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REGISTERED NUMBER: 08133849 (England and Wales)
















LOGICOR (CH) LIMITED

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024






LOGICOR (CH) LIMITED (REGISTERED NUMBER: 08133849)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 4


LOGICOR (CH) LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 30 SEPTEMBER 2024







DIRECTORS: Mr R J Davies
Mr O Baker





SECRETARY: Mr R J Davies





REGISTERED OFFICE: Suite 7
Bizspace Wakefield Business Centre
Thornes Mill, Denby Dale Road
Wakefield
West Yorkshire
WF2 7AZ





REGISTERED NUMBER: 08133849 (England and Wales)





ACCOUNTANTS: UHY BPR Heaton
Chartered Accountants
Glenewes House
Gate Way Drive
Leeds
West Yorkshire
LS19 7XY

LOGICOR (CH) LIMITED (REGISTERED NUMBER: 08133849)

BALANCE SHEET
30 SEPTEMBER 2024

2024 2023
Notes £ £ £
FIXED ASSETS
Intangible assets 5 520,838 539,556
Tangible assets 6 4 901
Investments 7 1 1
520,843 540,458

CURRENT ASSETS
Stocks 57,357 642,759
Debtors 8 1,810,290 1,500,510
Cash at bank 26,184 99,188
1,893,831 2,242,457
CREDITORS
Amounts falling due within one year 9 377,023 2,020,453
NET CURRENT ASSETS 1,516,808 222,004
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,037,651

762,462

CREDITORS
Amounts falling due after more than one
year

10

8,438

19,689
NET ASSETS 2,029,213 742,773

CAPITAL AND RESERVES
Called up share capital 12 12,251 8,807
Share premium 13 11,981,951 10,435,396
Convertible loan notes 13 9,119,063 6,800,000
Retained earnings 13 (19,084,052 ) (16,501,430 )
SHAREHOLDERS' FUNDS 2,029,213 742,773

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 September 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 30 September 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

LOGICOR (CH) LIMITED (REGISTERED NUMBER: 08133849)

BALANCE SHEET - continued
30 SEPTEMBER 2024


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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 2 May 2025 and were signed on its behalf by:





Mr R J Davies - Director


LOGICOR (CH) LIMITED (REGISTERED NUMBER: 08133849)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

1. STATUTORY INFORMATION

Logicor (CH) 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.

The presentation currency of the financial statements is the Pound Sterling (£).


2. STATEMENT OF COMPLIANCE

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. However there is a departure from FRS102 relating to Financial Instruments which is disclosed in the Reserves note.

3. ACCOUNTING POLICIES

Going concern
The financial statements have been prepared under the historical cost convention.

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis for accounting in preparing the annual financial statements.

Preparation of consolidated financial statements
The financial statements contain information about Logicor (CH) 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.

Turnover
Turnover comprises revenue recognised by the company in respect of goods and services supplied during the year, exclusive of Value Added Tax and trade discounts.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Intangible assets and amortisation
Development costs are those costs directly attributable to the development of the central heating system and design costs. They are amortised to the profit and loss account over their estimated economic life once the product is full developed and ready for market.

Amortisation is provided at the following rate:

Development expenditure - 25% straight line

Intellectual property
Intellectual property licence generated by the company has been recognised on the balance sheet at market value.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.
Plant and machinery - 25% on cost
Fixtures and fittings - 33% on cost and 25% on cost

LOGICOR (CH) LIMITED (REGISTERED NUMBER: 08133849)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 SEPTEMBER 2024

3. ACCOUNTING POLICIES - continued

Government grants
Grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the company will comply with conditions attaching to them and the grants will be received using the performance model.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Stocks
Stocks are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow moving stocks. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.

Financial instruments
Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument.

Financial assets and liabilities are initially measured at transaction price, except for those financial assets classified as at fair value through profit or loss.

Basic financial instruments
Basic financial instruments are those with relatively straight forward terms and would normally include cash, bank balances, trade debtors, trade creditors and uncomplicated bank loans.

Where the arrangement does not constitute a financing transaction, e.g. trade debtors on normal commercial terms, the debtor will be valued initially at transaction price (i.e. cost) and subsequently at transaction price less impairment (if any) due to concerns over recoverability.

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.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


LOGICOR (CH) LIMITED (REGISTERED NUMBER: 08133849)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 SEPTEMBER 2024

3. ACCOUNTING POLICIES - continued

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.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

4. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 19 (2023 - 19 ) .

5. INTANGIBLE FIXED ASSETS
Other
intangible
assets
£
COST
At 1 October 2023 940,467
Additions 4,000
At 30 September 2024 944,467
AMORTISATION
At 1 October 2023 400,911
Charge for year 22,718
At 30 September 2024 423,629
NET BOOK VALUE
At 30 September 2024 520,838
At 30 September 2023 539,556

LOGICOR (CH) LIMITED (REGISTERED NUMBER: 08133849)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 SEPTEMBER 2024

6. TANGIBLE FIXED ASSETS
Plant and
machinery
etc
£
COST
At 1 October 2023
and 30 September 2024 106,280
DEPRECIATION
At 1 October 2023 105,379
Charge for year 897
At 30 September 2024 106,276
NET BOOK VALUE
At 30 September 2024 4
At 30 September 2023 901

7. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£
COST
At 1 October 2023
and 30 September 2024 1
NET BOOK VALUE
At 30 September 2024 1
At 30 September 2023 1

8. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£ £
Trade debtors 236,820 34,882
Amounts owed by group undertakings 1,251,688 1,239,663
Other debtors 321,782 225,965
1,810,290 1,500,510

9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£ £
Bank loans and overdrafts 11,251 11,251
Trade creditors 160,072 105,877
Taxation and social security 113,861 31,125
Other creditors 91,839 1,872,200
377,023 2,020,453

LOGICOR (CH) LIMITED (REGISTERED NUMBER: 08133849)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 SEPTEMBER 2024

10. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2024 2023
£ £
Bank loans 8,438 19,689

11. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2024 2023
£ £
Within one year 102,522 19,725
Between one and five years 113,086 -
215,608 19,725

12. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £ £
1,225,133 Ordinary 1p 12,251 8,807

During the year 344,442 shares were issued at £4.50 per share. The total net consideration received for this issue was £1,549,989.

LOGICOR (CH) LIMITED (REGISTERED NUMBER: 08133849)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 SEPTEMBER 2024

13. RESERVES
Retained Share Convertible
earnings premium loan notes Totals
£ £ £ £

At 1 October 2023 (16,501,430 ) 10,435,396 6,800,000 733,966
Deficit for the year (2,582,622 ) (2,582,622 )
Cash share issue - 1,546,555 - 1,546,555
Capitalisation of interest - - 2,319,063 2,319,063
At 30 September 2024 (19,084,052 ) 11,981,951 9,119,063 2,016,962

During the year ended 30 September 2020 the company issued convertible loan notes of £6,800,000 which we have shown in Capital and Reserves, which is in contravention to FRS102. During the year ended 30 September 2023 a deed of variation was drawn up that extended the maturity date by two years.

The instrument meets the definition of a financial liability in FRS102 being ‘a contract that will or may be settled in the entity’s own equity instruments and under which the entity is or may be obliged to deliver a variable number of the entity’s own equity instruments’.

In meeting this definition the instrument fails to meet the ‘fixed for fixed’ criterion; a derivative contract or equity conversion feature that does not deliver a fixed number of shares for a fixed consideration cannot qualify as equity.

However in our opinion we believe the holders of the loan notes will choose to convert them for equity at the date of redemption, as over the five year term the valuation of the company will have moved significantly and therefore the loan note holders would benefit more out of the transaction by converting their shares to equity. Indeed the conversion process is expected to be triggered shortly but is not completed at the date these accounts are signed.

A 100% premium is also payable which according to FRS102 should be accrued for and spread over the five year term but we don't believe at this stage it would be appropriate to accrue for the premium on redemption.

Loan interest accrued of £2,319,063 has been capitalised in the year and included in Capital and Reserves.