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Registered number: 13838629 (England and Wales)
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMPANY INFORMATION
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CONTENTS
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GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present the Strategic Report and audited consolidated financial statements of Smarsh UK Holdco Limited ("the Company") and its subsidiary (the "Group") for the year ended 31 December 2025.
The Company is a member of a group of companies headed by Skywalker Intermediate Holdings, Inc., trading under the name "Smarsh". The Smarsh group, through its global subsidiaries including the Company and its subsidiary (Smarsh Software UK Limited), provides data capture, archiving and supervision solutions for enterprise customers. These solutions work across the entire range of digital communications including email, social media, websites, instant messaging, mobile messaging and telecommunications.
The Company holds 100% of the shares in Smarsh Software UK Limited, which forms the Group. Future developments No significant change is expected in the Group’s activities in the next 12 months from the date of signing of this report.
The principal risks facing the Company and the Group are broadly categorized as competition, financial, economic and cybersecurity risks.
Competition The communications capture, archiving and supervision industry in which the Group and Smarsh operate is highly competitive with new competitors and technologies coming to market regularly. The ability of the Group to acquire new business and retain existing customers will depend on continued investment in R&D to develop value add products and solutions at competitive market pricing. Smarsh’s reputation, market leading position and the resources which it is investing in new technologies means it is well placed to meet future competitive challenges. Financial The Group is exposed to price risk as a result of the activities of competitors, and the impact of foreign exchange rate fluctuations which can reduce profit margins. Neither the Company nor Group uses derivative contracts. Credit risk is the risk that the Group will not be able to collect monies owed by customers. Smarsh has implemented policies that require credit checks on potential customers before sales are made. Customer collections are continually reviewed and any change in payment behaviour would result in actions being taken to mitigate the credit risk. Liquidity risk is the risk that the Company and the Group would not be able to meet obligations associated with financial liabilities. Management review the Group obligations regularly, and liaise with the parent company to ensure the settlement of intercompany balances as necessary to meet these obligations. Smarsh, through its term loans, available credit facilities and support from investors, is sufficiently capitalized to settle debts owed by the Group for the next 12 months. Economic Economic risks arise from changes in the economic environment such as recession, increased interest rates, inflation and supply chain disruption. Management believe that the Group and Smarsh with its market leader position, broad customer base, robust operational plans and long-term financing arrangements, are well positioned such that these factors are not expected to have a significant impact on the future activities of the Group.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Cybersecurity
The risk of a data breach that results in a loss of Company and/or Customer data leading to operational difficulties and long term reputational damage. This is a key priority for the Smarsh group, and the security team leverage industry leading certification, technical and organizational controls, monitoring and testing to protect its data and communications. Non-financial key performance indicators Employee headcount at the year end increased by 202%, rising from 46 to 139 employees. This increase was primarily due to 98 employees being transferred to Smarsh Software UK Ltd from other UK subsidiaries within the Smarsh group on 31 December 2025 as part of a project to merge the UK businesses. Excluding these employee transfers, employee turnover was approximately a 12% decrease year on year.
The key performance indicators for the Group are revenue, operating profit and net profit.
Revenue for the Group including revenue earned from other group companies for the licensing of intellectual property for the year to 31 December 2025 was £40,259,231 (2024: £45,105,755). Operating profit for the year was £13,233,019 (2024: £11,611,059). Net profit for the Group after interest and other finance charges, for the year was £5,002,974 (2024: £1,946,153). The Group has performed in line with expectations, with no significant developments in the year. Net assets of the Group have increased to £6,067,495 at 31 December 2025 from £1,064,521 at 31 December 2024.
This statement describes how the directors of Smarsh UK Holdco Limited and its wholly owned subsidiary, Smarsh Software UK Limited (together, the “Group”), had regard to the matters set out in section 172(1) of the Companies Act 2006 when performing their duty to promote the success of the relevant company for the benefit of its members as a whole.
The Group operate within the wider Smarsh group governance framework. Group-wide strategy and policies are established at parent-company level. The directors of each UK company remain responsible for considering how those matters apply to the relevant company and for exercising their own judgment in performing their statutory duties. In particular, the directors considered: the likely long-term consequences of decisions; employee interests; relationships with suppliers, customers and others; the impact of operations on the community and environment; the desirability of maintaining high standards of business conduct; and the need to act fairly between members. The directors’ consideration of these matters was informed by information provided by group and local management, including information concerning operations, employees and other relevant stakeholders.
Key Decision-Making
Significant strategic matters affecting the Group may be developed or considered at parent-company level. Where decisions or actions affected a UK company, its directors considered the expected effect on that company and its stakeholders in light of their statutory duties. Management provided the directors with information relevant to those matters.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
During 2025, the Smarsh group implemented the consolidation of certain UK legal entities into Smarsh Software UK Limited to simplify the legal structure. In considering the actions required from the relevant UK companies, the directors considered the expected long-term benefits, implementation risks and effects on employees, customers, suppliers and the relevant member. They also considered the steps required to maintain operational continuity and concluded that the consolidation supported the long-term success of each relevant company.
On 31 December 2025, Cognia Cloud Limited’s business, assets and employees were transferred to Smarsh Software UK Limited. On the same date, Call Cabinet Corporation UK Limited’s employees were transferred to Smarsh Software UK Limited.
Employees
The directors recognise that the Group’s long-term success depends on its people and had regard to employee interests in considering matters affecting the companies during 2025.
The directors’ consideration of employee interests was informed by workforce metrics and information on employee sentiment and engagement. During the year:
∙Company-wide all-staff meetings and region-specific town halls were held quarterly, giving employees opportunities to raise questions and provide feedback directly to leadership.
∙The Group provided in-person forums at its London office for employees to meet senior leaders based outside the region and hosted regional summer and holiday events.
∙The annual employee engagement survey measured motivation, alignment, development and overall satisfaction. Key themes and proposed actions were reported through the Group’s management and governance processes.
In considering the UK entity consolidation, the directors had regard to the impact on affected employees, including those with immigration or sponsorship requirements. Management implemented the following measures:
∙All affected employees received advance written communication explaining the effect of the transfer, their employment rights and points of contact for queries or concerns.
∙Following the transfer, employees continued to receive updates on any subsequent impacts, ensuring transparency was maintained beyond the point of transfer.
These measures supported the directors’ consideration of the balance between operational efficiency and the need to treat affected employees fairly and keep them informed throughout the change.
Business Relationships
The directors recognise the importance of the Group’s relationships with customers and suppliers and had regard to those relationships in considering matters affecting the Group during 2025.
Customers rely on the Group to protect their communications data, minimise risk and derive insights from their data. The Group engages with customers annually on product strategy and hosts events for current and prospective customers. Feedback received through these channels informs the Group’s understanding of customer needs and was available to inform decisions affecting the Group. The Group maintains third-party risk management policies and requires suppliers to acknowledge applicable requirements, including its Code of Conduct. As part of the UK entity consolidation, affected suppliers received written notice of the transfer from the Financial Controller. The Group issued reminders before and after the transfer date and provided contact details for questions or concerns. Suppliers could update their records or request a replacement contract. These measures supported continuity of supplier relationships during the consolidation.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Community, Environment and Business Conduct
In considering the UK entity consolidation, the directors had regard to whether the proposed changes would affect the Group’s UK operational footprint, local communities or environmental impacts. The consolidation did not involve changes to office locations, headcount reductions or alterations to the nature of the Group’s UK operations, and the directors were satisfied that no material adverse impact on local communities or the environment arose from the consolidation.
The directors also had regard to the importance of maintaining high standards of business conduct. In considering the consolidation, they took account of the measures implemented by management to support clear communications with affected employees and suppliers, continuity of customer service and compliance with applicable third-party risk management requirements and the Group’s Code of Conduct. Members
Smarsh Inc. was the sole member of Smarsh UK Holdco Limited, and Smarsh UK Holdco Limited was the sole member of Smarsh Software UK Limited. No competing member interests arose during 2025.
The directors kept the relevant member informed of the UK entity consolidation and its expected effects on each company. In doing so, the directors exercised their own independent judgment in promoting the success of the relevant company for the benefit of its member as a whole, consistent with their duties under section 172(1) of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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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. In accordance with s414c(11) of the Companies Act 2006, certain information that is required to be included in the Directors' Report has been otherwise included in the Strategic Report.
The Group's principal activities are providing cloud-based archiving and compliance solutions for companies in regulated and litigious industries.
The directors who served during the year were:
The following changes in directorship took place after the year end but before the approval of these financial statements: I B Goodkind (appointed 15 January 2026)
The profit for the year, after taxation, amounted to £5,002,974 (2024 - £1,946,153).
An ordinary dividend amounting to £12,134,699 (2024: £13,623,222) was paid during the year, from Smarsh Software UK Limited to Smarsh UK Holdco Limited.
The Company is in a net asset position of £23,605,242 at the year end, which includes an intercompany balance due to the parent company, Smarsh Inc., of £25,359,445. This amount which is due to Smarsh Inc. relates to an interest bearing loan with the principal repayable in six equal annual instalments commencing in 2023 and ending in 2028.
The Group is in a net asset position of £6,067,495 at the year end, which includes an intercompany balance due from the parent company, Smarsh Inc., of £14,024,561. This amount includes the interest bearing loan mentioned above. Smarsh Inc. has indicated its willingness to continue to provide financial support, as necessary, for a period of at least 12 months from the date of signing these financial statements. The business activities of the Group are not expected to change significantly over the next 12 months. The Group does expect revenue, in the form of licence fees relating to the Company’s Digital Safe intellectual property earned from other group companies, to reduce over time as customers transition to other Smarsh technologies. This decrease is expected to be gradual over the next several years. The Group expects to generate a similar level of operating profit over the next 12 months. For the reasons stated above, the directors continue to adopt the going concern basis in preparing the financial statements.
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SMARSH UK HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have 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 Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Intensity ratio
We have selected tCO2e per £M turnover as the most representative measure of our business activity because it demonstrates the carbon intensity of Smarsh Software UK Limited’s operations. It is also a widely used metric which allows for useful benchmarking. For the year this ratio was 5.7.
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SMARSH UK HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Efficiency narrative
Smarsh Software UK Limited maintained one office in Cambridge throughout 2025, which incurred electricity costs and other normal running expenses to support essential services, security systems, and the ongoing maintenance of the premises. As of February 2026, the lease term ended and we vacated the site. Smarsh Software UK Limited also maintained two data centers throughout 2025 in Slough and Park Royal. The data centers incurred electricity expenses as part of their routine business activities, with no gas usage during the year. We downsized both sites in 2025, which has reduced the contracted electricity usage and emissions from this site. On 31 December 2025, Cognia Cloud Limited ("Cognia") and Smarsh Software UK Ltd were consolidated into a single UK legal entity. Cognia’s business, assets, and employees were transferred to Smarsh Software UK, inclusive of an office lease in London. Therefore, there will be emissions relating to the London office in 2026.
Quantification and reporting methodology
The emissions and energy consumption information disclosed has been prepared in accordance with the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, the Greenhouse Gas Protocol and the UK Government’s Environmental Reporting Guidelines. The reporting boundary has been determined using the operational control approach and includes the Group’s UK operations for the year ended 31 December 2025. Energy consumption has been calculated using activity data obtained from supplier invoices, supplier usage reports, supplier contracts and employee expense claims. Where actual usage data was available, this has been used. Where complete actual usage data was not available, management has applied estimates based on the best available supporting information. In particular, electricity consumption for the Slough data centre was estimated by annualising the usage data available for July to December 2025, and electricity consumption for the Park Royal data centre was calculated using contracted power capacity and assumed continuous usage over the relevant contract periods. Greenhouse gas emissions have been calculated by applying the UK Government greenhouse gas conversion factors for company reporting for 2025 to the relevant activity data. Purchased electricity has been reported as Scope 2 emissions on a location-based basis. Natural gas consumption has been assessed using the applicable natural gas conversion factor; however, the resulting emissions were immaterial when rounded to tonnes of CO2e.
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SMARSH UK HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
There were no adjusting or non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SMARSH UK HOLDCO LIMITED
We have audited the financial statements of Smarsh UK HoldCo Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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.
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 Group's or the parent 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.
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SMARSH UK HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SMARSH UK HOLDCO 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. 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. 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 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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SMARSH UK HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SMARSH UK HOLDCO LIMITED (CONTINUED)
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 Group 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.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
∙the responsible individual ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the Group through discussions with management and from our commercial knowledge and experience;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group, including the Companies Act 2006 and taxation legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
We identified that fraud risk in relation to revenue recognition is a significant risk in line with ISA 240 and designed and implemented appropriate audit procedures in this area. Audit procedures included but were not limited to obtaining confirmations directly from customers and performing appropriate year end cut off testing.
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SMARSH UK HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SMARSH UK HOLDCO LIMITED (CONTINUED)
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HMRC.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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. 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 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.
for and on behalf of
Chartered Accountants and Statutory Auditors
Birchin Court
5th Floor
19-25 Birchin Lane
United Kingdom
EC3V 9DU
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025
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CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 21 to 39 form part of these financial statements.
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COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 21 to 39 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
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CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Smarsh UK Holdco Limited is a private company limited by shares incorporated in the United Kingdom and registered in England and Wales. The registered office is Birchin Court 5th Floor, 19-25 Birchin Lane, London, United Kingdom, EC3V 9DU.
The nature of the Group's operations are set out in the Directors' Report.
2.Accounting policies
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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Company is in a net asset position of £23,605,242 at the year end, which includes an intercompany balance due to the parent company, Smarsh Inc., of £25,359,445. This amount which is due to Smarsh Inc. relates to an interest bearing loan with the principal repayable in six equal annual instalments commencing in 2023 and ending in 2028.
The Group is in a net asset position of £6,067,495 at the year end, which includes an intercompany balance due from the parent company, Smarsh Inc., of £14,024,561. This amount includes the interest bearing loan mentioned above. Smarsh Inc. has indicated its willingness to continue to provide financial support, as necessary, for a period of at least 12 months from the date of signing these financial statements. The business activities of the Group are not expected to change significantly over the next 12 months. The Group does expect revenue, in the form of licence fees relating to the Group’s Digital Safe intellectual property earned from other group companies, to reduce over time as customers transition to other Smarsh technologies. This decrease is expected to be gradual over the next several years. The Group expects to generate a similar level of operating profit over the next 12 months. For the reasons stated above, the directors continue to adopt the going concern basis in preparing the financial statements.
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Goodwill
Other intangible assets
All intangible assets are considered to have a finite useful life (3 - 5 years). Amortisation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
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:
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Cash is represented by cash in hand and deposits with financial institutions.
Amounts owed to group undertakings are intercompany loans measured at cost. Other than those mentioned below, these loans are unsecured, interest free and repayable on demand. Certain amounts owed to group undertakings are measured initially at transaction price and subsequently at amortised cost. These are unsecured and repayable in six equal annual instalments commencing in 2023 and ending in 2028. Interest is being charged at an annual interest rate of 6.6% plus the Secured Overnight Financing Rate (note 17). Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Dividend distribution to the Company's shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
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 Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
The estimates and assumptions that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities are addressed below. Amortisation and impairment of goodwill and intangible assets Included within these financial statements is Goodwill and other intangible assets arising on the acquisition of Smarsh Software UK Limited. In accordance with FRS 102, the directors are required to make an assessment of the useful economic life of intangible assets, together with an annual review for impairment. The directors have deemed the useful life of goodwill and developed technology to be 5 years, in line with the expected discounted cash flows, using a discount rate of 11.1% based on the weighted average cost of capital ("WACC") of the group as a whole. The discounted cash flows anticipate that revenue will fall away after five years as customers are migrated onto the existing Smarsh platform. Impairment of investments The directors review fixed asset investments annually for any indication of impairment based on available financial and performance information in relation to the unlisted investments. The assessment has used the same information as the review of intangible assets and as a result, the assumptions are the same as stated above. Onerous lease Management have recognised an onerous lease provision in relation their rental premises that ceased to be used in October 2022. The provision represents the present obligation under the lease contract, valued by an expert initially at £3,966,250. During the year, £1,252,500 of this was released bringing the value to £208,750. Share based payments Management have elected to not recognise any expense in relation to the performance, non-market, and quantitative conditions which are issued to employees as an incentive based unit. Management have stated that performance, non-market, and quantitative conditions are only recognised when there is reasonable expectation of vesting based on the requirement for a liquidity event. The application of this judgement may have a material impact on these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 31
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 32
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 33
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Please see note 17 for a breakdown of the amounts owed to group undertakings which have scheduled repayment dates.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 36
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Profit and loss account
Page 37
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 38
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The ultimate parent company and controlling party is Skywalker Intermediate Holdings, Inc. a company
incorporated in the USA. The registered office of the controlling party is 875 Manhattan Beach Blvd., Manhattan Beach, CA 90266.
The Company is one of a number of group companies who entered into a debenture with Blue Owl Capital Corporation ('BOCC') (formerly known as Owl Rock Capital Corporation) dated 27 May 2022, in relation to a credit agreement between the ultimate parent company, Skywalker Intermediate Holdings, Inc. and BOCC. The debenture provides BOCC with a fixed and floating charge over the assets of the Company.
A supplemental debenture relating to the above was entered into by the Company on 31st January 2025.
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