ACCOUNTS - Final Accounts

Registered number: 10033169

ESMART SYSTEMS UK LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


ESMART SYSTEMS UK LIMITED

CONTENTS

	Page
Statement of Financial Position	1
Notes to the Financial Statements	2 - 6


ESMART SYSTEMS UK LIMITED REGISTERED NUMBER:10033169

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	4		2,839		2,464
Current assets
Debtors: amounts falling due within one year	5	162,473		3,418
Cash at bank and in hand		169,581		160,355
		332,054		163,773
Current liabilities
Creditors: amounts falling due within one year	6	(1,135,767)		(627,546)
Net current liabilities			(803,713)		(463,773)
Net liabilities			(800,874)		(461,309)

Capital and reserves
Called up share capital	7	100	100
Profit and loss account		(800,974)	(461,409)
		(800,874)	(461,309)

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 statement of comprehensive income 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 on 1 June 2026.

O J Melleby

Director

The notes on pages 2 to 6 form part of these financial statements.

Page 1


ESMART SYSTEMS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

eSmart Systems UK Limited is a private limited liability company incorporated in England and Wales, with its registered office address at 5 Elstree Gate, Elstree Way, Borehamwood, Hertfordshire, WD6 1JD.

The principal activity of the company is to provide IT products and services.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:

2.2

Going concern

The company has net liabilities of £800,874 as at 31 December 2025 and incurred a loss of £339,564 during the year. The company is reliant on continued financial support from its parent undertaking, eSmart Systems AS, a company registered in Norway.
As at 31 December 2025, the company owed £933,657 to eSmart Systems AS in respect of intercompany loan funding. The director has received a formal letter of support from eSmart Systems AS confirming that the parent has the financial resources and intention to provide the company with sufficient funding to meet its liabilities as they fall due, and that the intercompany balance will not be called for repayment, for a period of at least twelve months from the date of approval of these financial statements.
On the basis of this support, the director considers it appropriate to prepare the financial statements on the going concern basis.

2.3

Turnover

Turnover comprises revenue recognised by the Company in respect of services supplied during the year, exclusive of Value Added Tax.

Revenue from external services is recognised when the services are provided to the customer.

Revenue from intercompany recharges is recognised on a cost-plus basis, with income recognised as the underlying costs are incurred.

2.4

Debtors

Short term debtors are measured at the transaction price, less any impairment.

2.5

Creditors

Short term creditors are measured at the transaction price.

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 2


ESMART SYSTEMS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.7

Pensions

Defined contribution pension plan

The Company contributes to 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 the Statement of Comprehensive Income when they fall due.
Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.

2.8

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 reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

a) 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
b) Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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.

Depreciation is provided on the following basis:

Computer equipment

25%

straight line

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.

Page 3


ESMART SYSTEMS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

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.

Employees

The average monthly number of employees, including directors, during the year was 3 (2024 - 3).

4.	Tangible fixed assets

		Computer equipment
		£
	Cost
	At 1 January 2025	5,064
	Additions	2,144
	At 31 December 2025	7,208
	Depreciation
	At 1 January 2025	2,600
	Charge for the year on owned assets	1,769
	At 31 December 2025	4,369
	Net book value
	At 31 December 2025	2,839
	At 31 December 2024	2,464

Page 4


ESMART SYSTEMS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Debtors

					2025	2024
					£	£

Trade debtors	162,224	-
Other debtors	8	3,129
Called up share capital not paid	100	100
Prepayments and accrued income	141	189
	162,473	3,418

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

Trade creditors	53	53
Amounts owed to group undertakings	933,657	608,158
Other taxation and social security	64,974	6,704
Other creditors	7,343	5,214
Accruals and deferred income	129,740	7,417
	1,135,767	627,546

7.	Share capital
		2025	2024
		£	£

Allotted, called up and partly paid

100 (2024 - 100) Ordinary shares of £1 each	100	100

8.	Controlling party

The ultimate parent company is eSmart Systems AS, a company registered in Norway, with its principal place of business at Hakon Melbergs vei 16, 1783 Halden, Norway. eSmart Systems AS is the parent company of the largest and smallest group of which eSmart Systems UK Limited is a member and for which the group financial statements are drawn up. Copies of the group financial statements are available from the Brønnøysundregistrene.

Page 5


ESMART SYSTEMS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.	Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified.

In their report, the auditors emphasised the following matter without qualifying their report:

In forming our opinion, we have considered the adequacy of the disclosures made in Note 2.2 in the financial statements concerning the uncertainty as to the dependence of the company on the continued financial support of the company's loan creditors. In view of the significance of this uncertainty we consider that it should be drawn to your attention but our opinion is not qualified in this respect.

The audit report was signed on 1 June 2026 by Stephen Iseman FCA (Senior Statutory Auditor) on behalf of Sopher + Co LLP.

Page 6