IRIS Accounts Production v25.4.12.37 05822155 Board of Directors 1.1.24 31.12.24 31.12.24 Medium entities The principal activity in the year continued to be the development and production of discrete power testers for the semi-conductor industry. true false true true false false true false These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. 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REGISTERED NUMBER: 05822155 (England and Wales)

IP TEST LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

| IP TEST LIMITED (REGISTERED NUMBER: 05822155) |

CONTENTS OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page |

| Company Information | 1 |

| Strategic Report | 2 |

| Report of the Directors | 3 |

| Report of the Independent Auditors | 5 |

| Income Statement | 8 |

| Other Comprehensive Income | 9 |

| Balance Sheet | 10 |

| Statement of Changes in Equity | 11 |

| Cash Flow Statement | 12 |

| Notes to the Cash Flow Statement | 13 |

| Notes to the Financial Statements | 14 |

| IP TEST LIMITED |

COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2024

| DIRECTORS: | Mr D C Malaos

| Dr C McCarthy

| Mr F Prestigiacomo

| Mr L Civita

| REGISTERED OFFICE: | Compass House

| (Ground Floor)

| 60 Priestly Road

| Guildford

| Surrey

| GU2 7AG

| REGISTERED NUMBER: | 05822155 (England and Wales)

| AUDITORS: | Rothmans Audit LLP

| Statutory Auditors

| Chartered Accountants

| Fryern House

| 125 Winchester Road

| Chandlers Ford

| Eastleigh

| Hampshire

| SO53 2DR

| IP TEST LIMITED (REGISTERED NUMBER: 05822155) |

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

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

PRINCIPAL ACTIVITIES

The principal activity in the year continued to be the development and production of discrete power testers for the semiconductor industry.

REVIEW OF BUSINESS

Market uncertainty affected the semiconductor industry around the world in 2024. This resulted in a challenging year for ipTest. However, despite these challenging times, we managed to extend our market penetration in testing high performance wide band gap semiconductors. We won several new customer accounts which offset the reduction seen from our larger IDM customers, who all consolidated during the year. This consolidation occurred due to a softening in demand in the Electric Vehicle (EV) market which affected their revenues.

We continued to invest in our R&D activities and increased the size of the team and investment in new projects. From these efforts we launched a new high power short circuit and dynamic switch tester known as "DS6 Pulsar". The success of this product launch has already been realised with new customers outside of our typical application space. Many of these wins will go to production in 12-18 months where greater revenue will be realised. A further two additional R&D pipeline projects were initiated to target new applications in consumer and industrial markets, giving us a wider reach outside of automotive markets.

The business went thought an ownership change during the year and joined a new consortium with five other semiconductor companies. This opened opportunities for finding synergies in sales where we now have a great access to a wider customer base. Due to this acquisition, we experienced one off non-recurring costs of £7.8M, which are reflected in the accounts.

KEY PERFORMANCE INDICATORS

The overall semiconductor market in 2024 was shown to be significantly volatile with a glut of semiconductors remaining in the market. This led to a downward pressure on the need for additional test capacity at our end customers. On top of this, the EV market went into a cyclical downturn and led to our customers shifting out many of their projects into 2025 and beyond. Due to these factors, we suffered a drop in revenue to £8.5m (2023 £15.3m) with a market recovery expected in 2025. The Key performance indicators for management are revenue as above, gross profit margin 46.4% (2023: 36.0%) and overheads £12.6m (2023: £5.2m).

The senior management team reviews KPIs of the business at its regular management meetings where mitigation actions are deployed for KPI's not trending positively. These KPIs measure the company performance for supplying our customers on time, as well as execution of new product development against key milestones.

PRINCIPAL RISKS AND UNCERTAINTIES

The main risks to the business came from the continued volatility in the market which makes operational planning difficult. Our main mitigation is to diversify our customer base into adjacent markets in consumer and industrial where the customer base and demand is more robust. The company continues to follow the ISO 9001 management system and was again certified in 2024 after an external audit. This management system ensures a comprehensive and robust management system is in place to deliver on our commitments.

ON BEHALF OF THE BOARD:

Mr L Civita - Director

13 March 2026

| IP TEST LIMITED (REGISTERED NUMBER: 05822155) |

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

Total interim dividends of £Nil (2023: £1,470,000) were paid during the year. This is split £Nil (2023: £45,000) preference share dividends and £Nil (2023: £1,425,000) ordinary share dividends.

RESEARCH AND DEVELOPMENT

The company's research and development activities are focused on continuing to develop cutting edge technology within the semiconductor industry to meet the needs of customers.

FUTURE DEVELOPMENTS

The main focus on future developments for the company is to take advantage of developing services and the explosive growth in the wide bandgap semiconductor industry.

DIRECTORS

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

Mr D C Malaos

Dr C McCarthy

Other changes in directors holding office are as follows:

Mr A M Middleton - resigned 3 July 2024

Mr R T Denyer - resigned 3 July 2024

Mr J R Mace - resigned 3 July 2024

Dr B J Mulady - resigned 3 July 2024

Mr F Prestigiacomo - appointed 3 July 2024

Mr L Civita - appointed 3 July 2024

FINANCIAL INSTRUMENTS

The company's operations expose it to a variety of financial risks that include the effects of credit risk, liquidity risk, price risk and interest rate risk. The company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company by monitoring levels of debt finance and the related finance costs.

The company's principal financial instruments comprise trade debtors, trade creditors, bank balances, bank loans and intercompany loans. The risks applicable to the financial instruments are managed by the company.

Liquidity risk is managed by maintaining a strong cash balance to ensure the company is able to maintain its short-term debt obligations. In respect of bank loans the company manages its liquidity risk by ensuring there are sufficient funds to meet the payments as they fall due.

Trade debtors are managed in respect of credit and cashflow risk by policies concerning the credit offered to customers and regular monitoring of both amounts outstanding and credit limits.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet the amounts due.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

The company has put in place qualifying third party indemnity provisions for all of the directors of IP Test Limited.

| IP TEST LIMITED (REGISTERED NUMBER: 05822155) |

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

- | select suitable accounting policies and then apply them consistently;

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

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

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

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 company'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 company's auditors are aware of that information.

AUDITORS

The auditors, Rothmans Audit LLP will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr L Civita - Director

13 March 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

IP TEST LIMITED

Opinion

We have audited the financial statements of IP Test Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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 company's affairs as at 31 December 2024 and of its loss for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Emphasis of matter

We draw attention to note 9 to the financial statements which explains details of a prior year adjustment made in respect of the timing of revenue recognition and the presentation of stock. Our opinion is not modified in respect of these matters.

Other information

The directors are responsible for the other information. The other information comprises the information in the 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 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 Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

IP TEST LIMITED

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the 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, or returns adequate for our audit have not been received from branches not visited by us; or

- | the financial statements are not in agreement with the accounting records and returns; or

- | certain disclosures of directors' remuneration specified by law are not made; or

- | we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

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:

We obtained an understanding of the legal and regulatory framework that the Company operates in, focusing on those laws and regulations that had a direct effect on the Financial Statements or that had a fundamental effect on the operations of the entity. The key laws and regulations we considered in this context included the UK Companies Act and Health & Safety regulations.

Discussions were held within the engagement team regarding how and where fraud might occur in the Financial Statements and any potential indicators of fraud. As part of this discussion, we identified potential risk areas such as the completeness and existence of revenue and management override of controls. Audit procedures were designed to ensure all the risks were addressed.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

| o |  | enquiring of management as to actual and potential litigation claims; and |  |

| o |  | reviewing any correspondence with regulators and the entities' legal advisors. |  |

To address the risk of fraud through management bias and override of controls, we:

| o |  | performed analytical procedures to identify any unusual or unexpected relationships; |  |

| o |  | tested journal entries to identify unusual transactions and bias; |  |

o |  | assessed whether judgements and assumptions contained any indication of potential bias. |  |

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

IP TEST LIMITED

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.

Kevin Richards ACA FCCA (Senior Statutory Auditor)

for and on behalf of Rothmans Audit LLP

Statutory Auditors

Chartered Accountants

Fryern House

125 Winchester Road

Chandlers Ford

Eastleigh

Hampshire

SO53 2DR

17 March 2026

| IP TEST LIMITED (REGISTERED NUMBER: 05822155) |

INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

2024 | 2023 |

as restated |

| Notes | £ | £

TURNOVER | 3 | 8,539,150 |  | 15,341,670 |  |

Cost of sales | 4,573,391 |  | 9,814,829 |  |

GROSS PROFIT | 3,965,759 |  | 5,526,841 |  |

Administrative expenses | 12,561,929 |  | 5,201,878 |  |

(8,596,170 | ) | 324,963 |  |

Other operating income | 75,246 |  | - |  |

OPERATING (LOSS)/PROFIT | 5 | (8,520,924 | ) | 324,963 |  |

Interest receivable and similar income | 39,534 |  | 68,165 |  |

(8,481,390 | ) | 393,128 |  |

Interest payable and similar expenses | 6 | 44,287 |  | 19,148 |  |

(LOSS)/PROFIT BEFORE TAXATION | (8,525,677 | ) | 373,980 |  |

Tax on (loss)/profit | 7 | (181,515 | ) | 49,094 |  |

(LOSS)/PROFIT FOR THE FINANCIAL YEAR | (8,344,162 | ) | 324,886 |  |

| IP TEST LIMITED (REGISTERED NUMBER: 05822155) |

OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

2024 | 2023 |

as restated |

| Notes | £ | £

(LOSS)/PROFIT FOR THE YEAR | (8,344,162 | ) | 324,886 |  |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (8,344,162 | ) | 324,886 |  |

| Note

Prior year adjustment | 9 | (598,877 | ) |

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT | (8,943,039 | ) |

| IP TEST LIMITED (REGISTERED NUMBER: 05822155) |

BALANCE SHEET

31 DECEMBER 2024

2024 | 2023 |

as restated |

| Notes | £ | £ | £ | £

FIXED ASSETS

Tangible assets | 11 | 1,258,665 |  | 1,261,047 |  |

CURRENT ASSETS

Stocks | 12 | 2,511,226 |  | 3,034,128 |  |

Debtors | 13 | 3,271,341 |  | 3,354,722 |  |

Cash at bank | 973,588 |  | 4,317,619 |  |

6,756,155 |  | 10,706,469 |  |

CREDITORS

Amounts falling due within one year | 14 | 7,722,578 |  | 3,076,481 |  |

NET CURRENT (LIABILITIES)/ASSETS | (966,423 | ) | 7,629,988 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 292,242 |  | 8,891,035 |  |

CREDITORS

Amounts falling due after more than one year | 15 | (164,519 | ) | (219,588 | ) |

PROVISIONS FOR LIABILITIES | 18 | - |  | (199,562 | ) |

NET ASSETS | 127,723 |  | 8,471,885 |  |

CAPITAL AND RESERVES

Called up share capital | 19 | 9,500 |  | 9,500 |  |

Retained earnings | 20 | 118,223 |  | 8,462,385 |  |

SHAREHOLDERS' FUNDS | 127,723 |  | 8,471,885 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 13 March 2026 and were signed on its behalf by:

Mr L Civita - Director

| IP TEST LIMITED (REGISTERED NUMBER: 05822155) |

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

Called up |  |

share | Retained | Total |

capital | earnings | equity |

| £ | £ | £

Balance at 1 January 2023 | 9,500 |  | 9,607,499 |  | 9,616,999 |  |

Changes in equity

Dividends | - |  | (1,470,000 | ) | (1,470,000 | ) |

Total comprehensive income | - |  | 923,763 |  | 923,763 |  |

Balance at 31 December 2023 | 9,500 |  | 9,061,262 |  | 9,070,762 |  |

Prior year adjustment | - |  | (598,877 | ) | (598,877 | ) |

As restated | 9,500 |  | 8,462,385 |  | 8,471,885 |  |

Changes in equity

Total comprehensive income | - |  | (8,344,162 | ) | (8,344,162 | ) |

Balance at 31 December 2024 | 9,500 |  | 118,223 |  | 127,723 |  |

| IP TEST LIMITED (REGISTERED NUMBER: 05822155) |

CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

2024 | 2023 |

as restated |

| Notes | £ | £

Cash flows from operating activities

Cash generated from operations | 1 | (7,321,923 | ) | 4,362,666 |  |

Interest paid | (668 | ) | (1,373 | ) |

Tax paid | (45,014 | ) | (960,001 | ) |

Net cash from operating activities | (7,367,605 | ) | 3,401,292 |  |

Cash flows from investing activities

Purchase of tangible fixed assets | (461,030 | ) | (1,115,781 | ) |

Sale of tangible fixed assets | 57,680 |  | - |  |

Interest received | 39,534 |  | 33,366 |  |

Net cash from investing activities | (363,816 | ) | (1,082,415 | ) |

Cash flows from financing activities

New loans in year | 4,398,038 |  | - |  |

Loan repayments in year | (10,648 | ) | (9,205 | ) |

Equity dividends paid | - |  | (1,470,000 | ) |

Net cash from financing activities | 4,387,390 |  | (1,479,205 | ) |

(Decrease)/increase in cash and cash equivalents | (3,344,031 | ) | 839,672 |  |

Cash and cash equivalents at beginning of year | 2 | 4,317,619 |  | 3,477,947 |  |

Cash and cash equivalents at end of year | 2 | 973,588 |  | 4,317,619 |  |

| IP TEST LIMITED (REGISTERED NUMBER: 05822155) |

NOTES TO THE CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

1. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024 | 2023 |

as restated |

| £ | £

| (Loss)/profit before taxation | (8,525,677 | ) | 373,980 |  |

| Depreciation charges | 405,106 |  | 219,741 |  |

| Loss on disposal of fixed assets | 626 |  | 1,512 |  |

| Finance costs | 44,287 |  | 19,148 |  |

| Finance income | (39,534 | ) | (68,165 | ) |

(8,115,192 | ) | 546,216 |  |

| Decrease/(increase) in stocks | 522,902 |  | (167,172 | ) |

| Decrease in trade and other debtors | 140,580 |  | 2,910,430 |  |

| Increase in trade and other creditors | 129,787 |  | 1,073,192 |  |

| Cash generated from operations | (7,321,923 | ) | 4,362,666 |  |

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 31 December 2024

| 31/12/24 |  | 1/1/24

| £ | £

| Cash and cash equivalents | 973,588 |  | 4,317,619 |  |

| Year ended 31 December 2023

| 31/12/23 |  | 1/1/23

as restated |

| £ | £

| Cash and cash equivalents | 4,317,619 |  | 3,477,947 |  |

3. | ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

| Other |

| non-cash |

| At 1/1/24 | Cash flow | changes | At 31/12/24

| £ | £ | £ | £

| Net cash |

| Cash at bank | 4,317,619 |  | (3,344,031 | ) | 973,588 |  |

4,317,619 |  | (3,344,031 | ) | 973,588 |  |

| Debt

| Debts falling due

| within 1 year | (9,936 | ) | (4,387,390 | ) | (10,895 | ) | (4,408,221 | ) |

| Debts falling due

| after 1 year | (23,274 | ) | - |  | 10,228 |  | (13,046 | ) |

(33,210 | ) | (4,387,390 | ) | (667 | ) | (4,421,267 | ) |

| Total | 4,284,409 |  | (7,731,421 | ) | (667 | ) | (3,447,679 | ) |

| IP TEST LIMITED (REGISTERED NUMBER: 05822155) |

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1. | STATUTORY INFORMATION

| IP Test Limited was incorporated on 18 May 2006 under the Companies Act 1985, as a private limited company and is registered in England and Wales. The principal activity of IP Test Limited is that of the the development and production of discrete power testers for the semiconductor industry. The address of its head office and registered office is Compass House (Ground Floor), 60 Priestly Road, Guildford, Surrey, GU2 7AG.

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.

| The presentation currency is £ sterling.

| Going concern

| The financial statements have been prepared on the going concern basis.

| Significant judgements and estimates

| The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

| The following judgements have had the most significant effect on amounts recognised in the financial statements.

| a) Leases that do not transfer substantially all of the risks and rewards of ownership are classified as an operating lease and are not included in the balance sheet.

| The following estimates have had the most significant effect on amounts recognised in the financial statements.

| a) Stock is recognised at the lower of cost and net realisable value. Net realisable value represents the estimated selling price less all attributable costs. A stock provision is recognised for any stock that management deem obsolete. Stock is deemed obsolete if it is over 6 months old and/or greater than 6 months usage is held in stock at the year end.

| No provision is made for finished goods stock held at customers premises.

| Turnover

| Turnover represents both the provision of refurbishment and maintenance services and the manufacture and sale of electronic industrial process control equipment.

| Turnover relating to the provision of refurbishment and maintenance services represents amounts invoiced during the year (net of value added tax where applicable). Turnover is recognised when the service is provided, and is adjusted for accrued and deferred income where applicable.

| Turnover relating to the manufacture and sale of electronic industrial process and control equipment represents net sales during the period (excluding value added tax), adjusted for accrued and deferred income where applicable. Turnover is recognised when the risks and rewards of ownership have passed, which is generally once the product is despatched, unless special agreement have been made with the customer whereby the revenue is recognised when accepted and installed.

| IP TEST LIMITED (REGISTERED NUMBER: 05822155) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Tangible fixed assets

| All tangible fixed assets are initially recognised at cost and subsequently carried at cost less accumulated depreciation.

| The cost of tangible fixed assets initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in a manner intended by management.

| Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows:

| Plant and machinery |  | - 20% on cost |  |

| Fixtures and fittings |  | - 20% on cost |  |

| Leasehold improvements have been depreciated over the length of the lease to which they relate.

| The assets' residual values and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.

| Tangible fixed assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in the Income Statement.

| Stocks

| Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

| Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

| Financial instruments

| The company only has financial assets and liabilities of the kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and debt instruments are subsequently measured at amortised cost.

| Taxation

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

| Current tax is recognised at the amount of tax payable using the tax rates and laws that that have been enacted or substantively enacted by the balance sheet date.

| 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.

| Pension costs and other post-retirement benefits

| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the Income Statement in the period to which they relate.

| IP TEST LIMITED (REGISTERED NUMBER: 05822155) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Dividends

| Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

| Research and development

| Expenditure on research and development is written off in the year in which it is incurred.

| Leases

| Where assets are financed by leasing agreements that give rights approximating to ownership, the assets are treated as if they have been purchased outright. The amount capitalised is their fair value of the asset concerned. The corresponding liability to the leasing company is included as an obligation under finance leases.

| Depreciation on leased assets is charged to the Income Statement over the shorter of the lease term and their useful life. Leasing payments are treated as consisting of capital and interest elements, and interest is charged to the Income Statement on a straight line basis which is considered to be a reasonable approximation to a constant rate of charge on the outstanding balance.

| All other leases are treated as 'operating leases' and the relevant annual rentals are charged to the Income Statement on a straight line basis over the lease term.

3. | TURNOVER

| The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the company.

| An analysis of turnover by class of business is given below:

2024 | 2023 |

as restated |

| £ | £

| System sales | 4,934,561 |  | 11,763,504 |  |

| Spares & refurbishment | 3,224,351 |  | 3,450,337 |  |

| Service sales | 380,238 |  | 127,829 |  |

8,539,150 |  | 15,341,670 |  |

| An analysis of turnover by geographical market is given below:

2024 | 2023 |

as restated |

| £ | £

| United Kingdom | 51,932 |  | 282,858 |  |

| Asia | 5,146,680 |  | 11,585,504 |  |

| EMEA | 2,554,545 |  | 2,509,906 |  |

| North America | 785,993 |  | 963,402 |  |

8,539,150 |  | 15,341,670 |  |

4. | EMPLOYEES AND DIRECTORS

2024 | 2023 |

as restated |

| £ | £

| Wages and salaries | 8,170,202 |  | 3,786,415 |  |

| Social security costs | 1,022,500 |  | 390,066 |  |

| Other pension costs | 1,005,739 |  | 283,126 |  |

10,198,441 |  | 4,459,607 |  |

| IP TEST LIMITED (REGISTERED NUMBER: 05822155) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

4. | EMPLOYEES AND DIRECTORS - continued

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

2024 | 2023 |

as restated |

| Admin & finance | 13 |  | 15 |  |

| Directors | 3 |  | 3 |  |

| Manufacturing & testing | 30 |  | 22 |  |

| R&D | 9 |  | 10 |  |

| Sales & marketing | 14 |  | 12 |  |

| Support | 11 |  | 14 |  |

80 |  | 76 |  |

2024 | 2023 |

as restated |

| £ | £

| Directors' remuneration | 4,332,957 |  | 451,555 |  |

| Directors' pension contributions to money purchase schemes | 35,339 |  | 24,000 |  |

| The number of directors to whom retirement benefits were accruing was as follows:

| Money purchase schemes | 2 |  | 2 |  |

| Information regarding the highest paid director is as follows:

2024 | 2023 |

as restated |

| £ | £

| Emoluments etc | 2,824,250 |  | 220,589 |  |

| Pension contributions to money purchase schemes | 11,750 |  | 13,000 |  |

5. | OPERATING (LOSS)/PROFIT

| The operating loss (2023 - operating profit) is stated after charging:

2024 | 2023 |

as restated |

| £ | £

| Depreciation - owned assets | 405,106 |  | 219,741 |  |

| Loss on disposal of fixed assets | 626 |  | 794 |  |

| Foreign exchange differences | 40,830 |  | 300,168 |  |

| Operating leases | 438,538 |  | 551,310 |  |

| Auditors remuneration | 25,625 |  | 25,000 |  |

| Movement on stock provision | 860,758 |  | 2,225,402 |  |

6. | INTEREST PAYABLE AND SIMILAR EXPENSES |

2024 | 2023 |

as restated |

| £ | £

| Bank loan interest | 668 |  | 1,373 |  |

| Other similar charges | 43,619 |  | 17,775 |  |

44,287 |  | 19,148 |  |

| IP TEST LIMITED (REGISTERED NUMBER: 05822155) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

7. | TAXATION

| Analysis of the tax (credit)/charge

| The tax (credit)/charge on the loss for the year was as follows:

2024 | 2023 |

as restated |

| £ | £

| Current tax:

| Over/under provision in prior

| year | - |  | (60,942 | ) |

| R&D tax credit | 18,047 |  | - |  |

| Total current tax | 18,047 |  | (60,942 | ) |

| Deferred tax | (199,562 | ) | 110,036 |  |

| Tax on (loss)/profit | (181,515 | ) | 49,094 |  |

| Reconciliation of total tax (credit)/charge included in profit and loss

| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024 | 2023 |

as restated |

| £ | £

| (Loss)/profit before tax | (8,525,677 | ) | 373,980 |  |

| (Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.500%) | (2,131,419 | ) | 87,885 |  |

| Effects of:

| Expenses not deductible for tax purposes | 459,129 |  | 4,554 |  |

| Adjustments to tax charge in respect of previous periods | - |  | (60,942 | ) |

| Difference between pension charge and cash contributions | - |  | 6,149 |  |

| Super deduction | - |  | (1,420 | ) |

| Other timing differences | - |  | (557 | ) |

| Movement on deferred tax due to change in rate | - |  | 13,425 |  |

| Movement on deferred tax not provided for | 1,472,728 |  | - |  |

| Notional tax on R&D tax credit | 18,047 |  | - |  |

| Total tax (credit)/charge | (181,515 | ) | 49,094 |  |

8. | DIVIDENDS

2024 | 2023 |

as restated |

| £ | £

| Ordinary shares of £1 each

| Interim | - |  | 1,425,000 |  |

| Convertible preference shares of £1 each

| Interim | - |  | 45,000 |  |

- |  | 1,470,000 |  |

| IP TEST LIMITED (REGISTERED NUMBER: 05822155) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

9. | PRIOR YEAR ADJUSTMENT

| During 2024, the Company conducted a comprehensive review of its accounting policies and their application in accordance with UK GAAP (FRS 102). This review identified two adjustments relating to the year ended 31 December 2023, which have resulted in the restatement of the comparative financial statements. These adjustments do not impact the Company's cash position but have affected the timing of revenue recognition and the composition of current assets.

| Revenue recognition - systems shipped under special commercial arrangements

| The Company had recognised revenue upon delivery of certain systems sold under special commercial arrangements. However, upon review, the Company determined that this treatment was not compliant with FRS 102.23.10, which requires that revenue from the sale of goods be recognised only when the entity has transferred to the buyer the significant risks and rewards of ownership of the goods.

| These arrangements affected the assessment of when the company's performance obligations were satisfied and therefore the timing of revenue recognition and the related deferred income. As a result, the comparative information has been restated to correct the timing of revenue recognition and to recognise the associated deferred income in accordance with FRS 102. The restatement results in a decrease in revenue, cost of sales and profit for the comparative period and a corresponding increase in accruals and deferred income and stocks at the prior period end. Details of the restatement are presented below:

|  | 2023 as previously stated |  |  | Adjustment |  |  | 2023 as restated |  |

| £ |  |  | £ |  |  | £ |  |

| Revenue |  | (16,638,396 | ) |  | 1,296,726 |  |  | (15,341,670 | ) |

| Cost of sales |  | 10,319,700 |  |  | (504,871 | ) |  | 9,814,829 |  |

| Tax on profit |  | 242,072 |  |  | (192,978 | ) |  | 49,094 |  |

| Finished goods |  | - |  |  | 504,871 |  |  | 504,871 |  |

| Corporation tax liability |  | (124,270 | ) |  | 79,256 |  |  | (45,014 | ) |

| Deferred tax |  | (313,284 | ) |  | 113,722 |  |  | (199,562 | ) |

| Accruals and deferred income |  | (671,320 | ) |  | (1,296,726 | ) |  | (1,968,046 | ) |

| Retained earnings |  | (9,061,262 | ) |  | 598,877 |  |  | (8,462,385 | ) |

| Inventory classification - Inventory held at suppliers

| During the year, the company identified that inventory owned by the company but held at certain suppliers under special storage agreements had historically been classified within prepayments rather than as stock. This treatment was not compliant with the requirements of UK GAAP (FRS 102), which requires inventories to be recognized as stock when the company holds the associated risks and rewards of ownership, irrespective of their physical location. As a result, the comparative information has been restated to reclassify these balances amounting to £91,590 from prepayments and accrued income within the balance sheet line item "Debtors" to inventory held at suppliers within the balance sheet line item "Stocks". The restatement has no impact on profit or retained earnings but results in an increase in Stocks and a corresponding decrease in Debtors in the comparative balance sheet.

10. | EXCEPTIONAL COSTS

| Included within administrative expenses are exceptional one off non-recurring costs of £7,748,402 in relation to the acquisition, as noted in the strategic report.

| IP TEST LIMITED (REGISTERED NUMBER: 05822155) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

11. | TANGIBLE FIXED ASSETS

Fixtures |

Improvements | Plant and | and |

to property | machinery | fittings | Totals |

| £ | £ | £ | £

| COST

| At 1 January 2024 | 164,223 |  | 1,330,839 |  | 198,483 |  | 1,693,545 |  |

| Additions | 24,794 |  | 434,776 |  | 1,460 |  | 461,030 |  |

| Disposals | - |  | (66,543 | ) | - |  | (66,543 | ) |

| Reclassification/transfer | - |  | (3,798 | ) | 3,798 |  | - |  |

| At 31 December 2024 | 189,017 |  | 1,695,274 |  | 203,741 |  | 2,088,032 |  |

| DEPRECIATION

| At 1 January 2024 | 39,280 |  | 289,325 |  | 103,893 |  | 432,498 |  |

| Charge for year | 67,375 |  | 305,390 |  | 32,341 |  | 405,106 |  |

| Eliminated on disposal | - |  | (8,237 | ) | - |  | (8,237 | ) |

| Reclassification/transfer | - |  | (1,328 | ) | 1,328 |  | - |  |

| At 31 December 2024 | 106,655 |  | 585,150 |  | 137,562 |  | 829,367 |  |

| NET BOOK VALUE

| At 31 December 2024 | 82,362 |  | 1,110,124 |  | 66,179 |  | 1,258,665 |  |

| At 31 December 2023 | 124,943 |  | 1,041,514 |  | 94,590 |  | 1,261,047 |  |

12. | STOCKS

2024 | 2023 |

as restated |

| £ | £

| Raw materials | 1,163,748 |  | 1,787,269 |  |

| Work-in-progress | 460,841 |  | 741,988 |  |

| Finished goods | 886,637 |  | 504,871 |  |

2,511,226 |  | 3,034,128 |  |

| A provision for impairment has been recognised during the year as an expense totalling £860,758 (2023: £2,225,402).

13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2024 | 2023 |

as restated |

| £ | £

| Trade debtors | 2,809,728 |  | 3,104,857 |  |

| Other debtors | 23,105 |  | - |  |

| Corporation tax | 57,199 |  | - |  |

| VAT | 103,890 |  | 94,958 |  |

| Prepayments and accrued income | 277,419 |  | 154,907 |  |

3,271,341 |  | 3,354,722 |  |

| IP TEST LIMITED (REGISTERED NUMBER: 05822155) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2024 | 2023 |

as restated |

| £ | £

| Bank loans and overdrafts (see note 16) | 10,183 |  | 9,936 |  |

| Amounts owed to parent undertakings |

| (see note 16) | 4,398,038 |  | - |  |

| Trade creditors | 605,667 |  | 888,480 |  |

| Corporation tax | - |  | 45,014 |  |

| Social security and other taxes | 87,095 |  | 122,705 |  |

| Other creditors | 200,109 |  | 42,300 |  |

| Accruals and deferred income | 2,421,486 |  | 1,968,046 |  |

7,722,578 |  | 3,076,481 |  |

15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

2024 | 2023 |

as restated |

| £ | £

| Bank loans (see note 16) | 13,046 |  | 23,274 |  |

| Accruals and deferred income | 151,473 |  | 196,314 |  |

164,519 |  | 219,588 |  |

16. | LOANS

| An analysis of the maturity of loans is given below:

2024 | 2023 |

as restated |

| £ | £

| Amounts falling due within one year or on demand:

| Bank loans | 10,183 |  | 9,936 |  |

| Amounts owned to parent undertaking | 4,398,038 |  | - |  |

4,408,221 |  | 9,936 |  |

| Amounts falling due between one and two years:

| Bank loans - 1-2 years | 10,440 |  | 10,183 |  |

| Amounts falling due between two and five years:

| Bank loans - 2-5 years | 2,606 |  | 13,091 |  |

| The bank loan relates to a single loan drawn down in 2021 for £50,000 and bears interest at 2.5%. The loan is repayable over 6 years.

| On 3 July 2024 £4,398,038 was provided by the parent undertaking to IP Test Limited as a loan. The loan is repayable after 10 business days written notice has been given from the lender and bears interest of 2% per annum.

| IP TEST LIMITED (REGISTERED NUMBER: 05822155) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

17. | LEASING AGREEMENTS

| Minimum lease payments under non-cancellable operating leases fall due as follows:

2024 | 2023 |

as restated |

| £ | £

| Within one year | 438,538 |  | 551,310 |  |

| Between one and five years | 774,058 |  | 1,032,597 |  |

| In more than five years | 270,000 |  | 450,000 |  |

1,482,596 |  | 2,033,907 |  |

18. | PROVISIONS FOR LIABILITIES

2024 | 2023 |

as restated |

| £ | £

| Deferred tax

| Accelerated capital allowances | - |  | 199,562 |  |

Deferred tax |

| £

| Balance at 1 January 2024

| As previously reported | 313,284 |  |

| Prior year adjustment | (113,722 | ) |

| As restated | 199,562 |  |

| Provided during year | (199,562 | ) |

| Balance at 31 December 2024 | - |  |

19. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2024 | 2023 |

value: | as restated |

| £ | £

| 9,500 | Ordinary | £1 | 9,500 |  | 7,000 |  |

| NIL | Convertible preference | £1 | - |  | 2,500 |  |

9,500 |  | 9,500 |  |

| Ordinary Shares

| The Ordinary shares have attached to them full voting and dividend rights once the enhanced dividend rights have been satisfied on the Convertible Preference shares. On winding up, Ordinary shares have a right to repayment of capital.

| Convertible Preference Shares

| The Convertible Preference shares have attached to them full voting rights. They have enhanced right to dividends and then full rights to participate in further dividends. On winding up, Convertible Preference shares have full rights to participate in a capital distribution. On transfer of ownership or cessation of directorship the shares will automatically transfer to Ordinary shares.

| During the year 2,500 Convertible preference shares were converted to Ordinary shares.

| IP TEST LIMITED (REGISTERED NUMBER: 05822155) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

20. | RESERVES

Retained |

earnings |

| £

| At 1 January 2024 | 9,061,262 |  |

| Prior year adjustment | (598,877 | ) |

8,462,385 |  |

| Deficit for the year | (8,344,162 | ) |

| At 31 December 2024 | 118,223 |  |

| Retained earnings represent accumulated profit and losses to date.

21. | MATERIAL SUPPLIER COMMITMENTS

| During the financial period 2022 the company issued a material amount of purchase orders in anticipation of expected significant market growth. These orders were placed to secure supply chain capacity and meet anticipated customer demand. In financial periods 2023 and 2024, due to the unexpected reduction of customer orders and the postponement of delivery dates for a material portion of its customer order backlog, the company has cancelled and postponed delivery of substantial supplier orders in subsequent periods. As a result, supplier commitments amounted to £6.6 million at the end of financial period 2023 and £4.0 million at the end of financial period 2024.

22. | RELATED PARTY DISCLOSURES

| The company has taken advantage of the 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.

| During the year, a total of key management personnel compensation of £ 4,368,296 (2023 - £ 475,555 ) was paid.

23. | ULTIMATE CONTROLLING PARTY

| Since the 3rd of July 2024 Faraday Bidco Limited, a company incorporated in England & Wales has been the immediate parent company. The ultimate parent company since this date has been Microtest S.p.A, a company incorporated in Italy.

| The largest and smallest group in which the results of the company are consolidated is that headed by Microtest S.p.A. Copies of these accounts are available to the public and may be obtained from the Italian Business Register.

| The directors do not consider there to be any individual who has ultimate control.