Company registration number 12188439 (England and Wales)
THIRD EQUATION LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
PAGES FOR FILING WITH REGISTRAR
THIRD EQUATION LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
THIRD EQUATION LTD
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 1 -
Unaudited
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
3
386,548
343,651
Tangible assets
4
91,123
84,812
477,671
428,463
Current assets
Debtors
5
397,527
352,758
Cash at bank and in hand
24,823
510,272
422,350
863,030
Creditors: amounts falling due within one year
6
(324,091)
(245,121)
Net current assets
98,259
617,909
Total assets less current liabilities
575,930
1,046,372
Creditors: amounts falling due after more than one year
7
(11,246,742)
(7,883,165)
Net liabilities
(10,670,812)
(6,836,793)
Capital and reserves
Called up share capital
8
6,337
6,337
Capital redemption reserve
9
4
4
Profit and loss reserves
(10,677,153)
(6,843,134)
Total equity
(10,670,812)
(6,836,793)

The directors of the company have 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 by the board of directors and authorised for issue on 27 November 2025 and are signed on its behalf by:
G F Dujon
Director
Company registration number 12188439 (England and Wales)
THIRD EQUATION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
1
Accounting policies
Company information

Third Equation Ltd is a private company, limited by shares and incorporated in England and Wales. The registered office is 3rd Floor 2 Glass Wharf, Bristol, BS2 0EL.

1.1
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.

1.2
Going concern

At 31 March 2025, the company had cash at bank of £24,823 (2024: £510,272) and net liabilities of £10,670,812 (2024: net liabilities of £6,836,793). Net liabilities include an amount of £11,246,742 (2024: £7,883,165) truedue to Pelham Place Pty Ltd, the registered holder of the convertible loan notes.

 

The current and future cash position of the company has been reviewed by the Board. This included a comprehensive review of the financial projections and cash-flow requirements, covering a period beyond one year from the date of approval of the financial statements.

 

The company is dependent on financial support from HFM Investments PTY Ltd, its parent company. HFM Investments PTY Ltd has provided a letter of support confirming that funding will be provided where required therefore the directors' consider that the company has adequate resources to continue in operational existence for a period of not less than twelve months from the date of approval of the accounts. Accordingly, the directors consider it appropriate to prepare the financial statements on the going concern basis.

1.3
Turnover

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

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

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.

THIRD EQUATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 3 -

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

Patents and intellectual property
10% straight line
1.6
Tangible fixed assets

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

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

Tools and equipment
20%-50% straight line
Fixtures and fittings
20%-50% straight line
Computers
20%-50% straight line

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
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.

1.8
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.

1.9
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.

THIRD EQUATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 4 -
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.

1.10
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.

1.11
Taxation

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

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.

1.12
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.

1.13
Retirement benefits

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

THIRD EQUATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 5 -
1.14
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.

1.15
Foreign exchange

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

2
Employees

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

2025
2024
Number
Number
Total
16
13
3
Intangible fixed assets
Patents and intellectual property
£
Cost
At 1 April 2024
492,512
Additions
95,624
At 31 March 2025
588,136
Amortisation
At 1 April 2024
148,861
Amortisation charged for the year
52,727
At 31 March 2025
201,588
Net book value
At 31 March 2025
386,548
At 31 March 2024
343,651
THIRD EQUATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 6 -
4
Tangible fixed assets
Tools and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 April 2024
364,291
36,339
26,460
427,090
Additions
40,186
-
0
-
0
40,186
At 31 March 2025
404,477
36,339
26,460
467,276
Depreciation
At 1 April 2024
281,086
35,076
26,116
342,278
Depreciation charged in the year
33,065
550
260
33,875
At 31 March 2025
314,151
35,626
26,376
376,153
Net book value
At 31 March 2025
90,326
713
84
91,123
At 31 March 2024
83,205
1,263
344
84,812
5
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
30,878
-
0
Other debtors
294,904
289,601
Prepayments
71,745
63,157
397,527
352,758
6
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
165,411
142,998
Taxation and social security
32,896
32,734
Other creditors
-
0
15,879
Accruals
125,784
53,510
324,091
245,121
THIRD EQUATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 7 -
7
Creditors: amounts falling due after more than one year
2025
2024
£
£
Other creditors
11,246,742
7,883,165

Convertible loan notes of £11,246,742 have been included within other creditors (2024: £7,883,165). These loan notes are convertible into ordinary shares in the company at the option of the holder. Convertible loans are secured by a fixed and floating charge over the assets and income of the company.

8
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £0.001 each
19,423
19,423
19
19
MIP shares of £0.50281 each
12,565
12,565
6,318
6,318
31,988
31,988
6,337
6,337

Ordinary shares have full voting rights attached to them and do not confer a right of redemption.

 

MIP shares having no voting rights attached to them and confer a right of redemption.

9
Capital redemption reserve

The capital redemption reserve represents the nominal value of the shares repurchased by the company.

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:

2025
2024
£
£
395,610
278,010
11
Parent company

The parent undertaking is HFM Investments Pty Ltd, a company registered in Australia, 081238888. The registered office address is 55 Collins Street, Melbourne Victoria, Austrailia, VIC 3000.

M C Fitzpatrick, an individual domiciled and resident in Australia, is regarded by the directors as being the company's ultimate controlling party, by virtue of his shareholding in parent company, HFM Investments Pty Ltd, a company registered in Australia.

THIRD EQUATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
12
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 is unqualified and includes the following:

Opinion

In our opinion the financial statements:

Senior Statutory Auditor:
Sharon Collins
Statutory Auditor:
Thomson Cooper
Date of audit report:
27 November 2025
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