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REGISTERED NUMBER: 11141052 (England and Wales)













FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

SMARTLY.IO SOLUTIONS LTD

SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


SMARTLY.IO SOLUTIONS LTD

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2024







DIRECTORS: S L Edwards
G S Sampson





REGISTERED OFFICE: Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG





REGISTERED NUMBER: 11141052 (England and Wales)





AUDITORS: Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052)

BALANCE SHEET
31 DECEMBER 2024

31.12.24 31.12.23
Notes £    £    £   
FIXED ASSETS
Tangible assets 4 52,159 27,733

CURRENT ASSETS
Debtors 5 3,491,146 1,746,282
Cash at bank 510,810 356,215
4,001,956 2,102,497
CREDITORS
Amounts falling due within one year 6 2,178,416 921,480
NET CURRENT ASSETS 1,823,540 1,181,017
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,875,699

1,208,750

CAPITAL AND RESERVES
Called up share capital 8 1,000 1,000
Capital contribution reserve 9 2,823,197 1,234,947
Retained earnings 9 (948,498 ) (27,197 )
SHAREHOLDERS' FUNDS 1,875,699 1,208,750

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 April 2025 and were signed on its behalf by:





G S Sampson - Director


SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1. STATUTORY INFORMATION

Smartly.io Solutions Ltd 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.

The company's trading address is: 11 Hill's Place, 1st Floor, West End House, London, W1F 7SE.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has obtained a letter of support from its parent company, Smartly.io Solutions Oy. The Directors of Smartly.io Solutions Oy have provided a commitment to provide any financial support which may be necessary in order that the company can meet its liabilities, as they fall due, for a period of at least 12 months and 1 day from the date of the Smartly.io Solutions Ltd audit report. As a result of this commitment the directors have continued to adopt the going concern basis in preparing these financial statements.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover
Turnover represents amounts charged to the company's parent company under an advertising and marketing agreement, excluding value added tax. Turnover is recognised when rechargeable costs are incurred.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and machinery etc - Straight line over 3 years

Tangible fixed assets are recognised at initial cost, less depreciation as calculated in line with the above.

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

Current or deferred taxation assets and liabilities are not discounted.

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


SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Financial instruments
Basic financial instruments, as covered by Section 11 of FRS 102, are measured at amortised cost. The company does not have any Other Financial Instruments, as covered by Section 12 of FRS 102.

Share based payments
Equity-settled share-based compensation benefits are provided to employees.

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for services.

The cost of equity-settled transactions is measured at fair value on grant date. For options over shares, fair value is independently determined using the Black Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. For the sole award of shares, the fair value is deemed to be the fair value of the underlying share at the grant date.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 55 (2023 - 32 ) .

SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

4. TANGIBLE FIXED ASSETS
Plant and
machinery
etc
£   
COST
At 1 January 2024 38,400
Additions 44,437
At 31 December 2024 82,837
DEPRECIATION
At 1 January 2024 10,667
Charge for year 20,011
At 31 December 2024 30,678
NET BOOK VALUE
At 31 December 2024 52,159
At 31 December 2023 27,733

5. DEBTORS
31.12.24 31.12.23
£    £   
Amounts falling due within one year:
Amounts owed by group undertakings 3,295,259 1,469,388
Other debtors 135,887 216,894
3,431,146 1,686,282

Amounts falling due after more than one year:
Other debtors & prepayments 60,000 60,000

Aggregate amounts 3,491,146 1,746,282

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.24 31.12.23
£    £   
Trade creditors 33,508 37,960
Amounts owed to group undertakings 17,105 340,333
Taxation and social security 485,193 116,520
Other creditors and accruals 1,642,610 426,667
2,178,416 921,480

SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

7. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
31.12.24 31.12.23
£    £   
Within one year 387,600 378,600
Between one and five years 64,600 452,200
452,200 830,800

8. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.24 31.12.23
value: £    £   
1,000 Ordinary £1 1,000 1,000

9. RESERVES
Capital
Retained contribution
earnings reserve Totals
£    £    £   

At 1 January 2024 (27,197 ) 1,234,947 1,207,750
Deficit for the year (921,301 ) (921,301 )
Share option expense - 1,588,250 1,588,250
At 31 December 2024 (948,498 ) 2,823,197 1,874,699

10. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Emma Crowley (Senior Statutory Auditor)
for and on behalf of Oury Clark Chartered Accountants

We would like to draw your attention to the following statement contained within our audit report as included within the full financial statements:-

"Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed."

SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

11. ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party.

The immediate parent company is Smartly.io Solutions Oy, which is incorporated in Finland.

The ultimate parent company is Smartly.io Holding Oy, which is incorporated in Finland. Smartly.io Holding Oy prepares consolidated financial statements. These are available upon request from Elielinaukio 2 G, 00100, Helsinki, Finland which is their registered office.

12. SHARE-BASED PAYMENT TRANSACTIONS

The Company has issued equity settled share options to its employees. The equity offered is that of Smartly.io Holding Oy (incorporated in Finland). These options all vest over a period of 4 years and expire after 10 years from the vesting commencement date.

The following table summarises the equity settled share options with employees in the period:


Item

Number
Weighted average
exercise price (EUR

)
Outstanding at the beginning of the period432,77332.74
Granted during the year17,25026.16
Forfeited/cancelled during the period(114,244)18.28
Transferred from fellow group undertaking409,24124.11
Exercised during the period(416)20.16
Expired during the period--
Outstanding at the end of the period744,60423.49

Exercisable at the end of the period525,48625.90

The share based payment expense is recognised on a reasonable allocation of the group expense. The charge recognised in the year was £1,588,250 (2023: £1,123,141).

Further details over how the fair value of the goods or services received are measured are given in note 2 to the financial statements.