ACCOUNTS - Final Accounts

Registered number: 12526106

SMART MANAGED SOLUTIONS HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

SMART MANAGED SOLUTIONS HOLDINGS LIMITED

COMPANY INFORMATION

Directors	Mr L Bainbridge
	Mr P Harman (resigned 25 October 2024)
	Mr A Wilkin


Registered number	12526106


Registered office	Unit 2, Boyd Business Centre
	Whitewall Road
	Medway City Estate
	Rochester
	Kent
	ME2 4DZ


Independent auditors	Barnes Roffe Audit Limited
	Chartered Accountants & Statutory Auditor
	Charles Lake House
	Claire Causeway
	Crossways Business Park
	Dartford
	Kent
	DA2 6QA

SMART MANAGED SOLUTIONS HOLDINGS LIMITED

CONTENTS

	Page
Strategic report	1
Directors' report	2 - 3
Independent auditors' report	4 - 7
Statement of comprehensive income	8
Balance sheet	9
Statement of changes in equity	10
Notes to the financial statements	11 - 16

SMART MANAGED SOLUTIONS HOLDINGS LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2025

Introduction

The directors present their report and the financial statements of the company for the year ended 31 March 2024.

Business review

The company acts as an intermediate holding company with no trading activity. The directors do not consider there are any principal risks or uncertainties or key performance indicators that need to be considered outside of the performance of its trading subsidary, HR Facilities Ltd, which has remained strong.

This report was approved by the board on 30 December 2025 and signed on its behalf.

Mr A Wilkin

Director

Page 1

SMART MANAGED SOLUTIONS HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2025

The directors present their report and the financial statements for the year ended 31 March 2025.

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;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙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 2006. They 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 profit for the year, after taxation, amounted to £5,845,711 (2024 - £839,813).

Dividends voted during the year amounted to £6,080,133 (2024 - £798,406).

Directors

The directors who served during the year were:

Mr L Bainbridge

Mr P Harman (resigned 25 October 2024)

Mr A Wilkin

Page 2

SMART MANAGED SOLUTIONS HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

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

After the year end, Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and its successor, Barnes Roffe Audit Limited was appointed by the directors under s485 of the Companies Act 2006.

This report was approved by the board on 30 December 2025 and signed on its behalf.

Mr L Bainbridge

Director

Page 3

SMART MANAGED SOLUTIONS HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SMART MANAGED SOLUTIONS HOLDINGS LIMITED

Opinion

We have audited the financial statements of Smart Managed Solutions Holdings Limited (the 'company') for the year ended 31 March 2025, 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 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).

In our opinion the financial statements:

∙give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit 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

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 4

SMART MANAGED SOLUTIONS HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SMART MANAGED SOLUTIONS HOLDINGS LIMITED (CONTINUED)

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 Report. 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. 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.

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 2, 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.

Page 5

SMART MANAGED SOLUTIONS HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SMART MANAGED SOLUTIONS HOLDINGS LIMITED (CONTINUED)

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:

• The engagement partner ensured that the engagement team collectively had the appropriate
competence, capabilities and skills to identify or recognise non-compliance with applicable laws and
regulations;
• We identified the laws and regulations applicable to the company through discussion with directors and
other management, and from our commercial knowledge and experience of the sector that the company
operates in;
• We focused on specific laws and regulations which we considered may have a direct material effect on
the financial statements or the operations of the company, including the Companies Act 2006.
• We assessed the extent of compliance with the laws and regulations identified above through making
enquiries of management, reviewing board minutes, relevant correspondence and certificates held; and
• Laws and regulations were communicated within the audit team at the planning meeting, and during the
audit as any further laws and regulation were identified. The audit team remained alert to instances of
non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:

• Making enquires of management and the board as to where they consider there was susceptibility to
fraud along with their knowledge of actual, suspected and alleged fraud;
• Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and
regulations; and
• Our review of financial statements and testing the disclosures against supporting documentation.

To address the risk of fraud through management bias and override of controls we:

• Performed analytical procedures to identify any unusual or unexpected trends or anomalies;
• Inspected and tested journal entries to identify unusual or unexpected transactions;
• Assessed whether judgement and assumptions made in determining significant accounting estimates,
including stock provisions and the useful economic life of tangible fixed assets, were indicative of
management bias; and
• Investigated the rationale behind significant transactions, or transactions that are unusual or outside the
company’s usual course of business.

Page 6

SMART MANAGED SOLUTIONS HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SMART MANAGED SOLUTIONS HOLDINGS LIMITED (CONTINUED)

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 Auditors' 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 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.

Jamie Hall (Senior statutory auditor)

for and on behalf of

Barnes Roffe Audit Limited

Chartered Accountants

Statutory Auditor

Charles Lake House

Claire Causeway

Crossways Business Park

Dartford

Kent

DA2 6QA

31 December 2025

Page 7

SMART MANAGED SOLUTIONS HOLDINGS LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2025

	2025	2024
Note	£	£


Administrative expenses		(632)	(37)
Operating loss		(632)	(37)
Income from fixed assets investments		5,846,343	840,022
Profit before tax		5,845,711	839,985
Tax on profit	6	-	(172)
Profit for the financial year		5,845,711	839,813

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 11 to 16 form part of these financial statements.

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SMART MANAGED SOLUTIONS HOLDINGS LIMITED

REGISTERED NUMBER: 12526106

BALANCE SHEET

AS AT 31 MARCH 2025

		2025		2024
Note		£		£

Fixed assets
Investments	8		1,275,001		1,275,001
			1,275,001		1,275,001
Current assets
Debtors: amounts falling due within one year	9	1,008,422		409,790
Cash at bank and in hand	10	6,153		6,785
		1,014,575		416,575
Creditors: amounts falling due within one year	11	(1,014,500)		(182,078)
Net current assets			75		234,497
Total assets less current liabilities			1,275,076		1,509,498

Net assets			1,275,076		1,509,498

Capital and reserves
Called up share capital	12	1,275,000	1,275,000
Share premium account		11	11
Profit and loss account		65	234,487
		1,275,076	1,509,498

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

Mr A Wilkin	Mr L Bainbridge
Director	Director

Date: 30 December 2025

The notes on pages 11 to 16 form part of these financial statements.

Page 9

SMART MANAGED SOLUTIONS HOLDINGS LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 April 2024	1,275,000	11	234,487	1,509,498

Profit for the year	-	-	5,845,711	5,845,711
Dividends: Equity capital	-	-	(6,080,133)	(6,080,133)
At 31 March 2025	1,275,000	11	65	1,275,076

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 April 2023	1,275,000	11	193,080	1,468,091

Profit for the year	-	-	839,813	839,813
Dividends: Equity capital	-	-	(798,406)	(798,406)
At 31 March 2024	1,275,000	11	234,487	1,509,498

The notes on pages 11 to 16 form part of these financial statements.

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SMART MANAGED SOLUTIONS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

1.	General information

Smart Managed Solutions Holidings Limited is incorporated in England and Wales and acts as an intermediate holding company. Its registered office is at Unit 2, Boyd Business Centre, Whitewall Road, Medway City Estate, Rochester, Kent, ME2 4DZ.

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 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Smart Managed Solutions Group Limited as at 31 March 2025 and these financial statements may be obtained from Unit 201 Portsoken House, 155-157 Minories, London, EC3N 1LJ.

2.3

Exemption from preparing consolidated financial statements

The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

2.4

Taxation

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.

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SMART MANAGED SOLUTIONS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.6

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.

2.7

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.

2.8

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.

2.9

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.

2.10

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Auditors' remuneration
	All audit fees are borne by the subsidiary company. The company has taken the advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated financial statements of the parent company.

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SMART MANAGED SOLUTIONS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Employees

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

	2025	2024
	No.	No.

Directors	2	3

5.	Income from investments
		2025	2024
		£	£

Dividends received from unlisted investments	5,846,343	840,022
	5,846,343	840,022

6.	Taxation

		2025	2024
		£	£

Corporation tax
Adjustments in respect of previous periods	-	172


		-	172

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SMART MANAGED SOLUTIONS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

6.Taxation (continued)

Factors affecting tax charge for the year
The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
	2025	2024
	£	£

Profit on ordinary activities before tax

5,845,711

839,985

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	1,461,428	209,996
Effects of:
Dividends received	(1,461,586)	(210,005)
Group relief	158	9
Adjustments to tax charge in respect of prior periods	-	172
Total tax charge for the year	-	172

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

7.	Dividends
		2025	2024
		£	£

	Dividends paid	6,080,133	798,406
		6,080,133	798,406

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SMART MANAGED SOLUTIONS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

8.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 April 2024	1,275,001
	At 31 March 2025	1,275,001

Subsidiary undertaking
The following was a subsidiary undertaking of the company:
Name	Country of Incorporation	Registered office	Class of shares	Holding

HR Facilities Limited

England & Wales

Unit 201 Portsoken House, 155-157 Minories, London, EC2N 1LJ

Ordinary

100%

Debtors

					2025	2024
					£	£


Amounts owed by group undertakings	858,422	-
Other debtors	150,000	409,790
	1,008,422	409,790

10.	Cash and cash equivalents
		2025	2024
		£	£

Cash at bank and in hand	6,153	6,785
	6,153	6,785

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SMART MANAGED SOLUTIONS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

11.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Amounts owed to group undertakings	1,000,000	167,578
Other creditors	6,000	6,000
Other taxation and social security	8,500	8,500
	1,014,500	182,078

12.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

425,000 (2024 - 425,000) Ordinary shares shares of £1.00 each	425,000	425,000
850,000 (2024 - 850,000) A Ordinary shares shares of £1.00 each	850,000	850,000

	1,275,000	1,275,000

13.

Related party transactions

At the year end the company was owed £Nil (2024: £259,790) from and £6,000 (2024: £6,000) to companies with a common director.

The company is a wholly owned member of the group, headed by Smart Managed Solutions Group Limited, the consolidated accounts of which are publically available. Accordingly, the company has taken advantage of the exemption in FRS102 s33.1a from disclosing transactions with members of the Smart Managed Solutions Group Limited group.

14.	Controlling party

The ultimate parent undertaking is Smart Managed Solutions Group Limited, a company incorporated in England and Wales. There is no one ultimate controlling party.

Page 16