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Registered number: 06269999










CODILINK UK LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
CODILINK UK LIMITED
 

COMPANY INFORMATION


Directors
B H S Chesser 
M J Hough 
D A Mulinder  
H Vaux 




Registered number
06269999



Registered office
Reading Bridge House
George Street

Reading

RG1 8LS




Independent auditors
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

Reading Bridge House

George Street

RG1 8LS





 
CODILINK UK LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 5
Independent Auditors' Report
6 - 8
Consolidated Statement of Comprehensive Income
9
Consolidated Balance Sheet
10
Company Balance Sheet
11
Consolidated Statement of Changes in Equity
12
Company Statement of Changes in Equity
13
Consolidated Statement of Cash Flows
14
Consolidated Analysis of Net Debt
15
Notes to the Financial Statements
16 - 33


 
CODILINK UK LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal Activity
 
The principal activity of the company is to provide a customer engagement and loyalty platform to shopping malls, outlets and other retail destinations. The service enables these clients to drive footfall, create personalised shopping experiences and boost in-store sales. 

Business review
 
Group revenue for the year, reported through the UK entity, increased by 17% compared to 2022, rising from £4.594m to £5.360m. This growth was primarily driven by the onboarding of new client accounts in the US and Middle Eastern markets. 
Gross profit also improved year-on-year, increasing by 18%, with a gross profit margin of 93%, indicative of a healthy B2B SaaS business. Administrative expenses rose slightly compared to 2022, increasing from £5.92mln to £6.645mln (+12%). 
The most notable event of the year was undoubtedly the launch with one of the major US outlet shopping mall operators and a strong innovator in the industry. In July, this US operator rolled out its revamped loyalty program across its entire 38 centre portfolio in the US and Canada, all powered by Coniq’s technology platform. This partnership not only provided Coniq with a superb reference in the US, but also introduced a new model to the industry: paid subscription loyalty for shoppers. Under this model, paying members access enhanced customer experiences while Coniq, as the platform vendor, collects the annual member subscriptions and shares directly in the program’s success with the client. 
The company’s product suite has gone from strength to strength, most notably with the introduction of a Receipt Scanning and Card-Linking solution. These innovations offer alternative ways of tracking transactions, significantly reducing the cost and complexity of large scale implementations and resulting in higher project margins. 

Page 1

 
CODILINK UK LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
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Page 2

 
CODILINK UK LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Financial key performance indicators
 
The key financial KPIs that the business uses to measure performance are:
Revenue, more specifically Monthly Recurring Revenue
Gross Profit
Operating Profit / Loss Before Interest, Tax, Depreciation and Amortisation
Net Revenue Retention
Cash position and burn rate
the Net Asset / Liability position and Day Sales Outstanding

The Company reviews these KPIs on a consistent basis and they are available from the Financial Statements.  

Other key performance indicators
 
Non-financial performance indicators are:
Product KPIs on levels of Customer Engagement
HR KPIs including staff retention, time-to-hire, employee engagement, learning and development
Sales and Marketing KPIs including pipeline analysis and lead generation
Customer Service KPIs including Response and Resolution times 

The Company measures these non-financial KPIs consistently and reports its analysis in its monthly Management Accounts pack.  The analysis of this performance is not disclosed due to its commercially sensitive nature.


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





B H S Chesser
Director
Date: 30 October 2024

Page 3

 
CODILINK UK LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors

The directors who served during the year were:

B H S Chesser 
M J Hough 
D A Mulinder 
H Vaux 

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 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'. 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £1,936,891 (2022 - loss £1,515,026).

Future developments

See strategic report above for future developments.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 4

 
CODILINK UK LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsJames Cowper Kreston Auditwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





B H S Chesser
Director
Date: 30 October 2024

Page 5

 
CODILINK UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CODILINK UK LIMITED
 

Opinion


We have audited the financial statements of Codilink UK Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 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 Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's loss 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.


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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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


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 Group's or the parent 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.


Page 6

 
CODILINK UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CODILINK UK LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion 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 Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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 set out on page 4, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
CODILINK UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CODILINK UK LIMITED (CONTINUED)


Auditors' 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 Auditors' 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 Group 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:
Enquiry of management and those charged with governance around actual and potential litigation and claims;


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 2006Our 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 Auditors' 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.





Alexander Peal BSc(Hons) FCA DChA (Senior Statutory Auditor)
  
for and on behalf of
James Cowper Kreston Audit
 
Chartered Accountants and Statutory Auditor
  
Reading Bridge House
George Street
RG1 8LS

30 October 2024
Page 8

 
CODILINK UK LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
5,359,711
4,593,572

Cost of sales
  
(434,587)
(397,453)

Gross profit
  
4,925,124
4,196,119

Administrative expenses
  
(6,505,139)
(5,920,020)

Operating loss
 5 
(1,580,015)
(1,723,901)

Tax on loss
 9 
(356,876)
172,301

Loss for the financial year
  
(1,936,891)
(1,551,600)

  

Foreign exchange
  
7,355
36,574

Total comprehensive income for the year
  
(1,929,536)
(1,515,026)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(1,936,891)
(1,551,600)

  
(1,936,891)
(1,551,600)

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
(1,929,536)
(1,515,026)

  
(1,929,536)
(1,515,026)

The notes on pages 16 to 33 form part of these financial statements.

Page 9

 
CODILINK UK LIMITED
REGISTERED NUMBER: 06269999

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 11 
7,050,321
6,732,536

Tangible assets
 12 
674,330
833,321

  
7,724,651
7,565,857

Current assets
  

Debtors
 14 
2,152,047
1,999,467

Cash at bank and in hand
 15 
2,259,178
2,224,982

  
4,411,225
4,224,449

Creditors: amounts falling due within one year
 16 
(2,453,647)
(1,775,447)

Net current assets
  
 
 
1,957,578
 
 
2,449,002

Total assets less current liabilities
  
9,682,229
10,014,859

Creditors: amounts falling due after more than one year
 17 
(328,506)
(361,031)

Net assets
  
9,353,723
9,653,828


Capital and reserves
  

Called up share capital 
 21 
1,283
1,230

Share premium account
 22 
19,755,799
18,126,421

Foreign exchange reserve
 22 
43,929
36,574

Profit and loss account
 22 
(10,447,288)
(8,510,397)

  
9,353,723
9,653,828


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




B H S Chesser
Director
Date: 30 October 2024

The notes on pages 16 to 33 form part of these financial statements.

Page 10

 
CODILINK UK LIMITED
REGISTERED NUMBER: 06269999

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 11 
7,050,321
6,673,015

Tangible assets
 12 
675,179
831,981

Investments
 13 
217,737
217,737

  
7,943,237
7,722,733

Current assets
  

Debtors
 14 
2,059,739
1,979,150

Cash at bank and in hand
 15 
2,094,957
2,098,122

  
4,154,696
4,077,272

Creditors: amounts falling due within one year
 16 
(2,340,423)
(1,702,943)

Net current assets
  
 
 
1,814,273
 
 
2,374,329

Total assets less current liabilities
  
9,757,510
10,097,062

  

Creditors: amounts falling due after more than one year
 17 
(258,604)
(287,316)

  

Net assets
  
9,498,906
9,809,746


Capital and reserves
  

Called up share capital 
 21 
1,283
1,230

Share premium account
 22 
19,755,799
18,126,421

Profit and loss account
 22 
(10,258,176)
(8,317,905)

  
9,498,906
9,809,746


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




B H S Chesser
Director
Date: 30 October 2024

The notes on pages 16 to 33 form part of these financial statements.

Page 11

 
CODILINK UK LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2023
1,230
18,126,421
36,574
(8,510,397)
9,653,828



Loss for the year
-
-
-
(1,936,891)
(1,936,891)

Foreign exchange
-
-
7,355
-
7,355

Shares issued during the year
53
1,629,378
-
-
1,629,431


At 31 December 2023
1,283
19,755,799
43,929
(10,447,288)
9,353,723


The notes on pages 16 to 33 form part of these financial statements.


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2022
1,180
16,383,230
-
(6,958,797)
9,425,613



Loss for the year
-
-
-
(1,551,600)
(1,551,600)

Foreign exchange
-
-
36,574
-
36,574

Shares issued during the year
50
1,743,191
-
-
1,743,241


At 31 December 2022
1,230
18,126,421
36,574
(8,510,397)
9,653,828


The notes on pages 16 to 33 form part of these financial statements.

Page 12

 
CODILINK UK LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 January 2023
1,230
18,126,421
(8,317,905)
9,809,746



Loss for the year
-
-
(1,940,271)
(1,940,271)

Shares issued during the year
53
1,629,378
-
1,629,431


At 31 December 2023
1,283
19,755,799
(10,258,176)
9,498,906


The notes on pages 16 to 33 form part of these financial statements.


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 January 2022
1,180
16,383,230
(6,753,024)
9,631,386



Loss for the year
-
-
(1,564,881)
(1,564,881)

Shares issued during the year
50
1,743,191
-
1,743,241


At 31 December 2022
1,230
18,126,421
(8,317,905)
9,809,746


The notes on pages 16 to 33 form part of these financial statements.

Page 13

 
CODILINK UK LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(1,936,891)
(1,551,600)

Adjustments for:

Amortisation of intangible assets
1,163,574
1,020,050

Interest paid
-
1,741

Taxation charge
356,876
(172,301)

(Increase)/decrease in debtors
(541,742)
590,846

(Decrease)/increase in creditors
(645,675)
21,509

Increase in provisions
96,316
5,936

Corporation tax received
541,188
17,620

Foreign exchange
(42,865)
(274,417)

Net cash generated from operating activities

(1,009,219)
(340,616)


Cash flows from investing activities

Purchase of intangible fixed assets
(1,357,542)
(1,876,214)

Net cash from investing activities

(1,357,542)
(1,876,214)

Cash flows from financing activities

Issue of ordinary shares
1,629,378
1,743,221

Repayment of/new finance leases
771,579
479,876

Interest paid
-
(1,741)

Net cash used in financing activities
2,400,957
2,221,356

Net increase in cash and cash equivalents
34,196
4,526

Cash and cash equivalents at beginning of year
2,224,982
2,220,456

Cash and cash equivalents at the end of year
2,259,178
2,224,982


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,259,178
2,224,982

2,259,178
2,224,982


The notes on pages 16 to 33 form part of these financial statements.

Page 14

 
CODILINK UK LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023





At 1 January 2023
New finance leases
Other non-cash changes
At 31 December 2023
£

£

£

£

Cash at bank and in hand

2,224,982

-

34,196

2,259,178

Finance leases

(580,579)

287,370

-

(293,209)


1,644,403
287,370
34,196
1,965,969

The notes on pages 16 to 33 form part of these financial statements.

Page 15

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Codilink (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Reading Bridge House, George Street, Reading, RG1 8LS. The company's principal place of business is 120 Aldersgate St, Barbican, London EC1A 4JQ.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

The directors are satisfied that the business has adequate resources to continue operations for the foreseeable future. Based on a review of the forecasts and plans the directors believe that the financial statements have been appropriately prepared on a going concern basis.

Page 16

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each 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.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Where revenue consists of a long term contract, typically of one year or more the revenue is deferred over the life of the contract and classified as deferred income. The deferred revenue is released over the expected life of the contract.

 
2.6

Operating leases: the Group as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 17

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, being 15 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

  
2.8

Pensions

Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 18

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. Intangible assets are amortised over their useful economic life which is deemed to be 15 years.

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
20%
on cost
Office equipment
-
20%
on cost
Famoco scanners
-
33%
on cost
Other fixed assets
-
50%
on cost

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 19

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Financial instruments

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Tangible fixed assets
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as the remaining life of the asset and projected disposal values.
Intangible fixed assets
Development costs relating to the development of a technological system are capitalised as intangible fixed assets and amortised over their useful economic life which is deemed to be 15 years.
Taxation
The company establishes provisions based on reasonable estimates, for possible consequences of audits by the tax authorities. The amount of such provisions is based on various factors, such as experience with previous tax submissions. Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies.
Revenue recognition
Where revenue consists of a long term contract, typically of one year or more the revenue is deferred over the life of the contract and classified as deferred income. The deferred revenue is released over the expected life of the contract.

Page 20

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Sales
5,359,711
4,593,572

5,359,711
4,593,572


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
5,359,711
4,593,572

5,359,711
4,593,572



5.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Depreciation
342,535
346,077

Exchange differences
43,683
(33,444)

Other operating lease rentals
263,862
392,481

Amortisation
821,039
688,347


6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
18,000
16,500

Fees payable in respect of:

Corporation tax compliance
2,300
2,100

R&D
8,100
7,400

Page 21

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
2,415,003
2,361,312
1,089,223
1,529,146

Social security costs
323,289
365,648
240,337
313,878

Cost of defined contribution scheme
34,225
39,942
34,225
39,942

2,772,517
2,766,902
1,363,785
1,882,966


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Employees
60
61
60
61


8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
-
11,910

Group contributions to defined contribution pension schemes
-
109

-
12,019


A Director, B Chesser, is employed and remunerated by a group Company in respect of his services to the Group as a whole.
During the year retirement benefits were accruing to no directors
 (2022 - 109) in respect of defined contribution pension schemes.
The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2022 - £109).

Page 22

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
(149,884)
(352,124)

Adjustments in respect of previous periods
506,760
179,823


Total current tax
356,876
(172,301)


Taxation on profit/(loss) on ordinary activities
356,876
(172,301)
Page 23

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
9.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(1,580,015)
(1,723,901)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(371,620)
(327,541)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
2,615
1,537

Fixed asset differences
68,336
14,822

Additional deduction for R&D expenditure
(153,541)
(260,794)

Surrender of tax losses for R&D tax credit refund
162,192
109,280

Remeasurement of deferred tax
(8,484)
(36,128)

Deferred tax not recognised
150,618
150,535

Adjustments in respect of prior periods
506,760
179,823

Other differences leading to an increase (decrease) in the tax charge
-
(3,835)

Total tax charge for the year
356,876
(172,301)


Factors that may affect future tax charges

The group has tax losses available to set off against future tax profits. 


10.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year was £1,940,271 (2022 - loss £1,564,881).

Page 24

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Intangible assets

Group





Development expenditure

£



Cost


At 1 January 2023
11,197,828


Additions
1,275,240



At 31 December 2023

12,473,068



Amortisation


At 1 January 2023
4,465,292


Charge for the year on owned assets
957,455



At 31 December 2023

5,422,747



Net book value



At 31 December 2023
7,050,321



At 31 December 2022
6,732,536



Page 25

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
           11.Intangible assets (continued)

Company




Development expenditure

£



Cost


At 1 January 2023
10,779,094


Additions
1,275,240



At 31 December 2023

12,054,334



Amortisation


At 1 January 2023
4,106,079


Charge for the year
897,934



At 31 December 2023

5,004,013



Net book value



At 31 December 2023
7,050,321



At 31 December 2022
6,673,015

Page 26

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Tangible fixed assets

Group






Fixtures and fittings
Office equipment
Famoco Scanners
Other fixed assets
Total

£
£
£
£
£



Cost or valuation


At 1 January 2023
62,654
157,182
892,733
1,510,993
2,623,562


Additions
16,380
7,377
158,579
2,160
184,496


Disposals
(952)
-
-
-
(952)



At 31 December 2023

78,082
164,559
1,051,312
1,513,153
2,807,106



Depreciation


At 1 January 2023
53,137
130,944
216,234
1,389,926
1,790,241


Charge for the year on owned assets
7,715
20,383
212,368
102,069
342,535



At 31 December 2023

60,852
151,327
428,602
1,491,995
2,132,776



Net book value



At 31 December 2023
17,230
13,232
622,710
21,158
674,330



At 31 December 2022
9,517
26,238
676,499
121,067
833,321

Page 27

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           12.Tangible fixed assets (continued)


Company






Fixtures and fittings
Office equipment
Famoco Scanners
Other fixed assets
Total

£
£
£
£
£

Cost or valuation


At 1 January 2023
61,759
149,000
892,733
1,510,993
2,614,485


Additions
16,380
7,377
158,579
2,160
184,496


Disposals
(952)
-
-
-
(952)



At 31 December 2023

77,187
156,377
1,051,312
1,513,153
2,798,029



Depreciation


At 1 January 2023
52,600
123,744
216,234
1,389,926
1,782,504


Charge for the year on owned assets
13,394
12,515
212,368
102,069
340,346



At 31 December 2023

65,994
136,259
428,602
1,491,995
2,122,850



Net book value



At 31 December 2023
11,193
20,118
622,710
21,158
675,179



At 31 December 2022
9,159
25,256
676,499
121,067
831,981






Page 28

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
217,737



At 31 December 2023
217,737





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Codilink S.L
Avenida Diagonal, 534 - ENT IZ, Barcelona, 08006
Ordinary
100%
Coniq Inc
1209 N Orange St, Wilmington, Delaware, USA, 19801-1120
Ordinary
100%
Codilink FZE
Hot Desk, SRT-FLR-05.01-HD#13, Sheikh Rashid Tower, Dubai World Trade Centre, Dubai, United Arab Emirates
Ordinary
100%
Codilink Dooel Skopje
8mi Septemvri Blvd, 16 Hyperium Business Centre, 2nd Floor, Skopje, 1000, Republic of N.Macedonia
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Codilink S.L
61,501
(71,289)

Coniq Inc
45,461
16,478

Codilink FZE
(46,887)
(6,144)

Codilink Dooel Skopje
19,885
(3,634)

Page 29

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£



Trade debtors
1,013,362
574,051
1,013,361
574,051

Amounts owed by group undertakings
-
-
144,128
134,162

Other debtors
120,273
203,984
97,214
181,584

Prepayments and accrued income
549,314
389,338
445,110
372,551

Tax recoverable
359,720
716,802
359,926
716,802

Deferred taxation
109,378
115,292
-
-

2,152,047
1,999,467
2,059,739
1,979,150



15.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
2,259,178
2,224,982
2,094,957
2,098,122

2,259,178
2,224,982
2,094,957
2,098,122



16.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Trade creditors
371,163
431,472
362,977
431,474

Other taxation and social security
486,742
268,419
431,444
216,039

Obligations under finance lease and hire purchase contracts
231,231
494,591
231,231
494,325

Other creditors
421,986
129,650
383,891
122,657

Accruals and deferred income
942,525
451,315
930,880
438,448

2,453,647
1,775,447
2,340,423
1,702,943


Page 30

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Net obligations under finance leases and hire purchase contracts
61,978
85,988
61,978
85,988

Other creditors
57,083
62,918
-
4,702

Accruals and deferred income
209,445
212,125
196,626
196,626

328,506
361,031
258,604
287,316




18.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Within one year
231,231
494,591
231,231
494,325

Between 1-5 years
61,978
85,988
61,978
85,988

293,209
580,579
293,209
580,313


19.


Financial instruments

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Financial assets

Financial assets measured at amortised cost
1,112,059
778,035
1,088,999
755,635


Financial Liabilities

Financial liabilities measured at amortised cost
1,735,674
1,403,550
1,677,748
1,309,977


Financial assets measured at amortised cost comprise of trade debtors and other debtors


Financial liabilites measured at amortised cost comprise trade creditors, other creditors and accruals.

Page 31

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Deferred taxation


Group



2023


£






At beginning of year
115,292


Charged to profit or loss
(5,914)



At end of year
109,378

Company


2023






At end of year
-
Group
Group
2023
2022
£
£

Accelerated capital allowances
109,378
115,292

109,378
115,292


21.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



11,189 (2022 - 11,200) A preference shares of £0.01 each
112
112
5,368 (2022 - 5,400) B preference shares of £0.01 each
54
54
13,756 (2022 - 13,800) D preference shares of £0.01 each
138
138
8,890 (2022 - 8,900) E preference shares of £0.01 each
89
89
8,801 (2022 - 8,800) F preference shares of £0.01 each
88
88
58,860 (2022 - 53,600) Ordinary shares of £0.01 each
588
536
21,369 (2022 - 21,300) B Ordinary shares of £0.01 each
214
213

1,283

1,230


In June 2023, 5,065 ordinary shares with a nominal value of £0.01 were issued for a total consideration $2,000,000 (GBP: £1,573,564). In  March 2023, 157 shares with a nominal value of £0.01 were issued for a total consideration of £50,000.

Page 32

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Reserves

Share premium account

The share premium account is the accumulated amount paid over the nominal value of shares issued up to the date of the balance sheet.

Foreign exchange reserve

Foreign exchange reserve is the accumulated foreign exchange differences on consolidation on conversion to presentational currency up to the date of the balance sheet.

Profit and loss account

The profit & loss account is a Company's accumulated profit/loss up to the date of the balance sheet.


23.


Pension commitments

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an adminstered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £34,225 (2022: £39,942). Contributions totalling £8,744 (2022: £9,526) were payable to the fund at the balance sheet date and are included in creditors.


24.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Not later than 1 year
-
99,630
-
99,630

-
99,630
-
99,630


25.


Related party transactions

There are no related party transactions to disclose.

Page 33