REGISTERED NUMBER: 07314677 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 May 2025

for

ISDI LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Statement of Financial Position

11

Company Statement of Financial Position

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Statement of Cash Flows

15

Notes to the Consolidated Statement of Cash Flows

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

Mr T Anaxagoras

Mr L Hermans

Mr E F Bullard

Mr A G Innes

Mr Z Gao

REGISTERED OFFICE:

Highgate Buinsess Centre

33 Greenwood Place

London

NW5 1LB

REGISTERED NUMBER:

07314677 (England and Wales)

AUDITORS:

Thorne Lancaster Parker

Chartered Accountants &

Statutory Auditors

5th Floor

Palladium House

1-4 Argyll Street

London

W1F 7TA

ISDI Limited is a global leader in the design and manufacturer of X-ray detectors and high-performance CMOS image sensors for professional markets. ISDI designs CMOS image sensors and other ASICs for the detection of X-rays, visible light, electrons and protons.

REVIEW OF BUSINESS

Year ended 31.05.2025

Year ended 31.05.2024

£

£

Revenue

18,241,074

24,794,057

Gross Profit

4,448,641

5,045,624

Profit / (Loss) before tax

972,080

621,671

EBITDA

1,551,673

1,147,355

ISDI Limited's profitability has improved thanks to growth in sales of its X-ray detectors in industrial markets and the increase in the number customers served. Turnover was reduced compared to the prior year due to the impact of inventory management by customers following the pandemic and subsequent global supply chain crisis.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the business centre on i) supply side and ii) competition in our major markets from low-cost suppliers. Supply side risk is concentrated in wafer fabrication, where yield and wafer cost have a major impact on our gross profit margins. To address the supply side risk, ISDI has embarked on a series of projects to introduce second sources for critical components. To address the market risk posed by low-cost competition, ISDI is developing higher performance products and speciality adapted products that offer greater overall value for money to our customers than lower cost, lower performance products from competitors.

The directors intend to improve the position of the group within its existing markets and enter new adjacent markets through innovative new products leveraging our technology portfolio.

The group has kept close control over costs and inventory levels and will continue to do so in order to maintain and further improve profitability and cash generation in the future.

FUTURE DEVELOPMENTS

ISDI expects profitable growth to resume in financial year 2026. The demand for our products in automated X-ray inspection (AXI) remains robust. Sales for scientific applications are expected to grow rapidly. We expect demand in our core medical imaging market to return to normal in the coming year.

ON BEHALF OF THE BOARD:

Mr A G Innes - Director

20 November 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 May 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the design and manufacturer of X-ray detectors and other high performance CMOS image sensors

DIVIDENDS

No dividends will be distributed for the year ended 31 May 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 June 2024 to the date of this report.

Mr T Anaxagoras

Mr L Hermans

Mr E F Bullard

Mr A G Innes

Mr Z Gao

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 and then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Thorne Lancaster Parker, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr A G Innes - Director

20 November 2025

Opinion

We have audited the financial statements of ISDI Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, 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 affairs as at 31 May 2025 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 Auditors' 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page three, 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 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.

Auditors' responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and

determined that the most significant are those that relate to the reporting framework (FRS 102 and the Companies Act 2006) and compliance with the relevant direct and indirect tax regulation in the United Kingdom. In addition, the

Company has to comply with laws and regulations relating to its operations, including UK employment laws, health and safety, and GDPR.

- We understood how ISDI Limited is complying with those frameworks by making enquires with management and those charged with governance to understand how the group maintains and communicates policies and procedures in these areas. We understood any controls put in place by management to reduce the opportunities of fraudulent transactions.

- We assessed the susceptibility of the group's financial statements to material misstatements including how fraud

might occur through internal team conversations and inquiry of management and those charged with governance.

Through these procedures we determined there to be a risk of management override associated with revenue and a fraud risk around transactions at the year end. We have performed tests of detail, including understanding of the nature of the transactions, verifying that the margin is appropriate, and verifying the clerical accuracy of the revenue recognised. In relation to management override, we selected a sample from the entire population of journals, including manual journals,identifying specific transactions which did not meet our expectations, in order to investigate, understand and agree to source documentation. We selected a sample of revenue transactions recorded before the year end and obtained documentation to verify that revenue adjustments had been recorded in the appropriate period.

- Based on this understanding we designed our audit procedures to identify non-compliance with such laws and

regulations. Our procedures involved verifying that material transactions are recorded in compliance with FRS 102 and where appropriate Companies Act 2006. Compliance with other operational laws and regulations were covered through our inquiry with no indication of non-compliance identified.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Neil Usher BA(Hons) FCA (Senior Statutory Auditor)

for and on behalf of Thorne Lancaster Parker

Chartered Accountants &

Statutory Auditors

5th Floor

Palladium House

1-4 Argyll Street

London

W1F 7TA

20 November 2025

REVENUE

18,241,074

24,794,057

Cost of sales

(13,792,433

)

(19,748,433

)

GROSS PROFIT

4,448,641

5,045,624

R&D expenditure

(2,590,354

)

(3,127,614

)

Administrative expenses

(987,538

)

(1,194,454

)

870,749

723,556

Other operating income

263,361

-

OPERATING PROFIT

4

1,134,110

723,556

Interest payable and similar expenses

5

(162,030

)

(101,885

)

PROFIT BEFORE TAXATION

972,080

621,671

Tax on profit

6

(3,569

)

101,295

PROFIT FOR THE FINANCIAL YEAR

968,511

722,966

Profit attributable to:

Owners of the parent

968,511

722,966

PROFIT FOR THE YEAR

968,511

722,966

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

968,511

722,966

Total comprehensive income attributable to:

Owners of the parent

968,511

722,966

FIXED ASSETS

Intangible assets

8

34,566

51,853

Property, plant and equipment

9

1,262,859

1,200,740

Investments

10

-

-

1,297,425

1,252,593

CURRENT ASSETS

Inventories

11

9,158,511

10,195,959

Debtors

12

3,383,656

4,723,252

Cash at bank

704,059

511,096

13,246,226

15,430,307

CREDITORS

Amounts falling due within one year

13

(6,171,586

)

(9,279,346

)

NET CURRENT ASSETS

7,074,640

6,150,961

TOTAL ASSETS LESS CURRENT LIABILITIES

8,372,065

7,403,554

CAPITAL AND RESERVES

Called up share capital

17

1,173

1,173

Share premium

18

656,383

656,383

Retained earnings

18

7,714,509

6,745,998

SHAREHOLDERS' FUNDS

8,372,065

7,403,554

The financial statements were approved by the Board of Directors and authorised for issue on 20 November 2025 and were signed on its behalf by:

Mr A G Innes - Director

Mr E F Bullard - Director

FIXED ASSETS

Intangible assets

8

-

-

Property, plant and equipment

9

1,223,349

1,162,039

Investments

10

54,115

53,273

1,277,464

1,215,312

CURRENT ASSETS

Inventories

11

7,604,644

7,753,975

Debtors

12

4,541,201

6,829,207

Cash at bank

235,322

192,444

12,381,167

14,775,626

CREDITORS

Amounts falling due within one year

13

(6,051,638

)

(9,099,745

)

NET CURRENT ASSETS

6,329,529

5,675,881

TOTAL ASSETS LESS CURRENT LIABILITIES

7,606,993

6,891,193

CAPITAL AND RESERVES

Called up share capital

17

1,173

1,173

Share premium

18

656,383

656,383

Retained earnings

18

6,949,437

6,233,637

SHAREHOLDERS' FUNDS

7,606,993

6,891,193

Company's profit for the financial year

715,800

685,208

The financial statements were approved by the Board of Directors and authorised for issue on 20 November 2025 and were signed on its behalf by:

Mr A G Innes - Director

Mr E F Bullard - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 June 2023

1,173

6,023,032

656,383

6,680,588

Changes in equity

Total comprehensive income

-

722,966

-

722,966

Balance at 31 May 2024

1,173

6,745,998

656,383

7,403,554

Changes in equity

Total comprehensive income

-

968,511

-

968,511

Balance at 31 May 2025

1,173

7,714,509

656,383

8,372,065

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 June 2023

1,173

5,548,429

656,383

6,205,985

Changes in equity

Total comprehensive income

-

685,208

-

685,208

Balance at 31 May 2024

1,173

6,233,637

656,383

6,891,193

Changes in equity

Total comprehensive income

-

715,800

-

715,800

Balance at 31 May 2025

1,173

6,949,437

656,383

7,606,993

Cash flows from operating activities

Cash generated from operations

1

(620,755

)

(738,577

)

Interest paid

(162,030

)

(101,885

)

Tax paid

(3,569

)

(40,972

)

Taxation refund

-

142,267

Net cash from operating activities

(786,354

)

(739,167

)

Cash flows from investing activities

Purchase of tangible fixed assets

(462,396

)

(455,307

)

Net cash from investing activities

(462,396

)

(455,307

)

Cash flows from financing activities

New loans in year

87,489

-

Amount introduced by directors

1,838,906

77,608

Trade Finance facility

(484,682

)

980,077

Net cash from financing activities

1,441,713

1,057,685

Increase/(decrease) in cash and cash equivalents

192,963

(136,789

)

Cash and cash equivalents at beginning of year

2

511,096

647,885

Cash and cash equivalents at end of year

2

704,059

511,096

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

972,080

621,671

Depreciation charges

417,563

335,256

Finance costs

162,030

101,885

1,551,673

1,058,812

Decrease in inventories

1,037,448

1,174,423

Decrease/(increase) in trade and other debtors

1,339,596

(878,523

)

Decrease in trade and other creditors

(4,549,472

)

(2,093,289

)

Cash generated from operations

(620,755

)

(738,577

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 May 2025

31.5.25

1.6.24

£

£

Cash and cash equivalents

704,059

511,096

Year ended 31 May 2024

31.5.24

1.6.23

£

£

Cash and cash equivalents

511,096

647,885

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.6.24

Cash flow

At 31.5.25

£

£

£

Net cash

Cash at bank

511,096

192,963

704,059

511,096

192,963

704,059

Debt

Debts falling due within 1 year

(1,948,309

)

397,193

(1,551,116

)

(1,948,309

)

397,193

(1,551,116

)

Total

(1,437,213

)

590,156

(847,057

)

1.	STATUTORY INFORMATION

ISDI Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2022, is being amortised evenly over its estimated useful life of five years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful

life.

Short leasehold - Over the term of the lease

Plant and machinery - Over 1-10 years on cost

Computer equipment - 25% on cost

Fixtures and fittings - 25% on cost

Stocks

Inventories are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

The group has chosen to adopt Section 11 of FRS 102 in respect of financial instruments as it has only basic financial instruments.

a) Basic financial assets

Trade and other debtors, and bank balances, which are due within one year are initially recognised at transaction price and subsequently carried at amortised cost being the transaction price less any amounts settled and any impairment losses.

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

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

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

b) Basic financial liabilities and equity

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

Trade creditors, and other creditors are initially recognised at transaction price and subsequently carried at amortised cost, being transaction price less any amounts settled.

Other loans are initially recognised at the transaction price, including transaction costs and subsequently measured at amortised cost using the effective interest method. Interest expense is recognised on the basis of the effective interest method and is included in interest payable and other similar charges.

Basic financial liabilities are derecognised when the contractual obligation is discharged, cancelled or expired.

c) Equity instruments

The ordinary share capital of the company is classified as equity and recorded at fair value of the cash or other resources received or receivable, net of direct costs of issuing the equity instruments.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and Salaries

1,425,178

1,605,168

Social security costs

170,234

178,435

Other pension costs

37,269

37,114

1,632,681

1,820,717

The average number of employees during the year was as follows:

2025

2024

Directors

5

5

Technical and admin staff

27

28

32

33

2025

2024

£

£

Director's remuneration

152,343

298,583