REGISTERED NUMBER: 15698688 (England and Wales)

FARADAY BIDCO LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE PERIOD 1 MAY 2024 TO 31 DECEMBER 2024

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

L Civita

F Prestigiacomo

REGISTERED OFFICE:

Compass House

(Ground Floor)

60 Priestly Road

Guildford

Surrey

GU2 7AG

REGISTERED NUMBER:

15698688 (England and Wales)

AUDITORS:

Rothmans Audit LLP

Statutory Auditors

Chartered Accountants

Fryern House

125 Winchester Road

Chandlers Ford

Eastleigh

Hampshire

SO53 2DR

The directors present their strategic report for the period 1 May 2024 to 31 December 2024.

REVIEW OF BUSINESS

The company holds an investment in a group company financed by a shareholder loan of €63,476,000. During the year the company has incurred interest on the loan. The company has incurred a loss in the year of £7,878,219.

PRINCIPAL RISKS AND UNCERTAINTIES

The company's principal risks and uncertainties relate to changes in interest rates affecting the shareholder loans in place. This is managed by constant monitoring of market conditions to assess the impact of possible changes in rates.

KEY PERFORMANCE INDICATORS

Due to the nature of the company's activities, the directors don't consider there to be any key performance indicators.

ON BEHALF OF THE BOARD:

L Civita - Director

9 June 2026

The directors present their report with the financial statements of the company for the period 1 May 2024 to 31 December 2024.

INCORPORATION

The company was incorporated on 1 May 2024 and commenced trading on 30 June 2024.

DIVIDENDS

No dividends will be distributed for the period ended 31 December 2024.

FUTURE DEVELOPMENTS

The company will continue to hold the investment in IP Test Limited.

DIRECTORS

The directors who have held office during the period from 1 May 2024 to the date of this report are as follows:

L Civita - appointed 1 May 2024

F Prestigiacomo - appointed 1 May 2024

Both the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

FINANCIAL INSTRUMENTS RISKS

The only financial instruments relate to inter-company balances. The directors do not consider there to be any risk in relation to inter-company balances which are monitored by the group.

THIRD PARTY INDEMNITIES

Qualifying third part indemnity provisions for the benefit of the directors were in force during the year under review and remain in force as at the date of approval of the financial statements.

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, were appointed during the period and will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

L Civita - Director

9 June 2026

Opinion

We have audited the financial statements of Faraday Bidco Limited (the 'company') for the period ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 period 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.

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.

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 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 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 Group 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.

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 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; and

o

tested journal entries to identify unusual transactions and bias.

There are inherent limitations in our audit procedure 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.

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

9 June 2026

TURNOVER

-

Administrative expenses

(932,791

)

OPERATING PROFIT

4

932,791

Interest receivable and similar income

43,619

976,410

Amounts written off investments

5

8,053,510

(7,077,100

)

Interest payable and similar expenses

6

801,119

LOSS BEFORE TAXATION

(7,878,219

)

Tax on loss

7

-

LOSS FOR THE FINANCIAL PERIOD

(7,878,219

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(7,878,219

)

FIXED ASSETS

Investments

8

51,090,452

CURRENT ASSETS

Debtors

9

4,441,658

Cash at bank

742

4,442,400

CREDITORS

Amounts falling due within one year

10

5,880,585

NET CURRENT LIABILITIES

(1,438,185

)

TOTAL ASSETS LESS CURRENT LIABILITIES

49,652,267

CREDITORS

Amounts falling due after more than one year

11

47,530,485

NET ASSETS

2,121,782

CAPITAL AND RESERVES

Called up share capital

13

10,000,001

Retained earnings

14

(7,878,219

)

SHAREHOLDERS' FUNDS

2,121,782

The financial statements were approved by the Board of Directors and authorised for issue on 9 June 2026 and were signed on its behalf by:

L Civita - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

10,000,001

-

10,000,001

Total comprehensive income

-

(7,878,219

)

(7,878,219

)

Balance at 31 December 2024

10,000,001

(7,878,219

)

2,121,782

1.	STATUTORY INFORMATION

Faraday Bidco Limited was incorporated on 1 May 2024 under the Companies Act 2006, as a private limited company and is registered in England and Wales. The principal activity of Faraday Bidco Limited is that of a holding company. The address of its head office and registered office is Compass House (Ground Floor), 60 Priestly Road, Guildford, England, 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.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirement of paragraph 33.7.

Consolidated financial statements

The financial statements contain information about Faraday Bidco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its ultimate parent, Microtest S.p.A., a company registered in Italy. The registered office address is Via Enrico Fermi, 8 56010, Vicopisano (PI) Italy.

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.

Other key sources of estimation uncertainty;

Investments

The directors review investments for any signs of impairment. The amount of the impairment is estimated by the directors based on knowledge of the investments and other relevant conditions.

Investments in subsidiaries

Investments in subsidiary undertakings are initially recognised at cost. Subsequently, management carry out out an annual impairment review with any required impairment being recognised within the Statement of Comprehensive Income.

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 period comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 period 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.

Finance costs

Finance costs are charged to the Income Statement over the term of the debt using the effective interest rate method so that the amount is charged at a constant rate on the carrying amount.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the period ended 31 December 2024.

The average number of employees during the period was NIL.

£

Directors' remuneration

-

4.	OPERATING PROFIT

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

£

Foreign exchange differences

(939,896

)

Auditors' remuneration

5,000

5.

AMOUNTS WRITTEN OFF INVESTMENTS

£

Impairment of investments

8,053,510

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

£

Loan interest

801,119

7.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the period.

Reconciliation of total tax charge included in profit and loss

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

£

Loss before tax

(7,878,219

)

Loss multiplied by the standard rate of corporation tax in the UK of 25%

(1,969,555

)

Effects of:

Expenses not deductible for tax purposes

2,013,377

Group relief received

(43,822

)

Total tax charge

-

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

Additions

59,143,962

Impairments

(8,053,510

)

At 31 December 2024

51,090,452

NET BOOK VALUE

At 31 December 2024

51,090,452

The company's investments at the Balance Sheet date in the share capital of companies include the following:

IP Test Limited

Registered office: 40 Alan Turing Road, Surrey Research Park, Guildford, Surrey, England, GU2 7YF

Nature of business: Manufacture of electronic equipment

%

Class of shares:

holding

Ordinary

100.00

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Amounts owed by group undertakings

4,441,658

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Loan due to parent company (see note 12)

5,873,585

Accruals and deferred income

7,000

5,880,585

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

£

Loan due to parent company (see note 12)

47,530,485

12.

LOANS

An analysis of the maturity of loans is given below:

£

Amounts falling due within one year or on demand:

Loan due to parent company

5,873,585

Amounts falling due between one and two years:

Loan due to parent company

4,308,631

Amounts falling due between two and five years:

Loan due to parent company

43,221,854

During the period Microtest S.p.A loaned the company €63,476,000. €31,738,000 of the loan is amortising, with interest of 2.5%. The loan is repayable in 12 equal semi annual instalments of capital plus interest, the last of which will expire on 31 December 2030. €31,738,000 of the loan is a bullet loan, with interest of 2.75% which is payable semi annually. The capital will be repaid in full by 31 December 2030. If the company elects to capitalise the interest payments of the two loans, instead of paying, additional interest will be charged on each loan at 0.5% and 0.25% respectively.

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

£

10,000,001

Ordinary

£1

10,000,001

During the period, 10,000,001 ordinary shares of £1.00 each were issued fully paid for cash at £1.00.

The ordinary shares have attached to them full voting, dividend rights and rights on winding up.

14.

RESERVES

Retained

earnings

£

Deficit for the period

(7,878,219

)

At 31 December 2024

(7,878,219

)

15.	RELATED PARTY DISCLOSURES

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.

16.	ULTIMATE CONTROLLING PARTY AND ULTIMATE CONTROLLING COMPANY

The immediate and ultimate parent company is 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 no consider there to be any individual who has ultimate control.