Registration number: 14159104

OVERIT U.K. LTD

Contents

Company Information	1
Directors' Report	2
Statement of Directors' Responsibilities	3
Independent Auditor's Report	4 to 6
Profit and Loss Account	7
Balance Sheet	8
Statement of Changes in Equity	9
Notes to the Financial Statements	10 to 16

OVERIT U.K. LTD

Company Information

Directors

Mr P Bergamo Mr E H J Middleton

Secretary

Regulation Management Limited

Registered office

Cannon Place 78 Cannon Street London EC4N 6HN

Auditors

Cameron & Associates Limited The Hour House, 32 High Street Rickmansworth Hertfordshire WD3 1ER

OVERIT U.K. LTD

Directors' Report for the Year Ended 31 December 2025

The Directors of OVERIT U.K. Ltd (hereinafter the 'Company') present their report and the Financial Statements for the year ended 31 December 2025.

Small companies exemption
This report has been prepared in accordance with the special provisions of section 381 of the Companies Act 2006 relating to small companies. The Directors have taken exemption under this regime not to disclose the strategic report.

Directors of the Company

The Directors, who held office during the year, were as follows:

Mr L Perrotta (ceased 13 February 2026)

Mr P Bergamo

Mr E H J Middleton

Principal activity
The principal activity of the Company is the provision of IT products and services, working with other OverIT Group (hereinafter the 'Group') entities to position themselves as cross-market competence centres for Field, Mobile and GIS solutions.

Going concern

OVERIT U.K. LTD meets its day to day working capital requirements with continued support from the immediate parent company (OverIT SpA - Italy). The parent company has made a formal confirmation that it will provide adequate financial support to enable OVERIT U.K. LTD to continue trading for the foreseeable future. On this basis, the Directors consider it appropriate to prepare the financial statements on the going concern basis. The financial statements do not include any adjustments that would result from the withdrawal of this support.

Directors' third party indemnity provisions

Each Director has been provided with a qualifying third-party indemnity from the Group to which the Company belongs. The Group maintains Directors' and officers' liability insurance.

Disclosure of information to the auditors

Each Director has taken steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information. The Directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved by the board on 27 July 2026 and signed on its behalf by:
 

......................................... Mr P Bergamo Director

OVERIT U.K. LTD

Statement of Directors' Responsibilities

The Directors acknowledge their responsibilities for preparing the Annual 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 United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework' ('FRS 101'). 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 apply them consistently;
•	make judgements and accounting estimates that are reasonable and prudent;
•	state whether FRS 101 has been followed, subject to any material departures disclosed and explained in the financial statements; and
•	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.

OVERIT U.K. LTD

Independent Auditor's Report to the Members of OVERIT U.K. LTD

Opinion

We have audited the financial statements of OVERIT U.K. LTD (the 'Company') for the year ended 31 December 2025, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, 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 (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework', in accordance with the provisions applicable to companies entitled to small companies exemptions.

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 auditor 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, to the financial statements, 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 original financial statements were 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 other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•	the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

OVERIT U.K. LTD

Independent Auditor's Report to the Members of OVERIT U.K. LTD

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; or
•	the Directors were not entitled to prepare the financial statements in accordance with the provisions applicable to companies entitled to small companies exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Responsibilities of Directors

As explained more fully in the Statement of Directors Responsibilities set out on page 3, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor 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 auditor’s 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates, and considered the risk of acts by the Company that were contrary to applicable laws and regulations, including fraud.

These included, but were not limited to compliance with Companies Act 2006 and accounting standards.
- We held discussions with management to understand the laws and regulations relevant to the Company. These included elements of the laws and regulations relating to the industry, and financial reporting framework, in the UK.
- We held discussions with management to determine any known or suspected instances of non-compliance with laws and regulations or fraud identified by them;
- Testing the appropriateness of journal entries made through the year by applying specific criteria to detect possible irregularities and fraud;
- For significant and unusual transactions, particularly those occurring at or near year-end, obtaining evidence for the rationale of these transactions and the sources of financial resources supporting the transactions;

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

OVERIT U.K. LTD

Independent Auditor's Report to the Members of OVERIT U.K. 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 an auditor’s 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.

......................................
Rajinder Basra (Senior Statutory Auditor)
For and on behalf of Cameron & Associates Limited, Statutory Auditor
 The Hour House, 32 High Street
Rickmansworth
Hertfordshire
WD3 1ER

27 July 2026

OVERIT U.K. LTD

Profit and Loss Account for the Year Ended 31 December 2025

	Note	2025 £	(As restated)* 2024 £
Revenue from licences		6,000	5,992
Other revenue		441,746	283,798
Revenue	4	447,746	289,790
Purchase of services		(92,080)	(250,580)
Staff costs		(478,426)	(548,277)
Depreciation and amortisation		(72,080)	(56,784)
Other expenses		(1,588)	(250)
Operating loss	5	(196,428)	(566,101)
Finance income		(388)	182
Net finance (cost)/income		(388)	182
Loss before tax		(196,816)	(565,919)
Income tax	9	(1,465)	3,528
Loss for the year		(198,281)	(562,391)

* Figures have been restated compared to those in OVERIT U.K. LTD Financial Statements approved by the Directors on 24 March 2025 in accordance with applicabke accounrtung standards, see note 2.

The above results were derived from continuing operations.

OVERIT U.K. LTD

(Registration number: 14159104)
Balance Sheet as at 31 December 2025

ASSETS	Note	31 December 2025 £	(As restated)* 31 December 2024 £
Non current Assets
Fixed tangible assets	11	1,292	5,578
Asset for deferred tax		-	1,465
Contract assets	10	177,540	80,083
Other non current assets		1,475	6,775
Total non current Assets		180,307	93,901
Current assets
Accounts receivable	12	35,210	285,847
Cash at bank and in hand	13	61,393	93,198
Other current assets		292	397
Total current Assets		96,895	379,442
TOTAL ASSETS		277,202	473,343
EQUITIES AND LIABILITIES
Equity
Share capital	15	50,000	50,000
Reserves		1,846,595	1,846,595
Retained earnings		(1,700,258)	(1,501,977)
Total Equity		196,337	394,618
Current Liabilities
Other current liabilities	14	39,430	51,920
Accounts payable		41,198	26,881
Other financial liabilities		237	(76)
Total Current liabilities		80,865	78,725
TOTAL EQUITY AND LIABILITIES		(277,202)	(473,343)

* Figures have been restated compared to those in OVERIT U.K. LTD Financial Statements approved by the Directors on 24 March 2025 in accordance with applicabke accounrtung standards, see note 2.

These accounts have been prepared in accordance with the provisions applicable to companies entitled to small companies exemptions.

Approved by the board on 27 July 2026 and signed on its behalf by:
 

......................................... Mr P Bergamo Director

OVERIT U.K. LTD

Statement of Changes in Equity for the Year Ended 31 December 2025

	Share capital £	Capital contributions £	Retained earnings £	Total £
At 1 January 2025	50,000	1,846,595	(1,501,977)	394,618
Loss for the year	-	-	(198,281)	(198,281)
Total comprehensive income	-	-	(198,281)	(198,281)
At 31 December 2025	50,000	1,846,595	(1,700,258)	196,337