| REGISTERED NUMBER: 09822653 (England and Wales) |
| GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024 |
| FOR |
| LOGICMONITOR UK LIMITED |
| REGISTERED NUMBER: 09822653 (England and Wales) |
| GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 DECEMBER 2024 |
| FOR |
| LOGICMONITOR UK LIMITED |
| LOGICMONITOR UK LIMITED (REGISTERED NUMBER: 09822653) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 5 |
| Consolidated Statement of Comprehensive Income | 8 |
| Consolidated Statement of Financial Position | 9 |
| Company Statement of Financial Position | 10 |
| Consolidated Statement of Changes in Equity | 11 |
| Company Statement of Changes in Equity | 12 |
| Notes to the Consolidated Financial Statements | 13 |
| LOGICMONITOR UK LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 30 DECEMBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| INDEPENDENT AUDITORS: |
| Tagus House |
| 9 Ocean Way |
| Southampton |
| Hampshire |
| SO14 3TJ |
| LOGICMONITOR UK LIMITED (REGISTERED NUMBER: 09822653) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 30 DECEMBER 2024 |
| The directors present their strategic report of the company and the group for the year ended 30 December 2024. |
| BUSINESS REVIEW |
| The Group is funded solely by the parent company and performs most of the business' European transactions. The Group has been focusing on continued development and expansion of its product through advanced machine learning techniques, contextual enrichment capabilities, and production of succinct critical incident alerts in efforts to grow its consumer pool, which has been a success. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The risks to the Group are limited as the parent company is responsible for the development and distribution of the product. There is some uncertainty on how new European markets will embrace the business brand, which could increase or decrease the annual expenditures in the Group. |
| FINANCIAL KEY PERFORMANCE INDICATORS |
| Since the Group is strictly an expense-based entity, the KPI's that are evaluated are expenses vs budget. The Group's revenue is based upon a gross up of expenses that is invoiced monthly to the parent company. |
| ON BEHALF OF THE BOARD: |
| LOGICMONITOR UK LIMITED (REGISTERED NUMBER: 09822653) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 30 DECEMBER 2024 |
| The directors present their report with the financial statements of the company and the group for the year ended 30 December 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the Group is to provide sales and marketing services support to its parent company LogicMonitor Inc. in the specific contracted region. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 30 December 2024. |
| FUTURE DEVELOPMENTS |
| The Group looks to further expand its market presence in Europe through new product offerings and further enhancements of its existing software products to contribute to the Company's vision of establishing a global Center of Excellence. To support this growth, the Group expects continued increases to its existing salesforce and support staff over the next 12 months. |
| POST BALANCE SHEET EVENTS |
| Information relating to events since the end of the year is given in the notes to the financial statements. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 31 December 2023 to the date of this report. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information. |
| LOGICMONITOR UK LIMITED (REGISTERED NUMBER: 09822653) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 30 DECEMBER 2024 |
| AUDITORS |
| The auditors, HJS Accountants Ltd, 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 |
| LOGICMONITOR UK LIMITED |
| Opinion |
| We have audited the financial statements of Logicmonitor UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity and 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 group's and the parent company's affairs as at 30 December 2024 and of its profit for the year 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 group 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 group's and the parent 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 Group 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 Group 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 Group 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 |
| LOGICMONITOR UK LIMITED |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company 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 three, 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 group's and the parent 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 group or the parent 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: |
| Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to breaches of UK regulatory principles, such as those governed by the relevant construction authorities. We also considered the laws and regulations which have a direct impact on the financial statements such as the Companies Act 2006. |
| We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of control(s), and determined that the principal risks were related to management bias in accounting estimates and judgmental areas of the financial statements. |
| Audit procedures performed by the audit engagement team included: |
| - Discussions with senior management, including consideration of known of suspected instances of non-compliance with laws and regulations or instances of fraud; |
| - Identifying and testing journal entries based on risk criteria; |
| - Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing; |
| - Testing transactions entered into outside of the normal course of the company's business; |
| - Reviewing any potential litigation or claims against the entity which indicate any potential non-compliance issues. |
| There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. |
| 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 |
| LOGICMONITOR UK 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 |
| Tagus House |
| 9 Ocean Way |
| Southampton |
| Hampshire |
| SO14 3TJ |
| LOGICMONITOR UK LIMITED (REGISTERED NUMBER: 09822653) |
| CONSOLIDATED |
| STATEMENT OF COMPREHENSIVE |
| INCOME |
| FOR THE YEAR ENDED 30 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| TURNOVER | 22,542,381 | 27,096,732 |
| Cost of sales | 14,747,766 | 15,800,130 |
| GROSS PROFIT | 7,794,615 | 11,296,602 |
| Administrative expenses | 14,048,955 | 8,332,096 |
| OPERATING (LOSS)/PROFIT | 4 | (6,254,340 | ) | 2,964,506 |
| Interest receivable and similar income | 34,824 | 32,989 |
| (6,219,516 | ) | 2,997,495 |
| Interest payable and similar expenses | 5 | 5,805 | - |
| (LOSS)/PROFIT BEFORE TAXATION | (6,225,321 | ) | 2,997,495 |
| Tax on (loss)/profit | 6 | 485,192 | 344,879 |
| (LOSS)/PROFIT FOR THE FINANCIAL YEAR | ( |
) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(6,710,513 |
) |
2,652,616 |
| (Loss)/profit attributable to: |
| Owners of the parent | (6,710,513 | ) | 2,652,616 |
| Total comprehensive income attributable to: |
| Owners of the parent | (6,710,513 | ) | 2,652,616 |
| LOGICMONITOR UK LIMITED (REGISTERED NUMBER: 09822653) |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
| 30 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 8 | 1,575,802 | 1,575,802 |
| Tangible assets | 9 | 112,994 | 178,398 |
| Investments | 10 | - | - |
| 1,688,796 | 1,754,200 |
| CURRENT ASSETS |
| Debtors: amounts falling due within one year | 11 | 1,236,183 | 3,895,147 |
| Debtors: amounts falling due after more than one year |
11 |
158,077 |
237,115 |
| Cash at bank | 699,074 | 4,221,681 |
| 2,093,334 | 8,353,943 |
| CREDITORS |
| Amounts falling due within one year | 12 | 11,812,143 | 12,697,695 |
| NET CURRENT LIABILITIES | (9,718,809 | ) | (4,343,752 | ) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
(8,030,013 |
) |
(2,589,552 |
) |
| PROVISIONS FOR LIABILITIES | 14 | 4,710 | 17,347 |
| CAPITAL AND RESERVES |
| Called up share capital | 15 | 1 | 1 |
| Revaluation reserve | 16 | 1,179,624 | - |
| Other reserves | 16 | 103,065 | - |
| Retained earnings | 16 | (9,317,413 | ) | (2,606,900 | ) |
| SHAREHOLDERS' FUNDS | (8,034,723 | ) | (2,606,899 | ) |
| (8,030,013 | ) | (2,589,552 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on 15 December 2025 and were signed on its behalf by: |
| N S C Lee - Director |
| LOGICMONITOR UK LIMITED (REGISTERED NUMBER: 09822653) |
| COMPANY STATEMENT OF FINANCIAL POSITION |
| 30 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 8 |
| Tangible assets | 9 |
| Investments | 10 |
| CURRENT ASSETS |
| Debtors: amounts falling due within one year | 11 |
| Debtors: amounts falling due after more than one year |
11 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 12 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
( |
) |
| PROVISIONS FOR LIABILITIES | 14 |
| CAPITAL AND RESERVES |
| Called up share capital | 15 |
| Other reserves | 16 |
| Retained earnings | 16 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
| (9,659,519 | ) | (10,710,914 | ) |
| Company's profit for the financial year | 960,967 | 1,507,868 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| LOGICMONITOR UK LIMITED (REGISTERED NUMBER: 09822653) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 30 DECEMBER 2024 |
| Called up |
| share | Retained | Revaluation | Other | Total |
| capital | earnings | reserve | reserves | equity |
| £ | £ | £ | £ | £ |
| Balance at 31 December 2022 | 1 | (5,259,516 | ) | - | - | (5,259,515 | ) |
| Changes in equity |
| Total comprehensive income | - | 2,652,616 | - | - | 2,652,616 |
| Balance at 30 December 2023 | 1 | (2,606,900 | ) | - | - | (2,606,899 | ) |
| Changes in equity |
| Total comprehensive income | - | (6,710,513 | ) | 1,179,624 | 103,065 | (5,427,824 | ) |
| Balance at 30 December 2024 | 1 | (9,317,413 | ) | 1,179,624 | 103,065 | (8,034,723 | ) |
| LOGICMONITOR UK LIMITED (REGISTERED NUMBER: 09822653) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 30 DECEMBER 2024 |
| Called up |
| share | Retained | Other | Total |
| capital | earnings | reserves | equity |
| £ | £ | £ | £ |
| Balance at 31 December 2022 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 30 December 2023 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 30 December 2024 | ( |
) | ( |
) |
| LOGICMONITOR UK LIMITED (REGISTERED NUMBER: 09822653) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Logicmonitor UK Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| All amounts have been rounded to the nearest £1 pound sterling, unless otherwise stated. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The Group's functional and presentational currency is GBP, rounded to the nearest £1. |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| The group has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
| • | the requirements of Section 7 Statement of Cash Flows; |
| • | the requirement of paragraph 3.17(d); |
| • | the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
| • | the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A; |
| • | the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23; |
| • | the requirement of paragraph 33.7; |
| • | the requirements of paragraph 24(b) of IFRS 6. |
| Basis of consolidation |
| The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. |
| The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. |
| For the year ended 30 December 2023 the subsidiary company, Dexda Limited, was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies. |
| In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2015. |
| LOGICMONITOR UK LIMITED (REGISTERED NUMBER: 09822653) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Revenue |
| The Company's revenue is recognised based upon a gross-up of the expenditure incurred in providing sales and marketing services to its parent company, LogicMonitor, Inc - this is invoiced on a monthly basis and the recognition conditions are described below. |
| Rendering of services |
| Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: |
| - the amount of revenue can be measured reliably; |
| - it is probable that the Group will receive the consideration due under the contract; |
| - the stage of completion of the contract at the end of the reporting period can be measured reliably; and |
| - the costs incurred and the costs to complete the contract can be measured reliably. |
| Goodwill |
| Goodwill represents the difference between the amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life. An impairment assessment is carried out at each reporting date to assess the carrying amount against the recoverable amount, with any impairment losses being recognised in the statement of comprehensive income for the reporting period. |
| 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. |
| Patents and licences have been fully amortised in the current year. |
| Development costs are being amortised evenly over their estimated useful life of five years. |
| Tangible fixed assets |
| Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. |
| Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. |
| Depreciation is provided on the following basis: |
| Office equipment 5 years |
| Computer equipment 3 years |
| The assets' residual values, useful lives and depreciation methods are reviewed and adjusted prospectively if appropriate or if there is an indication of a significant change since the last reporting date. |
| Gains and losses on disposals are determined by comparing the proceeds with the carrying amounts and are recognised in the profit or loss. |
| Financial instruments |
| The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. |
| Basic financial assets and liabilities that are payable or receivable within one year, typically trade payables and receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. |
| LOGICMONITOR UK LIMITED (REGISTERED NUMBER: 09822653) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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 statement of financial position date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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. |
| 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. |
| At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. |
| On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income. |
| 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 group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| Debtors |
| Short term debtors are measured at transaction price, less any impairment. |
| Creditors |
| Short term creditors are measured at transaction price. |
| Cash |
| Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. |
| LOGICMONITOR UK LIMITED (REGISTERED NUMBER: 09822653) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Going concern |
| At the balance sheet date, the current liabilities of the Company exceeded its current assets by £9,516,845 (2023: £10,898,584), and overall the Company had net liabilities of £9,411,926 (2023: net liabilities of £10,728,261). The current liabilities of the Group exceeded its current assets by £9,453,868 (2023: £4,343,752), but overall, the Group had net liabilities of £9,152,157 (2023: net liabilities of £2,606,900). |
| However, the company is effectively a branch of LogicMonitor, Inc., with all operating costs attracting a mark-up percentage which is paid by LogicMonitor, Inc. |
| LogicMonitor, Inc. has confirmed that it will continue to support LogicMonitor UK Limited, and its subsidiaries, for a period of at least 12 months from the date of this report. The financial statements have therefore been prepared on a going concern basis which assumes that the Company will continue in operational existence for the foreseeable future and which relies on the continued support of the parent undertaking. |
| Share based compensation |
| The Topco (Gaucho) issues non-qualified stock options (NSO) to employees. These employees can be situated overseas and are in employment with the group entities. |
| The scheme is known as 2018 Non-Qualified unit option plan. |
| Gaucho used to book the share based expense with a corresponding reserve entry depending upon the vesting conditions. Upon exercise, it releases the reserves and book share capital. |
| Gaucho has the following stock option position for options issued to UK based employees (LMUK) for the year (FY24) and the comparative period: |
| Particulars | No. of share options (2024) | No. of share options (2023) |
| O/s at the beginning | 45,000 | 167,996 |
| Granted | 45,000 |
| Exercised | (167,996) |
| Forfeited |
| O/s at the end | 45,000 |
| LMUK's implications: |
| 1. Upon grant of these options, there is no implication for LMUK. |
| 2. Upon exercise of these options by the UK based employees, LMUK attracts tax deduction and withholding liability. These are explained below. |
| LMUK is eligible for deduction under Part 12 CTA 2009 upon exercise of these options as these shares are acquired in the consortium group. The deduction is allowed for the total spread, i.e. difference between strike price and fair market value (FMV) of the options exercised. |
| However, LMUK shall withhold tax on the total spread and accrues the same during the exercise period. |
| 3. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| £ | £ |
| Wages and salaries | 12,425,854 | 13,829,091 |
| Social security costs | 1,553,941 | 2,339,411 |
| Other pension costs | 537,091 | 445,764 |
| 14,516,886 | 16,614,266 |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| Support staff |
| The average number of employees by undertakings that were proportionately consolidated during the year was 3 (2023 - 6 ) . |
| LOGICMONITOR UK LIMITED (REGISTERED NUMBER: 09822653) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 DECEMBER 2024 |
| 3. | EMPLOYEES AND DIRECTORS - continued |
| 2024 | 2023 |
| £ | £ |
| Directors' remuneration | - | - |
| 4. | OPERATING (LOSS)/PROFIT |
| The operating loss (2023 - operating profit) is stated after charging/(crediting): |
| 2024 | 2023 |
| £ | £ |
| Other operating leases | 787,789 | 1,251,172 |
| Depreciation - owned assets | 132,873 | 108,538 |
| Loss on disposal of fixed assets | - | 31,449 |
| Goodwill amortisation | - | 1,645,098 |
| Patents and licences amortisation | - | (859,708 | ) |
| Development costs amortisation | - | 1,575,560 |
| Auditors' remuneration | 34,883 | 24,650 |
| Foreign exchange differences | 46,043 | 56,670 |
| 5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| £ | £ |
| Interest payable on CT | 5,805 | - |
| 6. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the loss for the year was as follows: |
| 2024 | 2023 |
| £ | £ |
| Current tax: |
| UK corporation tax | 539,834 | 387,702 |
| Adjustments in respect of |
| prior periods | (42,005 | ) | (10,385 | ) |
| Total current tax | 497,829 | 377,317 |
| Deferred tax | (12,637 | ) | (32,438 | ) |
| Tax on (loss)/profit | 485,192 | 344,879 |
| LOGICMONITOR UK LIMITED (REGISTERED NUMBER: 09822653) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 DECEMBER 2024 |
| 6. | TAXATION - continued |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2024 | 2023 |
| £ | £ |
| (Loss)/profit before tax | (6,225,321 | ) | 2,997,495 |
| (Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 25 %) |
(1,556,330 |
) |
749,374 |
| Effects of: |
| Expenses not deductible for tax purposes | 161,496 | (72,226 | ) |
| Adjustments to tax charge in respect of previous periods | (42,005 | ) | (10,385 | ) |
| Fixed Asset Differences | 5,510 | - |
| for changes in tax rates |
| recognised |
| Profit in relation to overseas subsidiaries | 1,917,870 | (330,856 | ) |
| US withholding tax | - | 8,972 |
| Other differences | (1,349 | ) | - |
| Total tax charge | 485,192 | 344,879 |
| 7. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
| 8. | INTANGIBLE FIXED ASSETS |
| Group |
| Development |
| Goodwill | costs | Totals |
| £ | £ | £ |
| Cost |
| At 31 December 2023 |
| and 30 December 2024 | 6,125,205 | 7,878,042 | 14,003,247 |
| Amortisation |
| At 31 December 2023 |
| and 30 December 2024 | 6,125,205 | 6,302,240 | 12,427,445 |
| Net book value |
| At 30 December 2024 | - | 1,575,802 | 1,575,802 |
| At 30 December 2023 | - | 1,575,802 | 1,575,802 |
| LOGICMONITOR UK LIMITED (REGISTERED NUMBER: 09822653) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 DECEMBER 2024 |
| 9. | TANGIBLE FIXED ASSETS |
| Group |
| Fixtures |
| and | Office |
| fittings | equipment | Totals |
| £ | £ | £ |
| Cost |
| At 31 December 2023 | 114,069 | 373,161 | 487,230 |
| Additions | 1,396 | 66,073 | 67,469 |
| At 30 December 2024 | 115,465 | 439,234 | 554,699 |
| Depreciation |
| At 31 December 2023 | 27,602 | 281,230 | 308,832 |
| Charge for year | 51,433 | 81,440 | 132,873 |
| At 30 December 2024 | 79,035 | 362,670 | 441,705 |
| Net book value |
| At 30 December 2024 | 36,430 | 76,564 | 112,994 |
| At 30 December 2023 | 86,467 | 91,931 | 178,398 |
| Company |
| Fixtures |
| and | Office |
| fittings | equipment | Totals |
| £ | £ | £ |
| Cost |
| At 31 December 2023 |
| Additions |
| At 30 December 2024 |
| Depreciation |
| At 31 December 2023 |
| Charge for year |
| At 30 December 2024 |
| Net book value |
| At 30 December 2024 |
| At 30 December 2023 |
| LOGICMONITOR UK LIMITED (REGISTERED NUMBER: 09822653) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 DECEMBER 2024 |
| 10. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| Cost |
| At 31 December 2023 |
| Impairments | ( |
) |
| At 30 December 2024 |
| Net book value |
| At 30 December 2024 |
| At 30 December 2023 |
| The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
| Subsidiaries |
| Dexda Limited |
| Registered office: 30 Stamford Street, London, United Kingdom, SE1 9LQ |
| Nature of business: |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| LogicMonitor AB (Sweden) |
| Registered office: Ynglingagatan 14, 113 47 Stockholm |
| Nature of business: |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| Dexda Limited was acquired on 4 June 2021, and was a subsidiary undertaking of the Company at the year-end; LogicMonitor AB (Sweden) was acquired on 2 January 2020 and was also a subsidiary undertaking of the Company at year-end. |
| 11. | DEBTORS |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Amounts falling due within one year: |
| Other debtors | 789,789 | 366,680 |
| VAT | 102,599 | 76,272 |
| Prepayments and accrued income | 343,795 | 3,452,195 |
| 1,236,183 | 3,895,147 |
| Amounts falling due after more than one | year: |
| Other debtors | 158,077 | 237,115 |
| Aggregate amounts | 1,394,260 | 4,132,262 |
| LOGICMONITOR UK LIMITED (REGISTERED NUMBER: 09822653) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 DECEMBER 2024 |
| 12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Trade creditors | 381,440 | 118,099 |
| Amounts owed to group undertakings | 8,708,430 | 8,717,418 |
| Corporation tax | 259,736 | 146,917 |
| Social security and other taxes | 898,162 | 2,692,964 |
| Other creditors | 14,649 | 5,956 |
| Pension costs | 57,918 | 50,728 | 57,918 | 50,728 |
| Accruals and deferred income | 1,491,808 | 965,613 |
| 11,812,143 | 12,697,695 |
| 13. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Non-cancellable |
| operating leases |
| 2024 | 2023 |
| £ | £ |
| Within one year | 459,566 | 808,016 |
| Between one and five years | - | 459,566 |
| 459,566 | 1,267,582 |
| Company |
| Non-cancellable |
| operating leases |
| 2024 | 2023 |
| £ | £ |
| Within one year |
| Between one and five years |
| 14. | PROVISIONS FOR LIABILITIES |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Deferred tax | 4,710 | 17,347 | 4,710 | 17,347 |
| Group |
| Deferred |
| tax |
| £ |
| Balance at 31 December 2023 | 17,347 |
| Released during the year | (12,637 | ) |
| Balance at 30 December 2024 | 4,710 |
| LOGICMONITOR UK LIMITED (REGISTERED NUMBER: 09822653) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 DECEMBER 2024 |
| 14. | PROVISIONS FOR LIABILITIES - continued |
| Company |
| Deferred |
| tax |
| £ |
| Balance at 31 December 2023 |
| Provided during year | ( |
) |
| Balance at 30 December 2024 |
| 15. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary shares attracting |
| voting and dividend rights. | £0.01 | 1 | 1 |
| 16. | RESERVES |
| Group |
| Retained | Revaluation | Other |
| earnings | reserve | reserves | Totals |
| £ | £ | £ | £ |
| At 31 December 2023 | (2,606,900 | ) | - | - | (2,606,900 | ) |
| Deficit for the year | (6,710,513 | ) | (6,710,513 | ) |
| Stock based compensation | - | 1,179,624 | 103,065 | 1,282,689 |
| At 30 December 2024 | (9,317,413 | ) | 1,179,624 | 103,065 | (8,034,724 | ) |
| Company |
| Retained | Other |
| earnings | reserves | Totals |
| £ | £ | £ |
| At 31 December 2023 | ( |
) | (10,728,262 | ) |
| Profit for the year |
| Stock based compensation | - | 103,065 | 103,065 |
| At 30 December 2024 | ( |
) | (9,664,230 | ) |
| 17. | PENSION COMMITMENTS |
| The company operates a defined contribution pension scheme for employees. The pension cost charge represents contributions payable by the Company to the fund and amounted to £537,091 (2023: £445,763). At the year-end there were contributions outstanding amounting to £57,918 (2023: £50,728). |
| 18. | POST BALANCE SHEET EVENTS |
| The directors have confirmed their intention remains to close the subsidiary based in Sweden. The original plan was for this to be complete by 31 December 2024 and although this has not been completed, the expectation remains that the entity will be fully closed by 31 December 2025 and therefore the impairment should remain in place. |
| LOGICMONITOR UK LIMITED (REGISTERED NUMBER: 09822653) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 DECEMBER 2024 |
| 19. | ULTIMATE CONTROLLING PARTY |
| The company's immediate parent company is LogicMonitor, Inc. |
| LogicMonitor, Inc. is a wholly owned subsidiary of Gaucho Intermediate, Inc. incorporated in USA, whose principal place of business is 1209 Orange Street, Wilmington, DE 19801. |
| The ultimate parent company of the group is Gaucho Topco, LLC. incorporated in USA, whose principal place of business is 1209 Orange Street, Wilmington, DE 19801. |
| Gaucho Topco, LLC. is the smallest and largest group to consolidate these financial statements. The consolidated financial statements of Gaucho Topco, LLC. are available at the above address. |