ACCOUNTS - Final Accounts preparation

Operating (loss)/profit

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

Registered number: 03370750

STEMMER IMAGING LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

STEMMER IMAGING LIMITED

COMPANY INFORMATION

Directors	P Scholten (appointed 1 September 2025, resigned 7 May 2026)
	Stemmer Imaging AG
	M J Buelter (resigned 31 March 2025)
	A E Dehn (appointed 31 March 2025, resigned 31 August 2025)
	M Weccardt (appointed 15 May 2025, resigned 16 June 2026)
	M Theunissen (appointed 23 June 2026)


Registered number	03370750


Registered office	The Old Barn Grange Road
	Tongham, Farnham
	Surrey
	GU10 1DW


Independent auditor's	MHA
	First Floor North
	Global House
	High Street
	Crawley
	RH10 1DL

STEMMER IMAGING LIMITED

CONTENTS

	Page
Directors' report	1 - 3
Independent auditor's report	4 - 7
Statement of comprehensive income	8
Balance sheet	9 - 10
Statement of changes in equity	11
Notes to the financial statements	12 - 26

STEMMER IMAGING LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors' responsibilities statement

The directors are responsible for preparing 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 year. 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 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.

Future developments

Stemmer Imaging UK’s future development strategy focuses on strengthening both its product portfolio and market reach. To address identified market gaps, the company will introduce new ranges of smart cameras and hyperspectral systems, while also leveraging competitively priced technologies emerging from countries such as China to meet previously underserved customer needs. On the market side, demand for machine vision is expanding across several industries, particularly in agriculture, presenting new opportunities for growth. To capitalise on these trends, Stemmer Imaging UK plans to increase its headcount, enabling greater sales capacity and deeper market engagement. This additional resource will also support the expansion of our presence in Eire, where notable potential exists to grow our customer base with a more focused and sustained approach.

Principal activity

Stemmer Imaging Limited is the UK and Ireland sales office for the Stemmer Imaging Group. We are a technology supplier who specialises in the components and subsystems necessary for Industrial and Scientific Imaging applications, which includes cameras, optics, illumination, interconnections and application software components.

The markets for this technology are extremely diverse.

Results and dividends

The loss for the year, after taxation, amounted to £802,834 (2024 - profit £1,216).

The directors have not declared or paid a dividend during the year (2024 - £Nil).

Page 1

STEMMER IMAGING LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Directors

The directors who served during the year were:

P Scholten (appointed 1 September 2025, resigned 7 May 2026)

Stemmer Imaging AG

M J Buelter (resigned 31 March 2025)

A E Dehn (appointed 31 March 2025, resigned 31 August 2025)

M Weccardt (appointed 15 May 2025, resigned 16 June 2026)

Going concern

The financial statements have been prepared on a going concern basis. The directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment. In particular, in response to the current economic climate, higher interest rates and recent higher levels of inflation. The directors have tested their cash flow analysis to take into account the impact on their business of possible scenarios brought on by the current market uncertainty, alongside the measures that they can take to mitigate the impact. Based on these assessments, given the measures that could be undertaken to mitigate the current adverse conditions, and the current resources available, the directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and financial statements.

Indemnity provision

The Company has granted an indemnity to one or more of its directors against liability in respect of proceedings
brought by third parties, subject to the conditions set out in s234 of the Companies Act 2006. Such qualifying
third-party indemnity provision remains in force as at the date of approving the directors' report.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the company since the year end.

Independent Auditor's

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.

The auditors, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

Page 2

STEMMER IMAGING LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

This report was approved by the board and signed on its behalf.

M Theunissen

Director

Date: 21 September 2026

Page 3

STEMMER IMAGING LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF STEMMER IMAGING LIMITED

Opinion

We have audited the financial statements of Stemmer Imaging Limited (the 'company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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.

Conclusions relating to going concern

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

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

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

Page 4

STEMMER IMAGING LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF STEMMER IMAGING LIMITED (CONTINUED)

Other information

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.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

∙we have not received all the information and explanations we require for our audit; or

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report.

Page 5

STEMMER IMAGING LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF STEMMER IMAGING LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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:

∙enquiry of management around actual and potential litigation and claims;

∙enquiry of management to identify any instances of non-compliance with laws and regulations;

∙performing audit work over the risk of management override of controls, including testing of journal entries
and other adjustments for appropriateness, evaluating the business rationale of significant transactions
outside the normal course of business and reviewing accounting estimates for bias.

∙reviewing minutes of meetings of those charged with governance;and,

∙reviewing financial statements disclosures and testing to supporting documentation to assess compliance
with applicable laws and regulations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Page 6

STEMMER IMAGING LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF STEMMER IMAGING LIMITED (CONTINUED)

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in 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.

David Boosey BA (Hons) FCA (Senior Statutory Auditor)

for and on behalf of

MHA

Statutory Auditor

Gatwick

21 September 2026

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)

Page 7

STEMMER IMAGING LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	6,177,418	7,068,328
Cost of sales		(4,089,642)	(4,673,383)
Gross profit		2,087,776	2,394,945
Administrative expenses		(3,090,890)	(2,370,427)
Operating (loss)/profit		(1,003,114)	24,518
Finance costs	9	(7,088)	(8,039)
(Loss)/profit before tax	5	(1,010,202)	16,479
Income tax benefit/(expense)	10	207,368	(15,263)
(Loss)/profit for the financial year		(802,834)	1,216

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 12 to 26 form part of these financial statements.

Page 8

STEMMER IMAGING LIMITED

REGISTERED NUMBER: 03370750

BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£


Fixed assets
Tangible assets	11		599,588		726,304
			599,588		726,304
Current assets
Stocks	12	7,007		22,841
Debtors: amounts falling due within one year	13	796,072		1,023,406
Cash at bank and in hand		1,430,520		782,360
		2,233,599		1,828,607
Creditors: amounts falling due within one year	14	(1,659,167)		(479,397)
Net current assets			574,432		1,349,210
Total assets less current liabilities			1,174,020		2,075,514

Creditors: amounts falling due after more than one year	15		(438,120)		(510,286)
			735,900		1,565,228
Provisions for liabilities
Deferred taxation	17	-		(26,494)
			-		(26,494)
Net assets			735,900		1,538,734

Capital and reserves
Called up share capital	18	79,074	79,074
Share premium account		132,046	132,046
Profit and loss account		524,780	1,327,614
		735,900	1,538,734

Page 9

STEMMER IMAGING LIMITED

REGISTERED NUMBER: 03370750

BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

The company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the reduced disclosure framework.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

M Theunissen

Director

Date: 21 September 2026

The notes on pages 12 to 26 form part of these financial statements.

Page 10

STEMMER IMAGING LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2024	79,074	132,046	1,326,398	1,537,518

Profit for the year	-	-	1,216	1,216

At 1 January 2025	79,074	132,046	1,327,614	1,538,734

Loss for the year	-	-	(802,834)	(802,834)
At 31 December 2025	79,074	132,046	524,780	735,900

The notes on pages 12 to 26 form part of these financial statements.

Page 11

STEMMER IMAGING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Stemmer Imaging Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company information page.

2.Accounting policies

2.1

Basis of preparation of financial statements

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 101 'Reduced Disclosure Framework' and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions under FRS 101:

∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers

∙the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total

∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:

- paragraph 79(a)(iv) of IAS 1;

- paragraph 73(e) of IAS 16 Property, Plant and Equipment;

∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements

∙the requirements of IAS 7 Statement of Cash Flows

∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures

∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

This information is included in the consolidated financial statements of Stemmer Imaging AG as at 31 December 2025 and these financial statements may be obtained from www.unternehmenregister.de.

Page 12

STEMMER IMAGING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.3

Going concern

The financial statements have been prepared on a going concern basis. The directors have reviewed and considered relevant information, including the annual budget, future cash flows, and a comparison of annual budget versus prior year results, in making their assessment. The directors have also assessed the movement in cashflows since the year end. The company is not reliant on any significant third party debt financing. The directors have tested their cash flow analysis to take into account the impact on their business of possible scenarios brought on by the current market uncertainty, alongside the measures that they can take to mitigate the impact. Based on these assessments, given the measures that could be undertaken to mitigate the current adverse conditions, and the current resources available, The Directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and financial statements.

2.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 13

STEMMER IMAGING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

The company has contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the company adjusts the transaction prices of these contracts for the time value of money.

Sale of goods

Revenue from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the company and the customer.

A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.

2.6

Leases

At inception of a contract the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control use of an identified asset, the Company assesses whether:

∙The contract involves the use of an identified asset, this may be specified explicitly or implicitly and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right then the asset is not identified;

∙The Company has a right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

∙The Company has the right to direct the use of the asset. The Company has this right when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used is predetermined, the Company has the right to direct the use of the asset if either:
– The Company has the right to operate the asset; or
– The Company designed the asset in a way that predetermines how and for what purpose it will be used.

At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. However, for leases of land and buildings in which it is a lessee, the Company has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

Page 14

STEMMER IMAGING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.6

Leases (continued)

The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

∙Fixed payments including in-substance fixed payments;

∙Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; and

∙Amounts expected to be payable under a residual value guarantee;

The exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.

The lease liability is measured at amortised cost using the effective interest rate method. It is remeasured where there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 15

STEMMER IMAGING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.8

Pensions

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.

2.9

Current and deferred taxation

The tax benefit or expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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.

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 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 differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 16

STEMMER IMAGING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives on the following bases.

Depreciation is provided on the following basis:

Long leasehold	-	10% straight line
Demo equipment	-	25% straight line
Motor vehicles	-	20% straight line
Fixtures and fittings	-	Between 20% and 33% straight line
Other fixed assets	-	Straight line over the term of the lease

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.

2.11

Impairment of tangible assets

At each reporting end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit into which the asset belongs.

2.12

Stocks

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. Work in progress and finished goods include labour 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.

2.13

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Page 17

STEMMER IMAGING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.14

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.15

Financial instruments

The company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value.

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Fair value through profit or loss

All of the company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset.

Impairment of financial assets

The company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Page 18

STEMMER IMAGING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.15

Financial instruments (continued)

Financial liabilities

Fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability. Certain amendments to FRS 101 become effective for accounting periods beginning on or after 1 January 2026: however, based on management’s assessment, these changes will not have any effect on the company’s financial statements.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Leases
Right-of-use-assets and lease liabilities as disclosed in note 2, have been recognised at the lease commencement date. In determining initial measurement, the present value of leases has been discounted.

Tangible fixed assets
The depreciation rates in respect of tangible fixed assets as disclosed in note 2 are based on management's best estimate of the useful lives of those assets.

Trade debtors
The age, nature and recoverability of all trade debtors are reviewed regularly by management and provisions made where appropriate.

Page 19

STEMMER IMAGING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Turnover

The turnover and profit before taxation are attributable to the one principal activity of the company

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	5,437,360	6,121,534
Europe	550,312	908,479
Rest of the world	189,746	38,315
	6,177,418	7,068,328

Depreciation - owned assets	140,204	157,748
Profit/(Loss) on disposal of fixed assets	-	(8,547)
Foreign exchange differences	20,806	34,748
Cost of inventories recognised as expense	4,089,642	4,673,383

Fees payable to the company's auditor for the audit of the company's financial statements

36,000

35,000

The company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent company.

Page 20

STEMMER IMAGING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Wages and salaries	644,269	804,791
Social security costs	86,553	92,860
Cost of defined contribution scheme	53,018	50,088
	783,840	947,739

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Directors	1	1
Operations	5	1
Sales	4	7
Research and development	1	1

	11	10

8.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	-	65,047
Company contributions to defined contribution pension schemes	-	(1,005)
	-	64,042

9.	Interest payable and similar expenses
		2025	2024
		£	£

	Lease liabilities	7,088	8,039
		7,088	8,039

Page 21

STEMMER IMAGING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Corporation tax
Current tax on profits for the year	-	26,716
Adjustments in respect of previous periods	-	(12,607)
Total current tax	-	14,109

Deferred tax
Origination and reversal of timing differences	(233,862)	653
Adjustment in respect of prior periods	26,494	501
Total deferred tax	(207,368)	1,154


	(Profit)/ loss for the financial year	(207,368)	15,263

(Loss)/profit on ordinary activities before tax

(1,010,202)

16,479

(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(252,550)	4,120
Effects of:
Expenses not deductible for tax purposes	159	7,998
Adjustments to tax charge in respect of prior periods - deferred tax	26,494	-
Movement in deferred tax not recognised	18,530	-
Depreciation for the year in excess of capital allowances	-	15,752
Adjustment in respect of the prior year	(1)	(12,607)
Total tax (credit)/charge for the year	(207,368)	15,263

Page 22

STEMMER IMAGING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.	Tangible fixed assets

	Long leasehold	Demo equipment	Motor vehicles	Fixtures and fittings	Right of use assets	Total
	£	£	£	£	£	£
Cost or valuation
At 1 January 2025	412,309	96,441	221,158	264,742	1,012,507	2,007,157
Additions	-	-	-	13,488	-	13,488
Disposals	-	-	-	(1,844)	-	(1,844)
At 31 December 2025	412,309	96,441	221,158	276,386	1,012,507	2,018,801
Depreciation
At 1 January 2025	397,251	92,655	97,090	254,669	439,188	1,280,853
Charge for the year	13,166	1,831	44,232	7,738	73,237	140,204
Disposals	-	-	-	(1,844)	-	(1,844)
At 31 December 2025	410,417	94,486	141,322	260,563	512,425	1,419,213
Net book value
At 31 December 2025	1,892	1,955	79,836	15,823	500,082	599,588
At 31 December 2024	15,058	3,786	124,068	10,073	573,319	726,304

Right of use assets consist of short leasehold property and fixtures and fittings.

12.	Stocks
		2025	2024
		£	£

Products held for resale	7,007	22,841
	7,007	22,841

Page 23

STEMMER IMAGING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.

Debtors

					2025	2024
					£	£


Trade debtors	554,434	533,316
Amounts owed by group undertakings	-	443,554
Prepayments	60,764	46,536
Deferred taxation	180,874	-
	796,072	1,023,406

Trade debtors are stated net of a provision of £10,718 (2024: £85,459).

Trade receivables of £Nil (2024: £Nil) fall due after more than one year

Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

14.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Trade creditors	1,188,864	36,716
Corporation tax	-	27,870
Other taxation and social security	270,234	168,273
Lease liabilities	22,370	70,612
Other creditors	6	37,300
Accruals and deferred income	177,693	114,956
Advance payments	-	23,670
	1,659,167	479,397

15.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

Lease liabilities	438,120	510,286
	438,120	510,286

Page 24

STEMMER IMAGING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Within one year	22,370	70,612
Between 1-5 years	304,844	301,038
Over 5 years	133,276	209,247
	460,490	580,897

Interest expense on lease liabilities are detailed in note 2.6 and 9. Right of use assets are disclosed in note 11.

17.	Deferred taxation

	2025	2024
	£	£

At beginning of year	(26,494)	(25,340)
Charged to profit or loss	207,368	(1,154)
At end of year	180,874	(26,494)

The deferred taxation balance is made up as follows:
	2025	2024
	£	£

Accelerated capital allowances	(26,494)	(26,494)
Origination and reversal of timing differences	207,368	-
	180,874	(26,494)

Page 25

STEMMER IMAGING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

18.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

79,074 (2024 - 79,074) Ordinary shares of £1.00 each	79,074	79,074

19.

Reserves

Share premium account

Consideration received in excess of the nominal value for shares is moved to the share premium account.

Profit and loss account

The cumulative profits and losses of a company since incorporation, after deducting dividends paid to shareholders.

20.	Pension commitments

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling Nil (2024: Nil) were payable at the end of the reporting period.

The total cost charged to income in respect of defined contribution plans is £53,018 (2024: £50,088).

21.	Related party transactions
	Stemmer Imaging Limited has taken advantage of the disclosure exemption from the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

22.	Post balance sheet events

There are no post balance sheet events that require disclosure in these financial statements.

23.	Ultimate controlling party

The immediate parent company is Stemmer Imaging AG, a company incorporated in Germany, with a registered office address of Gutenbergstr. 9-13, 82178 Puchheim.

The ultimate controlling party is MiddleGround Capital, with a registered office address of 1500 Aristides Blvd, Lexington, KY 40511, USA.

The consolidated accounts of Stemmer Imaging AG are available from www.unternehmensregister.de

Page 26