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Registration number: SC504673

mLogica UK Ltd

Unaudited Filleted Financial Statements

for the Year Ended 31 December 2024

 

mLogica UK Ltd

Contents

Company Information

1

Accountants' Report

2

Balance Sheet

3

Notes to the Unaudited Financial Statements

4 to 10

 

mLogica UK Ltd

Company Information

Director

Dr Ashok Okhandiar

Registered office

Flat 5
8 Portland Gardens
Edinburgh
EH6 6NJ

Accountants

Deans Accountants And Business Advisors Ltd
Chartered Accountants and Business Advisors
27 North Bridge Street
Hawick
Scottish Borders
TD9 9BD

 

DEANS

Chartered Accountants

Chartered Accountants' Report to the Director on the Preparation of the Unaudited Statutory Accounts of
mLogica UK Ltd for the Year Ended 31 December 2024

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the accounts of mLogica UK Ltd for the year ended 31 December 2024 as set out on pages 3 to 10 from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants of Scotland (ICAS), we are subject to its ethical and other professional requirements which are detailed at http://www.icas.com/ethics/icas-code-of-ethics.

This report is made solely to the Board of Directors of mLogica UK Ltd, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the accounts of mLogica UK Ltd and state those matters that we have agreed to state to the Board of Directors of mLogica UK Ltd, as a body, in this report in accordance with ICAS guidance (www.icas.com/accountsprep/guidance). To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than mLogica UK Ltd and its Board of Directors as a body for our work or for this report.

It is your duty to ensure that mLogica UK Ltd has kept adequate accounting records and to prepare statutory accounts that give a true and fair view of the assets, liabilities, financial position and loss of mLogica UK Ltd. You consider that mLogica UK Ltd is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the accounts of mLogica UK Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory accounts.

......................................

Deans Accountants And Business Advisors Ltd
Chartered Accountants and Business Advisors
27 North Bridge Street
Hawick
Scottish Borders
TD9 9BD

29 September 2025

 

mLogica UK Ltd

(Registration number: SC504673)
Balance Sheet as at 31 December 2024

Note

2024
£

2023
£

Fixed assets

 

Intangible assets

4

10,426,880

12,260,260

Tangible assets

5

535

1,421

Investments

6

8,811,178

8,811,178

 

19,238,593

21,072,859

Current assets

 

Stocks

7

1,590,169

-

Debtors

8

3,000,990

4,615,593

Cash at bank and in hand

 

435,954

125,240

 

5,027,113

4,740,833

Creditors: Amounts falling due within one year

9

(23,055,605)

(24,482,526)

Net current liabilities

 

(18,028,492)

(19,741,693)

Net assets

 

1,210,101

1,331,166

Capital and reserves

 

Called up share capital

10

2

2

Retained earnings

1,210,099

1,331,164

Shareholders' funds

 

1,210,101

1,331,166

For the financial year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Director's responsibilities:

The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and

The director acknowledges his responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the director has not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the director on 29 September 2025
 

.........................................
Dr Ashok Okhandiar
Director

 

mLogica UK Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2024

1

General information

The company is a private company limited by share capital, incorporated in Scotland.

The address of its registered office is:
Flat 5
8 Portland Gardens
Edinburgh
EH6 6NJ
United Kingdom

These financial statements were authorised for issue by the director on 29 September 2025.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The financial statements are presented in Sterling (£) and rounded to the nearest £1.

Judgements

Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made included:

Useful economic lives of intangible assets – the annual amortisation charge for intangible assets is sensitive to change in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on economic utilisation of the assets.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/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;
and specific criteria have been met for each of the company's activities.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

 

mLogica UK Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2024

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non- monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historic cost in foreign currency are not retranslated.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Furniture, fittings and equipment

33.33% Straight line

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Intangible assets

Separately acquired trademarks and licences are shown at historical cost.

Trademarks, licences (including software) and customer-related intangible assets acquired in a business combination are recognised at fair value at the acquisition date.

Trademarks, licences and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Patents

10 and 8 years straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.


Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

 

mLogica UK Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2024

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed 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.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) 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.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable 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.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution 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.

Financial instruments

Classification
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of it’s liabilities.
 Recognition and measurement
Where shares are issued, any component that creates, a financial liability of the company is presented as a liability in the balance sheet. The corresponding dividends relating to the liability component are charged as an interest expenses in the profit and loss account.
 Impairment
At the end of each reporting period financial instruments measured at fair value are assessed for objective evidence of impairment. The impairment loss is recognised in the profit and loss account.

3

Staff numbers

The average number of persons employed by the company (including the director) during the year, was 1 (2023 - 2).

 

mLogica UK Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2024

4

Intangible assets

Trademarks, patents and licenses
 £

Total
£

Cost or valuation

At 1 January 2024

17,609,505

17,609,505

At 31 December 2024

17,609,505

17,609,505

Amortisation

At 1 January 2024

5,349,245

5,349,245

Amortisation charge

1,833,380

1,833,380

At 31 December 2024

7,182,625

7,182,625

Carrying amount

At 31 December 2024

10,426,880

10,426,880

At 31 December 2023

12,260,260

12,260,260

Individually material intangible assets

Patents
The carrying amount of this asset is £1,599,488 (2023 -£1,961,636) and the remaining amortisation period is 4 (2023 - 5).

Licences
The carrying amount of this asset is £8,827,392 (2023 -£10,298,624) and the remaining amortisation period is 6 (2023 - 7).

 

mLogica UK Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2024

5

Tangible assets

Furniture, fittings and equipment
 £

Total
£

Cost or valuation

At 1 January 2024

2,660

2,660

At 31 December 2024

2,660

2,660

Depreciation

At 1 January 2024

1,239

1,239

Charge for the year

886

886

At 31 December 2024

2,125

2,125

Carrying amount

At 31 December 2024

535

535

At 31 December 2023

1,421

1,421

6

Investments

2024
£

2023
£

Investments in subsidiaries

8,811,178

8,811,178

Subsidiaries

£

Cost or valuation

At 1 January 2024

8,811,178

Provision

Carrying amount

At 31 December 2024

8,811,178

At 31 December 2023

8,811,178

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

 

mLogica UK Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2024

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2024

2023

Subsidiary undertakings

Omni Logika

Dimitrija Tucivica 7
1100 Beograd, Serbia

Serbia Montenegro

Ordinary shares

100%

100%

Unified Soft Ltd

T110F-1G, RAKEZ Amenity Centre,
Al Hamra Industrial Zone-FZ Ras Al-Khaimah

UAE

Ordinary Shares

100%

100%

Reverse Pardigm S.r.l

Via Marano 5, 47853, Coriano, Rimini.

Italy

Ordinary shares

100%

100%

Subsidiary undertakings

Omni Logika

The principal activity of Omni Logika is software.

Unified Soft Ltd

The principal activity of Unified Soft Ltd is software.

Reverse Pardigm S.r.l

The principal activity of Reverse Pardigm S.r.l is software.

7

Stocks

2024
£

2023
£

Work in progress

1,590,169

-

8

Debtors

2024
£

2023
£

Trade debtors

2,841,524

4,598,939

Prepayments

3,000

3,000

Other debtors

156,466

13,654

3,000,990

4,615,593

 

mLogica UK Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2024

9

Creditors

Creditors: amounts falling due within one year

Note

2024
£

2023
£

Due within one year

 

Trade creditors

 

615,584

289,342

Amounts owed to group undertakings and undertakings in which the company has a participating interest

11

13,540,851

12,910,849

Taxation and social security

 

48,600

2,875

Accruals and deferred income

 

306,936

220,146

Other creditors

 

8,543,634

11,059,314

 

23,055,605

24,482,526

10

Share capital

Allotted, called up and fully paid shares

2024

2023

No.

£

No.

£

Ordinary shares of £1 each

2

2

2

2

       

11

Related party transactions

Summary of transactions with parent

mLogica LLC. a company based in the US is the company's parent
 During the year mLogica LLC advanced monies to the company, at the balance sheet date the amounts owed to mLogica US was £13,020,940 (2023: £12,910,849)