|
Registered number: 09242383
SMARTCOOL SYSTEMS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
SMARTCOOL SYSTEMS LIMITED
COMPANY INFORMATION
|
|
T Konyi (resigned 13 February 2026)
|
|
|
S I Martin (appointed 13 February 2026)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shaw Gibbs (Audit) Limited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SMARTCOOL SYSTEMS LIMITED
CONTENTS
|
|
|
|
|
|
|
|
|
Independent Auditors' Report
|
|
Statement of Profit or Loss and Other Comprehensive Income
|
|
Statement of Financial Position
|
|
Statement of Changes in Equity
|
|
|
|
|
Notes to the Financial Statements
|
|
|
|
|
|
|
SMARTCOOL SYSTEMS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The director presents his strategic report for the year ended 31 December 2025.
The board and management have reviewed its sales and marketing initiatives and are pleased to report continued improvement in customer acquisitions and revenue growth during 2025. The pilot projects and initial rollouts secured with major clients in prior years have continued to expand, with a number of significant new purchase orders received from large commercial and hospitality sector customers. The Company has seen increased interest in its product offerings from several large client prospects, including in the hotel, property management, pharmaceutical and defence sectors. Specifically, CBRE, one of the largest property managers in the world, named SmartCool as the winner of their prestigious innovation award. This led to becoming a preferred supplier to CBRE. In late 2025 the Company added a member of staff to act as a liaison with CBRE for coordinating various projects they are introducing to SmartCool.
Over the last few years the product mix has continued to gravitate towards the Company's manufactured products, which enjoy higher margins. This trend continued in 2025, with the Smartcool ECO3 range and the Panoramic Power (Pan Pwr) energy monitoring product line both contributing meaningfully to revenue growth. R&D investment in prior periods to bring products into the IoT world, with a focus on wireless energy reporting and control, continued to underpin new customer wins.
Management believes that the Company is well positioned to build on the momentum generated in 2025, with a strong and growing pipeline of prospective projects. Barring any significant economic contraction, the Company anticipates continued sizeable sales growth with high-margin products, including through rollouts to multiple locations with existing clients.
Financial key performance indicators
|
Revenue
The Company's revenue for the year ended 31 December 2025 increased by 6.11% to £2,438,266 (2024: £2,297,863). Gross margin decreased to 60.3% for the year ended 31 December 2025, compared to 63.1% for the year ended 31 December 2024. This represents a 2.8% decrease in gross margins and was primarily due to a slight shift in the sales mix towards the Company's lower-margin distributed products.
Expenses
The Company's administrative expenses increased by 21.4% compared with the prior period, reflecting the investment in sales and technical staff to support the growing order book. The management charge payable to the parent company, Smartcool Systems Inc., amounted to £480,000 (2024: £450,000), representing a contribution towards group head office costs. Finance costs increased to £23,306 for the year ended 31 December 2025 (2024: £20,140).
Income Taxes
Net loss for the year ended 31 December 2025 amounted to £319,570 loss (2024: loss £41,530), due to the continued investment in the business.
|
|
SMARTCOOL SYSTEMS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties
|
a) Fair value of financial instruments
The fair values of cash, accounts receivable, loan receivable, accounts payables and accrued liabilities, and loans payable approximate their carrying values due to the short-term maturity of those instruments. The significance of inputs used in making fair value measurements are examined and classified according to a fair value hierarchy. Fair values of assets and liabilities included in Level 1 are determined by reference to quoted prices in active markets for identical assets and liabilities. Assets and liabilities in Level 2 include valuations using inputs other than quoted prices for which all significant outputs are observable, either directly or indirectly, and are based on valuation models and techniques where the inputs are derived from quoted indices. Level 3 valuations are based on inputs that are unobservable and significant to the overall fair value measurement.
b) Credit risk
Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations. The Company's exposure to credit risk includes cash, and accounts receivables. The Company's maximum exposure to credit risk is equal to the carrying value of the financial assets. The Company reduces its credit risk by maintaining its bank accounts at large financial institutions.
c) Liquidity risk
Liquidity risk is the risk that the Company cannot meet its financial obligations as they become due. The Company's approach to managing liquidity is to ensure that it will have sufficient liquidity to settle liabilities and obligations when they become due. As at 31 December 2025, the Company had cash and amounts receivable of £957,768 (2024: £695,341) to settle current liabilities of £1,006,164 (2024: £714,275). Liquidity risk is assessed as low, supported by the letter of financial support provided by the parent company, Smartcool Systems Inc.
d) Currency risk
Currency risk is the risk that fair value of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has exposure to foreign exchange rate risk arising from its international sales activities, primarily denominated in USD and EUR. The Company manages its risk by using large accredited financial institutions to process its foreign currency transactions ensuring market rate of foreign exchange. Currency risk is assessed as low.
e) Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or fair values of financial instruments. It arises when the Company invests in interest bearing financial instruments. As at 31 December 2025 the Company did not have any financial instruments subject to significant interest rate risk.
f) Going concern
The Company continues to be loss-making and is reliant on the financial support of its parent company, Smartcool Systems Inc., however, based on its current pipeline of prospective customers, 2026 should be a profitable year. The parent company has provided a letter of support confirming its intention to continue to financially support the Company for a period of not less than 12 months from the date of approval of these financial statements. Management has prepared a cash flow forecast for the period to September 2027 which, on the basis of the assumptions set out therein, indicates that the Company will have sufficient resources to meet its obligations as they fall due. The directors therefore consider it appropriate to prepare the financial statements on a going concern basis. Further details are set out in Note 2 to the financial statements.
|
|
SMARTCOOL SYSTEMS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
This report was approved by the board and signed on its behalf.
|
|
SMARTCOOL SYSTEMS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The principal activity of the Company in the year under review and for the forseeablefuture, was that of distribution, marketing and supply of energy efficient equipment that allows cooling systems and heat pumps to operate more efficiently thereby saving energy costs.
The loss for the year, after taxation, amounted to £319,570 (2024 - loss £41,530).
No dividends have been declared (2024 £Nil).
The director who served during the year was:
T Konyi (resigned 13 February 2026)
|
The Company continues to focus on sales growth. Having added several large and well respected customers, the sales cycle for new customers is getting shorter and the closing ratio is improving. To this end, we have added a staff sales person and several additional agents to the marketing efforts. We have seen the pipeline of prospective projects continue to grow and anticipate that barring any significant economic contraction, the Company should see sizeable sales growth with high margin products.
|
|
SMARTCOOL SYSTEMS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Directors' responsibilities statement
|
The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements, in accordance with applicable law.
Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK.
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 the financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and estimates that are reasonable and prudent;
∙state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;
∙assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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 responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.
|
|
SMARTCOOL SYSTEMS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Disclosure of information to auditors
|
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
The auditors, Shaw Gibbs (Audit) Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
|
|
SMARTCOOL SYSTEMS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SMARTCOOL SYSTEMS LIMITED
We have audited the financial statements of Smartcool Systems Limited for the year ended 31 December 2025 which comprise the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies set out on pages 16 - 21. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.
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 IFRSs as adopted by the United Kingdom; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. 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 United Kingdom, including the Financial Reporting Council'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. Our evaluation of the director's assessment of the Company's ability to adopt the going concern basis of accounting included:
∙obtained and reviewed management’s cash flow forecasts covering a period of at least 12 months from the date of approval of the financial statements;
∙obtained evidence of trading performance after the year end, including a review of sales invoices raised and purchase orders received to date;
∙compared key assumptions and figures within management’s going concern assessment to historical performance, and assessed their reasonableness and consistency; and
∙challenged management on the key assumptions underpinning the going concern assessment and evaluated their appropriateness.
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 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.
|
|
SMARTCOOL SYSTEMS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SMARTCOOL SYSTEMS LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report, other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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 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 material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
|
|
SMARTCOOL SYSTEMS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SMARTCOOL SYSTEMS LIMITED (CONTINUED)
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 material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which 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 directors' responsibilities statement on page 5, 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.
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 an auditors' 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.
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:
We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the financial services sector in which it operates. We determined that the following laws and regulations were most significant: the Companies Act 2006 and the relevant provisions of HMRC's regulations.
We understood how the Company is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of Board minutes and communication with key management personnel.
We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
- Identifying and assessing the design effectiveness of controls in place to prevent and detect fraud in a
|
|
SMARTCOOL SYSTEMS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SMARTCOOL SYSTEMS LIMITED (CONTINUED)
company whose principal activities include distribution, marketing and supply of energy efficient equipment;
- Identifying and testing journal entries, in particular manual journal entries made at year end for financial statement preparation; and
- Assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the financial statement item.
We did not identify any irregularities, including fraud.
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 auditors' 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. 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 auditors' 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.
Charlotte Anderson (Senior Statutory Auditor)
for and on behalf of
Shaw Gibbs (Audit) Limited
Statutory Auditors
Wey Court West
Union Road
Farnham
Surrey
GU9 7PT
9 September 2026
|
|
SMARTCOOL SYSTEMS LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
Total comprehensive income
|
|
|
|
The notes on pages 16 to 36 form part of these financial statements.
|
|
|
SMARTCOOL SYSTEMS LIMITED
REGISTERED NUMBER: 09242383
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other receivables
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SMARTCOOL SYSTEMS LIMITED
REGISTERED NUMBER: 09242383
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued capital and reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements on pages 11 to 36 were approved and authorised for issue by the board of directors and were signed on its behalf by:
The notes on pages 16 to 36 form part of these financial statements.
|
|
SMARTCOOL SYSTEMS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
Contributions by and distributions to owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
Contributions by and distributions to owners
|
|
|
|
|
|
|
|
|
The notes on pages 16 to 36 form part of these financial statements.
|
|
|
SMARTCOOL SYSTEMS LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation of property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Movements in working capital:
|
|
|
|
(Increase)/decrease in trade and other receivables
|
|
|
|
Decrease/(increase) in inventories
|
|
|
|
Increase in trade and other payables
|
|
|
|
Cash generated from operations
|
|
|
|
|
|
|
|
|
Net cash from operating activities
|
|
|
|
Cash flows from investing activities
|
|
|
|
Purchases of property, plant and equipment
|
|
|
|
Net cash used in investing activities
|
|
|
|
Cash flows from financing activities
|
|
|
|
Procees from new borrowings
|
|
|
|
Repayment of bank borrowings
|
|
|
|
Payments of finance lease creditors
|
|
|
|
Increase in finance lease creditors
|
|
|
|
Net cash from/(used in) financing activities
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of year
|
|
|
|
Cash and cash equivalents at the end of the year
|
|
|
|
The notes on pages 16 to 36 form part of these financial statements.
|
|
SMARTCOOL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Smartcool Systems Limited (the 'Company') is a private company, limited by shares, incorporated in England and Wales. Registered number 09242383. The Company's registered office is at A2 Endeavour Place Coxbridge Business Park, Alton Road, Farnham, Surrey, GU10 5EH. The Company's principal activity is that of distribution, marketing and supply of energy efficient equipment that allows cooling systems and heat pumps to operate more efficiently thereby saving energy costs.
The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs). They were authorised for issue by the Company's board of directors on 09 September 2026.
Details of the Company's accounting policies, including changes during the year, are included in note 3.
In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Company accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The areas where judgments and estimates have been made in preparing the financial statements and their effects are disclosed in note 5.
The financial statements have been prepared on the historical cost basis except for the following items, which are measured on an alternative basis on each reporting date.
|
|
|
Financial instruments – fair value through profit or loss.
|
3.Accounting policies
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Company recognises revenue when it transfers control over a product or service to a customer.
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
|
|
SMARTCOOL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3.Accounting policies (continued)
Revenue from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the Company and the customer.
A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
|
|
(ii) Rendering of services
|
Revenue from providing services is recognised in the accounting period in which the services are rendered.
For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.
Where contracts include multiple performance obligations, the transaction price will be allocated to each performance obligation based on the stand-alone selling prices. Where these are not directly observable, they are estimated based on expected cost plus margin. For service contracts including a goods element, revenue for the separate good is recognised at a point in time when the good is delivered, the legal title has passed and the customer has accepted the good.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management. In case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services rendered by the Company exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised.
|
|
SMARTCOOL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3.Accounting policies (continued)
The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low-value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise:
∙fixed lease payments (including in-substance fixed payments), less any lease incentives;
The lease liability is included in the 'Loans and borrowings' line in the Statement of Financial Position.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are included in the 'Property, Plant and Equipment' line in the Statement of Financial Position.
The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 3.6.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.
|
|
SMARTCOOL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3.Accounting policies (continued)
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
|
|
Contributions from employees to third parties to defined contribution plans
|
Discretionary contributions made by employees or third parties reduce service cost upon payment of these contributions to the plan.
When the formal terms of the plans specify that there will be contributions from employees or third parties, the accounting depends on whether the contributions are linked to service, as follows:
∙If the contributions are not linked to services (e.g. contributions are required to reduce a deficit arising from losses on plan assets or from actuarial losses), they are reflected in the remeasurement of the net defined benefit liability (asset).
∙If contributions are linked to services, they reduce service costs. For the amount of contribution that is dependent on the number of years of service, the entity reduces service cost by attributing the contributions to periods of service using the attribution method required by IAS 19 paragraph 70 for the gross benefits. For the amount of contribution that is independent of the number of years of service, the entity reduces service cost by attributing contributions to the employees’ periods of service in accordance with IAS 19 paragraph 70.
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the Statement of Profit or Loss and Other Comprehensive Income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
|
|
SMARTCOOL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3.Accounting policies (continued)
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
|
|
(iii) Current and deferred tax for the year
|
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
|
|
|
Property, plant and equipment
|
Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.
Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:
|
|
|
Long-term leasehold property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SMARTCOOL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3.Accounting policies (continued)
Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined on a first in, first out basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.
|
|
|
Cash and cash equivalents
|
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
Financial assets and financial liabilities are recognised when an entity becomes a party to the contractual provisions of the instruments.
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 (other than financial assets and financial liabilities at fair value through profit or loss) 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 profit or loss are recognised immediately in profit or loss.
|
|
Functional and presentation currency
|
These financial statements are presented in pound sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.
|
|
Accounting estimates and judgments
|
In the application of the Company's accounting policies, which are described in note 3, management is· required to make judgements, Estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based upon historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
|
|
5.1 Estimates and assumptions
|
Leases
On capitalisation, the discount rate was calculated on the rate implicit in the lease of the leasehold property. This rate has been used on other leases in the following year. For future leases an individual discount rate will be considered.
|
|
SMARTCOOL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
The following is an analysis of the Company's revenue for the year from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of goods and services
|
|
|
|
|
Analysis of revenue by country of destination:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year, the Company obtained the following services from the Company's auditors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees payable to the auditors for the audit of the Company's financial statements
|
|
|
|
|
SMARTCOOL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Employee benefit expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee benefit expenses (including directors) comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined contribution pension cost
|
|
|
|
|
|
|
|
|
|
Key management personnel compensation
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, including the directors of that entity. Remuneration was received in the year for key management personnel as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined contribution scheme costs
|
|
|
|
|
|
|
|
|
|
The monthly average number of persons, including the directors, employed by the Company during the year was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SMARTCOOL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Finance income and expense
|
|
|
Recognised in profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income arising from financial assets measured at amortised cost or FVOCI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance leases (interest portion)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net finance expense recognised in profit or loss
|
|
|
|
|
SMARTCOOL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
10.1 Income tax recognised in profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax expense excluding tax on sale of discontinued operation and share of tax of equity accounted associates and joint ventures
|
|
|
|
|
|
|
|
|
|
The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to losses for the year are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (including income tax on associate, joint venture and discontinued operations)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term timing difference leading to an increase/(decrease) in taxation
|
|
|
|
|
|
|
|
Changes in tax rates and factors affecting the future tax charges
There were no factors that may affect future tax charges.
|
|
SMARTCOOL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
10.Tax expense (continued)
|
|
|
|
10.2 Deferred tax balances
|
|
|
The following is the analysis of deferred tax assets/(liabilities) presented in the statement of financial position:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A deferred tax asset continues to be recognised in respect of tax losses carried forward to the extent that recovery is considered probable. No additional deferred tax asset has been recognised in respect of current year tax losses.
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
|
|
Tax losses carried forward
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recognised in profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
|
|
|
Tax losses carried forward
|
|
|
|
|
|
|
|
|
|
|
|
SMARTCOOL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Property, plant and equipment
|
|
|
|
|
|
|
|
|
Short-term leasehold property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SMARTCOOL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
11.Property, plant and equipment (continued)
|
|
Short-term leasehold property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation and impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge owned for the year
|
|
|
|
|
|
|
|
Charged financed for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge owned for the year
|
|
|
|
|
|
|
|
Charged financed for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.1. Assets held under leases
|
|
|
The net book value of owned and leased assets included as "Property, plant and equipment" in the Statement of Financial Position is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment owned
|
|
|
|
|
Right-of-use assets, excluding investment property
|
|
|
|
|
|
|
|
|
|
SMARTCOOL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
11.Property, plant and equipment (continued)
|
|
11.1 Assets held under leases (continued)
|
|
|
Information about right-of-use assets is summarised below:
Net book value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation charge for the year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to right-of-use assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to right-of-use assets
|
|
|
|
|
The amount of inventories recognised as an expense during 2025 was £758,687 (2024 - £579,157).
|
|
|
SMARTCOOL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Trade and other receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables from related parties
|
|
|
|
|
Total financial assets other than cash and cash equivalents classified as loans and receivables
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
Total current trade and other receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payables to related parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
|
|
|
|
|
Other payables - tax and social security payments
|
|
|
|
|
Total trade and other payables
|
|
|
|
|
Less: current portion - trade payables
|
|
|
|
|
Less: current portion - payables to related parties
|
|
|
|
|
Less: current portion - other payables
|
|
|
|
|
Less: current portion - accruals
|
|
|
|
|
|
|
|
|
|
Total non-current position
|
|
|
|
|
SMARTCOOL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and borrowings
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares of £1.00 each
|
|
|
|
|
|
|
Preference shares of £0.01 each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares of £1.00 each
|
|
|
|
|
|
|
At 1 January and 31 December
|
|
|
|
|
|
|
SMARTCOOL SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
16.Share capital (continued)
|
|
Preference shares of £0.01 each
|
|
|
|
|
|
|
At 1 January and 31 December
|
|
|
|
|
|
|
The share capital of the Company consists of fully paid ordinary shares with a nominal value of £1 per share and fully paid preference shares with a nominal value of £0.01 per share.
The ordinary shares are irredeemable and have full rights in the Company with regards to voting, dividend and capital distribution. A dividend may be declared on the ordinary shares.
The preference shares have full rights in the Company with regards to dividend and capital distribution, however they have no voting rights. The shares have been classified as equity rather than debt as management do not intend to pay dividends or to redeem the shares.
|
|