Chameleon Technology (UK) Limited

Registered number

07388340

Report and Financial Statements

31 December 2024

Chameleon Technology (UK) Limited
Report and accounts
Contents




Page

Company information	1
Directors' report	2
Statement of directors' responsibilities	4
Strategic report	5
Independent auditor's report	7
Income statement	11
Statement of financial position	12
Statement of changes in equity	13
Statement of cash flows	14
Notes to the financial statements	15

Chameleon Technology (UK) Limited

Company Information

Directors

Carmen Carey (appointed 19 June 2025)

Alistair Brown (appointed 19 June 2025)

Auditors

Counting North

Salvus House

Aykley Heads

Durham City

Durham

DH1 5TS

Registered office

1st Floor, Central House

Otley Road

Beckwith Knowle

Harrogate

HG3 1UF

Registered number

07388340

Chameleon Technology (UK) Limited
Registered number:		07388340
Directors' Report

The directors present their report and financial statements for the year ended 31 December 2024.

Going concern
The directors have a reasonable expectation that the Company has adequate resources to achieve its financial objectives over the foreseeable future and therefore continue to adopt the going concern basis in preparing the annual financial statements. Further details regarding the adoption of the going concern basis can be found in the statement of accounting policies in the financial statements which sets out the basis for the going concern assessment.

Research and development
We continue to invest and develop our core IHD and CAD business divisions as well as the cloud-based services which have both seen significant growth and interest from across the UK and wider global market places.

Dividends
The directors do not recommend the payment of a final dividend.

Directors
The following persons served as directors during the year:

	Michael Woodhall (resigned 26 June 2024)
	Wendi Higgins (resigned 31 July 2025)

Political donations
The company made no political donations or incurred any political expenditure during the year.

Disclosure of information to auditors

Each person who was a director at the time this report was approved confirms that:
●	so far as he is aware, there is no relevant audit information of which the company's auditor is unaware; and
●	he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information.


Auditors
The auditors, Counting North, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Other information
An indication of likely future developments in the business and particulars of significant events which have occurred since the end of the financial year have been included in the Strategic Report. Certain matters that are required to be disclosed in the Directors' Report under Schedule 7 of the Companies Act 2006 have instead been disclosed in the Strategic Report, as permitted by s414C(11) of the Companies Act 2006.

This report was approved by the board on 22 December 2025 and signed on its behalf.



Carmen Carey
Director

Chameleon Technology (UK) Limited
Statement of Directors' Responsibilities

The directors are responsible for preparing the report and 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 (Financial Reporting Standard 102 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 estimates that are reasonable and prudent;
●	state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
●	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.

Chameleon Technology (UK) Limited
Strategic Report

Introduction
The directors present their strategic report for Chameleon Technology UK Limited for the 12 months ending 31 December 2024.

Business operations and principal activity
Chameleon Technology is a smart technology solutions provider that designs, develops and delivers a full portfolio of value propositions, from smart devices to data services, that transform global energy and environmental data into actionable insights. The principal activities of the business are designing, developing and delivering its core offerings to multiple market sectors, including:

• Innovative Hardware – class-leading devices including In-Home Displays (IHD), Consumer Access Devices (CAD) and “Gateway” devices that prolong the lifespan and expand the value of existing AMR and SMETs2 devices, designed for multiple environments and used to capture, display and transfer real-time energy and environmental data giving businesses and consumers actionable insight into their energy and environmental data
• Chameleon Intelligence Platform – enabling actionable insights by adding value and analysis to raw data through innovative sector-specific data solutions
• Control Centre – a platform for enterprises and consumers to gain a better understanding of usage, patterns and demand to enable informed decision making and actions
• Consumer Apps – enabling consumers to take control of their energy usage and service providers to deliver a differentiated value-added service
• Market Expertise – including sources of disaggregated anonymised data, giving unparalleled understanding of the UK market

Review of the business and future developments
The utilities ecosystem is evolving in several key areas, including greater dependency in meaningful, actionable data, the requirement to support consumers to use less energy by encouraging low carbon technology installation and provide safe dwellings, e.g., safe from damp and mould, and shifting usage away from peak periods by introducing dynamic tariffs. These market shifts align with the continued success of Chameleon’s core IHD line of business penetration and growth (net new and replacement devices) and its expanded product portfolio enabling new types of devices to serve the expanding market beyond utility providers to meter asset providers, social housing providers, IoT and other manufacturers and the research and education sectors. The company is in a strong position to support and capitalise on these opportunities for growth.

Summary of key performance indicators ('KPIs')
The primary KPIs for the business are revenue, gross profit and EBITDA, which are reported monthly to the executive team and investors and quarterly to the board of directors and are forecast through the end of the reporting year. The board understands the delayed introduction of the planned new products to market impacted the progress on the Company’s core KPIs in fiscal year 2024 and have aligned with the leadership team on the strategic and operational plans to redress performance in fiscal year 2025.

The fiscal year 2024 KPI's are as follows:
		2024
£

Revenue		19,014,163
Gross Profit		4,736,417
EBITDA		(971,421)
Adjusted EBITDA		368,796

Principal risks and uncertainties
The directors consider the key risks to the business to be as outlined below. In each case, the business has processes in place to identify, evaluate and manage exposure to the business.

Key financial risks are considered to be:

• Credit risk: Credit risk refers to the possibility that a counterparty will default on its contractual obligations resulting in a loss to the company. The company has adopted a policy of only dealing with credit-worthy counterparties as a means of mitigating the risk of financial loss from defaults.

• Forex risk: The Company maintains a well-established hedging strategy designed to protect downside risk along with the forex adjustment corridor mechanism implemented in most of our customer supply contracts. Together these methods mitigate the impact of foreign exchange fluctuations during the year.

• Liquidity risk: To maintain liquidity and ensure sufficient funds are available for ongoing operations and future developments, liquidity is managed through detailed cash flow forecast analysis and mitigation, invoicing discounting to accelerate receivables, tight adherence to the company’s treasury policy and proactive supplier management.

• Product liability risk: Product production risk is offset in contracts with suppliers, who are long-standing and proven service providers to the business, and the company strictly adheres to robust quality control and extensive testing measures throughout the product manufacturing lifecycle. Finally, insurance coverage is in place to provide an additional layer of protection.

This report was approved by the board on 22 December 2025 and signed on its behalf.



Carmen Carey
Director

Chameleon Technology (UK) Limited
Independent auditor's report
to the members of Chameleon Technology (UK) Limited

Opinion

We have audited the financial statements of Chameleon Technology (UK) Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including 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 the 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 December 2024 and of its loss for the year then ended;
●	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;
●	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 Auditor’s 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
We are responsible for concluding on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's and its parent conpany's ability to continue as a going concern. If we conclude that that a material uncertainty exists we are required to draw attention to the related disclosures in the financial statements, or if such disclosures are inadequate, to modify the auditors' opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company or its parent company to cease to continue as a going concern.
In our evaluation of the director's conclusions, we considered the adequacy of the disclosures included within both the directors report and in note 1 of the accounting policies setting out the basis on which the directors consider that the company is a 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 other information comprises the information included in the annual report other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
●	the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

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 directors’ report.
We have nothing to report in respect of the following matters in relation to which 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 directors’ responsibilities statement, 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 is 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.

Auditor’s 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 an auditor’s report 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material mistatement in respect of irregularities, including fraud and non-compliance with laws and regulations we considered the following:
●	the nature of the industry and sector, control environment and business performance.
●	management's own assessment of the risks that irregularities may occur either as result of fraud or error.
●	results of our enquiries of management about their own identification and assessment of the risks of irregularities.
●	the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the company for fraud.
In common with all audits under ISA's (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that:
●	have a direct effect on the determination of material amounts and disclosures in the financial statements.
●	do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.
Audit response to risks identified
As a result of performing the above procedures, we identified the key matters related to the potential risk of fraud. Our procedures to respond to the risks identified included the following:
●	reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements.
●	enquiring of management concerning actual and potential litigation and claims.
●	challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements.
●	performing substantive procedures to verify the validity of transactions included in the financial statements.
●	performing anaytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
●	in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments, assessing whether judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Through these procedures, we did not become aware of any material misstatement or any actual or suspected non-compliance with laws and regulations impacting on the company. We planned and performed our audit in accordance with auditing standards but owing to the inherent limitations of procedures required in these areas, there is an unavoidable risk that we may not have detected a material misstatement in the financial statements. The more removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of any non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve concealment, collusion, forgery, misrepresentations, or override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities for the audit of the financial statements is available on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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 an auditor's report 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.





Gerald Henderson FCA FCCA
(Senior Statutory Auditor)		Salvus House
for and on behalf of		Aykley Heads
Counting North		Durham City
Statutory Auditor		Durham
22 December 2025		DH1 5TS

Chameleon Technology (UK) Limited
Income Statement
for the year ended 31 December 2024


Notes		2024		2023
£			£

Turnover	3	19,014,163		25,279,851

Cost of sales		(14,277,746)		(19,758,974)

Gross profit		4,736,417		5,520,877

Administrative expenses		(5,724,209)		(7,310,936)
Other operating income		266,490		-

Operating loss	4	(721,302)		(1,790,059)

Exceptional items	5	(429,341)		-
Fair value gains and losses on foreign exchange contracts		46,764		(106,696)
Impairment of group investments	6	(1,386,981)		(878,100)
Interest receivable		569		1,017
Interest payable	9	(153,805)		(191,298)

Loss on ordinary activities before taxation		(2,644,096)		(2,965,136)

Tax on loss on ordinary activities	10	320,403		364,104

Loss for the financial year		(2,323,693)		(2,601,032)

Chameleon Technology (UK) Limited
Statement of Financial Position
as at 31 December 2024

Notes			2024			2023
£				£
Fixed assets
Intangible assets	11		6,921,017			6,565,497
Tangible assets	12		589,027			873,174
Investments	13		607			500,541
			7,510,651			7,939,212

Current assets
Stocks	14	1,252,141			3,060,997
Debtors	15	2,317,152			6,247,219
Cash at bank and in hand		1,094,076			49,646
		4,663,369			9,357,862

Creditors: amounts falling due within one year	16	(6,223,222)			(8,944,697)

Net current (liabilities)/assets			(1,559,853)			413,165

Total assets less current liabilities			5,950,798			8,352,377

Creditors: amounts falling due after more than one year	17		-			(7,289)

Provisions for liabilities
Deferred taxation	20		(1,016,982)			(1,087,579)

Net assets			4,933,816			7,257,509

Capital and reserves
Called up share capital	21		177			177
Share premium	22		1,256,788			1,256,788
Profit and loss account	23		3,676,851			6,000,544

Total equity			4,933,816			7,257,509




Carmen Carey
Director
Approved by the board on 22 December 2025

Chameleon Technology (UK) Limited
Statement of Changes in Equity
for the year ended 31 December 2024

Share		Share		Other		Profit		Total
capital		premium		reserves		and loss
account
£		£		£		£		£

At 1 January 2023	177		1,256,788		-		8,601,576		9,858,541

Loss for the financial year							(2,601,032)		(2,601,032)

At 31 December 2023	177		1,256,788		-		6,000,544		7,257,509



At 1 January 2024	177		1,256,788		-		6,000,544		7,257,509

Loss for the financial year							(2,323,693)		(2,323,693)

At 31 December 2024	177		1,256,788		-		3,676,851		4,933,816

Chameleon Technology (UK) Limited
Statement of Cash Flows
for the year ended 31 December 2024

Notes	2024		2023
£		£
Operating activities
Loss for the financial year	(2,323,693)		(2,601,032)

Adjustments for:
Fair value gains and losses on foreign exchange contracts	(46,764)		106,696
Impairment of group investments	1,386,981		878,100
Interest receivable	(569)		(1,017)
Interest payable	153,805		191,298
Tax on loss on ordinary activities	(320,403)		(364,104)
Depreciation	291,834		262,298
Loss on sale of fixed assets	-		76,513
Amortisation of goodwill	1,227,604		1,432,004
Decrease in stocks	1,808,856		3,474,235
Decrease in debtors	3,055,451		1,711,180
Decrease in creditors	(101,819)		(2,937,307)
	5,131,283		2,228,864

Interest received	569		1,017
Interest paid	(153,805)		(191,298)
Corporation tax paid	249,806		194,267

Cash generated by operating activities	5,227,853		2,232,850

Investing activities
Payments to acquire intangible fixed assets	(1,583,124)		(986,637)
Payments to acquire tangible fixed assets	(7,687)		(321,380)
Proceeds from sale of investments	(106,782)		-

Cash used in investing activities	(1,697,593)		(1,308,017)

Financing activities
Repayment of loans	(2,477,077)		(1,227,875)
Capital element of finance lease payments	(8,753)		(8,782)

Cash used in financing activities	(2,485,830)		(1,236,657)

Net cash generated/(used)
Cash generated by operating activities	5,227,853		2,232,850
Cash used in investing activities	(1,697,593)		(1,308,017)
Cash used in financing activities	(2,485,830)		(1,236,657)

Net cash generated/(used)	1,044,430		(311,824)

Cash and cash equivalents at 1 January	49,646		361,470
Cash and cash equivalents at 31 December	1,094,076		49,646

Cash and cash equivalents comprise:
Cash at bank	1,094,076		49,646

Chameleon Technology (UK) Limited
Notes to the Accounts
for the year ended 31 December 2024

1	Summary of significant accounting policies

	Company information
	Chameleon Technology (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1st Floor, Central House, Otley Road, Beckwith Knowle, Harrogate, HG3 1UF. The registered number is 07388340.

	Statement of compliance and basis of preparation
	The financial statements have been prepared in accordance with FRS 102, "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the requirements of the Companies Act 2006. 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. The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements therefore present information about the company as an individual entity and not about the group. The financial statements of the company are consolidated in the finacial statements of Chameleon Technology Holdings Limited. These consodlidated financial statements are available from its registered office 1st Floor, Central House, Otley Road, Beckwith Knowle, Harrogate, HG3 1UF.

	Buiness combinations
	The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

	Going concern
	Despite the underperformance in recent years the Directors have, at the time of approving the financial statements, a reasonable expectation that the company has access to adequate resources to continue to trade to December 2026 and as a consequence have adopted the going concern basis of accounting in preparing these financial statements. Collaborative planning and communications with our customer base coupled with the continued support of the UK government smart meter mandate and the momentum behind the energy transition provide a robust foundation for continued growth in the in home display (IHD) market given the fundamental role IHDs play in enabling consumers to optimise their energy consumption. Additionally, the Company’s development of new smart devices and technology-enabled services has already generated significant interest and commercial traction with current and new customers in existing and adjacent markets, and we anticipate this to continue to expand throughout 2026. In reaching this conclusion, the Directors have considered funding requirements of the business based on the following execution levers: - The expected timing of the completion of new customer contracts; - The expected delivery of IHDs to existing and newly contracted customers; - The market launch and adoption of new smart devices and technology enabled services; - The impact of structural changes implemented across the business during the course of 2025; - The level of headroom available under existing funding lines; and - The continued support of Shard Credit Partners, Chameleon Technology’s primary funder, who continue to support the business, both strategically and financially, so that it can continue to provide its existing and new customers with high quality products and solutions in the UK energy market. On this basis, the Directors considers it appropriate to prepare the financial statements on a going concern basis.

	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. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually at the point of delivery of the goods to the customer), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

	Intangible fixed assets other than goodwill
	Intangible assets are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Intangible assets comprise software costs and development costs. Development cost are internally generated assets relating to the development of new products for which: - the technical feasibility of the product has been established - there is an intention and ability to sell the product - there is a demonstrable market for the product from which future economic benefits are probable - adequate technical, financial and other resources are available to complete the development of the product - the company can reliably identify and measure the costs attributable to development of the product Such assets are defined as having a finite useful life and the costs are amortised over the anticipated product life. Assets under construction are not depreciated until they are brought into use. Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

	Intangible fixed assets other than goodwill (continued)
	Development costs are amortised over the estimated number of units to be supplied over the anticipated life of the product. Software assets are not amortised until they are brought into use.

	Research and development
	Development costs are capitalised within intangible assets where they can be identified with a specific product or project anticipated to produce future benefits. These intangible assets are amortised over an estimated number of units to be supplied over the anticipated life of the completed product or project. Deferred research and development costs are reviewed annually and, where future benefits are deemed to have ceased or to be in doubt, the balance of any related research and development is written off to the profit and loss account.

	Tangible fixed assets

	Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

	Leasehold improvements			over the 10 year lease term
	Plant and machinery			5-8 years straight line basis
	Fixtures, fittings, tools and equipment			4-5 years straight line basis

	Computer equipments			4-5 years straight line basis

	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. Assets under construction are depreciated once they are brought into use.

	Fixed asset investments
	Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

	Stocks
	Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials costs only. At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

	Debtors
	Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.

	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.

	Creditors
	Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.

	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.

	Other financial assets
	Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

	Impairment of financial assets
	Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

	Impairment of financial assets (continued)
	If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

	Derecognition of financial assets
	Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

	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.

	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 paymen ts 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.

	Other financial liabilities
	Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge. Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

	Derecognition of financial liabilities
	Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

	Taxation
	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 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.

	Provisions
	Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably.

	Foreign currency translation
	Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

	Leased assets
	A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases. The rights of use and obligations under finance leases are initially recognised as assets and liabilities at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments. Minimum lease payments are apportioned between the finance charge and the reduction in the outstanding liability using the effective interest rate method. The finance charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability. Leased assets are depreciated in accordance with the company's policy for tangible fixed assets. If there is no reasonable certainty that ownership will be obtained at the end of the lease term, the asset is depreciated over the lower of the lease term and its useful life. Operating lease payments are recognised as an expense on a straight line basis over the lease term.

	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. The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received. Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

	Share based paments
	Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity. Schemes granted before the transition date for FRS102 have taken advantage of the transition exemptions available and no liability is recorded for these options.

	Pensions
	Contributions to defined contribution plans are expensed in the period to which they relate.

2	Critical accounting estimates and judgements

	In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

	Key sources of estimation uncertainty
	The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

	Development cost product life
	Development costs, as detailed in note 11, are amortised over an estimated number of units to be supplied over the anticipated life of the completed project. Due to the technological nature of the product it can be difficult to identify the number of units that can be sold of each product. The directors review the current projected sales for each product at each year end and adjust the amortisation accordingly. The carrying value of unamortised development costs at the period end was £6,921,017 (2023 - £6,565,497).

3	Analysis of turnover					2024		2023
£							£

	Hardware sales					15,655,669		23,918,242
	Data sales					234,477		155,680
	Grant income					3,124,017		1,205,929
						19,014,163		25,279,851

	By geographical market:

	UK					18,944,762		24,888,503
	Europe					69,401		391,348
						19,014,163		25,279,851


4	Operating profit					2024		2023
£							£
	This is stated after charging:

	Depreciation of owned fixed assets					291,834		262,298
	Amortisation of goodwill					1,227,604		1,432,003
	Operating lease rentals - land and buildings					222,743		200,161
	Auditors' remuneration for audit services					18,500		18,500
	Auditors' remuneration for other services					9,500		-
	Key management personnel compensation (including directors' emoluments)					558,221		530,487

5	Exceptional items					2024		2023
£							£

	Financial restructuring costs					429,341		-
						429,341		-

	A strategic review of our operations and positioning was undertaken over the course of 2024 and into 2025. These are one-off activities which are not forecast to recur in future years and as such have been classified as exceptional items.


6	Impairment of group investments					2024		2023
£							£

	Amounts written off group investments					887,047		478,100
	Amounts written off current loans					499,934		400,000

						1,386,981		878,100

	Provision was made for potentially irrecoverable amounts invested into the subsidiary GenGame Ltd.


7	Directors' emoluments					2024		2023
£							£

	Emoluments					293,139		285,046
	Company contributions to defined contribution pension plans					30,482		39,769
						323,621		324,815


	Highest paid director:
	Emoluments					187,455		190,313
	Company contributions to defined contribution pension plans					20,517		33,448
						207,972		223,761


	Number of directors to whom retirement benefits accrued:					2024		2023
Number							Number

	Defined contribution plans					2		2


8	Staff costs					2024		2023
£							£

	Wages and salaries					2,579,300		2,714,554
	Social security costs					297,426		319,099
	Other pension costs					95,835		88,175
						2,972,561		3,121,828


	Average number of employees during the year					Number	Number

	Administration					5		2
	Development					11		8
	Distribution					4		3
	Manufacturing					31		37
	Marketing					3		3
						54		53


9	Interest payable					2024		2023
£							£

	Bank loans and overdrafts					806		-
	Other interest					152,999		191,298
						153,805		191,298

	Other interest relates to interest on invoice discounting facilities and late payment of taxes.

10	Taxation					2024		2023
£							£
	Analysis of charge in period
	Current tax:
	UK corporation tax on profits of the period					(136,257)		(179,835)
	Adjustments in respect of previous periods					(113,549)		-
						(249,806)		(179,835)

	Deferred tax:
	Origination and reversal of timing differences					(70,597)		(184,269)

	Tax on loss on ordinary activities					(320,403)		(364,104)


	Factors affecting tax charge for period
	The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows:

						2024		2023
£							£
	Loss on ordinary activities before tax					(2,644,096)		(2,965,136)

	Standard rate of corporation tax in the UK					25%		25%

£							£
	Profit on ordinary activities multiplied by the standard rate of corporation tax					(661,024)		(741,284)

	Effects of:
	Expenses not deductible and income not taxable in determining taxable profit					271,643		279,819
	Capital allowances for period in excess of depreciation					374,059		349,875
	Utilisation of tax losses and research and development tax relief claims					(120,935)		(68,245)
	Adjustments to tax charge in respect of previous periods					(113,549)		-

	Current tax charge for period					(249,806)		(179,835)
	Deferred tax					(70,597)		(184,269)
	Total tax charge for period					(320,403)		(364,104)


11	Intangible fixed assets							£
	Development costs:

	Cost
	At 1 January 2024							13,560,447
	Additions							1,583,124
	At 31 December 2024							15,143,571

	Amortisation
	At 1 January 2024							6,994,950
	Provided during the year							1,227,604
	At 31 December 2024							8,222,554

	Carrying amount
	At 31 December 2024							6,921,017
	At 31 December 2023							6,565,497


12	Tangible fixed assets
		Land and buildings		Plant and machinery		Fixtures, fittings, tools and equipment		Total
		At cost		At cost		At cost
£			£		£		£
	Cost or valuation
	At 1 January 2024	40,838		1,432,627		438,271		1,911,736
	Additions	-		5,800		1,887		7,687
	At 31 December 2024	40,838		1,438,427		440,158		1,919,423

	Depreciation
	At 1 January 2024	2,667		792,993		242,902		1,038,562
	Charge for the year	4,083		210,446		77,305		291,834
	At 31 December 2024	6,750		1,003,439		320,207		1,330,396

	Carrying amount
	At 31 December 2024	34,088		434,988		119,951		589,027
	At 31 December 2023	38,171		639,634		195,369		873,174



13	Investments
Investments in
subsidiary					Other
undertakings					investments		Total
£					£		£
	Cost
	At 1 January 2024			500,000		541		500,541
	Impairment			(499,934)		-		(499,934)

	At 31 December 2024			66		541		607

	The company holds 20% or more of the share capital of the following companies:


	Company	Shares held				Nature of business
		Class		%
	Chameleon Technology (HK) Ltd	Ordinary		100		Dormant
	Chameleon Smart Energy Pty Ltd	Ordinary		100		Dormant
	Gengame Ltd	Ordinary		100		Software development

	The aggregate capital and reserves and the result for the year for the subsidiaries noted above was as follows:
						Capital and reserves		Loss for the year
	Company	Establishment				Capital and reserves		Loss for the year

	Chameleon Technology (HK) Ltd	Hong Kong				1		-
	Chameleon Smart Energy Pty Ltd	Australia				65		-
	Gengame Ltd	United Kingdom				(1,357,163)		(440,716)

	Chameleon Technology (HK) Ltd is registered at Room 2103, Futura Plaza, 111 How Ming Street, Kwun Tong, Hong Kong. Chameleon Smart Energy Pty Ltd is registered at 12A Rose Street, Birchgrove NSW 2041, Australia. GenGame Ltd is registered at 1st Floor, Central House, Otley Road, Beckwith Knowle, Harrogate, HG3 1UF


14	Stocks					2024		2023
£							£

	Raw materials and consumables					637,352		1,372,815
	Finished goods and goods for resale					614,789		1,688,182
						1,252,141		3,060,997


15	Debtors					2024		2023
£							£

	Trade debtors					776,158		3,350,049
	Amounts owed by group undertakings and undertakings in which the company has a participating interest					-		2,327,071
	Other debtors					715,483		245,901
	Prepayments and accrued income					825,511		324,198
						2,317,152		6,247,219


16	Creditors: amounts falling due within one year					2024		2023
£							£

	Bank and other loans					500		2,477,577
	Obligations under finance lease and hire purchase contracts					7,318		8,782
	Trade creditors					4,645,075		4,778,586
	Amounts owed to group undertakings and undertakings in which the company has a participating interest					45,161		2,126
	Other taxes and social security costs					478,072		881,978
	Derivative financial instruments					36,288		256,658
	Other creditors					201,446		55,050
	Accruals and deferred income					809,362		483,940
						6,223,222		8,944,697

	Other loans includes an invoice factoring agreement which is secured by a fixed and floating charge on the assets of the company. The rate of interest is 2%.


17	Creditors: amounts falling due after one year					2024		2023
£							£

	Obligations under finance lease and hire purchase contracts					-		7,289


18	Obligations under finance leases and hire purchase					2024		2023
	contracts					£	£

	Amounts payable:
	Within one year					7,318		8,782
	Within two to five years					-		7,289
						7,318		16,071

	Assets held under finance leases are secured on the assets to which they relate.


19	Financial instruments					2024		2023
£							£

	Measured at fair value through the profit and loss account
	Forward foreign currency contracts					36,288		256,658

						36,288		256,658

	Forward currency contracts are measured at the prevailing year end exchange rate.


20	Deferred taxation					2024		2023
£							£

	Accelerated capital allowances					60,837		208,751
	Tax losses carried forward					(683,339)		(671,775)
	Other					1,639,484		1,550,603
						1,016,982		1,087,579


						2024		2023
£							£

	At 1 January					1,087,579		1,271,848
	Credited to the profit and loss account					(70,597)		(184,269)

	At 31 December					1,016,982		1,087,579

	The deferred tax liability set out above is expected to reverse within 5 years and relates to accelerated capital allowances, development costs and tax losses that are expected to mature within the same period.


21	Share capital	Nominal		2024		2024		2023
value			Number		£		£
	Allotted, called up and fully paid:
	Ordinary shares	1p		17,748		177		177


22	Share premium					2024		2023
£							£

	At 1 January					1,256,788		1,256,788

	At 31 December					1,256,788		1,256,788


23	Profit and loss account					2024		2023
£							£

	At 1 January					6,000,544		8,601,576
	Loss for the financial year					(2,323,693)		(2,601,032)

	At 31 December					3,676,851		6,000,544


24	Retirement benefit schemes

	The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

						2024		2023
£							£

	Charge to the profit or loss in respect of contributions					95,835		88,175

	Unpaid contributions at the period end					17,937		18,764


25	Other financial commitments

	Total future minimum lease payments under non-cancellable operating leases:

		Land and buildings		Land and buildings	Other		Other
		2024		2023		2024		2023
£			£		£		£
	Falling due:
	within one year	223,617		208,358		39,964		53,603
	within two to five years	753,836		754,556		32,282		73,353
	in over five years	677,495		848,065		-		-
		1,654,948		1,810,979		72,246		126,956


26	Related party transactions

	The company is exempt from disclosing related party transactions with either its immediate parent company or its subsidiaries under FRS102 Section 33 'Related Party Disclosures' as all companies within the group are wholly owned.

	The company has provided cross-guarantees as security on borrowings in its parent company, Chameleon Technology Holdings Ltd.


27	Controlling party

	The company's Parent Company is Chameleon Technology Holdings Limited, 1st Floor, Central House, Otley Road, Harrogate, HG3 1UF.

	In the opinion of the directors there is no ultimate controlling party.