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Registered number: 04273597










ESI UK LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

 
ESI UK LIMITED
 

COMPANY INFORMATION


Directors
Corinne Romefort-Régnier - ESI Group SAS (resigned 24 September 2025)
Corinne Romefort-Régnier (resigned 24 September 2025)
Olfa Zorgati (resigned 9 February 2024)
Gareth Smith (appointed 24 December 2025)
Paul Roy (appointed 24 September 2025)




Registered number
04273597



Registered office
James Cowper Kreston
2 Communcations Road

Greenham Business Park

Newbury

Berkshire

RG19 6AB




Independent auditors
Richardsons
Chartered Accountants and Statutory Auditors

30 Upper High Street

Thame

Oxfordshire

OX9 3EZ




Accountants
James Cowper Kreston
Chartered Accountants

2 Communications Road

Greenham Business Park

Newbury

Berkshire

RG19 6AB





 
ESI UK LIMITED
 

CONTENTS



Page
Strategic report
 
1 - 2
Directors' report
 
3 - 4
Independent auditors' report
 
5 - 7
Statement of comprehensive income
 
8
Balance sheet
 
9
Statement of changes in equity
 
10
Notes to the financial statements
 
11 - 24


 
ESI UK LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
ESI UK Limited is a fully owned subsidiary of ESI Group SAS. 

Following the completion of its acquisition in January 2024 the ESI Group has become part of Keysight Technologies, providing reliable and customized solutions anchored on predictive physics modelling and virtual prototyping expertise. Acting principally in automotive, land transportation, aerospace and defence, and heavy industry, ESI software enables engineers to simulate mechanical designs, smart manufacturing processes, and human-centric workflows to make better decisions earlier in the product lifecycle.

Keysight is an S&P 500 company delivering market-leading design, emulation, and test solutions to help engineers develop and deploy faster, with less risk, throughout the entire product lifecycle.

Business review
 
ESI UK Limited has two main activities: the distribution of software, and the delivery of consulting services related to its software products.

Licenses Distribution is the ESI UK Limited’s main activity, accounting for around 65% of revenue in 2024. In addition to its main business activity of software distribution, ESI UK Limited also provides consulting services directly related to Virtual Prototyping. The services activity, which accounted for around 35% of 2024 revenue, includes Consulting and other services.

Following the acquisition of the ESI Group by Keysight, integration activity has been ongoing during the year. On 31 October 2024, the business assets, liabilities and staff of OpenCFD Ltd, a fellow group company, were transferred to the Company to form part of ongoing operations.

Principal risks and uncertainties
 
From a commercial perspective the nature of the business means it is responding to ad hoc demand from its main customers on a long business cycle (3-6 months to close opportunities). It remains vulnerable to the economic situation and investment from major industrial companies. However, such risk is inherent in the industry sector and remains unchanged when compared with previous years.

We see no threat of the company not being able to realize its assets and therefore also see no additional risk for its suppliers and employees.

Page 1

 
ESI UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

The position at the year end
 
ESI UK revenue amounted to £6,249,071 for 2024, compared with £5,842,210 for 2023.
 
The net loss after tax for 2024 was £78,910, compared with a profit after tax of £130,808 in 2023.

An analysis of the business using KPI's
 
a. High seasonality of licensing revenue confirmed.

b. Licenses repeat business stable compared to 2023, showing the strength of the business model (lease model).


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



Paul Roy
Director

Date: 15 December 2025

Page 2

 
ESI UK LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the Directors to prepare financial statements for each financial 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

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


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make 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 2006They 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.

Results and dividends

The loss for the year, after taxation, amounted to £78,910 (2023 - profit £130,808).

No dividends will be distributed for the year ended 31 December 2024.

Directors

The Directors who served during the year were:

Corinne Romefort-Régnier - ESI Group SAS (resigned 24 September 2025)
Corinne Romefort-Régnier (resigned 24 September 2025)
Olfa Zorgati (resigned 9 February 2024)

Future developments

The Company expects to continue its business activities in 2025, prior to integration of the ESI Group into the Keysight Group. This is expected to take place on 1st May 2025, at which point the trade and assets of the Company will be transferred to another Keysight Group company.

Page 3

 
ESI UK LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Auditors

The auditorsRichardsonswill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





Paul Roy
Director

Date: 15 December 2025

Page 4

 
ESI UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ESI UK LIMITED
 

Opinion


We have audited the financial statements of ESI UK Limited (the 'Company') for the year ended 31 December 2024, 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 policiesThe 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).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2024 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 Auditors' 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


We draw attention to note 2.3 in the financial statements, which indicates that the Directors intend to strike off the company within 12 months from the balance sheet signing date. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The Directors are responsible for the other information contained within the Annual ReportOur 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.


Page 5

 
ESI UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ESI UK LIMITED (CONTINUED)


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 Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


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 Strategic report or 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.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, 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.


Auditors' 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 Auditors' 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 and those charged with governance around actual and potential litigation and claims.


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 Auditors' report.


Page 6

 
ESI UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ESI UK 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 2006Our 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 Auditors' 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.





Jemima King (Senior statutory auditor)
for and on behalf of
Richardsons
Chartered Accountants and Statutory Auditors
30 Upper High Street
Thame
Oxfordshire
OX9 3EZ

15 December 2025
Page 7

 
ESI UK LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
  
6,249,071
5,842,210

Cost of sales
  
(3,470,230)
(3,140,358)

Gross profit
  
2,778,841
2,701,852

Administrative expenses
  
(2,983,647)
(2,800,735)

Other operating income
  
2,703
168,480

Operating (loss)/profit
 3 
(202,103)
69,597

Interest receivable and similar income
 6 
117,450
69,087

(Loss)/profit before tax
  
(84,653)
138,684

Tax on (loss)/profit
 7 
5,743
(7,876)

(Loss)/profit for the financial year
  
(78,910)
130,808

There was no other comprehensive income for 2024 (2023 - £NIL).

The notes on pages 11 to 24 form part of these financial statements.

Page 8

 
ESI UK LIMITED
REGISTERED NUMBER: 04273597

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 8 
18,859
-

Tangible assets
 9 
18,819
22,971

  
37,678
22,971

Current assets
  

Debtors: amounts falling due within one year
 10 
2,562,619
4,005,416

Cash at bank and in hand
 11 
799,691
536,585

  
3,362,310
4,542,001

  

Creditors: amounts falling due within one year
 12 
(1,367,251)
(2,475,974)

Net current assets
  
 
 
1,995,059
 
 
2,066,027

Total assets less current liabilities
  
2,032,737
2,088,998

Provisions for liabilities
  

Deferred tax
 13 
-
(5,743)

Other provisions
 14 
(28,392)
-

  
 
 
(28,392)
 
 
(5,743)

Net assets
  
2,004,345
2,083,255


Capital and reserves
  

Called up share capital 
 15 
100,000
100,000

Profit and loss account
  
1,904,345
1,983,255

  
2,004,345
2,083,255


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




Paul Roy
Director

Date: 15 December 2025

The notes on pages 11 to 24 form part of these financial statements.

Page 9

 
ESI UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
100,000
1,852,447
1,952,447



Profit for the year
-
130,808
130,808



At 1 January 2024
100,000
1,983,255
2,083,255



Loss for the year
-
(78,910)
(78,910)


At 31 December 2024
100,000
1,904,345
2,004,345


The notes on pages 11 to 24 form part of these financial statements.

Page 10

 
ESI UK LIMITED
 

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

1.


General information

ESI UK Limited is a private company limited by share capital and incorporated in England and Wales. The address of its registered office is James Cowper Kreston, 2 Communications Road, Greenham Business Park, Newbury, Berkshire, RG19 6AB.

The principal activity of the Company is providing software support and associated services and the carrying out of studies in numerical simulation.

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 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Keysight Technologies, Inc. as at 31 December 2024 and these financial statements may be obtained from 1400 Fountaingrove Parkway, Santa Rosa, CA 95403, USA.

 
2.3

Going concern

These financial statements have not been prepared on the going concern basis as the Directors have indicated their intention to strike off the company within 12 months from the balance sheet signing date.

Page 11

 
ESI UK LIMITED
 

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

2.Accounting policies (continued)

 
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.

 
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:

Revenues from services consist mainly of consulting and training fees. They are recognised according to the percentage of completion method with regard to projects, such as the margin. Costs are recorded as soon as they are incurred. A provision for losses on completion is recorded if necessary.

Licence fees (up-front fees charged on the grant of a new licence) are governed by the group policy and have been taken into turnover in the year the licence is signed.

Where a licence is assigned to a third party, this is treated as a one-off sale and the benefit taken at the date of the transfer, as both the risks and rewards of the licence are passed to the licensee.

Where licence agreements incorporate termination clauses, turnover only recognises those amounts contractually due to the company. Expenditure will recognise the associated costs up to the date of termination.

When turnover from a licence agreement can be recognised in relation to costs and the costs are measurable, income will be matched against those costs and deferred.

Costs relating to these sales are included in cost of sales.

Turnover also includes revenue recognise by the company in respect of goods and services supplied during the year, exclusive of value added tax and trade discounts.

 
2.6

Operating leases

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

  
2.7

Government grants

Grants received to finance development projects are recognised as income on the basis of completion of related developments.

Page 12

 
ESI UK LIMITED
 

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

2.Accounting policies (continued)

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

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.

 
2.10

Current and deferred taxation

The tax 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.


Page 13

 
ESI UK LIMITED
 

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

2.Accounting policies (continued)

 
2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Computer software
-
Fully amortised
Goodwill
-
6 months - 3 years

 
2.12

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold property
-
20%
Fixtures & fittings
-
25%
Computer equipment
-
25%

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.

Page 14

 
ESI UK LIMITED
 

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

2.Accounting policies (continued)

 
2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.14

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.

 
2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.16

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.
 
Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.17

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Page 15

 
ESI UK LIMITED
 

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

2.Accounting policies (continued)


2.17
Financial instruments (continued)

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Page 16

 
ESI UK LIMITED
 

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

2.Accounting policies (continued)


2.17
Financial instruments (continued)

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.


3.


Operating (loss)/profit

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

2024
2023
£
£

Depreciation of tangible fixed assets
11,951
13,008

Amortisation of intangible assets
9,429
-

Exchange differences
27,425
14,820

Other operating lease rentals
24,377
9,585


4.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
10,000
10,600

Page 17

 
ESI UK LIMITED
 

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

5.


Employees

Staff costs were as follows:


2024
2023
£
£

Wages and salaries
2,094,002
1,686,622

National insurance
428,150
486,448

Cost of defined contribution scheme
75,467
59,330

2,597,619
2,232,400


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


        2024
        2023
            No.
            No.







Employees
16
13



Directors
2
3

18
16


6.


Interest receivable

2024
2023
£
£


Other interest receivable
117,450
69,087

117,450
69,087

Page 18

 
ESI UK LIMITED
 

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

7.


Taxation


2024
2023
£
£

Corporation tax


Adjustments in respect of previous periods
-
9,200


-
9,200


Total current tax
-
9,200

Deferred tax


Origination and reversal of timing differences
(5,743)
(1,324)

Total deferred tax
(5,743)
(1,324)


Taxation on (loss)/profit on ordinary activities
(5,743)
7,876

Factors affecting tax charge for the year

The tax assessed for the year is the same as (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:

2024
2023
£
£


(Loss)/profit on ordinary activities before tax
(84,653)
138,684


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
-
34,671

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
-
38

Capital allowances for year in excess of depreciation
-
1,269

Adjustments to tax charge in respect of prior periods
-
9,200

Deferred tax movements
(5,743)
(1,324)

Group relief
-
(35,978)

Total tax charge for the year
(5,743)
7,876

Page 19

 
ESI UK LIMITED
 

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

8.


Intangible assets




Computer software
Goodwill
Total

£
£
£



Cost


Additions
-
28,288
28,288


Intra-group transfers
44,055
-
44,055



At 31 December 2024

44,055
28,288
72,343



Amortisation


Charge for the year on owned assets
-
9,429
9,429


Amortisation transfer from group
44,055
-
44,055



At 31 December 2024

44,055
9,429
53,484



Net book value



At 31 December 2024
-
18,859
18,859



At 31 December 2023
-
-
-



Page 20

 
ESI UK LIMITED
 

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

9.


Tangible fixed assets


Fixtures & fittings
Computer equipment
Total

£
£
£



Cost or valuation


At 1 January 2024
-
98,400
98,400


Additions
-
1,050
1,050


Transfers intra group
1,747
42,932
44,679


Disposals
-
(1,971)
(1,971)



At 31 December 2024

1,747
140,411
142,158



Depreciation


At 1 January 2024
-
75,429
75,429


Charge for the year on owned assets
15
11,766
11,781


Transfers intra group
1,415
36,515
37,930


Disposals
-
(1,801)
(1,801)



At 31 December 2024

1,430
121,909
123,339



Net book value



At 31 December 2024
317
18,502
18,819



At 31 December 2023
-
22,971
22,971

Page 21

 
ESI UK LIMITED
 

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

10.


Debtors

2024
2023
£
£


Trade debtors
251,616
1,954,292

Amounts owed by group undertakings
1,815,791
1,739,660

Other debtors
39,538
40,371

Prepayments and accrued income
455,674
271,093

2,562,619
4,005,416



11.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
799,691
536,585



12.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
2,424
1,418

Amounts owed to group undertakings
99,161
378,629

Other taxation and social security
154,775
398,979

Other creditors
16,719
13,196

Accruals and deferred income
1,094,172
1,683,752

1,367,251
2,475,974


Page 22

 
ESI UK LIMITED
 

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

13.


Deferred taxation




2024
2023


£

£






At beginning of year
(5,743)
(7,067)


Charged to profit or loss
5,743
1,324



At end of year
-
(5,743)

The deferred taxation balance is made up as follows:

2024
2023
£
£


Accelerated capital allowances
-
(5,743)


14.


Provisions




Other provision

£





Charged to profit or loss
28,392



At 31 December 2024
28,392


15.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



100,000 (2023 - 100,000) Ordinary shares of £1.00 each
100,000
100,000



16.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £75,467 (2023 - £59,330).

Contributions totalling £NIL (2023 - £NIL) were repayable to the fund at the balance sheet date.

Page 23

 
ESI UK LIMITED
 

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

17.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
55,460
11,844

Later than 1 year and not later than 5 years
21,604
-

77,064
11,844


18.


Related party transactions

The Company is exempt under Paragraph 33.1A of FRS 102 from disclosing related party transactions with entities that are part of the group headed by ESI Group SAS, where 100% of the voting rights are controlled within the group.


19.


Post balance sheet events

On 01 May 2025, as part of an internal restructuring following the Keysight acquisition, the Company sold its business assets to a member within the Keysight Group.


20.


Controlling party

The ultimate parent company and the largest and smallest undertaking which consolidates these financial statements is Keysight Technologies, Inc., which is incorporated in the United States of America. The principal place of business and registered office address of Keysight Technologies, Inc., is 1400 Fountaingrove Parkway, Santa Rosa, CA 95403, USA. Copies of the Group financial statements of Keysight Technologies, Inc. can be obtained from this address. 

The ultimate controlling party is Keysight Technologies, Inc. The immediate controlling party and parent
undertaking is ESI Group SAS, a company incorporated in France.


Page 24