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REGISTERED NUMBER: 06969762 (England and Wales)















Unaudited Financial Statements

for the Year Ended 31 December 2024

for

CODIO LTD

CODIO LTD (REGISTERED NUMBER: 06969762)

Contents of the Financial Statements
for the year ended 31 December 2024










Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


CODIO LTD

Company Information
for the year ended 31 December 2024







Directors: P Snalune
H Thorson





Registered office: 3rd Floor
86 - 90 Paul Street
London
EC2A 4NE





Registered number: 06969762 (England and Wales)





Accountants: Cooper Parry Advisory Limited
New Derwent House
69-73 Theobalds Road
London
WC1X 8TA

CODIO LTD (REGISTERED NUMBER: 06969762)

Balance Sheet
31 December 2024

2024 2023
Notes £ £ £ £
Fixed assets
Intangible assets 4 8,770 -
Tangible assets 5 77 766
Investments 6 889 889
9,736 1,655

Current assets
Debtors 7 330,333 199,877
Cash at bank 37,950 169,102
368,283 368,979
Creditors
Amounts falling due within one year 8 2,878,194 2,572,708
Net current liabilities (2,509,911 ) (2,203,729 )
Total assets less current liabilities (2,500,175 ) (2,202,074 )

Capital and reserves
Called up share capital 40,704 40,704
Share premium 4,150,752 4,150,752
Retained earnings (6,691,631 ) (6,393,530 )
Shareholders' funds (2,500,175 ) (2,202,074 )

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 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 applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 4 August 2025 and were signed on its behalf by:





P Snalune - Director


CODIO LTD (REGISTERED NUMBER: 06969762)

Notes to the Financial Statements
for the year ended 31 December 2024


1. Statutory information

Codio Ltd 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.

The presentation currency of the financial statements is the Pound Sterling (£).


2. Accounting policies

Basis of preparing the financial statements
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. The financial statements have been prepared under the historical cost convention.

Going concern
The financial statements have been prepared on the going concern basis. The company incurred losses during the year, however, the directors believe that the company has sufficient financial resources to be able 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. 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.

Key source of estimation, uncertainty and judgement
The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgement that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.

There is estimation uncertainty in calculating depreciation. A full line by line review of fixed assets is carried out by management regularly. Whilst every attempt is made to ensure that the depreciation policy is as accurate as possible, there remains a risk that the policy does not match the useful life of the assets.

There is estimation uncertainty in calculating bad debt provisions. A full line by line review of trade debtors is carried out at the end of each month. Whilst every attempt is made to ensure that the bad debt provisions are as accurate as possible, there remains a risk that the provisions do not match the level of debts which ultimately prove to be uncollectable.

CODIO LTD (REGISTERED NUMBER: 06969762)

Notes to the Financial Statements - continued
for the year ended 31 December 2024


2. Accounting policies - continued

Turnover
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.

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 are being amortised evenly over their estimated useful life of six years.

Development costs are being amortised evenly over their estimated useful life of two years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Computer equipment - Straight line over 3 years

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost less any impairment.

Financial instruments
Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.


CODIO LTD (REGISTERED NUMBER: 06969762)

Notes to the Financial Statements - continued
for the year ended 31 December 2024


2. Accounting policies - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

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.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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.

Share based payment scheme
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.

3. Employees and directors

The average number of employees during the year was 6 (2023 - 5 ) .

CODIO LTD (REGISTERED NUMBER: 06969762)

Notes to the Financial Statements - continued
for the year ended 31 December 2024


4. Intangible fixed assets
Patents and Development
licences costs Totals
£ £ £
Cost
At 1 January 2024 - 1,754,501 1,754,501
Additions 10,138 - 10,138
At 31 December 2024 10,138 1,754,501 1,764,639
Amortisation
At 1 January 2024 - 1,754,501 1,754,501
Amortisation for year 1,368 - 1,368
At 31 December 2024 1,368 1,754,501 1,755,869
Net book value
At 31 December 2024 8,770 - 8,770
At 31 December 2023 - - -

5. Tangible fixed assets
Computer
equipment
£
Cost
At 1 January 2024
and 31 December 2024 6,667
Depreciation
At 1 January 2024 5,901
Charge for year 689
At 31 December 2024 6,590
Net book value
At 31 December 2024 77
At 31 December 2023 766

6. Fixed asset investments
Shares in
group
undertakings
£
Cost
At 1 January 2024
and 31 December 2024 889
Net book value
At 31 December 2024 889
At 31 December 2023 889

CODIO LTD (REGISTERED NUMBER: 06969762)

Notes to the Financial Statements - continued
for the year ended 31 December 2024


7. Debtors: amounts falling due within one year
2024 2023
£ £
Trade debtors - 450
Amounts owed by group undertakings 170,234 171,691
Other debtors 160,099 27,736
330,333 199,877

8. Creditors: amounts falling due within one year
2024 2023
£ £
Trade creditors 14,694 1,467
Amounts owed to group undertakings 2,706,644 2,386,583
Taxation and social security 20,727 44,730
Other creditors 136,129 139,928
2,878,194 2,572,708

9. Ultimate controlling party

The controlling party is Codio Group Inc, incorporated instate of Delaware, United States.

10. Share-based payment transactions

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 (2023: 1,425,556), none were exercised (2023: 962,400) and none had lapsed. An amount of £nil has been charged to the profit and loss account in respect of the above share option scheme (2023: £5,959). Share options vest over a period ranging from 6 months up to 4 years from the date of grant.