The directors present the strategic report for the period ended 30 June 2025.
Several strategic and operational initiatives led to £1.6 million of annualised cost reduction in the period. This, combined with a focus on sales performance through investment in the commercial team, alongside the onboarding of a number of strategic partners has helped the business return to a sustainable level of profitability. Further investment has been made throughout the organisation providing the necessary building blocks to growth in the coming years.
This coincided with a refinance with a new funding partner, IGF, which committed to a 36-month deal at the end of May 2025. The facilities are expected to provide the necessary support to the Company’s growth plans over the coming years.
The Company's board reviews the risks facing the Company weekly and works to mitigate them. Processes are designed to identify, mitigate, and manage risk, and the Executive Board bears ultimate responsibility for risk management. The principal risks facing the business and the key controls in place to mitigate are as follows:
Business performance risk: Business performance risk refers to the likelihood that a company may not perform as expected, either due to internal factors or competitive pressures in its market. This risk is managed through several measures, including ensuring the appropriate management team is in place, budget and business planning, monthly reporting and variance analysis, financial controls, key performance indicators, regular forecasting and sensitivity analysis, product and stock management, and maintaining a stock provision that is not in deficit. OKRs have been introduced to hold all employees accountable for performance and the continued success of the business via quarterly, SMART and achievable goals.
Liquidity Risk: This has been reviewed via a sensitivity analysis and even with lower results there is still headroom to operate on an ongoing basis. On top of this further analysis has been carried out to understand what would be required to continue to operate at these lower levels. Cash flow is reviewed on a weekly basis by the FD and all payments are personally signed off to ensure headroom and forecast remains inline with expectation of headroom.
Business continuity risk: Business continuity risk planning is regarded as of significant importance by managers and directors. A business continuity plan has been developed (and is subject to periodic review) to ensure that supply can be maintained in the event of a significant negative impact on the business.
Health and safety risk: The company is committed to ensuring a safe working environment. The risks arising from inadequate management of health and safety matters include exposing employees and third parties to the risk of injury, potential liability, and/or loss of reputation. The company manages these risks through the strong promotion of a health and safety culture and well-defined health and safety policies. Quality processes are handled via the company's ISO 9001 accreditation and framework.
Financial and business control: Strong financial and business controls are essential to ensure the integrity and reliability of financial and other information on which the company relies for day-to-day operations, external reporting, and long-term planning. The company exercises financial and business control through a combination of qualified and experienced financial teams, performance analysis, budgeting and cash flow forecasting, and clearly defined approval limits. The external auditors provide advice on specific accounting and tax issues as they arise.
Cyber Security: Management continue to review the tools in place to ensure they are suitable and enforced cyber awareness throughout the whole organisation. This is supported by keeping up with best practice, providing constant training and continuously reviewing the business continuity plan.
Data Protection: Data protection remains a key focus. The approach will be to utilise more of the Microsoft 365 compliance stack, with licensing capability increased as required to support this.
Regulatory Compliance: The Company is subject to a range of industry-specific regulations, which could expose the company to risks associated with failure to comply with relevant codes of practice, laws, or regulations. Failure to comply could result in fines, the cessation of certain business activities, and/or a public reprimand. This risk is mitigated through close monitoring of regulatory compliance and ongoing training.
The directors have determined that the following financial key performance indicators (KPIs) based on continuing activities are the most effective measure of progress towards achieving the company's objectives:
KPI | 2025 (6 months) |
| 2024 (12 months) |
Turnover | £31,800,662 |
| £71,745,101 |
Operating (loss)/profit | (£1,093,970) |
| (£1,205,178) |
During the period certain costs were incurred that directly link to the refinance of the business. Whilst directly connected with the company’s operations these were not recurring in nature. It was therefore deemed necessary to analyse these costs separately on the face of the statement of comprehensive income to aid understanding of the financial statements. A breakdown of the costs can be found in Note 4.
In addition to the above results, the company is managed using extensive KPIs at both a business and operational level, with regular reviews held weekly and monthly executive board reviews. The following is a list of the key KPIs in operation:
EBITDA: measured as an operating profit before interest, depreciation, and amortisation.
Sales and Gross Margin per day: This shows a trend of what months are busier and what Gross Margin per day is needed to break even.
Working Capital Days: Keeping Trade Debtors, Creditors and Stock consistent is key to control to ensure AR is collecting debtors, AP is paying suppliers on time & stock is turning efficiently to maintain cash levels.
Direct Vendor Contracts: Tracking targets set with the company's direct vendors to ensure collaborative growth in both revenue and customer base.
The board of Intec Microsystems Limited consider that they have acted in good faith and in a manner likely to promote the success of the company for the benefit of all its members (having regard to the stakeholders and matters set out in s172(1)(a)-(f) of the Companies Act 2006) in the decisions taken during the period ended 30 June 2025. The board's primary considerations and decisions are designed to have a long-term, beneficial impact on the company, focusing on delivering high-quality service across all components of the business.
Fundamental to the ultimate success and delivery of this service are the company's team members. The health, safety, and well-being of the company's team members is one of the board's primary considerations in the way the business is conducted. The company aims to be a responsible employer in its approach to the pay and benefits its team members receive. The board believes that part of the key to the company's success lies in the way it engages with its suppliers and customers. The company meets regularly and engages in dialogue with its commercial partners throughout the period. The company constantly reviews certain key areas to prevent involvement in modern slavery, corruption, bribery, and breaches of competition law.
On a wider scale, the board considers the impact of the company's operations on the community and environment as part of its social responsibilities - in particular, how it complies with environmental legislation. At every opportunity, the company pursues waste savings and reacts promptly to local community concerns.
The board is felt to behave responsibly and ensure that management operates in an equally responsible manner. The company operates to high standards of ethics, business conduct, and sound governance, as expected for a business of this nature. In doing so, the company will contribute to the delivery of its plans to meet and exceed its expectations, while nurturing its excellent reputation.
The board intends to behave responsibly towards its shareholders, treating them both fairly and equally, so that they may benefit from the success of the business.
Business Ethos
An ongoing priority for the business will be to consolidate its position by providing a seamless total customer experience from the initial sales process through to customer service, support, and satisfaction. Management intend to continue to offer comprehensive training and coaching programs to further support the company's goal of providing an exceptional customer experience for all its customers.
On behalf of the board
The directors present their annual report and financial statements for the period ended 30 June 2025.
The results for the period are set out on page 12.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
The company’s liquidity requirement for a day-to day operating cash flow continues to be supported by Independent Growth Finance (IGF) Asset Based £13.5m Lending Facility executed in May 2025 and provide full facility cover through to May 2028. The facility is based on receivables and inventory which provides significant headroom during the working capital cycle supporting on time payments to our suppliers.
The company has a normal level of exposure to price, credit, liquidity and cash flow risks arising from its trading activities which are conducted primarily in sterling, US Dollars and Euros. The company is exposed to changes in the price of commodities used for manufacture and changes in the exchange rates it trades in. The company commits to forward hedges on USD, maximum of 4-months out from requirement which is circa 40% of the value required to mitigate exchange risk. No other hedging is taken out.
Credit risk arises principally on direct sales to customers. Company policy is aimed at minimising such risk and requires that deferred terms are granted only to customers who demonstrate an appropriate payment history and satisfy creditworthiness procedures. Credit Insurance is also used to protect the business. Individual exposures are monitored with customers subject to credit limits to ensure that the company’s exposure to bad debts is not significant. In addition, the FD conducts a weekly review of all overdue debt. Accounts overdue are put on credit hold and timely legal action is taken to ensure full debt collection.
Due to changes in the global economic and political environment there is a risk of price changes and supply constraints. Due to the nature of the industry price rises are passed onto the customer and proactive measures are put in place to avoid this where possible. Supply restrictions need to be carefully considered due to global changes over the last 5 years. This has been mitigated by a spread of complementary vendors from different regions of the globe to ensure supply and demand can be maintained.
Engagement with our stakeholders
The Board seeks to understand the respective interests of key stakeholder groups so that these may be properly considered in the Board’s decisions. As part of its ongoing engagement with its key stakeholder the directors have undertaken the following activities
Shareholders
Our ultimate shareholder is Chiltern Capital Nominees Limited which is a proactive and supportive investor in small and medium sized businesses. Intec's Board meet and present monthly the Health and Safety, financial and commercial performances and discuss the strategic roadmap alongside acquisitive opportunities. In addition, the Shareholder has a permanent representative on the Executive Board which provides excellent support on both key projects and strategic value creation initiatives.
Employees
Fundamental to the ultimate success and delivery of our service is our team members. The health, safety and mental wellbeing of our workforce is our primary consideration in the way we conduct our business. We aim to be a responsible employer in our approach to the pay and benefits our employees receive.
Vendors
The Company continues to focus heavily on its supply chain and procurement function carrying out quarterly reviews with our key partners to drive continuous improvement and in return we strive to abide by the payment terms agreed with suppliers in full support of the code of Payment Practices Reporting. We constantly review certain key areas of the supply chain to prevent involvement in modern slavery, corruption, infringement, bribery and breaches of competition law.
Customers
Key to our success is how we engage with our customers, and we meet and have regular dialogue with our commercial partners through the year to gain a full understanding of the market and their needs. An ongoing priority of the business to consolidate our position in the market is to provide a total customer experience from the initial sales process through to customer service, support and satisfaction. We continue, with the support of our vendor partners, to invest in comprehensive training and coaching programs to provide a first-class experience for all our customers. Due to Intec's large trading base there is no concentration risk on customers.
Environment, Sustainability and Communities
On a wider scale we take into account the impact of the company operations on the community and environment as our social responsibilities, in particular how we comply with environmental legislation. At every opportunity we pursue waste savings and react promptly to our local community concerns. We will continue to recognise our Duty of Care towards the environment and place extreme importance on complying with both legal and moral obligations towards the environment and our local community.
The auditor, Cooper Parry Group Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
This section includes our mandatory reporting of energy and greenhouse gas emissions for the period 1 January 2025 to 30 June 2025, pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, implementing the government’s Streamlined Energy and Carbon Reporting (SECR) policy.
The table below includes total energy consumption (reported as kWh) and greenhouse gas emissions for the sources required by the regulations, along with our intensity ratio.
Our methodology to calculate our greenhouse gas emissions is based on the 'Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance (March 2019)’ issued by DEFRA, using DEFRA's 2021 and 2022 conversion factors as appropriate. In some cases, consumption has been extrapolated from available data or direct comparison made to a comparable period.
We report using a financial control approach to define our organisational boundary. We have reported all material emission sources required by the regulations for which we deem ourselves to be responsible and have maintained records of all source data and calculations.
The intensity ratio chosen was tCO2e per £million turnover. This was chosen as it was deemed to be the best metric which could be constantly used over time and would best reflect changes in our energy consumption, but also reflect changes in our operations.
During the reporting period, no new energy efficiency actions have been taken however, our energy management programme is ongoing, including monitoring and targeted reporting of energy consumption on a daily basis at all sites. The energy management programme we run enables us to identify and address any consumption issues as and when they arrive, allowing us to eliminate unnecessary energy waste.
2025 saw the Group refinance with a new banking partner, helping to support the business on its next phase of growth. This, coupled with several strategic and operational initiatives saw the business return to profitability in the period to June 2026.
Financial projections and cash flow forecasts, supported by the facility now in place with the new funding partner, indicate that the business has sufficient headroom to support its growth plans for the foreseeable future. Management has prepared several downside sensitivities, and the outlook remains satisfactory even after allowing for these, supporting the going concern assessment.
At the time of approving the financial statements therefore, the directors believe the company has adequate resources to continue in operational existence for the foreseeable future and thus continue to adopt the going concern basis of accounting in preparing the financial statements.
We have audited the financial statements of Intec Microsystems Ltd (the 'company') for the period ended 30 June 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, 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).
Basis for opinion
Conclusions relating to going concern
Other information
Opinions on other matters prescribed by the Companies Act 2006
As explained more fully in the directors' responsibilities statement, 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.
The extent to which our procedures are capable of detecting irregularities, including fraud
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.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non- compliance with laws and regulations, we considered the following:
- the nature of the industry and sector, control environment and business performance including the design of the company’s remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;
- results of our enquiries of management about their own identification and assessment of the risks of irregularities;
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and
- the matters discussed among the audit engagement team regarding how and where fraud might occur in the Financial Statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the Financial Statements. The key laws and regulations we considered in this context included the UK Companies Act, pensions legislation and tax legislation in all relevant jurisdictions where the company operates.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the Financial Statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
In addition to the above, our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the Financial Statements;
• enquiring of management concerning actual and potential litigation and claims;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
• reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and
• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non- detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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.
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
Intec Microsystems Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, 86-90 Paul Street, London, EC2A 4NE.
The current reporting period has been shortened by 6 months to 30 June 2025, therefore, the comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.
The accounting period has been shortened to align the accounting reference date to that of the ultimate parent company.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Eris Topco Limited. These consolidated financial statements are available from its registered office, 3rd Floor, 86-90 Paul Street, London, EC2A 4NE.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Basic financial liabilities, including creditors, bank loans, 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. Financial liabilities classified as payable within one year are not amortised.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
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 underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
The company reviews its inventory to assess for potential loss on account of obsolescence on a regular basis. In determining whether provision for obsolescence should be recorded in the profit or loss, the company makes judgments as to whether there is any observable data indicating that there is any future saleability of the product and the estimated net realisable value for such product. Accordingly, provision for impairment is made where the net realisable value is anticipated to be less than the cost based on best estimates by the management. The provision for obsolescence of inventory is based on the aged profile of the stock. The provision for obsolete inventory in the current period is £269,062.
An analysis of the company's turnover is as follows:
During the period certain costs were incurred post acquisition that, whilst directly connected with the company's operations were not deemed to be recurring in nature. It was therefore considered necessary for the understanding of the financial statements to analyse these costs separately.
These costs comprise of further post deal related fees totalling £461,221 and IT development expenditures totalling £58,586.
The average monthly number of persons (including directors) employed by the company during the period was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2024 - 5).
As total directors' remuneration was less than £200,000 in the current period, no disclosure is provided for that period.
The actual charge/(credit) for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
The company has an unrecognised deferred tax asset of £986,612 (2024: £642,012) resulting from the availability of carried forward tax losses totalling £4,172,471 (2024: £2,783,809).
Other creditors includes an invoice discounting facility of £6,221,400 (2024: £7,451,141) which is secured by way of the trade debtors to which they relate.
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
A deferred tax asset has not been recognised in respect of tax losses of £3,875,936 as it is not probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits.
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
The profit and loss account includes all current and prior period retained profits and losses, net of dividends paid.
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Dividends totalling £nil (2024 - £0) were paid in the period in respect of shares held by the company's directors.