Company No: 12051645 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	G Karantonis (Appointed 10 December 2024)
	A Kokkiniotis
	A Lowe
	A Wolfson

REGISTERED OFFICE	12 Frobisher Road
	London
	N8 0QS
	United Kingdom

COMPANY NUMBER

12051645 (England and Wales)

ACCOUNTANT	Alliotts LLP
	Manfield House
	1 Southampton Street
	London
	WC2R 0LR

	Note	2024		2023
		£		£
Fixed assets
Investments	3	212		212
		212		212
Current assets
Debtors	4	1,609,371		1,458,145
Cash at bank and in hand	5	1,173,615		60,186
		2,782,986		1,518,331
Creditors: amounts falling due within one year	6	( 18,252)		( 1,151)
Net current assets		2,764,734		1,517,180
Total assets less current liabilities		2,764,946		1,517,392
Creditors: amounts falling due after more than one year	7	0		( 458,647)
Net assets		2,764,946		1,058,745
Capital and reserves
Called-up share capital	8	211		148
Share premium account		3,008,400		1,053,963
Equity reserve		0		92,314
Profit and loss account		( 243,665 )		( 87,680 )
Total shareholders' funds		2,764,946		1,058,745

For the financial year ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Smartify Holdings Ltd (registered number: 12051645) were approved and authorised for issue by the Board of Directors on 24 September 2025. They were signed on its behalf by:

Athanasios Kokkiniotis Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Smartify Holdings Ltd (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 12 Frobisher Road, London, N8 0QS, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Employee benefits

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
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.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Convertible loan notes
The component parts of compound instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. On initial recognition, the financial liability component is recorded at its fair value. At the date of issue, in the case of a convertible bond denominated in the functional currency of the issuer that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in the equity reserve within equity and is not subsequently remeasured.

Transaction costs are apportioned between the liability and equity components of the convertible instrument based on their relative fair values at the date of issue. The portion relating to the equity component is charged directly against equity.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	3		3

3. Fixed asset investments

Investments in subsidiaries

	2024
	£
Cost
At 01 January 2024	212
At 31 December 2024	212
Carrying value at 31 December 2024	212
Carrying value at 31 December 2023	212

4. Debtors

	2024		2023
	£		£
Amounts owed by Group undertakings (note 9)	1,594,518		1,458,145
VAT recoverable	14,853		0
	1,609,371		1,458,145

5. Cash and cash equivalents

	2024		2023
	£		£
Cash at bank and in hand	1,173,615		60,186

6. Creditors: amounts falling due within one year

	2024		2023
	£		£
Trade creditors	17,100		150
Amounts owed to Group undertakings (note 9)	100		100
Accruals	1,052		901
	18,252		1,151

7. Creditors: amounts falling due after more than one year

	2024		2023
	£		£
Convertible loan notes	0		458,647

8. Called-up share capital

	2024		2023
	£		£
Allotted, called-up and fully-paid
29,080,000 Ordinary shares of £ 0.000005 each (2023: 290,800 shares of £ 0.0005 each)	145.40		145.40
662,000 Deferred ordinary shares of £ 0.000005 each (2023: 6,620 shares of £ 0.0005 each)	3.31		3.31
12,505,401 Preferred Seed Shares ordinary shares of £ 0.000005 each (2023: nil shares)	62.52		0
	211.23		148.71

The company has three classes of shares, the Preferred Seed, Ordinary and Deferred shares. All three classes of shares carry no right to fixed income. The Ordinary shares carry one vote per share at meetings.

During the year 9,268,875 Preferred Seed Shares shares were allotted at a price of £0.179094 per share and total consideration of £1,660,000 was received. Additionally the outstanding convertible loan was converted to 3,236,526 Preferred Seed Shares at a price of £0.154487 per share.

9. Related party transactions

The Company has availed of the exemption provided in FRS 102 Section 33 Related Party Disclosures not to disclose transactions entered into with fellow group companies that are wholly owned within the group of companies of which the Company is a wholly owned member.

Transactions with group companies

Amounts owed by Group undertakings

	2024		2023
	£		£
Entities over which Smartify Holdings Ltd has control, joint control or significant influence	1,594,518		1,458,145

Amounts owed to Group undertakings

	2024		2023
	£		£
Entities over which Smartify Holdings Ltd has control, joint control or significant influence	100		100