Senselogix Limited - Accounts to registrar - small 17.2

REGISTERED NUMBER: 06913645 (England and Wales)

Unaudited Financial Statements For The Year Ended 31 March 2017

for

SENSELOGIX LIMITED

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

4

Directors' Responsibilities Statement

11

Independent Chartered Accountants' Review Report

12

DIRECTORS:

A Katsouris

J P Luke

C Wells

H J Thomas

REGISTERED OFFICE:

480 Chester Road

Manchester

M16 9HE

REGISTERED NUMBER:

06913645 (England and Wales)

ACCOUNTANTS:

Charles & Company

Chartered Accountants

480 Chester Road

Manchester

M16 9HE

FIXED ASSETS

Intangible assets

5

860,916

833,194

Tangible assets

6

24,725

20,871

885,641

854,065

CURRENT ASSETS

Stocks

7

187,270

171,159

Debtors

8

166,802

214,919

Cash at bank

1,927

55,466

355,999

441,544

CREDITORS

Amounts falling due within one year

9

369,738

154,917

NET CURRENT (LIABILITIES)/ASSETS

(13,739

)

286,627

TOTAL ASSETS LESS CURRENT LIABILITIES

871,902

1,140,692

CREDITORS

Amounts falling due after more than one year

10

9,559

-

NET ASSETS

862,343

1,140,692

CAPITAL AND RESERVES

Called up share capital

12

72,399

72,399

Share premium

13

3,034,679

3,034,679

Retained earnings

13

(2,244,735

)

(1,966,386

)

SHAREHOLDERS' FUNDS

862,343

1,140,692

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2017.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2017 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 of Part 15 of the Companies Act 2006 relating to small companies.

All the members have consented to the preparation of an abridged Income Statement for the year ended 31 March 2017 in accordance with Section 444(2A) of the Companies Act 2006.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors on 24 July 2017 and were signed on its behalf by:

J P Luke - Director

A Katsouris - Director

1.	STATUTORY INFORMATION

Senselogix Limited is a private company, limited by shares , registered in England and Wales. The company's

registered number and registered office address can be found on the Company Information page.

2.	STATEMENT OF COMPLIANCE

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

the year ended 31st March 2017 are the first financial that comply with FRS 102 (Section 1A). The date of

transition is 1st April 2015. There have been not been any changes to the comparative figures as a result of this

transition.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for the sale of goods and

services in the ordinary nature of business. Turnover is shown net of Value Added Tax, of goods and services

provided to customers and, in the case of long term contracts, credit is taken appropriate to the stage of

completion when the outcome of the contract can be ascertained with reasonable certainty.

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.

Computer software is being amortised evenly over its estimated useful life of three years.

Research and development

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

Development costs are only capitalised when the related products meet the recognition criteria of an internally

generated intangible asset, the key criterion as follows:

-technical feasibility of the completed intangible asset;

-the probability of future economic benefits;

-the reliable measurement of cost; and

-the ability and intention of the company to use or sell the intangible asset.

Expenses for research and development include associated wages and salaries, material costs, depreciation and

directly attributable overheads. The identifiable expenditure is then amortised over the period during which the

benefit is expected to occur. Provision is made for any impairment.

Amortisation

Amortisation is calculated so as to write off the cost of an intangible fixed asset, less its estimated residual value,

over the useful economic life of that asset as follows:

Development expenditure - over 5 years

Tangible fixed assets

All fixed assets are initially recorded at cost. Depreciation is provided at the following annual rates in order to

write off each asset over its estimated useful life:

Tooling - 10%-50% on cost

Fixtures and fittings - 15% on reducing balance basis

Computer equipment - 33% on cost

Motor Vehicles - 25% on reducing balance basis

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow

moving items.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held

under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases

are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element

of the future payments is treated as a liability.

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.

Going concern

The directors have considered the financial position of the company, the current trading and future prospects and

have adopted the going concern basis for preparing these accounts as they believe that the company will be able

to meet its liabilities as they fall due for a period of at least 12 months from the signing of these financial

statements.

Government grants

Local government revenue grants are written off to the Profit and Loss account in the year of receipt.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 11 (2016 - 9 ) .

5.	INTANGIBLE FIXED ASSETS

Patents

and

Development

Computer

licences

costs

software

Totals

£

£

£

£

COST

At 1 April 2016

-

1,492,357

12,917

1,505,274

Additions

7,945

293,613

-

301,558

At 31 March 2017

7,945

1,785,970

12,917

1,806,832

AMORTISATION

At 1 April 2016

-

659,163

12,917

672,080

Amortisation for year

7,945

265,891

-

273,836

At 31 March 2017

7,945

925,054

12,917

945,916

NET BOOK VALUE

At 31 March 2017

-

860,916

-

860,916

At 31 March 2016

-

833,194

-

833,194

6.	TANGIBLE FIXED ASSETS

Fixtures

and

Motor

Computer

Tooling

fittings

vehicles

equipment

Totals

£

£

£

£

£

COST

At 1 April 2016

63,943

26,414

-

14,773

105,130

Additions

-

-

11,700

728

12,428

At 31 March 2017

63,943

26,414

11,700

15,501

117,558

DEPRECIATION

At 1 April 2016

60,478

14,589

-

9,192

84,259

Charge for year

374

1,774

1,459

4,967

8,574

At 31 March 2017

60,852

16,363

1,459

14,159

92,833

NET BOOK VALUE

At 31 March 2017

3,091

10,051

10,241

1,342

24,725

At 31 March 2016

3,465

11,825

-

5,581

20,871

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

Motor

vehicles

£

COST

Additions

11,700

At 31 March 2017

11,700

DEPRECIATION

Charge for year

1,459

At 31 March 2017

1,459

NET BOOK VALUE

At 31 March 2017

10,241

7.

STOCKS

2017

2016

£

£

Stocks

187,270

171,159

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2017

2016

£

£

Trade debtors

129,259

152,981

Other debtors

30,549

55,617

Prepayments

6,994

6,321

166,802

214,919

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2017

2016

£

£

Hire purchase contracts

2,925

-

Trade creditors

196,283

100,770

Salary creditor

11,037

-

VAT

13,370

454

Factoring Facility

60,130

1,210

Pension creditor

13,170

14,590

Accrued expenses

72,823

37,893

369,738

154,917

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2017

2016

£

£

Hire purchase contracts

9,559

-

11.	SECURED DEBTS

The following secured debts are included within creditors:

2017

2016

£

£

Hire purchase contracts

12,484

-

Invoice discounting

60,130

1,210

72,614

1,210

An invoice discounting facility is in place, secured by a fixed and floating charge over all assets of the company

dated 20 June 2012.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully

paid:

Nominal

2017

2016

2017

2016

Value £ No.

No.

£

£

Ordinary 1.00

71,098

71,098

71,098

71,098

Ordinary A 0.01

44,964

44,964

450

450

Ordinary B 0.01

29,062

29,062

290

290

Ordinary C 0.01

23,811

23,811

238

238

Ordinary D 0.01

31,892

31,892

319

319

Ordinary E 0.01

417

417

4

4

201,244

201,244

72,399

72,399

Called up share capital

The rights attaching to the respective classes of shares shall be as follows:

Income

Each share carries an equal dividend right.

Voting

Each share carries an equal voting right.

Return of capital

On a return of capital on liquidation or reduction of capital or otherwise the assets of the Company shall be

distributed amongst the holders of the Shares in the following order of priority:

1.first, in paying to the shareholders of the D Ordinary Shares and E Ordinary Shares an amount equal to

the Original Subscription Price per D Ordinary Shares and E Ordinary Shares together with a sum equal to

any arrears of dividends.

2.second, in paying to the shareholders of the C Ordinary Shares an amount equal to the Original

Subscription Price per C Ordinary Shares together with a sum equal to any arrears of dividends.

3. third, in paying to the shareholders of the B Ordinary Shares an amount equal to the Original

Subscription Price per B Ordinary Shares together with a sum equal to any arrears of dividends.

4. fourth, in paying to the holders of the A Ordinary Shares and the Ordinary Shares an amount equal to

£21.10 per Share in proportion to the number of A Ordinary Shares and the Ordinary Shares held by

them respectively; and

5. finally, the balance of such proceeds shall be distributed amongst the holders of the Shares in

proportion to the number of Shares held by them respectively.

Upon the Sale, the members who sell Shares in such Sale will be entitled to share in the proceeds thereon in the

following priority order:

1. first, in paying to the holders of the D Ordinary Shares and E Ordinary Class an amount equal to the

Original Subscription Price per D Ordinary Shares and E Ordinary Shares together with a sum equal to

any arrears of dividends.

2. second, in paying to the holders of the C Ordinary Shares an amount equal to the Original Subscription

Price per C Ordinary Shares together with a sum equal to any arrears of dividends.

3 third, in paying to the holders of the B Ordinary Shares and the A Ordinary Shares an amount equal to

the Original Subscription Price per B Ordinary Share and A Ordinary Share together with a sum equal

to any arrears of dividends;

4. fourth, in paying to the holders of the A Ordinary Shares (in respect of those A Ordinary Shares

issued in connection with the Original Investment Agreement) an amount equal to the Original

Subscription Price per A Ordinary Share together with a sum equal to any arrears of dividends

5. fifth, in paying to the holders of the Ordinary Shares an amount equal to £21.10 per Ordinary Share

together with a sum equal to any arrears or accruals of the dividend on such Ordinary Shares

calculated down to the date of the Sale; and

6. finally the balance of such proceeds shall be distributed amongst the holders of the Shares in

proportion to the numbers of Shares held by them respectively.

13.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 April 2016

(1,966,386

)

3,034,679

1,068,293

Deficit for the year

(278,349

)

-

(278,349

)

At 31 March 2017

(2,244,735

)

3,034,679

789,944

14.	RELATED PARTY DISCLOSURES

During the year, the company incurred monitoring fees of £15,326 (2016 £15,362) to Beringea LLP, who

manage the investment on behalf of the equity investor. At the year end the company owed Beringea LLP

£40,186.

During the year, the company incurred monitoring fees of £13,000 (2016 £13,000) to 350 Investment Partners

LLP, who manage the investment on behalf of the equity investor.

During the year, the company incurred monitoring fees of £7,333 (2016 £7,256) to Northstar Ventures Ltd, who

manage the investment on behalf of the equity investor. At the year end the company owed Northstar Ventures

Ltd £6,770.

During the year, the company incurred monitoring fees and expenses of £28,608 (2016 £24,202) to Colin Wells.

At the year end the company owed Colin Wells £42,363.

15.	ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party as defined by Financial Reporting Standard 8 "Related party disclosures"

(FRS 8).

The following reproduces the text of the report prepared for the directors and members in respect of the

company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is

only required to file a Statement of Financial Position. Readers are cautioned that the Abridged Income

Statement and certain other primary statements and the Report of the Directors are not required to be filed with

the Registrar of Companies.

We confirm that as directors we have met our duty in accordance with the Companies Act 2006 to:

-	ensure that the company has kept proper accounting records;

-

prepare financial statements which give a true and fair view of the state of affairs of the company as at 31 March 2017 and of its loss for that period in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'; and

-	follow the applicable accounting policies, subject to any material departures disclosed and explained in the notes to the financial statements.

ON BEHALF OF THE BOARD:

J P Luke - Director

A Katsouris - Director

24 July 2017

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Statement of Financial Position. Readers are cautioned that the Abridged Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

We have reviewed the financial statements of Senselogix Limited for the year ended 31 March 2017, which comprise the Abridged Income Statement, Statement of Financial Position and the related notes 1 to 0. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

This report is made solely to the company's directors, as a body, in accordance with the terms of our engagement letter dated 20 January 2011. Our review has been undertaken so that we might state to the directors those matters that we have agreed with them in our engagement letter 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 directors as a body for our work, for this report or the conclusions we have formed.

Directors' responsibility for the financial statements

As explained more fully in the Directors' Responsibilities Statement set out on page nil, the directors are responsible for

the preparation of the financial statements and for being satisfied that they give a true and fair view.

Accountants' responsibility

Our responsibility is to express a conclusion based on our review of the financial statements. We conducted our review

in accordance with International Standard on Review Engagements (ISRE) 2400 (Revised), 'Engagements to review

historical financial statements' and ICAEW Technical Release TECH 09/13AAF 'Assurance review engagements on

historical financial statements'. ISRE 2400 also requires us to comply with the ICAEW Code of Ethics.

Scope of the assurance review

A review of financial statements in accordance with ISRE 2400 (Revised) is a limited assurance engagement. We have

performed additional procedures to those required under a compilation engagement. These primarily consist of making

enquiries of management and others within the entity, as appropriate, applying analytical procedures and evaluating the

evidence obtained. The procedures performed in a review are substantially less than those performed in an audit

conducted in accordance with International Standards on Auditing (UK and Ireland). Accordingly, we do not express an

audit opinion on these financial statements.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the financial statements have not been prepared:

-	so as to give a true and fair view of the state of the company's affairs as at 31 March 2017 and of its loss for the year then ended;

-	in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'; and

-	in accordance with the requirements of the Companies Act 2006.

Charles & Company

Chartered Accountants

480 Chester Road

Manchester

M16 9HE

24 July 2017