2023-01-012023-12-312023-12-31false06969762Codio 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Codio Ltd

Registered Number
06969762
(England and Wales)

Unaudited Financial Statements for the Year ended
31 December 2023

Codio Ltd
Company Information
for the year from 1 January 2023 to 31 December 2023

Directors

P Snalune
H Thorson

Registered Address

51 Queens Road
London
SW19 8NP

Registered Number

06969762 (England and Wales)
Codio Ltd
Statement of Financial Position
31 December 2023

Notes

2023

2022

£

£

£

£

Fixed assets
Tangible assets37662,064
Investments48891
1,6552,065
Current assets
Debtors5199,877191,670
Cash at bank and on hand169,102157,653
368,979349,323
Creditors amounts falling due within one year6(2,572,708)(2,245,563)
Net current assets (liabilities)(2,203,729)(1,896,240)
Total assets less current liabilities(2,202,074)(1,894,175)
Net assets(2,202,074)(1,894,175)
Capital and reserves
Called up share capital40,70440,704
Share premium4,150,7524,150,752
Profit and loss account(6,393,530)(6,085,631)
Shareholders' funds(2,202,074)(1,894,175)
The financial statements were approved and authorised for issue by the Board of Directors on 20 September 2024, and are signed on its behalf by:
P Snalune
Director
Registered Company No. 06969762
Codio Ltd
Notes to the Financial Statements
for the year ended 31 December 2023

1.Accounting policies
Statutory information
The company is a private company limited by shares and registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.
Basis of preparation
The financial statements have been prepared under the historical cost convention.
Functional and presentation currency
The presentation currency of the financial statements is the Pound Sterling (£), which is the company's functional currency, and figures are rounded to the nearest whole pound.
Going concern
The financial statements have been prepared on a going concern basis. The company incurred trading losses during the year. The directors, however, believe the company has sufficient resources to meet its obligations, if and when, they become due and that the company can continue in operational existence for a period of at least 12 months from the statement of financial position date. The parent company will continue to support the company for the next 12 months. On this basis, the directors are of the opinion that they should continue to adopt the going concern basis in preparing the annual financial statements.
Judgements and key sources of estimation uncertainty
There have been no significant judgements or estimates applied to the numbers contained within these financial statements.
Turnover policy
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Revenue from rendering of services
Revenue from the rendering of services is recognised by reference to the stage of completion of the transaction providing that; the amount of revenue associated with the transaction can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company, the stage of completion of the transaction can be measured reliably and the costs incurred or to be incurred in respect of completing the transaction can be measured reliably. The stage of completion of a contract is measured by comparing the value of services provided at the statement of financial position date, to the total value of services to be provided over the life of the contract. Invoiced revenue amounts are initially credited to the statement of financial position to be recognised as deferred income. Amounts are subsequently transferred to the income statement and recognised as revenue as the company performs the services for which the revenue is receivable. Any income amounts remaining on the statement of financial position at the year-end date represents the total amount of deferred income at that date. Any amounts received in advance of the subscription or service period are recorded as deferred income and released to revenue in accordance with the period to which the subscription or service relates. The company primarily generates revenue from subscription licenses, which is recognised on a straight-line basis over the subscription period to align with the delivery of the service. Revenue from set-up fees and content development requests is recognised based on the stage of completion or over the service period, depending on the nature of the work. Any payments received in advance are treated as deferred income and recognised as revenue over the period in which the services are provided. Any amounts received in advance of the subscription or service period are recorded as deferred income and released to revenue in accordance with the period to which the subscription or service relates.
Employee benefits
Contributions to defined contribution plans are expensed in the period to which they relate. The entity's parent company operates an equity-settled compensation plan for employees of the company. The fair value of the employee services received in the company, in exchange for the grant of the options in the parent, is recognised as an expense in the income statement. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement of financial position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement. The credit entry is taken to the intercompany loan account in the statement of financial position because the share options are equity-settled by the parent.
Foreign currency translation
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each reporting period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at the period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
Current taxation
Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date. Tax credits shown on the income statement represent trading losses surrendered for payable tax credits from HMRC under R&D tax relief schemes.
Deferred tax
Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted.
Research and development
Revenue expenditure on research and development is written off in the period in which it is incurred. The company makes claims under both the SME R&D tax relief scheme and the Research and Development Expenditure Credit scheme. Tax credits arising from claims under the SME R&D tax relief scheme are reflected 'below the line' as a reduction in the Corporation Tax charge or, if loss making, as a Corporation Tax credit. Tax credits arising from claims under the RDEC scheme are subject to Corporation Tax. Gross tax credits are therefore reflected ‘above the line’ in Other Income with the corresponding charge to Corporation Tax reflected in the Corporation Tax charge, or credit (if loss making). Tax credits receivable from R&D claims are recognised in the reporting period in which the qualifying expenditure is incurred.
Tangible fixed assets and depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows:

Straight line (years)
Office Equipment3
Investments
Investments in subsidiary undertakings are recognised at cost less any impairment.
Financial instruments
The Company has chosen to adopt the Sections 11 and 12 of FRS 102 in respect of financial instruments. The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non puttable ordinary shares. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out right short term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost. Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an 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. Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk to changes in value.
Related parties
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
2.Average number of employees
Share-based payments The entity's parent company operates an EMI qualifying share option scheme for the UK employees of the company. As at the statement of financial position date, the parent company had granted 1,425,556 EMI qualifying share options to 3 employees of the company with an average weighted exercise price of $0.000001 per share. As at the statement of financial position date, 1,425,556 share options had vested (2022: 1,359,339), 962,400 were exercised (2022: 962,400) and none had lapsed. An amount of £5,959 has been charged to the profit and loss account in respect of the above share option scheme (2022: £7,946). Share options vest over a period ranging from 6 months up to 4 years from the date of grant.

20232022
Average number of employees during the year53
3.Tangible fixed assets

Office Equipment

Total

££
Cost or valuation
At 01 January 2312,95412,954
Disposals(6,287)(6,287)
At 31 December 236,6676,667
Depreciation and impairment
At 01 January 2310,89010,890
Charge for year1,2981,298
On disposals(6,287)(6,287)
At 31 December 235,9015,901
Net book value
At 31 December 23766766
At 31 December 222,0642,064
4.Fixed asset investments

Investments in groups1

Total

££
Cost or valuation
At 01 January 2311
Additions888888
At 31 December 23889889
Net book value
At 31 December 23889889
At 31 December 2211

Notes

1Investments in group undertakings and participating interests
5.Debtors: amounts due within one year

2023

2022

££
Trade debtors / trade receivables4508,144
Amounts owed by group undertakings171,69177,153
Other debtors1,294106,289
Prepayments and accrued income26,44284
Total199,877191,670
6.Creditors: amounts due within one year

2023

2022

££
Trade creditors / trade payables1,4672,688
Amounts owed to related parties2,386,5832,066,325
Taxation and social security44,73027,397
Other creditors-1,604
Accrued liabilities and deferred income139,928147,549
Total2,572,7082,245,563
7.Controlling party
The ultimate controlling party is Codio Group Inc, incorporated in state of Delaware, United States.