REGISTERED NUMBER: 15634429 (England and Wales)

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 30 June 2025

for

Isocom Components UK Holdings Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

J R Elvin

J Lavender

G McBeth

D D Quinn

REGISTERED OFFICE:

C/o Foresight Group Llp The Shard

32 London Bridge Street

London

SE1 9SG

REGISTERED NUMBER:

15634429 (England and Wales)

SENIOR STATUTORY AUDITOR:

Martin Hobson BA(Hons) FCCA

AUDITORS:

Clive Owen LLP

Chartered Accountants

& Statutory Auditors

140 Coniscliffe Road

Darlington

County Durham

DL3 7RT

The directors present their report with the financial statements of the company and the group for the year ended 30 June 2025.

DIVIDENDS

No dividends will be distributed for the year ended 30 June 2025.

DIRECTORS

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

J R Elvin

J Lavender

G McBeth

Other changes in directors holding office are as follows:

J R Wilson - appointed 14 August 2024

D D Quinn was appointed as a director after 30 June 2025 but prior to the date of this report.

J R Wilson ceased to be a director after 30 June 2025 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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). 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;

-	state whether applicable 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 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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Clive Owen LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

D D Quinn - Director

23 December 2025

Opinion

We have audited the financial statements of Isocom Components UK Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 30 June 2025 and of the group's loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 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 two, 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, to detect material misstatements in respect of irregularities, including fraud. Our audit must be alert to the risk of manipulation of the financial statements and seek to understand the incentives and opportunities for management to achieve this.

We undertake the following procedures to identify and respond to these risks of non-compliance:

- Understanding the key legal and regulatory frameworks that are applicable to the Group. We communicated identified laws and regulations throughout the audit team and remained alert to any indications of non-compliance throughout the audit. We determined the most significant of these to be financial reporting legislation, taxation legislation, health & safety, and employment law. We have also sighted their RoHS statement, their REACH statement, conflict minerals statement and California Proposition 65 statement.

- Enquiry of directors and management as to policies and procedures to ensure compliance and any known instances of non-compliance

- Review of board minutes

- Enquiry of directors and management as to areas of the financial statements susceptible to fraud and how these risks are managed

- Challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements. There are no key areas of uncertainty to note.

- Identifying and testing unusual journal entries, with a particular focus on manual journal entries.

Through these procedures, we did not become aware of actual or suspected non-compliance.

We planned and performed our audit in accordance with auditing standards but owing to the inherent limitations of procedures required in these areas, there is an unavoidable risk that we may not have detected a material misstatement in the accounts. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. 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 concealment, collusion, forgery, misrepresentations, or override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities 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.

Martin Hobson BA(Hons) FCCA (Senior Statutory Auditor)

for and on behalf of Clive Owen LLP

Chartered Accountants

& Statutory Auditors

140 Coniscliffe Road

Darlington

County Durham

DL3 7RT

23 December 2025

TURNOVER

3

5,006,708

562,496

Cost of sales

(3,277,893

)

(344,598

)

GROSS PROFIT

1,728,815

217,898

Distribution costs

(235,373

)

(44,948

)

Administrative expenses

(1,633,847

)

(176,382

)

OPERATING LOSS

5

(140,405

)

(3,432

)

Interest receivable and similar income

2,120

2,699

(138,285

)

(733

)

Interest payable and similar expenses

6

(740,821

)

(73,302

)

LOSS BEFORE TAXATION

(879,106

)

(74,035

)

Tax on loss

7

(62,793

)

(36,379

)

LOSS FOR THE FINANCIAL YEAR

(941,899

)

(110,414

)

Loss attributable to:

Owners of the parent

(941,899

)

(110,414

)

LOSS FOR THE YEAR

(941,899

)

(110,414

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(941,899

)

(110,414

)

Total comprehensive income attributable to:

Owners of the parent

(941,899

)

(110,414

)

FIXED ASSETS

Intangible assets

9

5,316,606

5,901,854

Tangible assets

10

173,099

202,264

Investments

11

8

8

5,489,713

6,104,126

CURRENT ASSETS

Stocks

12

688,154

1,081,117

Debtors

13

882,604

1,381,557

Cash at bank

1,164,953

815,465

2,735,711

3,278,139

CREDITORS

Amounts falling due within one year

14

(1,882,613

)

(2,210,632

)

NET CURRENT ASSETS

853,098

1,067,507

TOTAL ASSETS LESS CURRENT LIABILITIES

6,342,811

7,171,633

CREDITORS

Amounts falling due after more than one year

15

(6,257,285

)

(6,137,856

)

PROVISIONS FOR LIABILITIES

19

(42,839

)

(49,191

)

NET ASSETS

42,687

984,586

CAPITAL AND RESERVES

Called up share capital

20

1,000

1,000

Share premium

21

1,094,000

1,094,000

Retained earnings

21

(1,052,313

)

(110,414

)

SHAREHOLDERS' FUNDS

42,687

984,586

The financial statements were approved by the Board of Directors and authorised for issue on 23 December 2025 and were signed on its behalf by:

D D Quinn - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

8,846,154

8,835,158

8,846,154

8,835,158

CURRENT ASSETS

Debtors

13

1,957

67,512

CREDITORS

Amounts falling due within one year

14

(2,338,201

)

(1,771,368

)

NET CURRENT LIABILITIES

(2,336,244

)

(1,703,856

)

TOTAL ASSETS LESS CURRENT LIABILITIES

6,509,910

7,131,302

CREDITORS

Amounts falling due after more than one year

15

(6,257,285

)

(6,137,856

)

NET ASSETS

252,625

993,446

CAPITAL AND RESERVES

Called up share capital

20

1,000

1,000

Share premium

21

1,094,000

1,094,000

Retained earnings

21

(842,375

)

(101,554

)

SHAREHOLDERS' FUNDS

252,625

993,446

Company's loss for the financial year

(740,821

)

(101,554

)

The financial statements were approved by the Board of Directors and authorised for issue on 23 December 2025 and were signed on its behalf by:

D D Quinn - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

1,000

-

1,094,000

1,095,000

Total comprehensive income

-

(110,414

)

-

(110,414

)

Balance at 30 June 2024

1,000

(110,414

)

1,094,000

984,586

Changes in equity

Total comprehensive income

-

(941,899

)

-

(941,899

)

Balance at 30 June 2025

1,000

(1,052,313

)

1,094,000

42,687

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

1,000

-

1,094,000

1,095,000

Total comprehensive income

-

(101,554

)

-

(101,554

)

Balance at 30 June 2024

1,000

(101,554

)

1,094,000

993,446

Changes in equity

Total comprehensive income

-

(740,821

)

-

(740,821

)

Balance at 30 June 2025

1,000

(842,375

)

1,094,000

252,625

Cash flows from operating activities

Cash generated from operations

1

1,730,283

(447,060

)

Interest paid

(158,431

)

(15,712

)

Tax paid

(361,651

)

-

Net cash from operating activities

1,210,201

(462,772

)

Cash flows from investing activities

Purchase of tangible fixed assets

(15,615

)

(5,095

)

Purchase of trading subsidiary

-

(5,257,223

)

Interest received

2,120

2,699

Net cash from investing activities

(13,495

)

(5,259,619

)

Cash flows from financing activities

New loans in year

-

1,887,856

Loan repayments in year

(400,000

)

(100,000

)

Loan notes in the year

-

4,750,000

Fees

(3,604

)

-

Repayment of consideration

(443,614

)

-

Net cash from financing activities

(847,218

)

6,537,856

Increase in cash and cash equivalents

349,488

815,465

Cash and cash equivalents at beginning of year

2

815,465

-

Cash and cash equivalents at end of year

2

1,164,953

815,465

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

Period

10.4.24

Year Ended

to

30.6.25

30.6.24

£

£

Loss before taxation

(879,106

)

(74,035

)

Depreciation charges

641,024

55,762

Forex movement

173,785

24,865

Finance costs

740,821

73,302

Finance income

(2,120

)

(2,699

)

674,404

77,195

Decrease in stocks

392,963

33,132

Decrease/(increase) in trade and other debtors

620,390

(237,284

)

Increase/(decrease) in trade and other creditors

42,526

(320,103

)

Cash generated from operations

1,730,283

(447,060

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 June 2025

30.6.25

1.7.24

£

£

Cash and cash equivalents

1,164,953

815,465

Period ended 30 June 2024

30.6.24

10.4.24

£

£

Cash and cash equivalents

815,465

-

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.7.24

Cash flow

At 30.6.25

£

£

£

Net cash

Cash at bank

815,465

349,488

1,164,953

815,465

349,488

1,164,953

Debt

Debts falling due within 1 year

(400,000

)

-

(400,000

)

Debts falling due after 1 year

(6,137,856

)

377,571

(5,760,285

)

(6,537,856

)

377,571

(6,160,285

)

Total

(5,722,391

)

727,059

(4,995,332

)

1.	STATUTORY INFORMATION

Isocom Components UK Holdings 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.

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.

There were no material departures from that standard.

The principal accounting policies adopted in the preparation of the financial statements are set out below.

The prior period covers the period from incorporation of the holding company on 10 April 2024 to 30 June 2024. It also consolidated in the results from the trading subsidiary Isocom Components 2004 Limited, from the date the subsidiary was acquired by the holding company on 24 May 2024.

Basis of consolidation

The financial statements consolidate the financial statements of Isocom Components UK Holdings Limited and its subsidiary Isocom Components 2004 Limited. All of the entities financial statements are made up to 30 June 2025 and transactions between the group companies have been eliminated on consolidation.

Two further dormant companies within the group have been excluded from consolidation on the grounds of not being material to the group. They are instead accounted for at cost less impairment within the consolidated financial statements. Those companies being Litecom Semiconductors Limited (a UK registered company) and Isocom Components Asia Limited (a Hong Kong registered company).

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future, and for a period of at least twelve months after the date of approval. The directors therefore continue to use the going concern basis of accounting in preparing the financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and estimates

Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made include:

Stock provisions - Management applies procedures to identify defective, slow moving and obsolete stocks.

Foreign exchange - The group purchases and sells goods in foreign currencies. Management initially applies an estimate to the spot rates relevant for the transactions, and then at the end of each month performs retranslations.

Fixed asset investments - management have to consider if any impairment is required in relation to the investment in the subsidiary company. The trading results and any other information in relation to the subsidiary are considered as part of this process. The same applies in relation to goodwill in the group accounts.

Turnover

Turnover represents the sale of goods and services manufactured and despatched during the period, net of VAT and trade discounts.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on despatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the group and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2024, is being amortised evenly over its estimated useful life of ten 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

-

5% on cost

Plant and machinery

-

15% and 20% on cost

Fixtures and fittings

-

15% on cost

Motor vehicles

-

20% on cost

Computer equipment

-

33% on cost

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

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct material costs.

In assessing the estimated selling price the director's consider the potential for obsolescence. This includes reviewing the detailed stock listing to check for items that may now be difficult to sell due to the age or condition of the stock. If any such items are identified then a provision is made. This involves an element of estimation uncertainty.

Financial instruments

Debtors - short term debtors are measured at transaction price, less any impairment.

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

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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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.

Invoice financing

The invoice discounting debtor represents amounts received in respect of financed debts. There is full recourse to the company for losses on debts, and so the financed debts continue to be recognised on the balance sheet. Interest and other charges relating to invoice discounting are recognised in the profit and loss account over the relevant period.

3.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market for the year ended 30 June 2025 is given below:

£

United Kingdom

176,291

Europe

1,040,233

Asia

2,674,878

North America

1,061,014

Rest of the World

54,292

5,006,708

This analysis is not considered to be applicable to the period ended 30 June 2024.