leytonstone House
	Leytonstone
	London
	E11 1GA


Bankers	Barclays Bank plc
	Level 27
	1 Churchill Place
	London
	E14 5HP

INTEGRAL MEMORY PLC

CONTENTS

	Page
Group strategic report	1 - 2
Directors' report	3 - 5
Independent auditor's report	6 - 9
Consolidated statement of income and retained earnings	10
Consolidated balance sheet	11
Company balance sheet	12
Consolidated statement of cash flows	13
Consolidated analysis of net debt	14
Notes to the financial statements	15 - 32

INTEGRAL MEMORY PLC

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30 SEPTEMBER 2024

Introduction

The directors present their strategic report for the year.

Business review

We have increased recruitment of people into the business, adding skills and knowledge across all departments to improve our competitiveness, speed to market, and company and employee development.
We continued to modernise the warehouse and improved operational efficiency with new systems and better use of data. We refurbished and renovated our offices, improving the working environment and functionality.
The investments in Solar and Tesla battery systems across our estate have resulted in over a 22% reduction in carbon emissions. From mid-March to mid-September, our Calverton warehouse is operating at net zero.
The car fleet has been converted to fully electric and PHEV, further reducing our carbon footprint.
A project to automate our memory assembly and packaging in Neasden is underway, utilising robotics, automatic assembly, and testing, which will improve our capacity and reduce costs, ultimately leading to enhanced competitiveness.
The adoption of our CRM and PIM systems, and the continued development of our ERP, is leading to improved efficiencies and more effective sales and management.
The ASP drop in our LED products continues to impact sales revenue. Our investments in new products, product design, and development have improved our proposition, and we are starting to see the benefits of these investments in sales.
With our move into more value-added sales and project work, we are seeing regular orders and increases in value.
Our memory business saw ASP drops during the year, and these have now stabilised. We are seeing demand for servers and high-end photographic products increasing with the introduction of newly developed products at the cutting edge of technology. The demand for PC memory upgrades is expanding, and we expect this trend to continue with Windows 11 upgrades, as well as gaming, graphic, and AI solutions evolving. The digital marketing of memory products is expanding, and investments in this area are increasing.

Principal risks and uncertainties

Persistent inflation and higher interest rates are affecting spending on construction projects, and government spending limitations are a concern. The announced increase in house building is expected to lead to a rise in demand for our LED products.
We are starting to see a slowdown in the rate of ASP drops for our LED products, along with an increase in demand for our new ranges and improved margins.

Page 1

INTEGRAL MEMORY PLC

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 SEPTEMBER 2024

Financial key performance indicators

The financial highlights for the year are as follows:
Turnover £36,087,468 (2023 - £39,345,847)
Gross profit £9,869,379 (2023 - £10,905,673)
Profit before taxation £20,022 (2023 - loss before taxation £725,053)

Directors' statement of compliance with duty to promote the success of the group

The directors confirm that, as required under Section 172(1) Companies Act 2006, they have acted in the way that they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have had regard to the specific matters set out in the above Section.

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

Sunil Kotecha

Director

Date: 24 September 2025

Page 2

INTEGRAL MEMORY PLC

DIRECTORS' REPORT

FOR THE YEAR ENDED 30 SEPTEMBER 2024

The directors present their report and the financial statements for the year ended 30 September 2024.

Directors' responsibilities statement

The directors are responsible for preparing the group strategic report, the directors' report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period.

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

∙select suitable accounting policies for the group's financial statements 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 group 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 the group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activities

The principal activities of the group are those of a manufacturer and distributor of computer memory, memory cards and USB drives, development of solid state encryption technology products, distributor and manufacturer of a wide range of LED products and design and development of new products and firmware for the Internet of Things.

Results and dividends

The loss for the year, after taxation and minority interests, amounted to £36,963 (2023 - loss £547,386).

The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year were:

Sunil Kotecha

Sanjiv Kotecha

Future developments

Future developments in respect of the expansion at the new site in Nottingham, as well as the plans to reduce the carbon footprint of the business, are detailed in the strategic report.

Page 3

INTEGRAL MEMORY PLC

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 30 SEPTEMBER 2024

Financial instruments

The group enters into forward contracts to purchase and sell foreign currencies as part of its strategy to mitigate the financial risks associated with trading in foreign currencies.

Greenhouse gas emissions, energy consumption and energy efficiency action

The group is required to report the below information under the Streamlined Energy and Carbon Reporting guidance. The information relates to the energy use by the UK company only. The company's greenhouse gas emissions and energy consumption are as follows:
				2024	2023

Emissions resulting from activities for which the company is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)	37,267	52.054
Emissions resulting from the purchase of the electricity by the company for its own use, including the purposes of transport (in tonnes of CO2 equivalent)	35,689	46,326
Energy consumed from activities for which the company is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Group for its own use, including for the purposes of transport, in kWh	359,491	464,705

Greenhouse Gas emissions have been calculated in accordance with the GHG Protocol Corporate Standard. This involved using data from invoices showing metered electricity and gas consumption, fuel purchase records and business mileage expense claims. The emissions calculations have been based on the UK government’s conversion factors for greenhouse gas reporting for 2024 and 2023.

The company has ordered 60kW of high-efficiency solar panels and Tesla Powerwall batteries, priving 39kWh of storage.
The company's high-efficiency LED lighting at 180 lm/W has significantly reduced the power requirement for the site, demonstrating our commitment to energy efficiency.
The reduction in carbon emissions is significant, and for the spring and summer months, there will be a low requirement for electricity from the grid.

The measurement of total CO2 emissions per full time equivalent employee for the year ended 30 September 2024 was 0.75 tCO2e/employee (2023 - 0.95 tCO2e/employee). This does not include some optional items which would fall under Scope 3 reporting.

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the company and the group's auditor is unaware, and

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

Page 4

INTEGRAL MEMORY PLC

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 30 SEPTEMBER 2024

Post balance sheet events

There have been no significant events affecting the group since the year end.

Auditor

The auditor, Barnes Roffe Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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

Sunil Kotecha

Director

Date: 24 September 2025

Page 5

INTEGRAL MEMORY PLC

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTEGRAL MEMORY PLC

Opinion

We have audited the financial statements of Integral Memory Plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2024, which comprise the consolidated statement of income and retained earnings, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the group's and of the parent company's affairs as at 30 September 2024 and of the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or 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.

Page 6

INTEGRAL MEMORY PLC

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTEGRAL MEMORY PLC (CONTINUED)

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.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the group 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 group strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the group 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.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 3, 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.

Page 7

INTEGRAL MEMORY PLC

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTEGRAL MEMORY PLC (CONTINUED)

Auditor's responsibilities for the audit of the financial statements

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

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

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the relevant sector;
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and ISO standards;
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
We also assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias, and investigated the rationale behind significant or unusual transactions. The areas that we identified as being susceptible to misstatement through fraud were:
- Management bias in the estimates and judgements made; and
- Management override of controls.

Page 8

INTEGRAL MEMORY PLC

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INTEGRAL MEMORY PLC (CONTINUED)

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

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

Graham Wallace (senior statutory auditor)

for and on behalf of

Barnes Roffe Audit Limited

Chartered Accountants
Statutory Auditor

Leytonstone House

Leytonstone

London

E11 1GA

25 September 2025

Page 9

INTEGRAL MEMORY PLC

CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

	2024	2023
Note	£	£


Turnover	4	36,087,468	39,345,847
Cost of sales		(26,218,089)	(28,440,174)
Gross profit		9,869,379	10,905,673
Administrative expenses		(9,524,140)	(11,414,925)
Operating profit/(loss)	5	345,239	(509,252)
Interest receivable and similar income	9	8,217	26,998
Interest payable and similar charges	10	(333,434)	(242,799)
Profit/(loss) before tax		20,022	(725,053)
Tax on profit/(loss)	11	(56,286)	178,207
Loss after tax		(36,264)	(546,846)

Retained earnings at the beginning of the year	21,827,834	22,375,220
Loss for the year attributable to the owners of the parent	(36,963)	(547,386)
Retained earnings at the end of the year	21,790,871	21,827,834

Non-controlling interest at the beginning of the year	(1,207)	(1,747)
Profit for the year attributable to the non-controlling interest	699	540
Non-controlling interest at the end of the year	(508)	(1,207)

The notes on pages 15 to 32 form part of these financial statements.

Page 10

INTEGRAL MEMORY PLC

REGISTERED NUMBER: 02480354

CONSOLIDATED BALANCE SHEET

AS AT 30 SEPTEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	12		11,480		-
Tangible assets	13		8,606,496		8,423,094
			8,617,976		8,423,094
Current assets
Stocks	15	12,425,093		13,374,026
Debtors: amounts falling due within one year	16	11,271,720		12,090,560
Cash at bank and in hand	17	2,499,537		2,239,248
		26,196,350		27,703,834
Creditors: amounts falling due within one year	18	(12,873,963)		(14,150,301)
Net current assets			13,322,387		13,553,533
Net assets			21,940,363		21,976,627

Capital and reserves
Called up share capital	20	150,000	150,000
Profit and loss account	21	21,790,871	21,827,834
Equity attributable to owners of the parent company		21,940,871	21,977,834
Non-controlling interests		(508)	(1,207)
		21,940,363	21,976,627

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

Sunil Kotecha	Sanjiv Kotecha
Director	Director

Date: 24 September 2025

The notes on pages 15 to 32 form part of these financial statements.

Page 11

INTEGRAL MEMORY PLC

REGISTERED NUMBER: 02480354

COMPANY BALANCE SHEET

AS AT 30 SEPTEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets			11,480		-
Tangible assets	13		8,304,622		8,129,806
Investments	14		136,688		136,688
			8,452,790		8,266,494
Current assets
Stocks	15	12,425,093		13,374,026
Debtors: amounts falling due after more than one year	16	108,071		139,784
Debtors: amounts falling due within one year	16	10,258,430		10,850,105
Cash at bank and in hand	17	1,170,593		1,000,488
		23,962,187		25,364,403
Creditors: amounts falling due within one year	18	(12,479,132)		(13,692,955)
Net current assets			11,483,055		11,671,448
Net assets			19,935,845		19,937,942

Capital and reserves
Called up share capital	20		150,000		150,000
Profit and loss account brought forward		19,787,942		20,564,326
Loss for the year		(2,097)		(776,384)
Profit and loss account carried forward			19,785,845		19,787,942
			19,935,845		19,937,942

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

Sunil Kotecha	Sanjiv Kotecha
Director	Director

Date: 24 September 2025

The notes on pages 15 to 32 form part of these financial statements.

Page 12

INTEGRAL MEMORY PLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit/(loss) for the financial year	(36,264)	(546,846)
Adjustments for:
Depreciation of tangible assets	646,231	593,896
Loss on disposal of tangible assets	(7,489)	(22,932)
Interest paid	333,434	242,799
Interest received	(8,217)	(26,998)
Taxation charge	56,286	(178,207)
Decrease in stocks	948,933	355,601
Decrease in debtors	1,045,552	125,059
(Decrease)/increase in creditors	(1,211,681)	5,490,750
Corporation tax (paid)	(347,655)	(454,009)
Net cash generated from operating activities	1,419,130	5,579,113

Cash flows from investing activities
Purchase of intangible fixed assets	(11,480)	-
Purchase of tangible fixed assets	(871,144)	(6,602,251)
Sale of tangible fixed assets	49,000	37,202
Interest received	8,217	26,998
Net cash from investing activities	(825,407)	(6,538,051)
Cash flows from financing activities
Interest paid	(333,434)	(242,799)
Net cash used in financing activities	(333,434)	(242,799)
Net increase/(decrease) in cash and cash equivalents	260,289	(1,201,737)
Cash and cash equivalents at beginning of year	2,239,248	3,440,985
Cash and cash equivalents at the end of year	2,499,537	2,239,248

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	2,499,537	2,239,248

The notes on pages 15 to 32 form part of these financial statements.

Page 13

INTEGRAL MEMORY PLC

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 30 SEPTEMBER 2024


At 1 October 2023	Cash flows	At 30 September 2024
£	£	£

Cash at bank and in hand	2,239,248	260,289	2,499,537
Debt due within 1 year	-	-	-

The notes on pages 15 to 32 form part of these financial statements.

Page 14

INTEGRAL MEMORY PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

1.	General information

Integral Memory Plc is a public company limited by shares, incorporated in England and Wales. Its registered office is Unit 6 Iron Bridge Close, Iron Bridge Business Park, London, NW10 0UF.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgement in applying the group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of income and retained earnings in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of income and retained earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Going concern

The financial statements have been prepared on a going concern basis.

Page 15

INTEGRAL MEMORY PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

2.4

Revenue

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

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the group has transferred the significant risks and rewards of ownership to the buyer;

∙the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

2.5

Intangible assets

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

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

2.6

Tangible fixed assets

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following annual bases:

Freehold property	-	Between twenty-five and fifty years
Short leasehold improvements	-	Between five and ten years
Motor vehicles	-	25% straight line
Fixtures, fittings and equipment	-	Between 10% and 33% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

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

Page 16

INTEGRAL MEMORY PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.8

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.

2.11

Financial instruments

Basic financial assets

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

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

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for

Page 17

INTEGRAL MEMORY PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

2.11

Financial instruments (continued)

transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

2.12

Creditors

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

Page 18

INTEGRAL MEMORY PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

2.13

Foreign currency translation

Functional and presentation currency

The group's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.14

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.15

Operating leases: the group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

2.16

Operating leases: the group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 19

INTEGRAL MEMORY PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

2.17

Pensions

Defined contribution pension plan

The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.

2.18

Interest income

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

2.19

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.20

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company and the group operate and generate income.

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

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.21

Research and development

Research and development expenditure is written off in the year in which it is incurred.

Page 20

INTEGRAL MEMORY PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
a) Significant judgements in applying the company's accounting policies
There are no significant judgements in applying the company's accounting policies.
b) Critical accounting estimates and assumptions
Tangible fixed assets are depreciated over their useful lives taking into account residual values where appropriate.

Turnover

The whole of the turnover is attributable to the principal activities of the group.

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	27,100,573	30,706,540
Rest of the world	8,986,895	8,639,307
	36,087,468	39,345,847

Research and development charged as an expense	19,711	6,821
Depreciation of tangible fixed assets	646,231	593,896
Profit on sale of tangible fixed assets	(7,489)	(22,932)
Exchange differences	(53,147)	143,897
Other operating lease rentals	86,383	243,658
Defined contribution pension cost	141,306	132,496
Stock recognised in cost of sales during the year as an expense	25,082,820	28,084,573

Page 21

INTEGRAL MEMORY PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

Fees payable to the company's auditor and its associates for the audit of the consolidated and parent company's financial statements	22,000	22,000
Fees payable to the company's auditor and its associates in respect of:
All non-audit services not included above	82,460	21,153

7.	Employees
	Staff costs, including directors' remuneration, were as follows:
		Group 2024	Group 2023	Company 2024	Company 2023
		£	£	£	£

Wages and salaries	5,392,766	5,262,515	5,036,998	4,980,818
Social security costs	582,804	583,018	543,719	525,382
Other pension costs	141,306	132,496	137,583	129,538
	6,116,876	5,978,029	5,718,300	5,635,738

The average monthly number of employees, including the directors, during the year was as follows:
	Group 2024	Group 2023	Company 2024	Company 2023
	No.	No.	No.	No.

Sales and warehouse	78	85	73	81
Administration	38	32	37	31
	116	117	110	112

Page 22

INTEGRAL MEMORY PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

8.	Directors' remuneration
		2024	2023
		£	£

	Directors' emoluments	376,980	243,321

	During the year retirement benefits were accruing to 2 directors (2023 - 2) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £238,327 (2023 - £127,182).

9.	Interest receivable and similar income
		2024	2023
		£	£

Other interest

8,217

26,998

10.	Interest payable and similar charges
		2024	2023
		£	£

Other interest

333,434

242,799

Corporation tax
Current tax on profits for the year	34,016	(183,588)
Foreign tax
Foreign tax on income for the year	22,270	5,381
Total current tax	56,286	(178,207)

Page 23

INTEGRAL MEMORY PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

11.Taxation (continued)

Profit/(loss) on ordinary activities before tax

20,022

(725,053)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	5,006	(181,263)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	9,668	44,539
Capital allowances for year in excess of depreciation	37,797	(10,013)
Adjustments to tax charge in respect of prior periods	-	41,058
Other differences leading to a decrease in the tax charge	3,815	(72,528)
Total tax charge for the year	56,286	(178,207)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 24

INTEGRAL MEMORY PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

12.	Intangible assets
	Group and Company

		Patents
		£
	Cost
	Additions	11,480
	At 30 September 2024	11,480

	Net book value
	At 30 September 2024	11,480
	At 30 September 2023	-

Page 25

INTEGRAL MEMORY PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

13.	Tangible fixed assets
	Group

	Freehold land and buildings	Short leasehold improvements	Motor vehicles	Fixtures, fittings and equipment	Total
	£	£	£	£	£
Cost
At 1 October 2023	9,643,058	523,832	678,037	2,704,727	13,549,654
Additions	568,066	-	165,009	138,069	871,144
Disposals	-	-	(85,141)	(1,041,979)	(1,127,120)
At 30 September 2024	10,211,124	523,832	757,905	1,800,817	13,293,678
Depreciation
At 1 October 2023	2,011,332	445,856	362,118	2,307,254	5,126,560
Charge for the year on owned assets	315,254	1,428	157,917	171,632	646,231
Disposals	-	-	(43,630)	(1,041,979)	(1,085,609)
At 30 September 2024	2,326,586	447,284	476,405	1,436,907	4,687,182
Net book value
At 30 September 2024	7,884,538	76,548	281,500	363,910	8,606,496
At 30 September 2023	7,631,726	77,976	315,919	397,473	8,423,094

Included in freehold land and buildings is £2,367,890 (2023 - £2,367,890) of land which is not depreciated.

Page 26

INTEGRAL MEMORY PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

13.Tangible fixed assets (continued)

	Company

	Freehold land and buildings	Short leasehold improvements	Motor vehicles	Fixtures, fittings and equipment	Total
	£	£	£	£	£
Cost
At 1 October 2023	9,052,631	456,394	678,037	2,615,032	12,802,094
Additions	568,066	-	165,009	93,100	826,175
Disposals	-	-	(85,141)	(1,041,979)	(1,127,120)
At 30 September 2024	9,620,697	456,394	757,905	1,666,153	12,501,149
Depreciation
At 1 October 2023	1,711,486	379,144	362,110	2,219,548	4,672,288
Charge for the year on owned assets	291,967	1,105	157,917	158,859	609,848
Disposals	-	-	(43,630)	(1,041,979)	(1,085,609)
At 30 September 2024	2,003,453	380,249	476,397	1,336,428	4,196,527
Net book value
At 30 September 2024	7,617,244	76,145	281,508	329,725	8,304,622
At 30 September 2023	7,341,145	77,250	315,927	395,484	8,129,806

Included in freehold land and buildings is £2,243,500 (2023 - £2,243,500) of land which is not depreciated.

Page 27

INTEGRAL MEMORY PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

14.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost
	At 1 October 2023	136,688
	At 30 September 2024	136,688

Subsidiary undertakings
The following were subsidiary undertakings of the company:
Name	Principal activity	Class of shares	Holding

Just Rams Property SCI*^	Investment in property	Ordinary	95%
Integral Europe SARL	Electrical components distributors	Ordinary	100%
Integral Memory Espana SAU^	Electrical components distributors	Ordinary	100%
Just Rams Limited^	Non-trading	Ordinary	100%
Integral Europe BV^	Electrical components distributors	Ordinary	100%
Integral Europe SRL^	Electrical components distributors	Ordinary	100%
Integral Germany GmbH^	Electrical components distributors	Ordinary	100%

* The accounts of Just Rams Property SCI and of Integral Germany GmbH are prepared for the year to 31 December 2023. The amounts used in the consolidation for this company are for the year ended 30 September 2023.
^ The financial statements of Just Rams Property SCI, Integral Memory Espana SAU, Integral Europe BV, Integral Europe SRL, Integral Germany GmbH and Just Rams Limited are not audited.
The registered offices of the subsidiaries are as follows:
- Just Rams Property SCI - 38 Ter Rue de Verdun, 92150 Suresnes, France
- Integral Europe SARL - 38 Ter Rue de Verdun, 92150 Suresnes, France
- Integral Memory Espana SAU - Doctor Castelo, 44, 28009, Madrid, Spain
- Just Rams Limited - Unit 6 Iron Bridge Close, Iron Bridge Business Park, London, NW10 0UFF
- Integral Europe BV - Keerkring 33, 2801 DG Gouda, The Netherlands
- Integral Europe SRL - Foro Buonaparte n. 68, 20121, Milan, Italy
- Integral Germany GmbH - Gumbelstrasse 2, 80636, Munich, Germany

Page 28

INTEGRAL MEMORY PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

15.	Stocks
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Finished goods and goods for resale	12,425,093	13,374,026	12,425,093	13,374,026

The difference between purchase price or production cost of stocks and their replacement cost is not material.

16.	Debtors
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£


Amounts owed by group undertakings	-	-	108,071	139,784

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Trade debtors	8,816,959	10,126,378	7,367,122	8,324,010
Amounts owed by group undertakings	-	-	846,191	997,898
Other debtors	1,415,059	1,182,720	1,026,469	764,460
Prepayments and accrued income	1,039,702	781,462	1,018,648	763,737
	11,271,720	12,090,560	10,258,430	10,850,105

17.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Cash at bank and in hand	2,499,537	2,239,248	1,170,593	1,000,488

Page 29

INTEGRAL MEMORY PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

18.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Trade creditors	1,909,497	3,834,883	1,788,009	3,530,260
Amounts owed to group undertakings	-	-	252,746	176,098
Corporation tax	17,637	82,294	-	82,294
Other taxation and social security	625,055	714,799	576,864	611,568
Other creditors	7,079,869	6,202,704	7,022,707	6,150,597
Accruals and deferred income	3,241,905	3,315,621	2,838,806	3,142,138
	12,873,963	14,150,301	12,479,132	13,692,955

19.	Financial instruments
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Financial assets
Financial assets measured at fair value through profit or loss	-	-	-	-
Financial assets that are debt instruments measured at amortised cost	10,232,018	11,309,098	9,347,853	10,226,152

	Financial liabilities
	Financial liabilities measured at amortised cost	8,571,772	10,560,995	7,994,971	10,040,554

	Financial assets measured at amortised cost comprise trade and other debtors and amounts owed by group companies.
	Financial liabilities measured at amortised cost comprise trade creditors, other creditors and accruals.

Page 30

INTEGRAL MEMORY PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

20.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

150,000 (2023 - 150,000) Ordinary shares of £1 each	150,000	150,000

All shares have equal rights, and there are no restrictions on the distribution of dividends and the repayment of capital.

21.

Reserves

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.

22.	Pension commitments

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £141,306 (2023 - £132,496).

23.	Commitments under operating leases
	At 30 September 2024 the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

Not later than 1 year	8,472	-
Later than 1 year and not later than 5 years	1,764	-
	10,236	-

The company had no commitments under non-cancellable operating leases at the balance sheet date.

Page 31

INTEGRAL MEMORY PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

24.	Related party transactions

The group/company has taken advantage of the exemption, under FRS 102 paragraph 1.12 and paragraph 33.1A, from disclosing transactions and balances with its wholly owned group companies because group accounts consolidating all group entities are prepared by the ultimate parent undertaking and are publicly available from Companies House. During the year the group/company's related parties made the following transactions with, and the following balances were due from/to, those same related parties:
	2024	2023
	£	£

Net balance owed to the directors	3,654,551	2,782,441
Interest payable in respect of the above balance	186,059	126,846
Rent payable by the group/company to pension and retirement benefit schemes in which the directors are the ultimate beneficiaries	74,600	93,250
Balance owed by the group/company to above pension schemes	79,721	53,050
Balance owed to the company by 95% owned group companies	152,805	175,826
Loan interest charged by the company to 95% owned group companies	8,999	4,188
Net balance owed by the group/company to companies under the control of the directors	2,700,000	2,700,000
Interest payable by the group/company in respect of the above balance	147,375	115,952
Balance owed to the group/company by companies under common control	791,051	748,337

25.	Ultimate parent undertaking and controlling party

The ultimate parent undertaking is Linden Investments Limited, a company incorporated in Guernsey, Channel Islands. Its registered office is Avenue House, St Julian's Avenue, St Peter Port, GW1 1WA. The largest group for which consolidated accounts are available is headed by Integral Memory Plc.
The group is under the control of Mr Sunil Kotecha by virtue of his beneficial interest in the shares held by the ultimate parent company, Linden Investments Limited. Linden Investments Limited holds 127,500 Ordinary shares of £1 each in the company.

Page 32