Registered number:
FOR THE PERIOD ENDED 28 DECEMBER 2024
IROBOT UK LTD.
CONTENTS
IROBOT UK LTD.
COMPANY INFORMATION
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IROBOT UK LTD.
STRATEGIC REPORT
FOR THE PERIOD ENDED 28 DECEMBER 2024
The directors present their Strategic Report for the period from 1 January 2024 to 28 December 2024.
iRobot UK LTD (the "Company" or “Our”) is a wholly owned subsidiary of iRobot Corporation (together the "Group" or “iRobot”). iRobot is a leading global consumer robot company that designs and builds robots that empower people to do more. With over 30 years of artificial intelligence ("AI") and advanced robotics experience, we are focused on building thoughtful robots and developing intelligent home innovations that help make life better for millions of people around the world. iRobot's portfolio of home robots and smart home devices features proprietary technologies for the connected home and advanced concepts in cleaning, mapping and navigation.
Since our founding in 1990, we have developed the expertise necessary to design, build, sell and support durable, high-performance robots through the close integration of software, electronics and hardware. Following the introduction of the Roomba robotic vacuum cleaner in 2002, we have sold over 50 million consumer robots worldwide to become a global, market-leading consumer robotics innovator with a strong presence in a number of major geographic regions worldwide. In recent years, we have seen increased competition with new product offerings in the robotic floorcare segment and have conceded significant market share.
In August 2022, the Company entered into a merger agreement with Amazon.com, Inc., pursuant to which Amazon would have acquired iRobot. The merger was mutually terminated by both parties in January 2024.
In response to termination of the Amazon Merger, iRobot began a journey of transformation designed to rebuild our Company both financially and strategically. In 2024, we initiated, and largely completed, an operational restructuring plan designed to more closely align our cost structure with near-term revenue expectations with the goal of improved profitability. The restructuring plan included significant global workforce reductions as well as exiting small, unprofitable regions in EMEA, including Germany, Austria and Belgium. Leveraging a new asset-light model, we began to streamline our supply chain to set us up for speed and scale, while relying on our partners and contract manufacturers to provide non-core engineering functions. We launched iRobot Labs where all innovation and development of our IP resides to focus on key innovations and critical consumer needs throughout the home. We have innovated across several core technology areas including robotic vacuums, robotic mops, robotic lawn mowers, general robotic software including AI and vision-enabled technologies and mobile applications for robotic floor cleaners. These capabilities are amplified by our proprietary robot, cloud and iRobot OS. iRobot OS provides consumers with greater control over where, when and how our robots work, simple integration with other smart home devices, thoughtful recommendations to further enhance the cleaning experience, and provide control to improve overall cleaning performance.
Continuing from 2023, our revenue performance was impacted by lower orders from retailers and distributors due in part to a decline in consumer sentiment and resultant spending. Our 2024 performance was also impacted by incremental promotional spending to stimulate sell-through during the holiday season prior to our 2025 new product launches. The overall market conditions continued to be challenging, and we saw aggressive competition in EMEA throughout fiscal 2024.
Since our founding in 1990, we have developed the expertise necessary to design, build, sell and support durable, high-performance robots through the close integration of software, electronics and hardware. Following the introduction of the Roomba robotic vacuum cleaner in 2002, we have sold over 50 million consumer robots worldwide to become a global, market-leading consumer robotics innovator with a strong presence in a number of major geographic regions worldwide. In recent years, we have seen increased competition with new product offerings in the robotic floorcare segment and have conceded significant market share.
In August 2022, the Company entered into a merger agreement with Amazon.com, Inc., pursuant to which Amazon would have acquired iRobot. The merger was mutually terminated by both parties in January 2024.
In response to termination of the Amazon Merger, iRobot began a journey of transformation designed to rebuild our Company both financially and strategically. In 2024, we initiated, and largely completed, an operational restructuring plan designed to more closely align our cost structure with near-term revenue expectations with the goal of improved profitability. The restructuring plan included significant global workforce reductions as well as exiting small, unprofitable regions in EMEA, including Germany, Austria and Belgium. Leveraging a new asset-light model, we began to streamline our supply chain to set us up for speed and scale, while relying on our partners and contract manufacturers to provide non-core engineering functions. We launched iRobot Labs where all innovation and development of our IP resides to focus on key innovations and critical consumer needs throughout the home. We have innovated across several core technology areas including robotic vacuums, robotic mops, robotic lawn mowers, general robotic software including AI and vision-enabled technologies and mobile applications for robotic floor cleaners. These capabilities are amplified by our proprietary robot, cloud and iRobot OS. iRobot OS provides consumers with greater control over where, when and how our robots work, simple integration with other smart home devices, thoughtful recommendations to further enhance the cleaning experience, and provide control to improve overall cleaning performance.
Continuing from 2023, our revenue performance was impacted by lower orders from retailers and distributors due in part to a decline in consumer sentiment and resultant spending. Our 2024 performance was also impacted by incremental promotional spending to stimulate sell-through during the holiday season prior to our 2025 new product launches. The overall market conditions continued to be challenging, and we saw aggressive competition in EMEA throughout fiscal 2024.
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IROBOT UK LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
As a result, during the first quarter of fiscal 2025, the iRobot Board of Directors initiated a formal strategic review to evaluate a broad range of strategic alternatives, including, but not limited to exploring a potential sale or strategic transaction and refinancing the group's debt. Meanwhile, the commercial pressures contributed to continued deterioration in the group's financial position, prompting engagement with our lenders to seek temporary relief from certain borrowing obligations. Between March and October 2025, the group entered multiple successive amendments to the Credit Agreement, which granted the group additional time to meet two key financial covenants. This grace period was progressively extended through to 1 December 2025. In November 2025, Santrum Hong Kong Co., Limited ("Santrum"), a wholly-owned subsidiary of Shenzhen PICEA Robotics Co., Ltd. ("Picea") — our primary contract manufacturer — acquired our outstanding debt from original lenders, assumed the role of administrative and collateral agent, and agreed to a further extension of covenant relief into January 2026.
On December 14, 2025, iRobot entered into a Restructuring Support Agreement with Picea and Santrum and voluntarily commenced a prepackaged Chapter 11 bankruptcy process in the United States Bankruptcy Court for the District of Delaware. The Plan of Reorganization was confirmed on 22 January 2026, and became effective on 23 January 2026. Pursuant to the Plan, all previously outstanding common shares were cancelled with no recovery to existing equity holders, and 100% of the reorganized company’s equity was transferred to Picea. iRobot was subsequently delisted from the Nasdaq Stock Market and transitioned to a privately held entity under new ownership.
On December 14, 2025, iRobot entered into a Restructuring Support Agreement with Picea and Santrum and voluntarily commenced a prepackaged Chapter 11 bankruptcy process in the United States Bankruptcy Court for the District of Delaware. The Plan of Reorganization was confirmed on 22 January 2026, and became effective on 23 January 2026. Pursuant to the Plan, all previously outstanding common shares were cancelled with no recovery to existing equity holders, and 100% of the reorganized company’s equity was transferred to Picea. iRobot was subsequently delisted from the Nasdaq Stock Market and transitioned to a privately held entity under new ownership.
The management of the business and the execution of the Company's strategies are subject to several risks.
The principal risks and uncertainties are integrated with the principal risks of the Group and are not managed separately. Accordingly, the principal risks and uncertainties of the Group, which include those of the Company, are discussed on pages 13 to 31 of the Group's 2024 Annual Report. Throughout 2025, the Company operated under temporary covenant waivers and its audited consolidated financial statements included a going concern qualification. Cash reserves continued to decline with no additional sources of capital available. In December 2025, the Company filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the Bankruptcy Court. Although the Company emerged from bankruptcy in January 2026 and was subsequently acquired by its primary contract manufacturer, it continues to face challenging macroeconomic conditions and must manage cash with discipline to maintain operational stability.
The principal risks and uncertainties are integrated with the principal risks of the Group and are not managed separately. Accordingly, the principal risks and uncertainties of the Group, which include those of the Company, are discussed on pages 13 to 31 of the Group's 2024 Annual Report. Throughout 2025, the Company operated under temporary covenant waivers and its audited consolidated financial statements included a going concern qualification. Cash reserves continued to decline with no additional sources of capital available. In December 2025, the Company filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the Bankruptcy Court. Although the Company emerged from bankruptcy in January 2026 and was subsequently acquired by its primary contract manufacturer, it continues to face challenging macroeconomic conditions and must manage cash with discipline to maintain operational stability.
Currency
Our primary exposure to movements in foreign currency exchange rates relates to non-U.S. dollar denominated sales and operating expenses worldwide. Weakening of foreign currencies relative to the U.S. dollar could adversely affect the U.S. dollar value of our foreign currency-denominated sales and earnings, and lead us to raise international pricing, which may reduce demand for our products. In some circumstances, for competitive or other reasons, we may decide not to raise local prices to fully offset the strengthening of the U.S. dollar, or for any other reason, which would adversely affect the U.S. dollar value of our foreign currency denominated sales and earnings. Conversely, a strengthening of foreign currencies relative to the U.S. dollar, while generally beneficial to our foreign currency-denominated sales and earnings, could cause us to reduce international pricing, and incur increased operating expenses, thereby limiting any benefit. Additionally, strengthening of foreign currencies may also increase our cost of product components denominated in those currencies, thus adversely affecting gross margins.
Our primary exposure to movements in foreign currency exchange rates relates to non-U.S. dollar denominated sales and operating expenses worldwide. Weakening of foreign currencies relative to the U.S. dollar could adversely affect the U.S. dollar value of our foreign currency-denominated sales and earnings, and lead us to raise international pricing, which may reduce demand for our products. In some circumstances, for competitive or other reasons, we may decide not to raise local prices to fully offset the strengthening of the U.S. dollar, or for any other reason, which would adversely affect the U.S. dollar value of our foreign currency denominated sales and earnings. Conversely, a strengthening of foreign currencies relative to the U.S. dollar, while generally beneficial to our foreign currency-denominated sales and earnings, could cause us to reduce international pricing, and incur increased operating expenses, thereby limiting any benefit. Additionally, strengthening of foreign currencies may also increase our cost of product components denominated in those currencies, thus adversely affecting gross margins.
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IROBOT UK LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
Competition
We face intense competition from other providers of robots, including diversified technology providers, as well as competition from providers offering alternative products, which could negatively impact our results of operations and cause our market share to decline. A number of companies have developed or are developing robots that will compete directly with our product offerings. Our competition includes established, well-known sellers of floor cleaning robots such as Dreame, Ecovacs, Roborock, Shark, Samsung, as well as new market entrants. Many current and potential competitors are larger in size and more broadly diversified with substantially greater financial, marketing, research and manufacturing resources than we possess, and there can be no assurance that our current and future competitors will not be more successful than us. We also face competition from manufacturers of lower-cost devices, which has, and may continue to, further drive down the average selling price in the marketplace for floor cleaning products and impact demand for our products as macroeconomic conditions result in consumers shifting towards lower-cost alternatives. Moreover, while we believe many customers purchase our floor vacuuming robots as a supplement to, rather than a replacement for, their traditional vacuum cleaners, we also compete with providers of traditional vacuum cleaners.
The global market for robots is highly competitive, rapidly evolving and subject to changing technologies, including the utilization of evolving AI technologies, shifting customer needs and expectations and the likely increased introduction of new products. Our ability to remain competitive will depend to a great extent upon our ongoing performance in the areas of product development, operating efficiency and customer support.
We face intense competition from other providers of robots, including diversified technology providers, as well as competition from providers offering alternative products, which could negatively impact our results of operations and cause our market share to decline. A number of companies have developed or are developing robots that will compete directly with our product offerings. Our competition includes established, well-known sellers of floor cleaning robots such as Dreame, Ecovacs, Roborock, Shark, Samsung, as well as new market entrants. Many current and potential competitors are larger in size and more broadly diversified with substantially greater financial, marketing, research and manufacturing resources than we possess, and there can be no assurance that our current and future competitors will not be more successful than us. We also face competition from manufacturers of lower-cost devices, which has, and may continue to, further drive down the average selling price in the marketplace for floor cleaning products and impact demand for our products as macroeconomic conditions result in consumers shifting towards lower-cost alternatives. Moreover, while we believe many customers purchase our floor vacuuming robots as a supplement to, rather than a replacement for, their traditional vacuum cleaners, we also compete with providers of traditional vacuum cleaners.
The global market for robots is highly competitive, rapidly evolving and subject to changing technologies, including the utilization of evolving AI technologies, shifting customer needs and expectations and the likely increased introduction of new products. Our ability to remain competitive will depend to a great extent upon our ongoing performance in the areas of product development, operating efficiency and customer support.
Consumer Demand
Reductions in consumer demand for our products have caused a decrease in revenue from sales of our products. If we are not successful in increasing consumer demand, or if macroeconomic conditions impacting consumer demand do not improve, we will continue to experience adverse impacts to our revenue and profitability.
To ensure an adequate inventory supply, we must forecast inventory needs and place orders sufficiently in advance with our suppliers and contract manufacturers, based on our estimates of future demand for specific product SKUs by region. Failure to accurately forecast our needs has resulted, and may continue to result, in manufacturing delays, increased costs, or excess inventory. Our ability to accurately forecast demand could be affected by many factors, including changes in consumer demand for our products, changes in demand for the products of our competitors, unanticipated changes in general market conditions, and the weakening of economic conditions or consumer confidence in future economic conditions. Our failure to accurately forecast consumer demand has resulted, and may continue to result, in excess inventory levels or a shortage of certain product models available for sale. Inventory levels in excess of consumer demand has resulted, and may continue to result, in increased promotional intensity to support the sale of excess inventory, which would cause and has caused our gross margins to suffer.
Reductions in consumer demand for our products have caused a decrease in revenue from sales of our products. If we are not successful in increasing consumer demand, or if macroeconomic conditions impacting consumer demand do not improve, we will continue to experience adverse impacts to our revenue and profitability.
To ensure an adequate inventory supply, we must forecast inventory needs and place orders sufficiently in advance with our suppliers and contract manufacturers, based on our estimates of future demand for specific product SKUs by region. Failure to accurately forecast our needs has resulted, and may continue to result, in manufacturing delays, increased costs, or excess inventory. Our ability to accurately forecast demand could be affected by many factors, including changes in consumer demand for our products, changes in demand for the products of our competitors, unanticipated changes in general market conditions, and the weakening of economic conditions or consumer confidence in future economic conditions. Our failure to accurately forecast consumer demand has resulted, and may continue to result, in excess inventory levels or a shortage of certain product models available for sale. Inventory levels in excess of consumer demand has resulted, and may continue to result, in increased promotional intensity to support the sale of excess inventory, which would cause and has caused our gross margins to suffer.
2024 Group Financial Performance Highlights
The wider iRobot Group revenue for fiscal 2024 was $681.8 million, declining 23.4% from revenue of $890.6 million in fiscal 2023. Continuing from 2023, our revenue performance was impacted by lower orders from retailers and distributors due in part to a decline in consumer sentiment and resultant spending. The 2024 performance was also impacted by incremental promotional spending to stimulate sell-through during the holiday season prior to the 2025 new product launches. The overall market conditions continued to be challenging, and we saw aggressive competition in EMEA, Japan and the U.S. throughout fiscal 2024. In fiscal 2024, we focused on managing our cash and executing on our near-term robotic floorcare roadmaps. To achieve our goals for the period and set us up for success, we continued to implement a variety of measures to reduce spending, including workforce reductions. During 2024, we also scaled back working media and other demand-generation activities, limited investment in non-robotic floorcare product categories and engaged in minimal new hiring. These actions contributed to a total reduction of $126.4 million in operating expenses for fiscal 2024 as compared to the prior fiscal year. During 2024, we continued to carefully manage our inventory to a level that better aligns with current run rates and seasonality of the business.
The wider iRobot Group revenue for fiscal 2024 was $681.8 million, declining 23.4% from revenue of $890.6 million in fiscal 2023. Continuing from 2023, our revenue performance was impacted by lower orders from retailers and distributors due in part to a decline in consumer sentiment and resultant spending. The 2024 performance was also impacted by incremental promotional spending to stimulate sell-through during the holiday season prior to the 2025 new product launches. The overall market conditions continued to be challenging, and we saw aggressive competition in EMEA, Japan and the U.S. throughout fiscal 2024. In fiscal 2024, we focused on managing our cash and executing on our near-term robotic floorcare roadmaps. To achieve our goals for the period and set us up for success, we continued to implement a variety of measures to reduce spending, including workforce reductions. During 2024, we also scaled back working media and other demand-generation activities, limited investment in non-robotic floorcare product categories and engaged in minimal new hiring. These actions contributed to a total reduction of $126.4 million in operating expenses for fiscal 2024 as compared to the prior fiscal year. During 2024, we continued to carefully manage our inventory to a level that better aligns with current run rates and seasonality of the business.
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IROBOT UK LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
2024 iRobot UK Ltd Financial Performance Highlights
In the 52 weeks ended 28 December 2024, the Company's revenue decreased by 18% from $ 244,704,066 in 2023 to $ 200,255,740 in 2024 and gross profit decreased from $ 85,211,125 to $ 74,419,926. The Company's revenue consisted primarily of intercompany transactions and distributor sales (both entirely done outside the UK), and DTC revenue from our website and marketplace channel in the EU and UK. In 2024, as part of our operational restructuring plan, we exited certain unprofitable EMEA regions. As a result, the Company determined that there was impairment on its investment in subsidiary and has recorded a non-cash impairment loss of $100 million during 2024.
The Company’s inventory value decreased from $ 36,691,822 to $ 16,415,828 during the period. This reduction is a return to target inventory levels after an excess of inventory at the end of FY21. Days in inventory forward looking declined to 77 days compared to 96 days a year earlier.
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IROBOT UK LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
Company Culture
The Company employed 43 people on 28 December 2024 as compared to 62 employees a year earlier. Underpinning our culture is an ongoing commitment to ensuring that our employees, customers and suppliers are treated with dignity and respect. We strive to maintain a workplace that is free from violence, harassment, intimidation and other unsafe or disruptive conditions. Our policy is to provide a safe and healthy workplace and comply with applicable safety and health laws and regulations, as well as internal requirements.
iRobot believes that the diversity of our talented workforce and their unique experiences, perspectives and viewpoints add value to our ability to meet the changing global requirements of our business. We continue to evolve our programs and practices to attract a variety of perspectives, ideas, skills, and cultural backgrounds to our global iRobot family.
iRobot stands firmly against racial discrimination and social injustice. We are committed to developing a talented and diverse global workforce, creating workplaces that are inclusive and support the underrepresented communities within which we operate.
iRobot believes that the diversity of our talented workforce and their unique experiences, perspectives and viewpoints add value to our ability to meet the changing global requirements of our business. We continue to evolve our programs and practices to attract a variety of perspectives, ideas, skills, and cultural backgrounds to our global iRobot family.
iRobot stands firmly against racial discrimination and social injustice. We are committed to developing a talented and diverse global workforce, creating workplaces that are inclusive and support the underrepresented communities within which we operate.
Data Privacy and Security
We are committed to safeguarding the privacy of customer-related information, including data collected by our connected products. We do not sell information about our customers to third parties. Our privacy policy allows customers to share data with third parties for the customer’s benefit, if they so choose. Additionally, Wi-Fi connected robot performance data is encrypted and sent to our Cloud, where it is stored securely, so it can be shown on the customer’s mobile device and help the customer or iRobot Customer Care diagnose potential performance issues. It is our practice to anonymize and aggregate performance data about our robots, which enables us to assess performance of our robots in the field, inform our product development roadmaps and help our support teams be more responsive.
We take the security of our products very seriously and do everything in our control to make sure the data we have in our system is used for one purpose: making your life easier with iRobot products. Our approach to security continues to be multi-layered around our robots, our Cloud and our apps. We adhere to industry standard security best practices when developing our products, using technology-leading tools to assist our engineering and security teams during this process. We work closely with our suppliers and partners to ensure that our products and our suppliers’ and partners’ supporting systems (including physical infrastructure, Cloud and mobile apps) are properly configured and monitored with continuous security improvement processes in place. The Roomba j7 Series was the first robot vacuum to achieve the TUV SUD cyber security certification.
In January 2021, iRobot’s Roomba was the only robot vacuum cleaner to earn Consumer Reports’ Excellent rating for data security. But we do not rest on our laurels. We continuously research, develop and modify our processes to help us identify, react to, isolate and resolve security issues within our company and our products as quickly as possible. We also collaborate with independent security researchers who are encouraged to identify issues within our products.
We take the security of our products very seriously and do everything in our control to make sure the data we have in our system is used for one purpose: making your life easier with iRobot products. Our approach to security continues to be multi-layered around our robots, our Cloud and our apps. We adhere to industry standard security best practices when developing our products, using technology-leading tools to assist our engineering and security teams during this process. We work closely with our suppliers and partners to ensure that our products and our suppliers’ and partners’ supporting systems (including physical infrastructure, Cloud and mobile apps) are properly configured and monitored with continuous security improvement processes in place. The Roomba j7 Series was the first robot vacuum to achieve the TUV SUD cyber security certification.
In January 2021, iRobot’s Roomba was the only robot vacuum cleaner to earn Consumer Reports’ Excellent rating for data security. But we do not rest on our laurels. We continuously research, develop and modify our processes to help us identify, react to, isolate and resolve security issues within our company and our products as quickly as possible. We also collaborate with independent security researchers who are encouraged to identify issues within our products.
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IROBOT UK LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
iRobot joined the Responsible Business Alliance in April 2020. The RBA is a coalition of the world’s leading electronics companies working together to improve efficiency and social, ethical, and environmental responsibility in the global supply chain. iRobot’s values are well-aligned with the vision and mission of the RBA to create sustainable value for workers, the environment and business through collaboration with our suppliers in ways that improve working and environmental condition. iRobot’s membership in the RBA is enabling us to engage efficiently with our contract manufacturing partners, direct suppliers and broader supply chain. Through this engagement, iRobot administers a supplier code of conduct, leverages tools and resources that drive supply chain sustainability performance and stays informed about key trends and emerging issues. iRobot has rolled out the Supplier Code of Conduct, aligned with the RBA, to all direct material suppliers (including contract manufacturers).
iRobot’s products – from robot vacuums and mops to air purifiers – are shipped in recyclable, corrugated cardboard. Our product packaging is 93% paper-based (by weight) and recyclable. While the recyclability of Roomba, Braava and the Automated Dirt Disposal and standard charging blocks vary, certain models have as much as 97% recyclability. In addition to supporting the recycling of up to 24,000 pounds of robots per week, we manage an active refurbishment program for products that have been returned by consumers to its retailers. In Europe, in accordance with EU rules for Waste from Electrical and Electronic Equipment (WEEE), consumers can take iRobot’s products to any electronics retailer to be collected for recycling purposes while products that are scrapped by iRobot in its European workshops will be properly disposed of in compliance with local regulations.
iRobot’s products – from robot vacuums and mops to air purifiers – are shipped in recyclable, corrugated cardboard. Our product packaging is 93% paper-based (by weight) and recyclable. While the recyclability of Roomba, Braava and the Automated Dirt Disposal and standard charging blocks vary, certain models have as much as 97% recyclability. In addition to supporting the recycling of up to 24,000 pounds of robots per week, we manage an active refurbishment program for products that have been returned by consumers to its retailers. In Europe, in accordance with EU rules for Waste from Electrical and Electronic Equipment (WEEE), consumers can take iRobot’s products to any electronics retailer to be collected for recycling purposes while products that are scrapped by iRobot in its European workshops will be properly disposed of in compliance with local regulations.
The Company’s energy use and greenhouse gas (GHG) emissions for the fiscal period ended December 28 are set out below.
Quantification and Reporting Methodology
The Company’s emissions are reported with reference to the latest Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol). The 2024 UK Government GHG Conversion Factors for the Company Reporting published by the UK Department for Environment Food and Rural Affairs (DESNZ) are used to convert energy used in the Company’s operations to emissions of CO2e. Data sources include billing, invoices, and our property manager’s internal systems. As we have no logistics operations within the UK, and we have no company cars or transportation vehicles, we have concluded that we have no carbon emissions related to transport to report.
The Company’s emissions are reported with reference to the latest Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol). The 2024 UK Government GHG Conversion Factors for the Company Reporting published by the UK Department for Environment Food and Rural Affairs (DESNZ) are used to convert energy used in the Company’s operations to emissions of CO2e. Data sources include billing, invoices, and our property manager’s internal systems. As we have no logistics operations within the UK, and we have no company cars or transportation vehicles, we have concluded that we have no carbon emissions related to transport to report.
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IROBOT UK LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
Intensity Metric
An intensity metric of tCO2e per square foot of building area has been applied for the annual total gross emissions. The square footage of the Company’s UK office space is 8,332square feet.
Energy Efficiency Actions
As indicated above, the building recycles more than 70% of the waste produced on site. The building is also ISO 14-001 accredited and has undergone an audit from the governing body with a 100% rating. We are working with our business partners to ensure our products and packaging are easy for consumers to recycle, and will continue to improve the recyclability of these as we evolve our design and manufacturing processes.
An intensity metric of tCO2e per square foot of building area has been applied for the annual total gross emissions. The square footage of the Company’s UK office space is 8,332square feet.
Energy Efficiency Actions
As indicated above, the building recycles more than 70% of the waste produced on site. The building is also ISO 14-001 accredited and has undergone an audit from the governing body with a 100% rating. We are working with our business partners to ensure our products and packaging are easy for consumers to recycle, and will continue to improve the recyclability of these as we evolve our design and manufacturing processes.
In March 2025, we announced the largest new product launch in our history, which included a suite of new floor cleaning robots featuring elevated design, improved technology, advanced features and a new Roomba Home app. The Roomba 105 Vac Robot series features enhanced power-lifting suction while the Roomba 205 DustCompactor series introduces industry-leading innovation that stores debris. The Roomba Plus 405 Combo Robot + AutoWash Dock asserts intense suction, deep scrubbing and a maintenance-free dock, and Roomba Plus 505 Combo Robot + AutoWash Dock, featuring PerfectEdge technology to get deep into corners and a hands-free, multi-function dock that automatically empties debris, washes and heat-dries mop pads and self-cleans when finished. The majority of these new products were available to consumers in early April. In late April, we announced the Roomba Max 705 Vac Robot + AutoEmpty Dock. During the third quarter of fiscal 2025, we announced the launch of the Roomba Max 705 Combo Robot + AutoWash Dock which is our most advanced 2-in-1 vacuum and mop. It delivers a hands-free cleaning experience by pairing the all-new PowerSpin Roller Mop with PerfectEdge advanced mopping system with our AutoWash dock, while featuring advanced suction power and enhanced brushes.
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IROBOT UK LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
The financial statements have been prepared on a going concern basis notwithstanding the fact the company has made a loss in the current period of $127,813,047 (2023: $60,885,059) with net liabilities of $39,390,156 (2023: net assets of $87,647,105) at the balance sheet date. The financial results are after an impairment charge against the carrying value of the company's directly held subsidiary of £100 million, a non-cash item. iRobot Corporation, subsequent to the year end and as detailed above, on 14 December 2025, the immediate parent company entered into a Restructuring Support Agreement with Shenzen PICEA Robotics Co., Ltd ("PICEA") and Santrum Hong Kong Co., Limited ("Santrum") and voluntarily commenced a prepackaged Chapter 11 bankruptcy process in the United States Bankruptcy Court for the District of Delaware. The Plan of Reorganization was confirmed on 22 January 2026, and became effective on 23 January 2026.
Pursuant to the Plan, all previously outstanding common shares of the immediate parent were cancelled with no recovery to existing equity holders, and 100% of the reorganized parent’s equity was transferred to Picea.
iRobot Corporation was subsequently delisted from the Nasdaq Stock Market and transitioned to a privately held entity under new ownership.
That notwithstanding, the company's directors consider that the going concern basis continues to remain appropriate as they have received a letter of support from its parent company, that it will provide financial support to the company for the foreseeable future being a period of at least twelve months from the date of approval of these financial statements. Amounts owed to the parent company totalling $99,623,289 will only fall due to the extent that there are sufficient operating cashflows to meet its third party liabilities. In addition, the ultimate parent company has indicated its willingness to continue to support the iRobot Group going forward.
The directors of the company have been able to review forecasts for the iRobot group extending for the period through to December 2028 and the financial resources available to the whole iRobot group following the Plan of Reorganisation. Further to the Plan of Reorgnisation the balance sheet of the parent company shows a net asset position following the waiver of indebtedness to the ultimate iRobot Corporation, under the new group structure. The forecasts show operating cashflows and the ability of the iRobot Group to operate within those forecasts without additional borrowing. The forecasts are based on underlying assumptions including growth, inflation, pricing and product innovation. The forecasts are sensitive to these key assumptions, both from a downside and upside perspective. As a result actual cashflows could differ to those forecasts. These circumstances would indicate the existence of a material uncertainty that may cast significant doubt over the ability of the wider group and company to continue as a going concern.
However, the directors have a reasonable expectation that the parent company will continue to be able to provide financial support to the company and group for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Pursuant to the Plan, all previously outstanding common shares of the immediate parent were cancelled with no recovery to existing equity holders, and 100% of the reorganized parent’s equity was transferred to Picea.
iRobot Corporation was subsequently delisted from the Nasdaq Stock Market and transitioned to a privately held entity under new ownership.
That notwithstanding, the company's directors consider that the going concern basis continues to remain appropriate as they have received a letter of support from its parent company, that it will provide financial support to the company for the foreseeable future being a period of at least twelve months from the date of approval of these financial statements. Amounts owed to the parent company totalling $99,623,289 will only fall due to the extent that there are sufficient operating cashflows to meet its third party liabilities. In addition, the ultimate parent company has indicated its willingness to continue to support the iRobot Group going forward.
The directors of the company have been able to review forecasts for the iRobot group extending for the period through to December 2028 and the financial resources available to the whole iRobot group following the Plan of Reorganisation. Further to the Plan of Reorgnisation the balance sheet of the parent company shows a net asset position following the waiver of indebtedness to the ultimate iRobot Corporation, under the new group structure. The forecasts show operating cashflows and the ability of the iRobot Group to operate within those forecasts without additional borrowing. The forecasts are based on underlying assumptions including growth, inflation, pricing and product innovation. The forecasts are sensitive to these key assumptions, both from a downside and upside perspective. As a result actual cashflows could differ to those forecasts. These circumstances would indicate the existence of a material uncertainty that may cast significant doubt over the ability of the wider group and company to continue as a going concern.
However, the directors have a reasonable expectation that the parent company will continue to be able to provide financial support to the company and group for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Section 172 (1)(a) to (f) Companies Act 2006 requires the directors to act in the way they consider would be most likely to promote the success of the company for the benefit of its members, as a whole, with regard to the following matters:
a) The likely consequences of any decision in the long-term
The directors believe that they have acted in the way they consider, in good faith, to promote the long-term success of the Company. The annual financial budgeting cycle is conducted in agreement with the Group’s guidelines, which requires the long-term impact of strategic decisions to be considered by both local and group management. In 2024, we focused on managing our cash and executing on our near-term robotic floorcare roadmaps, while working on an operational restructuring plan to align our cost structure with near-term revenue and profitability expectations.
Page 9
IROBOT UK LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
Statement by the directors on performance of their statutory duties in accordance with S172 (1) Companies Act 2006 (continued)
b) The interests of the company's employee
The directors consider our people to be our greatest asset and the interests of our employees are always considered. The directors take care over the well-being and environmental awareness of employees. Welfare programmes are optimised and implemented, aiming to protect workers' health and safety. Actions in the period under review included offering an Employee Assistance Plan, which includes counselling sessions and support on a variety of topics, including parenting, personal finances and eldercare.
c) The need to foster the company's business relationships with suppliers, customers, and others
The directors ensure that the Company’s Procurement team works closely with the different departments and third-party suppliers, operates under the Group’s policy, guidelines, and processes, within a controlled environment. The directors aim to work in partnership with suppliers to ensure that they reflect similar values and behaviours to those promoted by the Company.
The Company puts the customer at the centre of everything we do. The directors ensure that all employees are very much focused on our relationship with the customers and consistently strive to provide quality products and excellent customer service.
d) The impact of the company's operations on the community and environment
The Company has adopted a Human Rights Policy. Respect for human rights is an essential value for our Company and for the communities in which we operate. We are committed to ensuring that our employees and individuals in the communities affected by our activities are treated with dignity and respect. The Directors believe that following these principles helps our employees and our business thrive as we develop new and exciting technologies for the smart home.
The directors are mindful of environmental issues and have sought to minimise the impact of the Company's activities on the environment. The Company leverages on the Group’s supply chain management to optimise and rationalise the environmental impact related to the materials used, whilst also implementing environmental initiatives in our UK offices such as outfitting the office with dimmable lights and motion sensors/detectors, which helps improve overall energy efficiency of the space.
The Company puts the customer at the centre of everything we do. The directors ensure that all employees are very much focused on our relationship with the customers and consistently strive to provide quality products and excellent customer service.
d) The impact of the company's operations on the community and environment
The Company has adopted a Human Rights Policy. Respect for human rights is an essential value for our Company and for the communities in which we operate. We are committed to ensuring that our employees and individuals in the communities affected by our activities are treated with dignity and respect. The Directors believe that following these principles helps our employees and our business thrive as we develop new and exciting technologies for the smart home.
The directors are mindful of environmental issues and have sought to minimise the impact of the Company's activities on the environment. The Company leverages on the Group’s supply chain management to optimise and rationalise the environmental impact related to the materials used, whilst also implementing environmental initiatives in our UK offices such as outfitting the office with dimmable lights and motion sensors/detectors, which helps improve overall energy efficiency of the space.
e) The desirability of the company maintaining a reputation for high standards of business conduct
The Company follows the Code of Business Conduct and Ethics established by the Board of Directors of iRobot Corporation. This code was established to aid the Company’s directors, employees, and contractors in making ethical and legal decisions when conducting the Company’s business and performing their day-to-day duties. The Company expects its directors, employees, and contractors to exercise reasonable judgment when conducting the Company’s business. The Company encourages its directors, employees, and contractors to refer to this Code frequently to ensure that they are acting within both the letter and the spirit of this Code. Antibribery and data protection policies are in place which all employees are expected to read and understand, e learning is provided where appropriate.
Page 10
IROBOT UK LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
Statement by the directors on performance of their statutory duties in accordance with S172 (1) Companies Act 2006 (continued)
f) The need to act fairly between members of the company
The Company is a wholly owned subsidiary of iRobot Corporation and the directors have regular and open dialogue with its representatives.
This report was approved by the board and signed on its behalf.
Page 11
IROBOT UK LTD.
DIRECTORS' REPORT
FOR THE PERIOD ENDED 28 DECEMBER 2024
The directors present their report and the financial statements for the period ended 28 December 2024.
The loss for the period, after taxation, amounted to $127,813,047 (2023 - loss $60,885,059).
The directors do not recommend a dividend.
The directors who served during the period were:
J J Blanc (resigned 9 April 2026)
On the 21 February 2025 K Lanouette was appointed as a director, and resigned on 9 April 2026.
On 9 April 2026, H Feng, Y Yang and K Yang were appointed as directors.
On the 21 February 2025 K Lanouette was appointed as a director, and resigned on 9 April 2026.
On 9 April 2026, H Feng, Y Yang and K Yang were appointed as directors.
As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.
This report was approved by the board and signed on its behalf.
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IROBOT UK LTD.
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 28 DECEMBER 2024
The directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 for the company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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IROBOT UK LTD.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF IROBOT UK LTD.
FOR THE PERIOD ENDED 28 DECEMBER 2024
We have audited the financial statements of iRobot UK Ltd (the 'company') for the period ended 28 December 2024, which comprise the profit and loss account, the balance sheet, the statement of changes in equity and the notes, including 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).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We draw attention to note 2.2 in the financial statements, which indicates that the company is reliant upon the continued financial support of its immediate parent company. However, should that financial support not be forthcoming then this would indicate the existence of a material uncertainty, which may cast doubt over the ability of the company to continue as a going concern. Our opinion is not modified in respect of this matter.
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. Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included reviewing post period end management accounts and forecasts.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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IROBOT UK LTD.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF IROBOT UK LTD. (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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 directors' report.
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IROBOT UK LTD.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF IROBOT UK LTD. (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the warehousing and distribution sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and anti-bribery and employment legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested a sample of journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙reading the minutes of meetings of those charged with governance;
∙enquiring of management as to actual and potential litigation and claims; and
∙confirming with management that all enquiries made into the company's tax affairs by HMRC and other countries where the company pays taxes have been addressed.
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IROBOT UK LTD.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF IROBOT UK LTD. (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
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. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
WC2B 5AH
Date:
Page 17
IROBOT UK LTD.
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 28 DECEMBER 2024
Page 18
IROBOT UK LTD.
BALANCE SHEET
AS AT 28 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 21 to 45 form part of these financial statements.
Page 19
IROBOT UK LTD.
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 28 DECEMBER 2024
Page 20
IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
iRobot UK Ltd purchases, markets, and distributes consumer robots to its group and distributors in Europe.
iRobot UK Ltd is a private company limited by shares incorporated and registered in England and Wales. The address of its registered office and principal place of business is Thomas House, 84 Eccleston Square, London, England, SW1V 1PX.
The financial statements are presented in US Dollars ($), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.
The financial statements are presented in US Dollars ($), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).
The company was, at the end of the period, a wholly-owned subsidiary of iRobot Corporation, a company incorporated in the USA, whose registered address is 8 Crosby Drive, Bedford, MA 01730. In accordance with the exemption given in Section 401 of the Companies Act 2006, the company is not required to produce, and has not published, consolidated accounts.
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102:
• Section 3 Financial Statement Presentation paragraph 3.17(d) (inclusion of statement of cash flows);
• Section 7 Statement of Cash Flows (inclusion of statement of cash flows);
• Section 11 Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c) (disclosures relating to financial instruments);
• Section 26 Share based payments (disclosure of share based payments);
• Section 33 Related Party Disclosures paragraph 33.7 (disclosures of key management personnel compensation).
The company is included in the consolidated financial statements of iRobot Corporation for the period ended 28 December 2024 and these financial statements may be obtained from SEC.gov.
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102:
• Section 3 Financial Statement Presentation paragraph 3.17(d) (inclusion of statement of cash flows);
• Section 7 Statement of Cash Flows (inclusion of statement of cash flows);
• Section 11 Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c) (disclosures relating to financial instruments);
• Section 26 Share based payments (disclosure of share based payments);
• Section 33 Related Party Disclosures paragraph 33.7 (disclosures of key management personnel compensation).
The company is included in the consolidated financial statements of iRobot Corporation for the period ended 28 December 2024 and these financial statements may be obtained from SEC.gov.
The following principal accounting policies have been applied:
Page 21
IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
2.Accounting policies (continued)
The financial statements have been prepared on a going concern basis notwithstanding the fact the company has made a loss in the current period of $127,813,047 (2023: $60,885,059) with net liabilities of $39,390,156 (2023: net assets of $87,647,105) at the balance sheet date. The financial results are after an impairment charge against the carrying value of the company's directly held subsidiary of £100 million, a non-cash item. iRobot Corporation, subsequent to the year end and as detailed above, on 14 December 2025, the immediate parent company entered into a Restructuring Support Agreement with Shenzen PICEA Robotics Co., Ltd ("PICEA") and Santrum Hong Kong Co., Limited ("Santrum") and voluntarily commenced a prepackaged Chapter 11 bankruptcy process in the United States Bankruptcy Court for the District of Delaware. The Plan of Reorganization was confirmed on 22 January 2026, and became effective on 23 January 2026.
Pursuant to the Plan, all previously outstanding common shares of the immediate parent were cancelled with no recovery to existing equity holders, and 100% of the reorganized parent’s equity was transferred to Picea.
iRobot Corporation was subsequently delisted from the Nasdaq Stock Market and transitioned to a privately held entity under new ownership.
That notwithstanding, the company's directors consider that the going concern basis continues to remain appropriate as they have received a letter of support from its parent company, that it will provide financial support to the company for the foreseeable future being a period of at least twelve months from the date of approval of these financial statements. Amounts owed to the parent company totalling $99,623,289 will only fall due to the extent that there are sufficient operating cashflows to meet its third party liabilities. In addition, the ultimate parent company has indicated its willingness to continue to support the iRobot Group going forward.
The directors of the company have been able to review forecasts for the iRobot group extending for the period through to December 2028 and the financial resources available to the whole iRobot group following the Plan of Reorganisation. Further to the Plan of Reorgnisation the balance sheet of the parent company shows a net asset position following the waiver of indebtedness to the ultimate iRobot Corporation, under the new group structure. The forecasts show operating cashflows and the ability of the iRobot Group to operate within those forecasts without additional borrowing. The forecasts are based on underlying assumptions including growth, inflation, pricing and product innovation. The forecasts are sensitive to these key assumptions, both from a downside and upside perspective. As a result actual cashflows could differ to those forecasts. These circumstances would indicate the existence of a material uncertainty that may cast significant doubt over the ability of the wider group and company to continue as a going concern.
However, the directors have a reasonable expectation that the parent company will continue to be able to provide financial support to the company and group for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Pursuant to the Plan, all previously outstanding common shares of the immediate parent were cancelled with no recovery to existing equity holders, and 100% of the reorganized parent’s equity was transferred to Picea.
iRobot Corporation was subsequently delisted from the Nasdaq Stock Market and transitioned to a privately held entity under new ownership.
That notwithstanding, the company's directors consider that the going concern basis continues to remain appropriate as they have received a letter of support from its parent company, that it will provide financial support to the company for the foreseeable future being a period of at least twelve months from the date of approval of these financial statements. Amounts owed to the parent company totalling $99,623,289 will only fall due to the extent that there are sufficient operating cashflows to meet its third party liabilities. In addition, the ultimate parent company has indicated its willingness to continue to support the iRobot Group going forward.
The directors of the company have been able to review forecasts for the iRobot group extending for the period through to December 2028 and the financial resources available to the whole iRobot group following the Plan of Reorganisation. Further to the Plan of Reorgnisation the balance sheet of the parent company shows a net asset position following the waiver of indebtedness to the ultimate iRobot Corporation, under the new group structure. The forecasts show operating cashflows and the ability of the iRobot Group to operate within those forecasts without additional borrowing. The forecasts are based on underlying assumptions including growth, inflation, pricing and product innovation. The forecasts are sensitive to these key assumptions, both from a downside and upside perspective. As a result actual cashflows could differ to those forecasts. These circumstances would indicate the existence of a material uncertainty that may cast significant doubt over the ability of the wider group and company to continue as a going concern.
However, the directors have a reasonable expectation that the parent company will continue to be able to provide financial support to the company and group for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Page 22
IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
2.Accounting policies (continued)
Page 23
IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Expenditure on research and development is written off in the period in which it is incurred.
Page 24
IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
2.Accounting policies (continued)
Defined contribution pension plan
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the profit and loss account over the vesting period with a corresponding credit to the company's parent on whose shares the options are awarded.
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IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
2.Accounting policies (continued)
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the period or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent difference. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Page 26
IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Finished goods includes materials, inbound freight, import duties, and other handling fees and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
The company’s policies for its major classes of financial assets and financial liabilities are set out below.
Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
The company’s policies for its major classes of financial assets and financial liabilities are set out below.
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IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
2.Accounting policies (continued)
Financial instruments (continued)
Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, and intercompany working capital balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Such assets are subsequently carried at amortised cost using the effective interest rate method, less any impairment.
Financial liabilities
Basic financial liabilities, including trade and other creditors, and loans from fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, and intercompany working capital balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Such assets are subsequently carried at amortised cost using the effective interest rate method, less any impairment.
Financial liabilities
Basic financial liabilities, including trade and other creditors, and loans from fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
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IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
2.Accounting policies (continued)
Financial instruments (continued)
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset, and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset, and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Ordinary shares are classified as equity.
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IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
Impairment of investments
In preparing these financial statements, the directors have exercised judgement in determining whether there are indicators of impairment of the investment in the company's investments in its subsidiary undertakings. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.
The recoverable amount is the present value of the future cash flows expected to be recovered from the cash generating unit. Estimates are used in determining the future profitability and cash-generating ability of the cash generating unit and consideration to underlying value of the assets in the undertakings. Actual outcomes could be different from the estimates.
Warranty Provision
The warranty provision is estimated on the future expectation of the costs the company will incur for defects in materials and workmanship which occur within two years of the end user sale. Warranty costs are estimated in the period the related revenue is recognised based on historical experience, expectations of future costs to repair or replace including freight and knowledge of specific product failures outside the historical experience. Actual results could differ from these estimates, which could cause increases or decreases to the warranty reserves in future periods.
Stock Provision
The carrying value of stock, at the lower of cost and net realisable value, is dependent on key judgements and estimates that are made by management. The judgements relating to stock include an estimation of future expected average sales prices and disposal costs. These judgements also include consideration of specific factors and the developments in the market that have been identified throughout the period and subsequent to the period end. Actual outcomes could be different to the assumptions used in determining the estimates.
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IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
Analysis of turnover by country of destination:
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IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
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IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
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IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
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IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
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IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
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IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
15.Taxation (continued)
There were no factors that may affect future tax charges.
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IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
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IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
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IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
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IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
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IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
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IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
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IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
Share premium account
Other reserves
Profit and loss account
The company operates a defined contribution scheme for employees. The aggregate contributions for the period were $230,337 (2023: $279,495) of which $59,741 were outstanding at period end (2023: $45,528).
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IROBOT UK LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
At 28 December 2024, the parent undertaking was iRobot Corporation. The smallest and largest group for which consolidated financial statements are drawn up and of which the company is member is that headed by iRobot Corporation the registered office of which is 8 Crosby Drive, Bedford, MA 01730, USA . Copies of these group financial statements are available to the public from its registered office or can be obtained from investor.irobot.com.
In the opinion of the directors there is no ultimate controlling party.
On 28 January 2024, the group and Amazon mutually agreed to terminate the Merger Agreement mentioned previously and entered into a mutual termination agreement effective as of such date (the "Termination Agreement"). The termination of the Merger Agreement was approved by our Board of Directors.
In November 2025, Santrum Hong Kong Co., Limited ("Santrum"), a wholly-owned subsidiary of Shenzhen PICEA Robotics Co., Ltd. ("PICEA") — the primary contract manufacturer — acquired the group's outstanding debt from original lenders, assumed the role of administrative and collateral agent, and agreed to a further extension of covenant relief into January 2026.
On 14 December 2025, the group entered into a Restructuring Support Agreement with PICEA and Santrum and voluntarily commenced a prepackaged Chapter 11 bankruptcy process in the United States Bankruptcy Court for the District of Delaware. The Plan of Reorganization was confirmed on 22 January 2026, and became effective on 23 January 2026. Pursuant to the Plan, all previously outstanding common shares were cancelled with no recovery to existing equity holders, and 100% of the reorganized company’s equity was transferred to PICEA. iRobot Corporation was subsequently delisted from the Nasdaq Stock Market and transitioned to a privately held entity under new ownership.
Following the Plan of Reorganisation on 23 January 2026, the ultimate parent company became Shenzhen PICEA Robotics Co., Ltd.
In the opinion of the directors there is no ultimate controlling party.
On 28 January 2024, the group and Amazon mutually agreed to terminate the Merger Agreement mentioned previously and entered into a mutual termination agreement effective as of such date (the "Termination Agreement"). The termination of the Merger Agreement was approved by our Board of Directors.
In November 2025, Santrum Hong Kong Co., Limited ("Santrum"), a wholly-owned subsidiary of Shenzhen PICEA Robotics Co., Ltd. ("PICEA") — the primary contract manufacturer — acquired the group's outstanding debt from original lenders, assumed the role of administrative and collateral agent, and agreed to a further extension of covenant relief into January 2026.
On 14 December 2025, the group entered into a Restructuring Support Agreement with PICEA and Santrum and voluntarily commenced a prepackaged Chapter 11 bankruptcy process in the United States Bankruptcy Court for the District of Delaware. The Plan of Reorganization was confirmed on 22 January 2026, and became effective on 23 January 2026. Pursuant to the Plan, all previously outstanding common shares were cancelled with no recovery to existing equity holders, and 100% of the reorganized company’s equity was transferred to PICEA. iRobot Corporation was subsequently delisted from the Nasdaq Stock Market and transitioned to a privately held entity under new ownership.
Following the Plan of Reorganisation on 23 January 2026, the ultimate parent company became Shenzhen PICEA Robotics Co., Ltd.
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