REGISTERED NUMBER: 09128138 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

NSFOCUS TECHNOLOGIES UK LIMITED

Page

Company information

1

Report of the independent auditors

2

Income statement

5

Balance sheet

6

Notes to the financial statements

7

DIRECTOR:

Z Hu

REGISTERED OFFICE:

1-2 Craven Road

London

W5 2UA

REGISTERED NUMBER:

09128138 (England and Wales)

AUDITORS:

Johnsons Chartered Accountants

Statutory Auditor

1-2 Craven Road

Ealing

London

W5 2UA

Although the company is only required to file a Balance sheet, the Companies Act 2006 requires the accompanying Report of the auditors to be a copy of our report to the members on the company's full Financial statements and Report of the director. Readers are cautioned that the Income statement and certain other primary statements and the Report of the director, referred to in the copy of our Report of the auditors, are not required to be filed with the Registrar of Companies.

Opinion

We have audited the financial statements of NSFOCUS Technologies UK Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice), applying Section 1A of that Standard.

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 UK, including the FRC's Ethical Standard, and the provisions available for small entities 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 in the financial statements, which indicates that the entity incurred a net loss of £195,198 for the period ended 31December 2024, and as of that date, the company's current liabilities exceeded total assets by £6,102,660. As stated in note 2 these events or conditions, along with other matters set forth in note 2, indicate the existence of a material uncertainty that may cast significant doubt on the entity's ability to continue as a going concern.

Our opinion is not modified in this regard.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the director, but does not include the financial statements and our Report of the auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 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.

Opinions 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 Report of the director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the director has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or

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

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic report or in preparing the Report of the director.

Responsibilities of director

As explained more fully in the Statement of director's responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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 a Report of the auditors 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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below:

Extent to which the audit was considered capable of detecting irregularities, including fraud

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Identification and assessment of potential risks

In identifying and assessing potential risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we conducted:

-

Enquiries of management, including obtaining and reviewing supporting documentation, concerning the company's material policies and procedures relating to: identifying, evaluating and complying with laws and regulations; whether they were aware of any instances of non-compliance relating to the detecting; responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations;

-

Our assessment of the influence of public officials over the operations of the company including anymaterial transactions with related parties and key individuals; and

-

Discussions among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. The engagement team includes the Audit Director and staff who have extensive experience of working with companies in the same sectors as the company, and this experience was relevant to the discussion about where fraud risks may arise.

Risks arising from legal and regulatory frameworks

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 in which the company operates, focusing on provisions of those areas that had a direct effect on the determination of material amounts and disclosures in the financial statements.

We did not identify any material audit matters related to the potential risk of fraud or non-compliance with laws and regulations from our work:

-

Reviewing management override of controls;

-

Testing the appropriateness of journal entries and other accounting 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 our assessment of the relevant laws and regulations and potential fraud risks to all engagement team members including internal specialists and significant component audit teams, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the auditors.

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.

J. Stuart Thomson MA CA FCT ATT MCSI (Senior Statutory Auditor)

for and on behalf of Johnsons Chartered Accountants

Statutory Auditor

1-2 Craven Road

Ealing

London

W5 2UA

23 December 2025

TURNOVER

82,543

85,030

Cost of sales

36,980

55,549

GROSS PROFIT

45,563

29,481

Administrative expenses

137,306

170,308

(91,743

)

(140,827

)

Other operating income

(54,561

)

340,540

OPERATING (LOSS)/PROFIT

4

(146,304

)

199,713

Interest payable and similar expenses

48,894

49,853

(LOSS)/PROFIT BEFORE TAXATION

(195,198

)

149,860

Tax on (loss)/profit

-

-

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(195,198

)

149,860

FIXED ASSETS

Tangible assets

5

62,086

118,328

CURRENT ASSETS

Debtors

6

3,794

10,724

Cash at bank

146,683

61,054

150,477

71,778

CREDITORS

Amounts falling due within one year

7

(6,315,223

)

(6,097,568

)

NET CURRENT LIABILITIES

(6,164,746

)

(6,025,790

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(6,102,660

)

(5,907,462

)

CAPITAL AND RESERVES

Called up share capital

800,000

800,000

Retained earnings

(6,902,660

)

(6,707,462

)

SHAREHOLDERS' FUNDS

(6,102,660

)

(5,907,462

)

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

The financial statements were approved by the director and authorised for issue on 23 December 2025 and were signed by:

Z Hu - Director

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

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 financial statements of the company are prepared in GBP and rounded off to nearest GBP.

RELATED PARTY EXEMPTION

The company has taken advantage of the exemption in 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.

GOING CONCERN

As at 31 December 2024, the company had a net current liability position of £6,315,223 (2023: £6,097,790). The company made a net loss of £195,198 (2023: Profit of £149,860) for the year ended 31 December 2024. The company is dependent on continued financial support from its parent company NSFOCUS Technologies Hong Kong Ltd in order to meet its obligations. At 31 December 2024 the company owed £5,963,157 (2023: £5,820,139) to NSFOCUS Technologies Hong Kong Ltd. Whilst this loan is repayable on demand, the director has received confirmation from NSFOCUS Technologies Hong Kong Ltd that it will continue to support the company financially and that the repayment of the loan will not be demanded. These conditions indicate that a material uncertainty exists that may cast significant doubt over the company's ability to continue as a going concern and therefore it's ability to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include any adjustments that would result from the withdrawal of support by the parent company.

Whilst acknowledging this material uncertainty, the directors deem it suitable to present the financial statements on a going concern basis. The financial statements do not incorporate adjustments that would arise if the company were unable to continue as a going concern.

TURNOVER

Turnover represents revenue from sale of goods and services excluding value added tax. Turnover includes revenue from sale of products, professional services, and subscription revenue. Turnover is attributable to geographical markets both inside and outside the UK.

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

Revenue from professional services is recognised by reference to the stage of completion.

Revenue from subscription fees is recognised straight line over the licensing period.

TANGIBLE FIXED ASSETS

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Computer equipment

-

33% on cost

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.

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.

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2023 - 1 ) .

4.	OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging:

2024

2023

£

£

Depreciation - owned assets

56,242

40,799

5.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1 January 2024

444,665

Disposals

(198,453

)

At 31 December 2024

246,212

DEPRECIATION

At 1 January 2024

326,337

Charge for year

56,242

Eliminated on disposal

(198,453

)

At 31 December 2024

184,126

NET BOOK VALUE

At 31 December 2024

62,086

At 31 December 2023

118,328

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

18

7,993

Other debtors

188

189

VAT

3,347

1,782

Prepayments

241

760

3,794

10,724

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

33,321

12,353

Amounts owed to group undertakings

6,186,950

5,856,166

Social security and other taxes

-

3,620

Other creditors

23,884

151,328

Deferred income

48,558

60,001

Accrued expenses

22,510

14,100

6,315,223

6,097,568

8.	RELATED PARTY DISCLOSURES

The loan balance outstanding to the parent company NSFOCUS Technologies Hong Kong Ltd at 31 December 2024 is £5,963,157 (2023: £5,820,139). Since 20 December 2021 interest has been charged at the annual rate of 0.84%. The loan is repayable on demand.

The balance outstanding to the group company NSFOCUS Incorporated (USA) at 31 December 2024 is £93,687 (2023: £36,027).

9.	ULTIMATE CONTROLLING PARTY

The controlling party is NSFOCUS Technologies Hong Kong Ltd.

The ultimate controlling party is NSFOCUS Technologies Group Co. Ltd which is registered in China.

The accounts in which the results of the company are consolidated are those of NSFOCUS Technologies Group Co.,Ltd at 3F, No. 4 Beiwa Road, Haidian District, Beijing, China 100089.