The directors present the strategic report for the year ended 31 January 2026.

The immediate parent company of Smartsheet UK Limited (the "Company") is Smartsheet Inc., a company incorporated in the United States of America. The Company is a member of the Smartsheet Inc. group of companies (the "Group").

The principal activities of the Company during the year continued to be the provision of services related to sales and marketing of software on behalf of another Group entity. The Company also engages in ongoing research and development on behalf of another Group entity. Further information on the activities of the Group can be found on Smartsheet Inc’s website: www.smartsheet.com.

Financial Key Performance Indicators

The Company’s key financial and other performance indicators during the year were as follows:

Turnover and average employees are used to track the growth of the Company’s business. The Company’s turnover is derived from the provision of services to the Group. The decrease in turnover is as expected given the movement in the company's cost base in the year.

The directors of Smartsheet UK Limited will continue to evaluate any changes necessary to the nature of the activities of the Company.

Principal Risks & uncertainties

Operational and financial risks

The principal activities of the Company during the year continued to be the provision of services related to sales and marketing of software on behalf of another Group entity. The Company also engages in ongoing research and development on behalf of another Group entity. Therefore, the Company has limited exposure to both operational and financial risk.

Currency risks

The Company's foreign currency risk is limited. The Company transacts in several currencies, principally Great British Pounds and United States Dollars. Credit risk arises from the possibility of counterparties failing to meet their contractual obligations to the Company, which is also limited, as the Company's credit exposure lies with the immediate parent company. The Company's liquidity risk is managed as the Company monitors and maintains a level of cash and cash equivalents deemed adequate by management to finance the Company's operations.

Additional risk factors

The Company’s principal approach to risk management reflects the Group's risk related policies and procedures.

Statement by the directors in performance of their statutory duties in accordance with s172 (1) Companies Act 2006 :

In 2018 the Companies (Miscellaneous Reporting) Regulations introduced a requirement for large companies to publish a statement describing how the directors have had regard to the matters set out in section 172 (1) (a) to (f) of the Companies Act 2006.

Section 172 (1) (a) to (f) requires each director to act in the way he or she considers would be most likely to promote the success of the Company for the benefit of its members as a whole, with regard to the following matters:

(a) The likely consequences of any decisions in the long-term

The Company’s long-term strategy is to continue to provide services related to sales and marketing of software. Decisions are made by the directors after considering available relevant information, and whether a course of action is consistent with the Company strategy and will bring a long-term benefit to the Company.

(b) The interests of the Company’s employees

The Company’s employees are fundamental to its business. The directors aim to be a responsible employer and the health, safety and well-being of employees is a key consideration in the way the Company operates.

(c) The need to foster the Company’s business relationships with suppliers, customers and others

The Directors have a zero-tolerance approach to practices which are at odds with our values and culture, for example corruption and bribery. The directors are committed to acting ethically and with integrity in all business dealings.

(d) The impact of the Company’s operations on the community and the environment

The Directors are committed to minimising environmental risk and continual improvement of environmental performance through the Company’s operations. The Company reports on its current carbon footprint and the actions that have been taken to minimise it.

(e) The desirability of the Company maintaining a reputation for high standards of business conduct

The Directors intend to behave responsibly and ensure that management operate in a responsible manner and to a high standard of business conduct. The Company has a relatively small team of senior leaders, which enables the directors to maintain effective monitoring of those people representing the Company.

(f) The need to act fairly as between members of the Company

While the immediate parent company remains Smartsheet Inc., the Company is ultimately owned by a consortium of funds including those managed by Blackstone Inc. and Vista Equity Partners. The Directors recognise their duty to act fairly as between the members of the Company.

There are no plans to materially change the Company's activities in the foreseeable future.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 January 2026.

The principal activities of the Company during the period continued to be the provision of services related to sales and marketing of software on behalf of another Group entity.

Going concern

The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for a period of at least twelve months from the date of signing this report.

The Company relies on continued support from its parent company, Smartsheet Inc., which has confirmed that it will continue to provide this for the foreseeable future. On that basis, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the Company continues and that the appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The Company’s policy is to consult and discuss with employees, through employee representation groups and at meetings, matters likely to affect employees’ interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Company’s performance.

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

We have reported on all sources of greenhouse gas (GHG) emissions and energy usage as required under The Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008 as amended.

Energy use and GHG emissions

GHG emissions and energy usage data for the financial year from 1 February 2025 to 31 January 2026

Emissions from combustion of gas (Scope 1 – tonnes of CO2e): nil (2025: nil)

Emissions from combustion of fuel for transport purposes (Scope 1 – tonnes of CO2e): nil (2025: nil)

Emissions from purchased electricity, heat, steam, and cooling (Scope 2 – tonnes of CO2e) 8.6 tCO2e (48,516 kWh) (2025: 11.4 tCO2e (54,958 kWh))

Emissions from business travel in rental cars or employee-owned vehicles where the Company is responsible for purchasing the fuel (Scope 3 – tonnes of CO2e): nil (2025: nil)

Total Gross tCO2e based on above fields: 8.6 tCO2e (48.516kWh) (2025: 11.4 tCO2e (54,958 kWh))

Number of Full Time Employees (FTE): 304 (2025: 303) 

Tonnes of Gross tCO2e per FTE: 0.03 tCO2e (2025: 0.04 tCO2e)

The company uses the number of employees to calculate the intensity ratio.

Emissions were calculated following the GHG Reporting Protocol (Corporate Standard) using the Watershed platform. For more information on Watershed's methodologies, please visit www.watershed.com.

The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the Company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the Company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the Company’s auditor is aware of that information.

The directors are responsible for preparing the strategic report, directors' report 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). 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 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements

• 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.

We have audited the financial statements of Smartsheet UK Limited (the 'company') for the year ended 31 January 2026 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including 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 January 2026 and of its profit 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 Auditor 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 and Financial Statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Annual Report and Financial Statements. 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 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.

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in 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.

As explained more fully in the directors' responsibilities statement as set out 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.

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 auditor's 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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 assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

• UK Generally Accepted Accounting Practice;

• Companies Act 2006;

• UK Corporation Tax legislation;

• VAT legislation.

We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened risk of fraud in relation to:

• Management override of controls;

• Revenue recognition;

• Occurrence of expenditure.

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

• Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulations or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;

• Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;

• Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;

• Performing procedures over the completeness completeness, accuracy and cut-off of revenue, ensuring recognised in line with the company's accounting policies by ensuring occurrence and cut-off of expenditure during the year;

• Completion of appropriate checklists and use of our experience to assess the company’s compliance with the Companies Act 2006; and

• Agreement of the financial statement disclosures to supporting documentation.

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

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 an auditor's 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.

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

Smartsheet UK Limited is a private company limited by shares incorporated and domiciled in England and Wales. The registered office is c/o TMF Group, 13th Floor, One Angel Court, London, EC2R 7HJ.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in US dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue for the company relates to intragroup service charge with parent company based on mark up of certain costs incurred.

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Basic financial assets, which include debtors and cash and bank balances, are measured at transaction price including transaction costs.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors that are classified as debt, are recognised at transaction price.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax is the amount of income tax payable in respect of the taxable profit for the reporting period or prior reporting periods. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. Timing differences are differences between the company’s taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in taxable profits in periods different from those in which they are recognised in the financial statements.

A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, including amounts payable on the cancellation or settlement of share-based schemes, detailed in note 14.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At the balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.

Equity-settled share-based compensation were measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. For those issued after the listing date, the fair value was based on the closing share price on the grant date. The fair value determined at the grant date was expensed on a straight-line basis over the vesting period, based on the estimate of shares that would eventually vest. A corresponding adjustment was made to equity.

Up until the acquisition in the prior year (detailed in note 14), cancellations or settlements (including those resulting from employee redundancies) of equity-settled schemes were treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period was recognised immediately. Following the acquisition and in conjunction with the treatment detailed in note 14, the company continued to recognise an expense in relation to future services to be provided by employees as if that modification had not occurred.

When the terms and conditions of equity-settled share-based compensation at the time they were granted were subsequently modified, the fair value of the share-based compensation under the original terms and conditions and under the modified terms and conditions were both determined at the date of the modification. Any excess of the modified fair value over the original fair value was recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based compensation expense was not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) were treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period were recognised immediately.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Transactions in currencies other than US dollars are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The valuation of share based payment transactions in both the current and prior periods include estimation in respect of determining the key assumptions. See note 14 and accounting policy 1.12 for further details.

An analysis of the company's turnover is as follows:

The average monthly number of persons (including directors) employed by the company during the year was as follows:

Their aggregate remuneration comprised:

The directors did not receive any remuneration from the company during the current year or comparative period. They are remunerated through the parent company Smartsheet Inc.

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

The company has a deferred tax asset under FRS 102 section 29 of $617,545 (2025 - $526,584) relating principally to accrued cash awards.

The UK Corporation tax rate increased to 25% from 1 April 2023. This has increased the company's future current tax charge accordingly. Deferred tax at 31 January 2025 has been calculated based on the rate of 25%.

Amounts owed by group undertakings do not attract interest and are repayable on demand.

Other debtors due in more than one year relate to security deposits on leases which run until October 2028.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The deferred tax asset has been recognised as per note 8 and 10 of the financial statements.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

During the year, an entity with control over the company adopted a cash based share award scheme for the employees of the Smartsheet UK Limited. These are subject to various vesting conditions that are linked to the underlying performance of the wider group. These were measured by calculating the fair value of the underlying equity interest to which the awards relate, adjusted for specific terms and conditions attached to each type of award. The share-based payment expense in the year ended 31 January 2026 as a result of the above was $988,283, with a corresponding liability recognised within other creditors. The liability is remeasured at each reporting date until settlement, with changes recognised in profit or loss.

The full reconciliation of the awards issued, vested and exercisable at the year end date is included at the foot of this note.

The immediate parent company, Smartsheet Inc., previously operated an equity based share option scheme for employees of Smartsheet UK Limited. These were in the form of stock options, restricted stock units and an Employee Stock Purchase plan. Following the parent company's acquisition in the prior year, all of the equity-settled award schemes were settled or converted into cash awards.

Restricted Stock Units

Restricted stock units (RSU) were stock awards that were granted to employees entitling the employee to receive shares of common stock of the parent company as the award vested, typically over a four year period. At the acquisition date, any vested and unsettled RSU’s were cancelled and bought back for cash. The cash amount was based on the difference between the Merger Consideration of $56.50 and the exercise price per unit. Vested and unsettled RSU’s units were subsequently paid via wages and salaries.

Stock Options

Stock options issued were equity settled share options over equity in the group parent, Smartsheet Inc., with an exercise price determined with reference to the market share price at the date of grant, and are exercisable up to ten years. Stock options generally vested over a four year period from the date of the grant. All stock options of Smartsheet UK Limited were vested at the settlement date. Options with an exercise price equal to or greater than the Merger Consideration of $56.50 were cancelled without compensation. Options with an exercise price less than the Merger Consideration were cancelled and bought back for cash. The cash amount was based on the difference between the Merger Consideration and the exercise price per share. The cash payments to employees were subsequently made via wages and salaries.

2018 Employee Stock Purchase Plan (ESPP)

Under the Smartsheet Inc group ESPP, eligible employees were able to acquire parent company shares by accumulating funds through payroll deductions of up to 15% of their compensation, subject to plan limitations. Purchases were accomplished through participation in discrete offering periods. Each offering period was six months and consisted of one six-month purchase period, unless otherwise determined by our board of directors or our compensation committee. The purchase price for shares purchased under the ESPP was 85% of the lesser of the fair market value of Smartsheet Inc. common stock on (i) the first trading day of the applicable offering period or (ii) the last trading day of the purchase period in the applicable offering period. The purchase window under the plan closed prior to the acquisition. All shares of Smartsheet Inc. purchased by employees of Smartsheet UK Limited under ESPP plan were cancelled and bought back for cash, based on Merger Consideration of $56.50. Payments were subsequently made via wages and salaries.

Liabilities in respect of amounts payable on the cancellation or settlement of the above have been accounted for as the repurchase of an equity interest, except to the extent that the payment exceeds the fair value of the equity instruments granted on the basis that the fair value of the Merger Consideration was equal to the share price of Smartsheet Inc. at the date of cancellation and hence the payments did not exceed the accounting fair value of stock options at the settlement date.

The pre-acquisition share-based payment expense in the prior period was $8,131,806. The amount subsequently recognised as the repurchase of equity interest following the acquisition was $8,560,965, resulting in the net credit to reserves in the prior period for equity settled share-based payments of $429,159.

Profit and loss reserves represent cumulative profits and losses, net of dividends.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The company is wholly owned by Smartsheet Inc. and has taken advantage of the exemption granted by section 33.1a of FRS 102 'Related Party Disclosures', that allows it not to disclose transactions with wholly owned members of a group.

The company's immediate parent undertaking is Smartsheet Inc., a company incorporated in the United States of America. The registered office is Suite 200, 500 108th Avenue NE, Bellevue, Washington, 98004, United States. The company's ultimate parent company is Einstein Intermediate, Inc. which is incorporated in Delaware, United States. The company has no ultimate controlling party.