Company registration number 11803588 (England and Wales)
LOGIFUTURE TECH LIMITED
(FORMERLY NOVA FUTUR LTD)
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
LOGIFUTURE TECH LIMITED
(FORMERLY NOVA FUTUR LTD)
CONTENTS
Page
Balance sheet
2
Statement of changes in equity
3
Notes to the financial statements
4 - 11
LOGIFUTURE TECH LIMITED
(FORMERLY NOVA FUTUR LTD)
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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. He is 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.
LOGIFUTURE TECH LIMITED
(FORMERLY NOVA FUTUR LTD)
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 2 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
4
6,002
42,012
Tangible assets
5
25,967
69,168
Investments
6
8,604
31,969
119,784
Current assets
Debtors
7
1,085,049
811,912
Cash at bank and in hand
49,962
656,993
1,135,011
1,468,905
Creditors: amounts falling due within one year
8
(1,722,622)
(1,827,708)
Net current liabilities
(587,611)
(358,803)
Total assets less current liabilities
(555,642)
(239,019)
Provisions for liabilities
(6,066)
(21,124)
Net liabilities
(561,708)
(260,143)
Capital and reserves
Called up share capital
5,000
5,000
Share premium account
87,500
87,500
Profit and loss reserves
(654,208)
(352,643)
Total equity
(561,708)
(260,143)
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved and signed by the director and authorised for issue on 6 August 2024
Mr V E Rocco
Director
Company registration number 11803588 (England and Wales)
LOGIFUTURE TECH LIMITED
(FORMERLY NOVA FUTUR LTD)
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 March 2022
5,000
126,181
131,181
Period ended 31 December 2022:
Loss and total comprehensive income
-
-
(478,824)
(478,824)
Other movements
-
87,500
-
87,500
Balance at 31 December 2022
5,000
87,500
(352,643)
(260,143)
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(301,565)
(301,565)
Balance at 31 December 2023
5,000
87,500
(654,208)
(561,708)
LOGIFUTURE TECH LIMITED
(FORMERLY NOVA FUTUR LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
1
Accounting policies
Company information
Logifuture Tech Limited is a private company limited by shares incorporated in England and Wales. The registered office is WeWork C/O Nova Futur Ltd, 123 Buckingham Palace Road, London, England, SW1W 9SH.
1.1
Reporting period
The current reporting period is of 12 months from 1 January 2023 to 31 December 2023. The comparative period was of 10 months i.e. from 1 March 2022 to 31 December 2022. Therefore the comparative amounts presented in the financial statements (including the related notes) are not entirely comparable. The reason for this change was to align the period end with member companies of the group.
1.2
Accounting convention
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, 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.
1.3
Going concern
The company is in the early expansion and development phase and is incurring significant costs in relation to the roll-out of its proprietary platform. As a consequence, the company had net liabilities of £561,708 (2022: £true260,143) at 31st December 2023 and incurred a loss before taxation of £711,578 (2022: £926,174) for the year.
The company has received a letter of support from the ultimate parent company, GB Invest Holding AG (a company registered in Austria). The ultimate parent company has intimated that they, should the need arises, will provide the necessary liquid resources (via infusion of equity capital, loans, financial guarantees, or combination of these) to the company via the intermediate holding company for the foreseeable future. Also, the director has embarked on cost cutting measures most notably a re-negotiation of its current office rental agreement which is expected to provide significant cost savings going forward. Thus, the director on the basis of this support has prepared these financial statements on a going concern basis given the company will be able to meet its liabilities as they fall due for payment and for at least twelve months from the approval of these financial statements.
1.4
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
LOGIFUTURE TECH LIMITED
(FORMERLY NOVA FUTUR LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software
25% straight line basis
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings
25% straight line basis
Computer equipment
25% straight line basis
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.7
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.8
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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.
LOGIFUTURE TECH LIMITED
(FORMERLY NOVA FUTUR LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
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.
1.9
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.10
Financial instruments
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.
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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Classification of 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 company after deducting all of its liabilities.
LOGIFUTURE TECH LIMITED
(FORMERLY NOVA FUTUR LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
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. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.11
Equity instruments
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.
1.12
Taxation
The tax expense represents the sum of the tax currently payable, deferred tax and R&D tax claims.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. 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
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax 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.
R&D tax claims
Research and development (R&D) claims are recognised when all regulatory conditions related to the claim have been met, the claim can be measured reliably, and there is reasonable certainty that the benefit will flow to the company.
LOGIFUTURE TECH LIMITED
(FORMERLY NOVA FUTUR LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 8 -
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
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.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Leases
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 leases asset are consumed.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is 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.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
31
35
LOGIFUTURE TECH LIMITED
(FORMERLY NOVA FUTUR LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
4
Intangible fixed assets
Software
£
Cost
At 1 January 2023 and 31 December 2023
144,040
Amortisation and impairment
At 1 January 2023
102,028
Amortisation charged for the year
36,010
At 31 December 2023
138,038
Carrying amount
At 31 December 2023
6,002
At 31 December 2022
42,012
5
Tangible fixed assets
Fixtures and fittings
Computer equipment
Total
£
£
£
Cost
At 1 January 2023
127,363
79,585
206,948
Additions
4,088
4,088
At 31 December 2023
127,363
83,673
211,036
Depreciation and impairment
At 1 January 2023
85,185
52,595
137,780
Depreciation charged in the year
29,742
17,547
47,289
At 31 December 2023
114,927
70,142
185,069
Carrying amount
At 31 December 2023
12,436
13,531
25,967
At 31 December 2022
42,178
26,990
69,168
6
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
8,604
LOGIFUTURE TECH LIMITED
(FORMERLY NOVA FUTUR LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Fixed asset investments
(Continued)
- 10 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
8,604
Disposals
(8,604)
At 31 December 2023
-
Carrying amount
At 31 December 2023
-
At 31 December 2022
8,604
The investment in Nova Futur S.R.L was disposed of in the year. The relevant gain has been recognised in the profit and loss account.
7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
235,457
478,817
Amounts owed by group undertakings
590,180
68,750
Other debtors
259,412
264,345
1,085,049
811,912
8
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
243,125
162,720
Amounts owed to group undertakings
29,269
Corporation tax
102,718
Other taxation and social security
59,199
113,428
Other creditors
1,420,298
1,419,573
1,722,622
1,827,708
Included within other creditors is a loan of €1.4m : £1.2m (2022: €1.4m: £1.2m) from Stefano Nesti (a former director of the company). Please see subsequent events note 10 for more information.
LOGIFUTURE TECH LIMITED
(FORMERLY NOVA FUTUR LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
9
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Kalbinder Sanghera
Statutory Auditor:
Kirk Rice LLP
Date of audit report:
6 August 2024
10
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
345,548
1,683,065
11
Events after the reporting date
At the balance sheet date (included within Note 8 to the financial statements – Other creditors) there was a loan payable to a former director of the company of €1.4m: £1.2m (2022: €1.4m: £1.2m). On 10th June 2024, €1.18m of this debt was assigned to the company’s immediate parent company (Logifuture Holding Limited).
Effectively, there will be reclassification of the €1.18m from the former director to Logifuture Holding Limited as the new creditor of the company. There were no other material events, up to the date the financial statements were approved and authorised for issue by the Board of Directors, which requires adjustment or disclosure in these financial statements.
12
Parent company and ultimate controlling party
The Company's immediate parent is Logifuture Holding Ltd incorporated in Malta and registered at Marina Business Centre, Level 4, Abate Rigord Street, Ta' Xbiex, Malta. This is the smallest group in which the results of Logifuture Tech Limited are consolidated.
The ultimate parent company is GB Invest Holding AG, a company incorporated in Austria with registered address at Eduard Bodem Gasse 8, Innsbruck 6020, Austria.
The director considers that the ultimate controlling party is Lorenzo Nesti.
13
Related party transactions
The company has taken advantage of the exemption conferred by FRS 102 and not disclosed transactions and balances with wholly owned members of the group.
2023-12-312023-01-01false06 August 2024CCH SoftwareCCH Accounts Production 2024.100No description of principal activityThis audit opinion is unqualifiedMr V E Roccofalsefalse118035882023-01-012023-12-31118035882023-12-31118035882022-12-3111803588core:IntangibleAssetsOtherThanGoodwill2023-12-3111803588core:IntangibleAssetsOtherThanGoodwill2022-12-3111803588core:FurnitureFittings2023-12-3111803588core:ComputerEquipment2023-12-3111803588core:FurnitureFittings2022-12-3111803588core:ComputerEquipment2022-12-3111803588core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3111803588core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3111803588core:CurrentFinancialInstruments2023-12-3111803588core:CurrentFinancialInstruments2022-12-3111803588core:ShareCapital2023-12-3111803588core:ShareCapital2022-12-3111803588core:SharePremium2023-12-3111803588core:SharePremium2022-12-3111803588core:RetainedEarningsAccumulatedLosses2023-12-3111803588core:RetainedEarningsAccumulatedLosses2022-12-3111803588core:ShareCapital2022-02-2811803588core:SharePremium2022-02-2811803588core:RetainedEarningsAccumulatedLosses2022-02-2811803588bus:Director12023-01-012023-12-3111803588core:RetainedEarningsAccumulatedLosses2022-03-012022-12-31118035882022-03-012022-12-3111803588core:RetainedEarningsAccumulatedLosses2023-01-012023-12-3111803588core:IntangibleAssetsOtherThanGoodwill2023-01-012023-12-3111803588core:ComputerSoftware2023-01-012023-12-3111803588core:FurnitureFittings2023-01-012023-12-3111803588core:ComputerEquipment2023-01-012023-12-3111803588core:IntangibleAssetsOtherThanGoodwill2022-12-3111803588core:FurnitureFittings2022-12-3111803588core:ComputerEquipment2022-12-31118035882022-12-3111803588core:WithinOneYear2023-12-3111803588core:WithinOneYear2022-12-3111803588bus:PrivateLimitedCompanyLtd2023-01-012023-12-3111803588bus:SmallCompaniesRegimeForAccounts2023-01-012023-12-3111803588bus:FRS1022023-01-012023-12-3111803588bus:Audited2023-01-012023-12-3111803588bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP