Company registration number 06940543 (England and Wales)
LOGIFUTURE (UK) LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
LOGIFUTURE (UK) LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
LOGIFUTURE (UK) LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
5
17,829
22,301
Current assets
Debtors
6
714,238
682,836
Cash at bank and in hand
330,041
478,370
1,044,279
1,161,206
Creditors: amounts falling due within one year
7
(155,764)
(263,423)
Net current assets
888,515
897,783
Net assets
906,344
920,084
Capital and reserves
Called up share capital
100
100
Other reserves
622,488
622,488
Profit and loss reserves
283,756
297,496
Total equity
906,344
920,084

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

The director of the company has elected not to include a copy of the profit and loss account within the financial statements. true

The financial statements were approved and signed by the director and authorised for issue on 2 June 2026
Mr V E Rocco
Director
Company registration number 06940543 (England and Wales)
LOGIFUTURE (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Share capital
Capital contribution reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
100
-
243,162
243,262
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
235,962
235,962
Dividends
-
-
(181,628)
(181,628)
Transfers to capital contribution
-
622,488
-
0
622,488
Balance at 31 December 2024
100
622,488
297,496
920,084
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
283,756
283,756
Dividends
-
-
(297,496)
(297,496)
Balance at 31 December 2025
100
622,488
283,756
906,344
LOGIFUTURE (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
1
Accounting policies
Company information

Logifuture (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 71-75 Shelton Street, London, WC2H 9JQ.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

Subsequent to the year end, the company transferred its trade, assets and liabilities to Logifuture Tech Limited as part of a group reorganisation. Following this transfer, the directors intend that the company will enter liquidation. true

Accordingly, the director does not consider it appropriate to prepare the financial statements on a going concern basis. These financial statements have therefore been prepared on a basis other than going concern.

Under this basis, assets are stated at their estimated recoverable amounts and liabilities are stated at the amounts expected to be settled.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. Turnover arising from related parties are determined by recharging the related costs at mark-up.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recover able.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

LOGIFUTURE (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -

Amortisation 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:

Software
25% Straight line basis
1.5
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:

Fixtures and fittings
25% Straight line basis
Computer equipment
25% 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.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
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.

LOGIFUTURE (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
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.

1.11
Retirement benefits

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

LOGIFUTURE (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 6 -
1.12
Leases
As lessee

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

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

1.13
Foreign exchange

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

2
Judgements and key sources of estimation uncertainty

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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of intercompany debtors

Group debtor balances are reviewed regularly by the directors for any evidence of impairment. The review will consider numerous factors including the underlying net assets, projected earnings, and likely future cash inflows of the respective entities. Where it is considered that the recoverable amount is lower than the carrying value, any impairment is recognised in the statement of comprehensive income.

3
Employees

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

2025
2024
Number
Number
Total
23
31
LOGIFUTURE (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
4
Intangible fixed assets
Software
£
Cost
At 1 January 2025 and 31 December 2025
383,056
Amortisation and impairment
At 1 January 2025 and 31 December 2025
383,056
Carrying amount
At 31 December 2025
-
0
At 31 December 2024
-
0
5
Tangible fixed assets
Fixtures and fittings
Computer equipment
Total
£
£
£
Cost
At 1 January 2025
-
0
48,347
48,347
Additions
4,569
2,332
6,901
At 31 December 2025
4,569
50,679
55,248
Depreciation and impairment
At 1 January 2025
-
0
26,046
26,046
Depreciation charged in the year
-
0
11,373
11,373
At 31 December 2025
-
0
37,419
37,419
Carrying amount
At 31 December 2025
4,569
13,260
17,829
At 31 December 2024
-
0
22,301
22,301
6
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
-
0
26,800
Amounts owed by group undertakings
706,357
626,427
Other debtors
7,881
29,609
714,238
682,836
LOGIFUTURE (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
7
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
3,185
5,815
Amounts owed to group undertakings
86,084
40,500
Taxation and social security
40,377
69,850
Other creditors
26,118
147,258
155,764
263,423
8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 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.

Emphasis of matter - Financial statements prepared on basis other than going concern

We draw attention to note 1.2 of the financial statements, which describes the basis of preparation. As described in Note 1.2, the company intends to transfer its assets and liabilities post year end to a fellow group undertaking and subsequently enter liquidation. Therefore the company does not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepare on a basis other than going concern. Our opinion is not modified in respect of this matter.

Senior Statutory Auditor:
David Forinton
Statutory Auditor:
Kirk Rice LLP
Date of audit report:
5 June 2026
9
Events after the reporting date

Subsequent to the reporting date, the company has entered into an agreement to transfer all of its assets and liabilities to Logifuture Tech Limited. The transaction took place on 1 January 2026.

As this event occurred after the reporting date and does not relate to conditions existing at that date, no adjustments have been made to the financial statements.

LOGIFUTURE (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
10
Parent company and ultimate controlling party

The Company's immediate parent is Logifuture Holding Ltd incorporated in Malta and registered at GB Buildings - Watar Street, Ta' Xbiex XBX 1301, Malta. This is the smallest group in which the results of Logifuture (UK) Limited are consolidated.

The ultimate parent company is GB Invest Holding AG, a company incorporated in Austria with registered address at Eduard Bodem Gasse 8, Innsbruck 6020, Austria.

During the year to 31 December 2025, the director considers that the ultimate controlling party to be Stefano Nesti.

11
Related party transactions

The company has taken advantage of the exemption conferred by FRS 102 and not disclosed transactions and balances with wholly owned members of the group.

12
Dividends

During the year, the company paid a dividend of £297,496 (2024: £181,628) to its immediate parent company, Logifuture Holding Limited which holds 100% of the company's issued share capital. This transaction was conducted in the normal course of business.

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