| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements for the Period 1 January 2024 to 31 October 2024 |
| for |
| Cogent Technology Limited |
| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements for the Period 1 January 2024 to 31 October 2024 |
| for |
| Cogent Technology Limited |
| Cogent Technology Limited (Registered number: 01855453) |
| Contents of the Financial Statements |
| for the Period 1 January 2024 to 31 October 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 6 |
| Income Statement | 9 |
| Other Comprehensive Income | 10 |
| Balance Sheet | 11 |
| Statement of Changes in Equity | 12 |
| Cash Flow Statement | 13 |
| Notes to the Cash Flow Statement | 14 |
| Notes to the Financial Statements | 15 |
| Cogent Technology Limited |
| Company Information |
| for the Period 1 January 2024 to 31 October 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Lake House |
| Market Hill |
| Royston |
| Hertfordshire |
| SG8 9JN |
| Cogent Technology Limited (Registered number: 01855453) |
| Strategic Report |
| for the Period 1 January 2024 to 31 October 2024 |
| The directors present their strategic report for the period 1 January 2024 to 31 October 2024. |
| REVIEW OF BUSINESS |
| Sales in the period were £4,451,624 (2023: £11,569,698) and gross profit percentage reduced to 13.92% (2023: 28.23%). |
| In 2024 100% of the shares in Cogent Technology were sold to Camden Boss Limited, a manufacturer of electro-mechanical components and plastic enclosures. The combined expertise and contacts will be leveraged to grow sales within the range of industries and sectors currently being occupied by both businesses, as well as looking to expand into further areas. There are also strong synergies between the two businesses which will enable costs savings. |
| In May 2025, Gordon Watling started as CEO of the combined Cogent and Camden Boss businesses. Gordon comes with a wealth of experience in leadership roles within manufacturing, across a range of sectors. The board are confident that the combined efforts of Cogent, Camden Boss and its customers along with the innovation and investments made, is laying the foundation for future profits. |
| KPI's |
| The Board monitor a number of key performance indicators in their management of the business:- |
| - Monthly and year to date gross profit percentages |
| - Our EBITDA as a value for the period and year to date |
| - Our order book as a sales value, both year to date and year on year |
| - Our number of customers |
| - Our deliveries to establish timeliness |
| Our returns to establish quality |
| - Our balance sheet ratios to identify liquidity |
| A detailed business plan has been drawn up and is being reviewed and refined as necessary whilst customers look at their own demand levels. |
| The Felixstowe factory has capacity that outstrips the existing level of activity and the board are looking at ways of increasing business levels both with new and existing customers. |
| Cogent Technology Limited (Registered number: 01855453) |
| Strategic Report |
| for the Period 1 January 2024 to 31 October 2024 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| Objectives and policies: |
| The Company's operation exposes it to a variety of financial risks that include the effects of changes in credit risk, liquidity risk and interest rate risk. |
| Working capital is monitored daily and a sufficient cash balance is maintained enabling the company to meet its liabilities. Interest rate risk is not considered significant as the company does not have any liabilities that accrue significant interest with third parties, as all lending is supplied by its parent company. |
| As the Company renders its sales and acquires the majority of its purchases and overheads in sterling the risk of currency exposure is low. |
| The directors recognise the risks and uncertainties inherent in the economic climate and continue to mitigate these. |
| Liquidity risk: |
| The objective of the Company in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The Company expects to meet its financial obligations through operating cashflows but has used deposits with its customers where this has not proved possible. |
| Credit risk: |
| The Company offers credit terms to its customers which allow payment of invoices under standard trade terms agreed between the parties. This risk exists if the customers are unable to do so. This risk is mitigated by maintaining strong customer relationships and closely monitoring the debtors ledger. |
| Interest rate risk: |
| The Company offers credit terms to its customers which allow payment of invoices under standard trade terms agreed between the parties. This risk exists if the customers are unable to do so. This risk is mitigated by maintaining strong customer relationships and closely monitoring the debtor's ledger. |
| ON BEHALF OF THE BOARD: |
| 8 July 2025 |
| Cogent Technology Limited (Registered number: 01855453) |
| Report of the Directors |
| for the Period 1 January 2024 to 31 October 2024 |
| The directors present their report with the financial statements of the company for the period 1 January 2024 to 31 October 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the period under review was that of manufacture of electronic products in the Medtech and Greentech sectors. |
| DIVIDENDS |
| No dividends will be distributed for the period ended 31 October 2024 (2023: NIL). |
| DIRECTORS |
| Other changes in directors holding office are as follows: |
| DISCLOSURE IN THE STRATEGIC REPORT |
| 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 director's report. It has done so in respect of principal risks and uncertainties. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, 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). 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 the steps that he or she ought to have taken as a director 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. |
| Cogent Technology Limited (Registered number: 01855453) |
| Report of the Directors |
| for the Period 1 January 2024 to 31 October 2024 |
| AUDITORS |
| The auditors, Hardcastle Burton LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Cogent Technology Limited |
| Opinion |
| We have audited the financial statements of Cogent Technology Limited (the 'company') for the period ended 31 October 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 October 2024 and of its loss for the period 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| 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. |
| In connection with our audit of the financial statements, 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| Cogent Technology Limited |
| 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 Strategic Report or 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. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| We assessed the susceptibility of the company's financial statements to material misstatement and how fraud might occur at the planning stage. We held pre audit discussions with the directors, carried out a preliminary analytical review and discussed within the audit team areas of risk. We evaluated potential areas where fraud might occur and the possible incentives for manipulating the financial statements. We also identified the relevant laws and regulations applicable to the company using our understanding of the industry and discussions with directors. |
| During the audit fieldwork we carried out audit procedures to mitigate assessed risks identified in the financial statements. We selected a sample of manual journals posted into the accounting system for reasonableness, vouching the journals to supporting documentation where appropriate to ensure the journal was accurate and correct. |
| We also held a discussion with management to question whether there were any known cases of fraud affecting the company. We then corroborated our discussions by reviewing the board meeting minutes throughout the year and after the year end. We also reviewed the nominal ledger for legal and professional fees to confirm that there had been no legal costs associated with actual or potential fraudulent activity. |
| Accounting estimates were also highlighted as a potential area for fraudulent manipulation or management bias in the financial statements. We scrutinised each key accounting estimate and the method chosen for each estimate to verify that the methods used are appropriate and reasonable. We also substantively tested these to confirm that the methods were applied correctly. |
| 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. |
| Report of the Independent Auditors to the Members of |
| Cogent Technology Limited |
| 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. |
| for and on behalf of |
| Lake House |
| Market Hill |
| Royston |
| Hertfordshire |
| SG8 9JN |
| Cogent Technology Limited (Registered number: 01855453) |
| Income Statement |
| for the Period 1 January 2024 to 31 October 2024 |
| Period |
| 1.1.24 |
| to | Year Ended |
| 31.10.24 | 31.12.23 |
| Notes | £ | £ |
| TURNOVER | 3 |
| Cost of sales |
| GROSS PROFIT |
| Administrative expenses |
| OPERATING LOSS | 5 | ( |
) | ( |
) |
| Exceptional items | 6 |
| (1,961,098 | ) | (596,881 | ) |
| Interest receivable and similar income |
| (1,960,391 | ) | (593,547 | ) |
| Interest payable and similar expenses | 7 |
| LOSS BEFORE TAXATION | ( |
) | ( |
) |
| Tax on loss | 8 | ( |
) |
| LOSS FOR THE FINANCIAL PERIOD | ( |
) | ( |
) |
| Cogent Technology Limited (Registered number: 01855453) |
| Other Comprehensive Income |
| for the Period 1 January 2024 to 31 October 2024 |
| Period |
| 1.1.24 |
| to | Year Ended |
| 31.10.24 | 31.12.23 |
| Notes | £ | £ |
| LOSS FOR THE PERIOD | ( |
) | ( |
) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
( |
) |
| Prior year adjustment | ( |
) |
| TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT |
(603,323 |
) |
| Cogent Technology Limited (Registered number: 01855453) |
| Balance Sheet |
| 31 October 2024 |
| 31.10.24 | 31.12.23 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 9 |
| CURRENT ASSETS |
| Stocks | 10 |
| Debtors | 11 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 12 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
13 |
( |
) |
( |
) |
| PROVISIONS FOR LIABILITIES | 17 | ( |
) |
| NET (LIABILITIES)/ASSETS | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 18 |
| Share premium | 19 |
| Retained earnings | 19 | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Cogent Technology Limited (Registered number: 01855453) |
| Statement of Changes in Equity |
| for the Period 1 January 2024 to 31 October 2024 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2023 |
| Prior year adjustment | - | ( |
) | - | ( |
) |
| As restated |
| Changes in equity |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 31 December 2023 |
| Changes in equity |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 31 October 2024 | ( |
) | ( |
) |
| Cogent Technology Limited (Registered number: 01855453) |
| Cash Flow Statement |
| for the Period 1 January 2024 to 31 October 2024 |
| Period |
| 1.1.24 |
| to | Year Ended |
| 31.10.24 | 31.12.23 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | ( |
) | ( |
) |
| Interest paid | ( |
) |
| Net cash from operating activities | ( |
) | ( |
) |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Interest received |
| Net cash from investing activities | ( |
) | ( |
) |
| Cash flows from financing activities |
| New loans in year |
| Hire purchase repayments in the year | ( |
) | ( |
) |
| Net cash from financing activities | ( |
) |
| Decrease in cash and cash equivalents | (203,904 | ) | (1,263,150 | ) |
| Cash and cash equivalents at beginning of period |
2 |
1,582,495 |
| Effect of foreign exchange rate changes | (8,561 | ) | 8,174 |
| Cash and cash equivalents at end of period |
2 |
115,054 |
327,519 |
| Cogent Technology Limited (Registered number: 01855453) |
| Notes to the Cash Flow Statement |
| for the Period 1 January 2024 to 31 October 2024 |
| 1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| Period |
| 1.1.24 |
| to | Year Ended |
| 31.10.24 | 31.12.23 |
| £ | £ |
| Loss before taxation | ( |
) | ( |
) |
| Depreciation charges |
| Loss on disposal of fixed assets |
| Increase/(Decrease) in provisions | (52,939 | ) | (120,583 | ) |
| (Gains)/Loss on foreign exchange | 8,560 | (8,174 | ) |
| Finance costs | 132,163 | - |
| Finance income | (707 | ) | (3,334 | ) |
| (1,842,677 | ) | (510,232 | ) |
| Decrease in stocks |
| Decrease in trade and other debtors |
| Decrease in trade and other creditors | ( |
) | ( |
) |
| Cash generated from operations | ( |
) | ( |
) |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Period ended 31 October 2024 |
| 31.10.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 115,054 | 327,519 |
| Year ended 31 December 2023 |
| 31.12.23 | 1.1.23 |
| £ | £ |
| Cash and cash equivalents | 327,519 | 1,582,495 |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 1.1.24 | Cash flow | At 31.10.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | 327,519 | (212,465 | ) | 115,054 |
| 327,519 | (212,465 | ) | 115,054 |
| Debt |
| Finance leases | (90,064 | ) | 3,928 | (86,136 | ) |
| Debts falling due within 1 year | (400,000 | ) | 400,000 | - |
| (490,064 | ) | 403,928 | (86,136 | ) |
| Total | (162,545 | ) | 191,463 | 28,918 |
| Cogent Technology Limited (Registered number: 01855453) |
| Notes to the Financial Statements |
| for the Period 1 January 2024 to 31 October 2024 |
| 1. | STATUTORY INFORMATION |
| Cogent Technology Limited is a |
| The principle place of business is: Landguard Point Enterprise Centre, Langer Road, Felixstowe, Suffolk, IP11 2ER. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| These financial statements are presented in Sterling (£), which is the functional currency. |
| The financial statements have been prepared on a going concern basis. The company is reporting a substantial loss and net liabilities for the period ended 31 October 2024 and a loss for the year ended 31 December 2023. |
| The directors have prepared forecasts for at least the next 12 months and have concluded that there is sufficient financial headroom available to them to meet their liabilities as they fall due. |
| The ultimate parent company has confirmed that they will continue to provide financial support for a period of at least twelve months from the date of approval of the financial statements. In addition to the letter of support provided, there is a loan facility in place from the immediate parent company which has a maturity date of 1 November 2026 which demonstrates further support of the immediate parent company through the next twelve months. |
| Based upon the above the directors consider it appropriate to prepare the financial statements on a going concern basis. |
| Should the company be unable to continue trading, adjustments may have to be made to adjust the value of the assets to their recoverable amount and to provide any further liabilities that may arise. |
| Cogent Technology Limited (Registered number: 01855453) |
| Notes to the Financial Statements - continued |
| for the Period 1 January 2024 to 31 October 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Critical accounting judgements and key sources of estimation uncertainty |
| In applying the Company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amount of assets and liabilities. The directors judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ. |
| The financial statements include a warranty provision, which is estimated based on the number of returns received in the 12 months following the date of these accounts. The total returns have been estimated at the net realisable value of each part. Cogent have both a legal and a constructive obligation to provide at least a 12 month warranty period to customers. |
| The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods. |
| The directors do not believe that there have been judgements made in the process of applying the below accounting policies that have had a significant effect on amounts recognised in the financial statements. Furthermore, the directors consider that there are no areas of estimation uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year. |
| Stock Provisions: |
| A provision for slow-moving and obsolete stock is recognised based on the number of years since the item was last purchased. |
| Comparatives |
| The year end has been changed to align with the new parent company. The current period figures are for the 10 month period ended 31 October 2024. The comparative figures are for the year ended 31 December 2023. |
| Revenue recognition |
| Turnover comprises the fair value of the consideration received or receivable for the provision and delivery of electronic devices in the ordinary course of the company's activities. It is shown net of value added tax, returns, rebates and discounts. |
| The Company recognises revenue when: |
| - The amount of revenue can be reliably measured; |
| - It is probable that future economic benefits will flow to the entity; |
| - It has been signed off ready for delivery to the customer; |
| - And specific criteria has been met for each of the companies activities. |
| Tangible fixed assets |
| Long leasehold | - |
| Plant and machinery | - |
| Office equipment | - |
| Computer equipment | - |
| Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated |
| depreciation. |
| Government grants |
| Government grants on capital expenditure are credited to a deferred account and are released to revenue over the expected useful life of the relevant asset by equal annual instalments. |
| Cogent Technology Limited (Registered number: 01855453) |
| Notes to the Financial Statements - continued |
| for the Period 1 January 2024 to 31 October 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Stocks |
| Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the weighted average method. |
| The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss. |
| Financial instruments |
| The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' of FRS 102 to all of its financial instruments. |
| Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. |
| Basic financial assets |
| Basic financial assets, which include debtors, 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. |
| Basic financial liabilities |
| Basic financial liabilities, including creditors and loans 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. |
| 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. |
| Taxation |
| Taxation for the period 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 period 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. |
| Cogent Technology Limited (Registered number: 01855453) |
| Notes to the Financial Statements - continued |
| for the Period 1 January 2024 to 31 October 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Share based payments |
| The company issues equity-settled share based payments to certain employees in the form of share options. These are measured at fair value at the date of grant using third party data. The fair value determined at the grant date of the equity settled share-based payments is expensed on a straight-line basis over the vesting period, based on the company's estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions. |
| On cancellation or settlement (including those resulting from employee redundancy) the share options will lapse immediately. |
| 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. |
| Leases |
| Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease. |
| Defined contributions pension obligation |
| A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. |
| Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment. |
| Trade debtors |
| Trade debtors are amounts due from customers for devices sold in the ordinary course of business. |
| Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables |
| Trade creditors |
| Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Other creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities. |
| Borrowings |
| Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing. |
| Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges. |
| Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. |
| Cogent Technology Limited (Registered number: 01855453) |
| Notes to the Financial Statements - continued |
| for the Period 1 January 2024 to 31 October 2024 |
| 3. | TURNOVER |
| The turnover and loss before taxation are attributable to the one principal activity of the company. |
| An analysis of turnover by geographical market is given below: |
| Period |
| 1.1.24 |
| to | Year Ended |
| 31.10.24 | 31.12.23 |
| £ | £ |
| United Kingdom |
| Rest of world | 523,199 | 1,509,048 |
| 4. | EMPLOYEES AND DIRECTORS |
| Period |
| 1.1.24 |
| to | Year Ended |
| 31.10.24 | 31.12.23 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the period was as follows: |
| Period |
| 1.1.24 |
| to | Year Ended |
| 31.10.24 | 31.12.23 |
| Production | 77 | 78 |
| Administration and support | 33 | 38 |
| Period |
| 1.1.24 |
| to | Year Ended |
| 31.10.24 | 31.12.23 |
| £ | £ |
| Directors' remuneration |
| Directors' pension contributions to money purchase schemes |
| Cogent Technology Limited (Registered number: 01855453) |
| Notes to the Financial Statements - continued |
| for the Period 1 January 2024 to 31 October 2024 |
| 4. | EMPLOYEES AND DIRECTORS - continued |
| Information regarding the highest paid director is as follows: |
| Period |
| 1.1.24 |
| to | Year Ended |
| 31.10.24 | 31.12.23 |
| £ | £ |
| Emoluments etc |
| Pension contributions to money purchase schemes |
| 5. | OPERATING LOSS |
| The operating loss is stated after charging/(crediting): |
| Period |
| 1.1.24 |
| to | Year Ended |
| 31.10.24 | 31.12.23 |
| £ | £ |
| Equipment servicing and rental |
| Other operating leases |
| Depreciation - owned assets |
| Depreciation - assets on hire purchase contracts |
| Loss on disposal of fixed assets |
| Auditors' remuneration |
| Foreign exchange differences | ( |
) |
| 6. | EXCEPTIONAL ITEMS |
| Period |
| 1.1.24 |
| to | Year Ended |
| 31.10.24 | 31.12.23 |
| £ | £ |
| Exceptional items |
| On 18 January 2024 a loan of £400,000 owed to a related party was waived in full. |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| Period |
| 1.1.24 |
| to | Year Ended |
| 31.10.24 | 31.12.23 |
| £ | £ |
| Other interest |
| HP interest |
| Cogent Technology Limited (Registered number: 01855453) |
| Notes to the Financial Statements - continued |
| for the Period 1 January 2024 to 31 October 2024 |
| 8. | TAXATION |
| Analysis of the tax credit |
| The tax credit on the loss for the period was as follows: |
| Period |
| 1.1.24 |
| to | Year Ended |
| 31.10.24 | 31.12.23 |
| £ | £ |
| Deferred tax | ( |
) |
| Tax on loss | ( |
) |
| Reconciliation of total tax credit included in profit and loss |
| The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| Period |
| 1.1.24 |
| to | Year Ended |
| 31.10.24 | 31.12.23 |
| £ | £ |
| Loss before tax | ( |
) | ( |
) |
| Loss multiplied by the standard rate of corporation tax in the UK of (2023 - |
( |
) |
( |
) |
| Effects of: |
| Expenses not deductible for tax purposes |
| Adjustments to tax charge in respect of previous periods | ( |
) |
| Loan waiver | (100,000 | ) | - |
| Movement in general provision | - | (7,000 | ) |
| Depreciation on assets not qualifying for capital allowances | 6,818 | 10,203 |
| Deferred tax asset not recognised | 615,708 | 65,964 |
| Total tax credit | - | (87,371 | ) |
| No liability to UK corporation tax arose for the period ended 31 October 2024 nor the year ended 31 December 2023, due to losses of approximately £3,336k (2023: £683k). |
| Cogent Technology Limited (Registered number: 01855453) |
| Notes to the Financial Statements - continued |
| for the Period 1 January 2024 to 31 October 2024 |
| 9. | TANGIBLE FIXED ASSETS |
| Long | Plant and | Office | Computer |
| leasehold | machinery | equipment | equipment | Totals |
| £ | £ | £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| Disposals | ( |
) | ( |
) | ( |
) | ( |
) |
| At 31 October 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for period |
| Eliminated on disposal | ( |
) | ( |
) | ( |
) | ( |
) |
| At 31 October 2024 |
| NET BOOK VALUE |
| At 31 October 2024 |
| At 31 December 2023 |
| Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
| Plant and |
| machinery |
| £ |
| COST |
| At 1 January 2024 |
| and 31 October 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for period |
| At 31 October 2024 |
| NET BOOK VALUE |
| At 31 October 2024 |
| At 31 December 2023 |
| 10. | STOCKS |
| 31.10.24 | 31.12.23 |
| £ | £ |
| Raw materials |
| Work-in-progress |
| Finished goods |
| Cogent Technology Limited (Registered number: 01855453) |
| Notes to the Financial Statements - continued |
| for the Period 1 January 2024 to 31 October 2024 |
| 11. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.10.24 | 31.12.23 |
| £ | £ |
| Trade debtors |
| Prepayments |
| In the prior year, trade debtors amounting to £1,873,055 were pledged as security under invoice financing arrangements. This arrangement ceased in May 2024. |
| 12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.10.24 | 31.12.23 |
| £ | £ |
| Bank loans and overdrafts (see note 14) |
| Hire purchase contracts (see note 15) |
| Trade creditors |
| Invoice finance facility | - | 954,690 |
| Amounts owed to group undertakings |
| Social security and other taxes |
| VAT | 262,191 | 191,923 |
| Other creditors |
| Accruals and deferred Income |
| Deferred government grants |
| Included in amounts due within one year are amounts due under invoice financing arrangements and loans and borrowings on which security has been given totalling £27,251 (2023 - £1,383,123). |
| 13. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 31.10.24 | 31.12.23 |
| £ | £ |
| Hire purchase contracts (see note 15) |
| Amounts owed to group undertakings |
| Deferred government grants |
| Included in amounts due after one year are loans and borrowings on which security has been given totalling £58,885 (2023 - £61,631). |
| Included within amounts owed to group undertakings is a loan from the immediate parent company, Camden Boss Limited, of £2,931,879 (2023: £Nil). The amount owed to the parent company comprises of a £250,000 chattel mortgage bearing interest at 8%. The remaining amount owed relates to loan notes bearing interest at 3.25% above the Bank of England base rate and the charge for the year was £113,521 (2023: £Nil). The entire amount owed is due for repayment in full by 1 November 2026 |
| Cogent Technology Limited (Registered number: 01855453) |
| Notes to the Financial Statements - continued |
| for the Period 1 January 2024 to 31 October 2024 |
| 14. | LOANS |
| An analysis of the maturity of loans is given below: |
| 31.10.24 | 31.12.23 |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Other loans |
| 15. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Hire purchase contracts |
| 31.10.24 | 31.12.23 |
| £ | £ |
| Net obligations repayable: |
| Within one year |
| Between one and five years |
| Non-cancellable operating | leases |
| 31.10.24 | 31.12.23 |
| £ | £ |
| Within one year |
| Between one and five years |
| 16. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| 31.10.24 | 31.12.23 |
| £ | £ |
| Owed to group companies | 250,000 | - |
| Included in the amounts owed to group companies in note 13 is a £250,000 mortgage secured over chattels held by the company. The interest rate on the mortgage is 8% and is due for repayment on 1 November 2026. |
| 17. | PROVISIONS FOR LIABILITIES |
| 31.10.24 | 31.12.23 |
| £ | £ |
| Other provisions |
| Warranty provision | - | 52,939 |
| Cogent Technology Limited (Registered number: 01855453) |
| Notes to the Financial Statements - continued |
| for the Period 1 January 2024 to 31 October 2024 |
| 18. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.10.24 | 31.12.23 |
| value: | £ | £ |
| Ordinary | £1 | 1,000 | 1,000 |
| 19. | RESERVES |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| At 1 January 2024 | 1,308,959 |
| Deficit for the period | ( |
) | ( |
) |
| At 31 October 2024 | ( |
) | (783,595 | ) |
| 20. | PENSION COMMITMENTS |
| The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension charge represents contributions payable by the company to the fund and other schemes and amounted to £182,489 (2023: £97,084). Outstanding pension contributions at the end of the period totalled £13,730 (2023: £13,447). |
| 21. | RELATED PARTY DISCLOSURES |
| 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. |
| 31.10.24 | 31.12.23 |
| £ | £ |
| Amount due to related party |
| 22. | ULTIMATE CONTROLLING PARTY |
| On 18 January 2024, the ultimate parent company became Heathpatch Ltd, a company registered in England and Wales. |
| The immediate parent company is Camden Boss Limited, a company incorporated in England and Wales. The largest and smallest group of undertakings for which group accounts have been drawn up is that headed by Heathpatch Limited and copies are available from the Registrar of Companies (www.companieshouse.gov.uk). There is no overall controlling party. |
| 23. | SHARE BASED PAYMENTS |
| At the beginning of the year, the company had in issue 55 EMI options each with an exercise price of £748. At 1 January 2024 it was determined that the fair value of the share options was £nil. During the year the EMI options were cancelled by mutual arrangements. |