EnergySys Limited - Limited company accounts 25.1

REGISTERED NUMBER: 03487903 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

ENERGYSYS LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

8

Balance Sheet

9

Notes to the Financial Statements

10

DIRECTORS:

M E Truman

A Z Topping

REGISTERED OFFICE:

Newtown House

38 Newtown Road

Liphook

Hampshire

GU30 7DX

REGISTERED NUMBER:

03487903 (England and Wales)

AUDITORS:

Frazier & Deeter (UK Audit) LLP

Lever 32 A

Tower 42

25 Old Broad Street

London

EC2N 1HQ

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

DIRECTORS

The directors who have held office during the period from 1 January 2025 to the date of this report are as follows:

P Westwood - resigned 20 May 2025

S Brown - resigned 19 September 2025

T Blomfield - resigned 28 January 2025

T E Gibby - resigned 28 January 2025

M E Truman - appointed 28 January 2025

A Z Topping was appointed as a director after 31 December 2025 but prior to the date of this report.

Miss K Armitage ceased to be a director after 31 December 2025 but prior to the date of this report.

POLITICAL DONATIONS AND EXPENDITURE

The company made charitable donations totalling £676 in the year. None of the donations made exceeded £500 or were to a political party.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all steps that he or she ought to have taken as a directors in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Frazier & Deeter (UK Audit) LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

M E Truman - Director

23 September 2026

Opinion

We have audited the financial statements of EnergySys Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 UK, including the FRC'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.

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.

Other information

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.

Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

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 Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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 a Report of the Auditors 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 that are applicable to the Company and determined the most significant are those that relate to regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation) and taxation legislation. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. These limited procedures did not identify actual or suspected non-compliance.

We assessed the risks of material misstatement in respect of fraud through reading board minutes and using analytical procedures to identify any unusual or unexpected relationships, alongside enquiring if Directors and other management as to the company's high level policies and procedures to prevent and detect fraud, as well as whether they have knowledge of any actual, suspected or alleged fraud. We also performed procedures including identifying journal entries to test based on a risk assessment and comparing the identified entries to supporting documentation.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities due to fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect all non-compliance with laws and regulations.

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 Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.

Peter Hine (Senior Statutory Auditor)

for and on behalf of Frazier & Deeter (UK Audit) LLP

Lever 32 A

Tower 42

25 Old Broad Street

London

EC2N 1HQ

23 September 2026

TURNOVER

3,793,763

3,131,098

Cost of sales

465,918

420,660

GROSS PROFIT

3,327,845

2,710,438

Administrative expenses

3,553,207

2,480,166

(225,362

)

230,272

Other operating income

277

2,002

OPERATING (LOSS)/PROFIT

(225,085

)

232,274

Interest receivable and similar income

4,406

9,078

(220,679

)

241,352

Interest payable and similar expenses

-

451

(LOSS)/PROFIT BEFORE TAXATION

(220,679

)

240,901

Tax on (loss)/profit

-

65,235

(LOSS)/PROFIT FOR THE FINANCIAL
YEAR

(220,679

)

175,666

FIXED ASSETS

Tangible assets

4

34,982

32,941

Investments

5

64

35,046

33,005

CURRENT ASSETS

Debtors

6

1,840,875

2,446,395

Cash at bank

1,747,310

270,603

3,588,185

2,716,998

CREDITORS

Amounts falling due within one year

7

3,050,745

1,956,838

NET CURRENT ASSETS

537,440

760,160

TOTAL ASSETS LESS CURRENT
LIABILITIES

572,486

793,165

PROVISIONS FOR LIABILITIES

8

8,014

NET ASSETS

564,472

785,151

CAPITAL AND RESERVES

Called up share capital

9

12,137

Share premium

43,503

Capital redemption reserve

250

Retained earnings

508,582

729,261

SHAREHOLDERS' FUNDS

564,472

785,151

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2026 and were signed on its behalf by:

M E Truman - Director

1.	STATUTORY INFORMATION

EnergySys Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about EnergySys Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Revenue represents the fair value of consideration receivable for software subscriptions services, implementation services and other consultancy services provided in the ordinary course of business, net of value added tax.

Revenue from software subscriptions is recognised over the period in which the services are provided.

Revenue from implementation and consultancy services is recognised as the services are delivered. Where contracts span more than one accounting period, revenue is recognised by reference to the stage of completion at the reporting date.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

20% on cost

Computer equipment

-

33% on cost and 25% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution or money purchase scheme for employees and directors . The assets of the scheme are held separately from those of the company. The annual contributions payable are charged to the profit and loss account.

Finance/borrowing costs

All borrowing costs are recognised within the interest payable and similar expenses in the profit or loss in the period in which they are incurred. These costs include interest expense calculated using the effective interest method.

Cash & cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice. Cash equivalents are highly liquid investments that mature in no less than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Interest receivable

Interest income is recognised on an accruals basis using the effective interest method. For short-term receivables and deposits with normal business terms, interest is recognised at the rate specified in the contract or agreement.

Financial assets

Basic financial assets, including trade and other debtors, are initially recognised at transaction price. Trade debtors are subsequently measured at amortised cost using the effective interest method, less any provision for impairment. A provision for impairment of trade debtors is established where there is objective evidence that the company will not be able to collect all the amounts due according to the original terms of the receivables.

Financial liabilities

Basic financial liabilities, including trade creditors and other creditors, are initially recognised at transaction price. Creditors are subsequently measured at amortised cost, representing the cash amount required to settle the liability.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 20 (2024 - 25 ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

COST

At 1 January 2025

741

98,211

98,952

Additions

-

22,530

Disposals

-

(27,994

)

(27,994

)

At 31 December 2025

741

92,747

93,488

DEPRECIATION

At 1 January 2025

741

65,270

66,011

Charge for year

-

13,999

Eliminated on disposal

-

(21,504

)

(21,504

)

At 31 December 2025

741

57,765

58,506

NET BOOK VALUE

At 31 December 2025

-

34,982

At 31 December 2024

-

32,941

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

and 31 December 2025

64

NET BOOK VALUE

At 31 December 2025

64

At 31 December 2024

64

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Energsys Inc

Registered office: 3120 Southwest Fwy, Ste 101, PMB81892, Houston, TX 77098

Nature of business: Software development

%

Class of shares:

holding

Common stock

100.00

EnergySys PTY

Registered office: Level 3, 88 William Street, GPO Box 2570, Perth, WA 6001

Nature of business: Software development

%

Class of shares:

holding

Common stock

100.00

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Trade debtors

380,358

1,179,100

Amounts owed by group undertakings

1,286,032

1,173,195

Other debtors

937

3,222

Foreign withholding tax

recoverable

50,217

12,846

Accrued income

3,063

6,729

Prepayments

120,268

71,303

1,840,875

2,446,395

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Trade creditors

107,244

37,160

Amounts owed to group undertakings

765,636

-

Corporation tax

-

21,443

Other taxation & social

security

61,722

45,838

VAT

199,018

138,937

Other creditors

31,448

45,019

Deferred income

1,675,272

1,615,607

Accrued expenses

210,405

52,834

3,050,745

1,956,838

8.	PROVISIONS FOR LIABILITIES

2025

2024

£

Deferred tax

8,014

9.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2025

2024

value:

£

1,213,700

Ordinary

1p

12,137

10.	CONTROLLING PARTY

The controlling party is Ascent Bidco Limited, a company incorporated in England and Wales..

The ultimate controlling party is Lock 8 Fund II, LP.