| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| FOR |
| SMARTLY.IO SOLUTIONS LTD |
| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| FOR |
| SMARTLY.IO SOLUTIONS LTD |
| SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 4 |
| Income Statement | 8 |
| Other Comprehensive Income | 9 |
| Balance Sheet | 10 |
| Statement of Changes in Equity | 11 |
| Cash Flow Statement | 12 |
| Notes to the Cash Flow Statement | 13 |
| Notes to the Financial Statements | 14 |
| SMARTLY.IO SOLUTIONS LTD |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Herschel House |
| 58 Herschel Street |
| Slough |
| Berkshire |
| SL1 1PG |
| SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| The directors present their strategic report for the year ended 31 December 2025. |
| REVIEW OF BUSINESS |
| The Company is engaged in the business of providing services to the parent company, Smartly.io Solutions Oy related to social media marketing optimization and social media marketing optimization on creative ads through artificial intelligence, mainly in the UK market. The Company also provides back office and administrative support services to the parent company. |
| The Company saw an increase in loss before tax of 55.6% in the year from £0.9m to £1.4m. This is from an increase in personnel costs from £10.3m to £13.4m, due to increased headcount, and increased operational costs from £2.0m to £3.3m. These increased costs have resulted in an increase in service fee and management fee from the group, with revenue increasing by 35.4% from £11.3m to £15.3m. The net assets also increased in the year by 36.8% from £1.9m to £2.6m. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The business is subject to regulations, including General Data Protection Regulation, UK Data Protection Act, Consumer Rights Act and Tax Law. We have a Legal Team to regularly review and evaluate these regulations to ensure weremaincompliant. |
| KEY PERFORMANCE INDICATORS |
| Management does not set individual Company KPIs but sets Group KPIs with clear revenue and EBITDA targets for the year, for which the Company is included. Monthly financial statement analysis tracks actual performance to forecast and the forecasted position is updated for theremainderof the year. This processprovidesa real time view of how the year is going and allowsusto take corrective action ifrequired. |
| ON BEHALF OF THE BOARD: |
| SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2025. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2025. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently; |
| - | make judgements 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 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. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| AUDITORS |
| The auditors, Oury Clark Chartered Accountants, offer themselves for re-appointment at the forthcoming General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| SMARTLY.IO SOLUTIONS LTD |
| Opinion |
| We have audited the financial statements of Smartly.io Solutions Ltd (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 December 2025 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 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 and one day 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. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, 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 inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent 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 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| SMARTLY.IO SOLUTIONS LTD |
| 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 any matters in the Strategic Report and the Report of the Directors that are inconsistent with our overall view of the financial statements. |
| 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 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 Statement of Directors' Responsibilities set out on page three, 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 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| SMARTLY.IO SOLUTIONS LTD |
| 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Identifying and assessing potential irregularities, including fraud |
| In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following: |
| - Considering the nature of the industry, sector, control environment and current business activities, including possible performance targets and subsequent remuneration; |
| - Enquiring of management concerning policies and procedures relating to: |
| 1. Complying with laws and regulations and whether there were any instances of non-compliance; |
| 2. Mitigating, detecting and responding to fraud risk and whether there has been any actual or possible instances of fraud; |
| - Discussing within the engagement team regarding how and where fraud may occur in the financial statements along with the possible indicators of fraud. We identified management override as the area most likely to be susceptible to fraud; and |
| - Discussing within the engagement team the legal and regulatory framework in which the company operates and in particular those which would have an impact on the financial statements. The key laws and regulations considered were the Companies Act 2006, UK tax legislation and UK employment legislation. |
| Audit response to the risks identified |
| As noted above, we identified management override as a matter that would most likely be susceptible to fraud. Our procedure to respond to the risk included a review of the nominal ledger and journals posted in the year to ensure there was no evidence of management override. |
| Further, we also identified compliance with the Companies Act 2006, UK tax legislation and UK employment legislation as being key areas where there may be possible non-compliance. Our procedures to respond to these risks included the following: |
| - Review the financial statement disclosures and testing to supporting documentation to assess compliance with the Companies Act 2006; |
| - Safeguard review of the financial statements by a qualified accountant, not associated with the audit team; |
| - Review of the corporation tax return to ensure it complies with UK tax legislation and completion of our detailed corporation tax checklist; |
| - Safeguard review of the tax computation by a qualified Chartered Tax Advisor, not associated with the audit team; and |
| - Check a sample of compliance with right to work checks and reviewed legal fees for indications of material issues arising out of non-compliance with UK employment law. |
| The above matters and identified laws and regulations and potential fraud risks were communicated to all engagement team members in order to enable the team to have the ability to identify such risks. The whole team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
| There are inherent limitations in the audit procedures described above and the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment. |
| 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| SMARTLY.IO SOLUTIONS LTD |
| 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. |
| for and on behalf of |
| Statutory Auditors |
| Herschel House |
| 58 Herschel Street |
| Slough |
| Berkshire |
| SL1 1PG |
| SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052) |
| INCOME STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 31.12.25 | 31.12.24 |
| Notes | £ | £ |
| TURNOVER | 3 |
| Administrative expenses |
| (1,393,096 | ) | (925,280 | ) |
| Other operating income |
| OPERATING LOSS and |
| LOSS BEFORE TAXATION | ( |
) | ( |
) |
| Tax on loss | 6 | ( |
) |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052) |
| OTHER COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 31.12.25 | 31.12.24 |
| Notes | £ | £ |
| LOSS FOR THE YEAR | ( |
) | ( |
) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
( |
) |
| SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052) |
| BALANCE SHEET |
| 31 DECEMBER 2025 |
| 31.12.25 | 31.12.24 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 7 |
| CURRENT ASSETS |
| Debtors | 8 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 9 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 11 |
| Capital contribution reserve | 12 |
| Retained earnings | 12 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| Called up | Capital |
| share | Retained | contribution | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2024 | ( |
) |
| Changes in equity |
| Total comprehensive income | - | (921,301 | ) | 666,949 |
| Balance at 31 December 2024 | ( |
) |
| Changes in equity |
| Total comprehensive income | - | 872,821 | ( |
) | 795,089 |
| Balance at 31 December 2025 | ( |
) |
| SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052) |
| CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 31.12.25 | 31.12.24 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 |
| Tax paid |
| Net cash from operating activities |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Net cash from investing activities | ( |
) | ( |
) |
| Cash flows from financing activities |
| Movement in group balances | ( |
) | ( |
) |
| Net cash from financing activities | ( |
) | ( |
) |
| (Decrease)/increase in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year |
2 |
356,215 |
| Cash and cash equivalents at end of year | 2 | 72,493 | 510,810 |
| SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052) |
| NOTES TO THE CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Loss before taxation | ( |
) | ( |
) |
| Depreciation charges |
| Share option charge | 2,188,185 | 1,588,250 |
| 834,488 | 686,402 |
| (Increase)/decrease in trade and other debtors | ( |
) |
| Increase in trade and other creditors |
| Cash generated from operations |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 December 2025 |
| 31.12.25 | 1.1.25 |
| £ | £ |
| Cash and cash equivalents | 72,493 | 510,810 |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 510,810 | 356,215 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.1.25 | Cash flow | At 31.12.25 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 510,810 | (438,317 | ) | 72,493 |
| 510,810 | ( |
) | 72,493 |
| Total | 510,810 | (438,317 | ) | 72,493 |
| SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 1. | STATUTORY INFORMATION |
| Smartly.io Solutions Ltd is a |
| The company's trading address is: 31-32 Alfred Place, London, WC1E 7DP. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The company has obtained a letter of support from its ultimate parent company, Smartly.io Holding Oy. The Directors of Smartly.io Holding Oy have provided a commitment to provide any financial support which may be necessary in order that the company can meet its liabilities, as they fall due, for a period of at least 12 months and 1 day from the date of the Smartly.io Solutions Ltd audit report. As a result of this commitment the directors have continued to adopt the going concern basis in preparing these financial statements. |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of 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. |
| Critical accounting judgements and key sources of estimation uncertainty |
| The process of preparing financial statements in conformity with accounting principles generally accepted in the United Kingdom ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. |
| The most significant accounting policies requiring judgment by management and the key factors of uncertainty related to estimates are Share-based payment transactions which is presented in this note. |
| Turnover |
| Turnover represents amounts charged to the company's parent company under an advertising and marketing agreement, excluding value added tax. Turnover is recognised when rechargeable costs are incurred. |
| Tangible fixed assets |
| Fixtures and fittings | - |
| Tangible fixed assets are recognised at initial cost, less depreciation as calculated in line with the above. |
| 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. |
| SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| 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. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| 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. |
| SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| Financial assets and financial liabilities are recognised in the Company’s balance sheet when the Company |
| becomes a party to the contractual provisions of the relevant instrument, and derecognised when it ceases to be a party to such provisions. |
| Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly |
| attributable to the acquisition or issue of financial assets and financial liabilities are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. |
| Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through the statement of total comprehensive income are recognised immediately in profit or loss. |
| Financial assets |
| The Company classifies its financial assets into the categories, discussed below, due to the purpose for which the asset was acquired. The Company has not classified any of its financial assets as held to maturity. |
| Loans and receivables |
| These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of services to customers (e.g. trade debtors), but also incorporate other types of contractual monetary asset. They are initially recognised at fair value, including transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost. |
| The Company’s loans and receivables consist of trade and other debtors and prepayments included within the balance sheet. Cash and bank balances include cash held at bank and cash on hand. |
| For certain categories of financial asset, such as trade debtors, assets that are assessed not to be impaired |
| individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables includes the Company’s past experience of collecting payments. |
| Financial liabilities and equity |
| Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the |
| substance of the contractual arrangement. |
| Equity instruments |
| An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Ordinary shares are classified as equity; ordinary shares issued by the Company are recognised at the proceeds received, net of direct issue costs. |
| Financial liabilities |
| Borrowings are initially recognised at fair value net of any directly attributable transaction costs. These |
| interest-bearing liabilities are subsequently measured at amortised cost using the effective interest method, with the interest expense charged at a constant rate on the outstanding liabilities. |
| Share based payments |
| Equity-settled share-based compensation benefits are provided to employees. |
| Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for services. |
| The cost of equity-settled transactions is measured at fair value on grant date. For options over shares, fair value is independently determined using the Black Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. For the sole award of shares, the fair value is deemed to be the fair value of the underlying share at the grant date. |
| SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 3. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the company. |
| An analysis of turnover by geographical market is given below: |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Finland | 15,311,291 | 11,333,991 |
| 15,311,291 | 11,333,991 |
| 4. | EMPLOYEES AND DIRECTORS |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Wages and salaries | 12,154,888 | 8,945,735 |
| Social security costs | 1,020,701 | 959,293 |
| Other pension costs | 165,843 | 147,480 |
| Termination costs | 18,199 | 232,377 |
| 13,359,631 | 10,284,885 |
| During the year, the company incurred costs relating to termination benefits for employees. Termination benefits are recognised when the company is demonstrably committed to either: |
| - terminating the employment of an employee or group of employees before the normal retirement date; or |
| - providing termination benefits as a result of an offer made to encourage voluntary redundancy. |
| At the reporting date, there were no significant outstanding obligations relating to termination benefits. All amounts due have been settled or accrued in accordance with the terms of the agreements. |
| The average number of employees during the year was as follows: |
| 31.12.25 | 31.12.24 |
| Production | 7 | 6 |
| Admin | 16 | 15 |
| Sales | 40 | 34 |
| 63 | 55 |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Directors' remuneration | 2,689,686 | 1,546,539 |
| The remuneration of the highest paid director during the year was £703,006 (2025: £677,652). |
| SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 5. | OPERATING LOSS |
| The operating loss is stated after charging/(crediting): |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Other operating leases |
| Depreciation - owned assets |
| Auditors' remuneration |
| Foreign exchange differences | ( |
) |
| 6. | TAXATION |
| Analysis of the tax credit |
| The tax credit on the loss for the year was as follows: |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Current tax: |
| UK corporation tax | ( |
) |
| Tax on loss | ( |
) |
| Reconciliation of total tax credit included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Loss before tax | ( |
) | ( |
) |
| Loss multiplied by the standard rate of corporation tax in the UK of (2024 - |
( |
) |
( |
) |
| Effects of: |
| Expenses not deductible for tax purposes |
| Capital allowances in excess of depreciation | ( |
) | ( |
) |
| Utilisation of tax losses | ( |
) |
| Adjustments to tax charge in respect of previous periods | ( |
) |
| Group relief | (239,629 | ) | (169,057 | ) |
| Total tax credit | - | (559 | ) |
| SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 7. | TANGIBLE FIXED ASSETS |
| Fixtures |
| and |
| fittings |
| £ |
| COST |
| At 1 January 2025 |
| Additions |
| At 31 December 2025 |
| DEPRECIATION |
| At 1 January 2025 |
| Charge for year |
| At 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| 8. | DEBTORS |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Amounts falling due within one year: |
| Amounts owed by group undertakings |
| Other debtors |
| VAT |
| Prepayments |
| Amounts falling due after more than one year: |
| Other debtors |
| Aggregate amounts |
| 9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Social security and other taxes |
| Other creditors |
| Accrued expenses |
| Included within other creditors is an amount of £24,507 (2024: £10,949) in respect of unpaid pensions at the year end. |
| SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 10. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Within one year |
| Between one and five years |
| Operating lease rentals recognised as an expense during the year amounted to £1,061,515 (2024: £389,709). |
| 11. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.12.25 | 31.12.24 |
| value: | £ | £ |
| Ordinary | £1 | 1,000 | 1,000 |
| Shares carry full and equal rights to participate in voting in all circumstances, in dividends and in capital |
| distributions, whether on a winding up or otherwise. The shares are not redeemable. |
| 12. | RESERVES |
| Capital |
| Retained | contribution |
| earnings | reserve | Totals |
| £ | £ | £ |
| At 1 January 2025 | ( |
) | 1,874,699 |
| Deficit for the year | ( |
) | ( |
) |
| Share option transfer | 2,265,917 | (2,265,917 | ) | - |
| Share option expense | - | 2,188,185 | 2,188,185 |
| At 31 December 2025 | ( |
) | 2,669,788 |
| 13. | ULTIMATE CONTROLLING PARTY |
| There is no ultimate controlling party. |
| The immediate parent company is Smartly.io Solutions Oy, which is incorporated in Finland. |
| The ultimate parent company is Smartly.io Holding Oy, which is incorporated in Finland. Smartly.io Holding Oy prepares consolidated financial statements. These are available upon request from Elielinaukio 2 G, 00100, Helsinki, Finland which is their registered office. |
| SMARTLY.IO SOLUTIONS LTD (REGISTERED NUMBER: 11141052) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2025 |
| 14. | SHARE-BASED PAYMENT TRANSACTIONS |
| The Company has issued equity settled share options to its employees. The equity offered is that of Smartly.io Holding Oy (incorporated in Finland). These options all vest over a period of 4 years and expire after 10 years from the vesting commencement date. |
| The following table summarises the equity settled share options with employees in the period: |
Item | Number | Weighted average exercise price (EUR | ) |
| Outstanding at the beginning of the period | 671,868 | 23.49 |
| Granted during the year | 258,700 | 26.75 |
| Forfeited/cancelled during the period | (43,663 | ) | 19.36 |
| Exercised during the period | (219 | ) | 26 |
| Vested during the period | (80,867 | ) | - |
| Expired during the period | - | - |
| Outstanding at the end of the period | 805,819 | 27.12 |
| Exercisable at the end of the period | 226,074 | 25 |
| The share based expense recognised in the year was £2,188,185 (2024: £1,588,250). |
| Further details over how the fair value of the goods or services received are measured are given in note 2 to the financial statements. |