| REGISTERED NUMBER: |
| Unaudited Financial Statements |
| for the Year Ended 31 December 2024 |
| for |
| CODIO LTD |
| REGISTERED NUMBER: |
| 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: |
| Registered office: |
| Registered number: |
| Accountants: |
| 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 |
| Tangible assets | 5 |
| Investments | 6 |
| Current assets |
| Debtors | 7 |
| Cash at bank |
| Creditors |
| Amounts falling due within one year | 8 |
| Net current liabilities | ( |
) | ( |
) |
| Total assets less current liabilities | ( |
) | ( |
) |
| Capital and reserves |
| Called up share capital |
| Share premium |
| Retained earnings | ( |
) | ( |
) |
| Shareholders' funds | ( |
) | ( |
) |
| 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 were approved by the Board of Directors and authorised for issue on |
| CODIO LTD (REGISTERED NUMBER: 06969762) |
| Notes to the Financial Statements |
| for the year ended 31 December 2024 |
| 1. | Statutory information |
| Codio Ltd is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | Accounting policies |
| Basis of preparing the financial statements |
| 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. |
| Tangible fixed assets |
| Computer equipment | - |
| 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 |
| 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 |
| Additions |
| At 31 December 2024 |
| Amortisation |
| At 1 January 2024 |
| Amortisation for year |
| At 31 December 2024 |
| Net book value |
| At 31 December 2024 |
| At 31 December 2023 |
| 5. | Tangible fixed assets |
| Computer |
| equipment |
| £ |
| Cost |
| At 1 January 2024 |
| and 31 December 2024 |
| Depreciation |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| Net book value |
| At 31 December 2024 |
| At 31 December 2023 |
| 6. | Fixed asset investments |
| Shares in |
| group |
| undertakings |
| £ |
| Cost |
| At 1 January 2024 |
| and 31 December 2024 |
| Net book value |
| At 31 December 2024 |
| At 31 December 2023 |
| 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 |
| Amounts owed by group undertakings |
| Other debtors |
| 8. | Creditors: amounts falling due within one year |
| 2024 | 2023 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Taxation and social security |
| Other creditors |
| 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. |