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Registered number: 15637921 SAMOTICS LTD FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
SAMOTICS LTD CONTENTS
| Page
Company information | 1
Balance sheet | 2
Statement of changes in equity | 3
Notes to the financial statements | 4 - 11
SAMOTICS LTD COMPANY INFORMATION
Directors | J B Hoogeweegen
| L C Bowden
| S F W Jagers
Registered number | 15637921
Registered office | 16 Great Queen Street
| Covent Garden
| London
| WC2B 5AH
Independent auditor | Blick Rothenberg Audit LLP
| Chartered Accountants & Statutory Auditor
| 16 Great Queen Street
| Covent Garden
| London
| WC2B 5AH
Page 1
|  | REGISTERED NUMBER:15637921
SAMOTICS LTD BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 4 |  | 4,424 |  | -
|  |  | 4,424 |  | -
Current assets |  |  |  |  |
Stocks |  | 1,989 |  | - |
Debtors: amounts falling due within one year | 5 | 971,886 |  | 86,034 |
Cash at bank and in hand |  | 1,521,713 |  | 5,947 |
|  | 2,495,588 |  | 91,981 |
Creditors: amounts falling due within one year | 6 | (2,377,169) |  | (91,980) |
Net current assets |  |  | 118,419 |  | 1
Total assets less current liabilities |  |  | 122,843 |  | 1
Net assets |  |  | 122,843 |  | 1
Capital and reserves |  |  |  |  |
Called up share capital | 7 |  | 1 |  | 1
Profit and loss account |  |  | 122,842 |  | -
Total equity |  |  | 122,843 |  | 1
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
S F W Jagers
Director
Date: 17 August 2026
The notes on pages 4 to 11 form part of these financial statements. Page 2
SAMOTICS LTD STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 11 April 2024 | - | - | -
Comprehensive income for the year |  |  |
Profit for the financial period | - | - | -
Total comprehensive income for the period | - | - | -
Contributions by and distributions to owners |  |  |
Shares issued during the period | 1 | - | 1
Total transactions with owners | 1 | - | 1
At 31 December 2024 and 1 January 2025 | 1 | - | 1
Comprehensive income for the year |  |  |
Profit for the financial year | - | 122,842 | 122,842
Total comprehensive income for the year | - | 122,842 | 122,842
At 31 December 2025 | 1 | 122,842 | 122,843
| The notes on pages 4 to 11 form part of these financial statements.
Page 3
SAMOTICS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Samotics Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is 16 Great Queen Street, Covent Garden, London, United Kingdom, WC2B 5AH. The company was incorporated on 11 April 2024 and commenced trade on 30 April 2024. The prior period financial statements were compiled in respect of the short period from 11 April 2024 to 31 December 2024. The comparatives are therefore not directly comparable. The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. 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 disclosure requirements of Section 1A of FRS 102 have been applied. The following principal accounting policies have been applied:
| 2.2 | Going concern
The company has received a letter of financial support from its parent undertaking and the directors have considered post year end trading and cash reserves of the group and company. As a result, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
| 2.3 | Foreign currency translation
Functional and presentation currency The company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'. Page 4
SAMOTICS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Turnover
Revenue from contracts to provide sales and marketing services to the parent company is recognised in the period in which the services are provided. Revenue is recognised to the extent that it is probable that the company will receive the consideration due under the contract and the amount of revenue can be recognised reliably. Revenue is measured as the fair value of the consideration received or receivable. Revenue from contracts with third parties is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably. General Net turnover includes income from the sale and lease of hardware and provided services, net of discounts and turnover- related taxes. Revenue is recognised based on distinct performance obligations specified in customer contracts. When a contract contains multiple performance obligations, the total transaction price is allocated proportionally to each obligation based on its relative value. Customer contracts typically do not involve variable consideration. The company generates revenue from the following performance obligations: Supply of hardware Revenue is recognised when the significant risks and rewards of ownership are transferred to the customer. Under standard incoterms, this occurs upon delivery of the goods. Customers can either purchase or lease the hardware. When leased, revenue is recognised over the lease term, reflecting the transfer of control and benefits to the customer over time. The company does not have customer contracts that include performance obligations related to warranties or returns. Supply of services Services relate to our service and connectivity revenue. Service subscriptions grant customers the real-time asset tracking and the right to use the Samotics's intellectual property, including hosting, access to software updates and upgrades on an as-available basis, and support services. Subscriptions for connectivity provide customers with access to a third-party (4G) telecom network, which enables transmitting the acquired current and voltage measurements to the Samotics platform. Subscription terms typically range from one to three years, with the annual subscription fee contractually agreed and usually invoiced one year in advance. Revenues are recognised on a straight-line basis over the term of the subscription contract. Page 5
SAMOTICS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Turnover (continued)
In 2024, the company introduced packages that combine hardware leasing and service fees into a single price. As the fee is not separated into its underlying components, revenue is recognised on a straight-line basis over the subscription contract term.
| 2.5 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.6 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.7 | Pensions
Defined contribution pension plan The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.
| 2.8 | Taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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. Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years. 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. Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Page 6
SAMOTICS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | Taxation (continued)
Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.9 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Office equipment | - | 5 years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.10 | Cash
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
| 2.11 | Share capital
Ordinary shares are classified as equity. Page 7
SAMOTICS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.12 | Financial instruments
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments. Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. 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. The company's policies for its major classes of financial assets and financial liabilities are set out below. Financial assets Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment. Financial liabilities Basic financial liabilities, including trade and other creditors and loans from fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Impairment of financial assets Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. Page 8
SAMOTICS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued) Derecognition of financial assets and financial liabilities Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Offsetting of financial assets and financial liabilities Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.
3. | Employees
| The average monthly number of employees, including directors, during the year was 7 (9 month period ended 31 December 2024 - 2).
4. | Tangible fixed assets
|  | Office equipment
|  | £
| Cost |
| Additions | 5,089
| At 31 December 2025 | 5,089
| Depreciation |
| Charge for the year | 665
| At 31 December 2025 | 665
| Net book value |
| At 31 December 2025 | 4,424
| At 31 December 2024 | -
Page 9
SAMOTICS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 11,162 | 3,147
| Amounts owed by group undertakings | 927,890 | 82,683
| Other debtors | - | 204
| Prepayments and accrued income | 32,834 | -
|  | 971,886 | 86,034
| Amounts owed by group undertakings incur interest equal to 12 months EURIBOR + 3 percent, have no fixed repayment date and are repayable on demand.
6. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 2,985 | 420
| Amounts owed to group undertakings | 319,078 | 68,642
| Corporation tax | 29,073 | -
| Other taxation and social security | 296,917 | -
| Accruals and deferred income | 1,729,116 | 22,918
|  | 2,377,169 | 91,980
| Amounts owed to group undertakings incur interest equal to 12 months EURIBOR + 3 percent, have no fixed repayment date and are repayable on demand.
7. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 (2024 - 1) Ordinary share of £1.00 | 1 | 1
8. | Contingent liabilities
On 16 December 2024 Samotics Holding B.V, the company's ultimate parent undertaking, entered into a facilities agreement for a total facility of EUR 20,000,000. The total contingent liability as at 31 December 2025 was £11,356,743 (2024: £5,393,325). Page 10
SAMOTICS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
9. | Controlling party
The parent company of the only group of undertakings of which the company is a member and for which consolidated financial statements are prepared is Samotics Holding B.V., whose registered office is Bargelaan 200, 2333CW in Leiden, Netherlands. The consolidated accounts of this group are available from https://www.kvk.nl/zoeken/
10. | Auditor's information
The auditor's report on the financial statements for the year ended 31 December 2025 was unqualified. The audit report was signed on 17 August 2026 by Nicholas Anderson (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.
Page 11