REGISTERED NUMBER: 10899737 (United Kingdom)

Unaudited Financial Statements for the Year Ended 31 August 2025

for

LOGICDIALOG LTD

Page

Balance Sheet

1

Notes to the Financial Statements

3

FIXED ASSETS

Tangible assets

5

281

987

CURRENT ASSETS

Debtors

6

213,086

185,186

Cash at bank

31,221

30,429

244,307

215,615

CREDITORS

Amounts falling due within one year

7

394,569

311,741

NET CURRENT LIABILITIES

(150,262

)

(96,126

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(149,981

)

(95,139

)

CREDITORS

Amounts falling due after more than one year

8

42,573

60,004

NET LIABILITIES

(192,554

)

(155,143

)

CAPITAL AND RESERVES

Called up share capital

10

234

229

Share premium

3,628,706

3,503,772

Retained earnings

(3,821,494

)

(3,659,144

)

SHAREHOLDERS' FUNDS

(192,554

)

(155,143

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 August 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 August 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 18 December 2025 and were signed on its behalf by:

Mr P Shepherd - Director

1.	STATUTORY INFORMATION

Logicdialog Ltd is a private company, limited by shares , registered in United Kingdom. The company's registered number and registered office address are as below:

Registered number:

10899737

Registered office:

Tramshed Tech

Pendyris Street

Cardiff

CF11 6BH

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

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Going concern

The financial statements have been prepared on a going concern basis.

During the year the company continued to undergo substantial research and development activities to bring its Artificial Intelligence platform to market. This has resulted in the company recording a loss of £162,350 (2024: £543,637) for the year ended 31 August 2025. As at that date shareholders funds were a deficit of £192,554 (2024: £155,143).

The company continues to engage in activities to secure additional funding to enable it to carry out further research and development to enhance its product and to build on early promising market penetration.

On the basis that the ongoing fund raising activities are successful, the directors are comfortable that the company will continue as a going concern.

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

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment

-

33% Straight line

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

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

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

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.

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.

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

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.

Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability

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.

Financial Instruments

Classification

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual

provisions of the instrument.

Debt instruments are subsequently measured at amortised cost.

Impairment

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Compound financial instruments

Compound financial instruments issued by the group comprise convertible loan notes that can be converted to share capital at the option of the holder, and the number of shares to be issued dependent on the price per share paid in the latest investment round prior to the conversion date.

As there is no pre determined number of shares that will be converted, the loan note will be recognised as a liability, with no equity component recognised. Any directly attributable transaction costs are allocated to the income statement.

Subsequent to initial recognition, the loan note is measured at amortised cost.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2024 - 6 ) .

5.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1 September 2024

and 31 August 2025

6,594

DEPRECIATION

At 1 September 2024

5,607

Charge for year

706

At 31 August 2025

6,313

NET BOOK VALUE

At 31 August 2025

281

At 31 August 2024

987

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

4,208

46,190

Other debtors

166,196

670

Tax

42,502

138,326

Prepayments

180

-

213,086

185,186

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts (see note 9)

11,013

9,880

Trade creditors

10,258

16,372

Social security and other taxes

164,270

69,039

Other creditors

22,129

51,205

Accruals and deferred income

186,899

165,245

394,569

311,741

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans (see note 9)

42,573

60,004

Amounts falling due in more than five years:

Repayable by instalments

Bank loans more 5 yr by instal

12,171

23,763

9.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due within one year or on demand:

Bank loans

11,013

9,880

Amounts falling due between two and five years:

Bank loans - 2-5 years

30,402

36,241

Amounts falling due in more than five years:

Repayable by instalments

Bank loans more 5 yr by instal

12,171

23,763

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

468,240

Ordinary

0.05p

234

229