Company registration number 10747268 (England and Wales)
SMAG INTERNATIONAL LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
SMAG INTERNATIONAL LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 5
SMAG INTERNATIONAL LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Non-current assets
Investments
3
6,280,689
6,280,689
Non-current liabilities
4
(3,290,438)
Net assets
6,280,689
2,990,251
Equity
Called up share capital
5
2,101,200
2,101,200
Capital contribution reserve
6
1,220,409
1,220,409
Retained earnings
7
2,959,080
(331,358)
Total equity
6,280,689
2,990,251
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
These 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 board of directors and authorised for issue on 7 May 2026 and are signed on its behalf by:
Mr E A Ferrey
Director
Company registration number 10747268 (England and Wales)
SMAG INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
1
Accounting policies
Company information
SMAG International Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Tannery House, Tannery Lane, Send, Woking, GU23 7EF.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention.
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.
1.2
Going concern
During the year the directors resolved to voluntarily wind down SMAG International Limited as part of a strategic group decision. The board formally approved this on the 10th April 2026, and the company is expected to be dissolved during 2026.
Accordingly, the financial statements have been prepared on a break-up basis rather than on a going concern basis. The company has no external liabilities and all remaining balances are intercompany in nature. The directors consider that the company’s affairs can be settled in an orderly manner prior to dissolution.
1.3
Non-current investments
Investments in subsidiary undertakings are recognised at cost.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.4
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position 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.
Classification of 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 deducting all of its liabilities.
SMAG INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 3 -
1.5
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.6
Taxation
The tax expense represents the sum of the tax currently payable.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Total
0
2
3
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
6,280,689
6,280,689
4
Non-current liabilities
2025
2024
£
£
Amounts owed to group undertakings
3,290,438
During the year ended 31 December 2025, an intercompany loan due to Lifelines Limited amounting to £3,369,188 was written off. The balance was voluntarily waived by Lifelines Limited and was not settled in cash or through the transfer of assets.The write-off was completed by mutual agreement between the two parties as part of an intra-group restructuring.
5
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
2,101,200
2,101,200
2,101,200
2,101,200
SMAG INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
6
Capital contribution reserve
2025
2024
£
£
At the beginning and end of the year
1,220,409
1,220,409
The capital contribution reserve brought forward is in relation to an inter-company loan creditor that was owed by SMAG International Limited to its parent company, Lifelines Neuro Company. The parent company gave notice during the 2021 financial year that it would no longer be requesting payment of the intercompany loan and interest owed by SMAG International Limited totalling £1,155,955. SMAG International Limited treated this balance as a capital contribution from the parent company, with a further capital contribution of £64,454 made in the 2022 financial year.
7
Retained earnings
2025
2024
£
£
At the beginning of the year
(331,358)
(252,608)
Adjusted balance
(331,358)
(252,608)
Profit/(loss) for the year
3,290,438
(78,750)
At the end of the year
2,959,080
(331,358)
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
In forming our opinion on the financial statements, which is not qualified, we have considered the adequacy of disclosures made in note 2.2 regarding the company's ability to continue as a going concern and the post balance sheet events. The directors have indicated that they made a decision on the 10th April 2026 that the company is expect to close voluntarily in the foreseeable future. Accordingly, the financial statements have been prepared on an alternative (break-up) basis.
Senior Statutory Auditor:
Izabela Kuchmacz
Statutory Auditor:
Ward Williams Limited
SMAG INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
9
Related party transactions
During the year, SMAG International Limited owed Lifelines Limited £3,369,188 (2024: £3,290,438) in connection with an intercompany loan and accrued interest payable. Lifelines Limited is a subsidiary company of SMAG International Limited.
Interest was charged at the HMRC Average Official Rate for the year being 2.25% (2024: 2.25%) on the entire £3,500,000 loan facility. The loan was contractually repayable by 31 December 2034.
Interest payable to group companies in the year was £78,750 (2024: £78,000).
The total capital contribution from the parent company at the year-end was £1,220,409 (2024: £1,220,409).
During the year, the outstanding balance owed to Lifelines Limited of £3,369,188 was written off in full under a mutual agreement by both parties, and accordingly no balance was payable at the reporting date.
10
Ultimate controlling party
Synthesys Brain Health LLC (incorporated in United States of America) is regarded by the directors as being the company's ultimate parent company following a change in group structure in the year. The registered address of Synthesys Brain Health LLC is 16800 Dallas Parkway Ste, 175 Dallas, Texas, 75248, United States of America.
Lifelines Neuro Company, LLC (incorporated in United States of Amercia) is regarded by the directors as being the company's immediate parent company.
No one individual or entity has ultimate control of the company however SIDIS Corp is the single largest shareholder owning 37.7%.
The largest and smallest group within which the company belongs and for which group financial statements
are prepared is headed by Synthesys Brain Health LLC.