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Registered number: 06269999










CODILINK UK LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
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 - 36


 
CODILINK UK LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

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 8% compared to 2023, rising from £5.4m to £5.8m. This growth was primarily driven in North America, by the onboarding of new client accounts and the expansion of existing ones.
Gross profit remained strong at 93%, consistent with the prior year and indicative of a healthy B2B SaaS business model.  Administrative expenses reduced slightly compared to 2023, reducing from £6.8m to £6.4m   (-5%). 
The most notable event of the year was the launch with one of Canada’s major outlet shopping malls, which partnered with Coniq to enhance customer engagement and streamline marketing communications across its retail portfolio through a personalised email and campaign management platform.  
This partnership not only strengthened Coniq’s presence in the Canadian market, but also showcased a new standard in shopping centre marketing: centralised, data-driven customer engagement. By providing a managed service approach alongside its advanced marketing platform, Coniq enabled the client to deliver personalised communications at scale, streamline campaign execution, and align internal teams and external agencies under a single strategy—setting a benchmark for retail engagement in the region.
The company’s platform has continued to evolve, with a strong focus on foundational upgrades in 2024. Coniq concentrated on strengthening the core architecture to align with the highest industry standards. By enhancing key structural components, we improved system security, scalability, and performance, while ensuring full compliance with SOC 2 requirements. This initiative addressed critical security measures, optimised infrastructure resilience, and reinforced regulatory adherence, positioning our core product for long-term stability and growth in a competitive landscape.
Coniq’s product suite was further strengthened by key enhancements, such as the introduction of Geofence Dynamic Notifications and the development of Group Goals and Friends & Family features. These initiatives, along with improvements in Conditional Content and Custom Fields, have not only enhanced user engagement but also streamlined campaign execution, resulting in more efficient and scalable solutions for our clients. 

Page 1

 
CODILINK UK LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties
 
Principal Risks / Uncertainties
Mitigation / Comment
The risk of intense competition in the loyalty solutions market poses a threat to Coniq's market share and profitability
Strategic partnerships and alliances have been formed to leverage complementary technologies and strengthen its position in the market.The business continues to stay ahead of market trends by investing in ongoing research and development. Coniq fosters a culture of innovation, continuously enhancing its products and services. 
The risks posed by Data Security and Privacy. The business holds multiple millions of customer data records which are at risk of cyber attack, data breach or regulatory non-compliance. Any such breach exposes the business to reputational damage and legal consequences. 
During the reporting period the business has adopted robust security measures such as advanced security protocols, encryption methods, and multi-factor authentication to safeguard customer data. No data breaches or unauthorised access incidents were reported during the year. The business has successfully undertaken SOC2 certification and audit to further strengthen its data security and is working on mapping to ISO 27001.
There is a financial risk due to economic downturns, geopolitical uncertainties, and unforeseen events such as pandemics can disrupt consumer spending patterns and business operations. Fluctuations in currency exchange rates may also impact profitability, especially in international markets.
The business maintains a conservative financial strategy with sufficient liquidity to weather economic downturns by diversifying revenue streams across multiple geographic regions to mitigate exposure to regional economic risks. Coniq has established active accounts with currency traders to manage exchange rate exposure more effectively. We're ensuring that excessive foreign currency balances are not held and are using incoming FX receipts to make payments to suppliers in the same currency. This operational hedging approach helps us reduce the impact of exchange rate fluctuations on our financial performance.
The risk of relying on revenue from a few clients only. 
The business continues to diversify the client base by expanding into new markets and industries. It continuously nurtures existing client partnerships while actively seeking out new prospects. The company ensures that a diverse portfolio of clients are on multi-year contracts. It has been successful in retaining its clients, who consistently renew their contracts to minimise the risk of any churn. 
The risk of rapid technological advancements that may lead to the obsolescence of existing products or services
Coniq continues to invest in R&D, ensuring the platform stays at the forefront of industry innovation. Regular updates and integration of new technologies are part of the product development cycle, ensuring that the platform remains competitive and adaptable to evolving client needs.


Page 2

 
CODILINK UK LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

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
- 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 July 2025

Page 3

 
CODILINK UK LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

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 £894,178 (2023 - loss £2,220,817).

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 2024

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 July 2025

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 2024, 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 2024 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.
 
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 
The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:
 
Enquiry of management and those charged with governance around actual and potential litigation and claims; 
Reviewing minutes of meetings of those charged with governance;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; 
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.


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

1 August 2025
Page 8

 
CODILINK UK LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
As restated
2023
Note
£
£

  

Turnover
 4 
5,785,515
5,359,711

Cost of sales
  
(407,975)
(434,587)

Gross profit
  
5,377,540
4,925,124

Administrative expenses
  
(6,427,942)
(6,789,065)

Operating loss
 5 
(1,050,402)
(1,863,941)

Tax on loss
 9 
156,224
(356,876)

Loss for the financial year
  
(894,178)
(2,220,817)

  

Foreign exchange
  
(74,719)
7,355

Total comprehensive income for the year
  
(968,897)
(2,213,462)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(894,178)
(2,220,817)

  
(894,178)
(2,220,817)

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
(968,897)
(2,213,462)

  
(968,897)
(2,213,462)

The notes on pages 16 to 36 form part of these financial statements.

Page 9

 
CODILINK UK LIMITED
REGISTERED NUMBER: 06269999

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
As restated
2023
Note
£
£

Fixed assets
  

Intangible fixed assets
 11 
7,194,553
7,050,321

Tangible fixed assets
 12 
458,669
674,330

  
7,653,222
7,724,651

Current assets
  

Debtors
 14 
1,427,416
2,050,031

Cash at bank and in hand
 15 
1,318,315
2,259,178

  
2,745,731
4,309,209

Creditors: amounts falling due within one year
 16 
(1,812,470)
(2,453,853)

Net current assets
  
 
 
933,261
 
 
1,855,356

Total assets less current liabilities
  
8,586,483
9,580,007

Creditors: amounts falling due after more than one year
 17 
(232,381)
(328,506)

Net assets
  
8,354,102
9,251,501


Capital and reserves
  

Called up share capital 
 21 
1,283
1,283

Share premium account
 22 
19,755,799
19,755,799

Foreign exchange reserve
 22 
(30,790)
43,929

Share based payment reserve
 23 
253,202
181,704

Profit and loss account
 22 
(11,625,392)
(10,731,214)

  
8,354,102
9,251,501


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 July 2025

The notes on pages 16 to 36 form part of these financial statements.

Page 10

 
CODILINK UK LIMITED
REGISTERED NUMBER: 06269999

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
As restated
2023
Note
£
£

Fixed assets
  

Intangible fixed assets
 11 
7,194,553
7,050,321

Tangible fixed assets
 12 
453,081
675,179

Investments
 13 
217,737
217,737

  
7,865,371
7,943,237

Current assets
  

Debtors
 14 
1,275,210
1,957,517

Cash at bank and in hand
 15 
1,095,643
2,094,957

  
2,370,853
4,052,474

Creditors: amounts falling due within one year
 16 
(1,687,728)
(2,340,423)

Net current assets
  
 
 
683,125
 
 
1,712,051

Total assets less current liabilities
  
8,548,496
9,655,288

  

Creditors: amounts falling due after more than one year
 17 
(196,626)
(258,604)

  

Net assets
  
8,351,870
9,396,684


Capital and reserves
  

Called up share capital 
 21 
1,283
1,283

Share premium account
 22 
19,755,799
19,755,799

Other reserves
 22 
253,202
181,704

Profit and loss account
 22 
(11,658,414)
(10,542,102)

  
8,351,870
9,396,684


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 July 2025

The notes on pages 16 to 36 form part of these financial statements.

Page 11

 
CODILINK UK LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


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

£
£
£
£
£
£

At 1 January 2024 (as previously stated)
1,283
19,755,799
43,929
-
(10,447,288)
9,353,723

Prior year adjustment
-
-
-
181,704
(283,926)
(102,222)

At 1 January 2024 (as restated)
1,283
19,755,799
43,929
181,704
(10,731,214)
9,251,501



Loss for the year
-
-
-
-
(894,178)
(894,178)

Foreign exchange
-
-
(74,719)
-
-
(74,719)

Share option charge
-
-
-
71,498
-
71,498


At 31 December 2024
1,283
19,755,799
(30,790)
253,202
(11,625,392)
8,354,102


The notes on pages 16 to 36 form part of these financial statements.


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


Called up share capital
Share premium account
Foreign exchange reserve
Other reserves
Profit and loss account

£
£
£
£
£

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



Loss for the year
-
-
-
-
(2,220,817)

Foreign exchange
-
-
7,355
-
-

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

Share option charge
-
-
-
181,704
-


At 31 December 2023
1,283
19,755,799
43,929
181,704
(10,731,214)


Total equity

£

At 1 January 2023
9,653,828



Loss for the year
(2,220,817)

Foreign exchange
7,355

Shares issued during the year
1,629,431

Share option charge
181,704


At 31 December 2023
9,251,501


The notes on pages 16 to 36 form part of these financial statements.

Page 12

 
CODILINK UK LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


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

£
£
£
£
£

At 1 January 2024 (as previously stated)
1,283
19,755,799
-
(10,258,176)
9,498,906

Prior year adjustment
-
-
181,704
(283,926)
(102,222)

At 1 January 2024 (as restated)
1,283
19,755,799
181,704
(10,542,102)
9,396,684



Loss for the year
-
-
-
(1,116,312)
(1,116,312)

Share option charge
-
-
71,498
-
71,498


At 31 December 2024
1,283
19,755,799
253,202
(11,658,414)
8,351,870


The notes on pages 16 to 36 form part of these financial statements.


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


Called up share capital
Share premium account
Other reserves
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
-
-
-
(2,224,197)
(2,224,197)

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

Share option charge
-
-
181,704
-
181,704


At 31 December 2023
1,283
19,755,799
181,704
(10,542,102)
9,396,684


The notes on pages 16 to 36 form part of these financial statements.

Page 13

 
CODILINK UK LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
As restated
2023
£
£

Cash flows from operating activities

Loss for the financial year
(894,178)
(2,220,817)

Adjustments for:

Share-based payment expense
71,498
181,704

Amortisation of intangible assets
1,477,990
1,163,574

Taxation charge
(156,224)
356,876

Decrease/(increase) in debtors
414,064
(439,520)

(Decrease) in creditors
(811,995)
(645,675)

Increase in provisions
-
96,316

Corporation tax received
203,702
541,188

Foreign exchange
(13,349)
(42,865)

Net cash generated from operating activities

291,508
(1,009,219)


Cash flows from investing activities

Purchase of intangible fixed assets
(1,161,502)
(1,357,542)

Purchase of tangible fixed assets
(245,076)
-

Net cash from investing activities

(1,406,578)
(1,357,542)

Cash flows from financing activities

Issue of ordinary shares
-
1,629,378

Repayment of/new finance leases
174,207
771,579

Net cash used in financing activities
174,207
2,400,957

Net (decrease)/increase in cash and cash equivalents
(940,863)
34,196

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

Cash and cash equivalents at the end of year
1,318,315
2,259,178


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,318,315
2,259,178

1,318,315
2,259,178


The notes on pages 16 to 36 form part of these financial statements.

Page 14

 
CODILINK UK LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024





At 1 January 2024
Cash flows
Repayment of finance leases
At 31 December 2024
£

£

£

£

Cash at bank and in hand

2,259,178

(940,863)

-

1,318,315

Finance leases

(293,209)

-

117,552

(175,657)


1,965,969
(940,863)
117,552
1,142,658

The notes on pages 16 to 36 form part of these financial statements.

Page 15

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

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 2024

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 2024

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

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Page 18

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.10

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.


 
2.11

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.

 
2.12

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.

Page 19

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.12
Tangible fixed assets (continued)

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.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

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.

 
2.15

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.

 
2.16

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.

 
2.17

Financial instruments

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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
Page 20

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.17
Financial instruments (continued)

equivalents, trade and most other debtors 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 21

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Turnover

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


2024
2023
£
£

Sales
5,785,515
5,359,711

5,785,515
5,359,711


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
5,785,515
5,359,711

5,785,515
5,359,711



5.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Depreciation
469,798
342,535

Exchange differences
20,104
43,683

Other operating lease rentals
318,754
263,862

Amortisation
1,017,270
821,039


6.


Auditors' remuneration

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


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
19,400
18,000

Fees payable in respect of:

Corporation tax compliance
2,600
2,300

R&D
-
8,100

Page 22

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Employees

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


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
2,493,011
2,415,003
759,649
1,089,223

Social security costs
329,058
323,289
227,315
240,337

Cost of defined contribution scheme
30,056
34,225
30,056
34,225

2,852,125
2,772,517
1,017,020
1,363,785


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



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Employees
63
60
63
60


8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
387,723
439,251

387,723
439,251


A Director, B Chesser, is the highest paid Director and 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 (2023 - Nil) 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 (2023 - £Nil).

Page 23

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
(156,224)
(149,884)

Adjustments in respect of previous periods
-
506,760


Total current tax
(156,224)
356,876


Taxation on profit/(loss) on ordinary activities
(156,224)
356,876
Page 24

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
9.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(1,050,402)
(1,863,941)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
(262,601)
(371,620)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
18,544
2,615

Fixed asset differences
116,202
68,336

Additional deduction for R&D expenditure
(184,076)
(153,541)

Surrender of tax losses for R&D tax credit refund
234,336
162,192

Remeasurement of deferred tax
-
(8,484)

Deferred tax not recognised
36,565
150,618

Adjustments in respect of prior periods
-
506,760

Adjustments to losses
(115,194)
-

Total tax charge for the year
(156,224)
356,876


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 £1,116,312 (2023 - loss £2,224,197).

Page 25

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Intangible assets

Group





Development expenditure

£



Cost


At 1 January 2024
12,446,716


Additions
1,161,502



At 31 December 2024

13,608,218



Amortisation


At 1 January 2024
5,396,395


Charge for the year
1,017,270



At 31 December 2024

6,413,665



Net book value



At 31 December 2024
7,194,553



At 31 December 2023
7,050,321



Page 26

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
           11.Intangible assets (continued)

Company




Development expenditure

£



Cost


At 1 January 2024
12,054,334


Additions
1,161,502



At 31 December 2024

13,215,836



Amortisation


At 1 January 2024
5,004,013


Charge for the year
1,017,270



At 31 December 2024

6,021,283



Net book value



At 31 December 2024
7,194,553



At 31 December 2023
7,050,321

Page 27

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Tangible fixed assets

Group






Fixtures and fittings
Office equipment
Famoco Scanners
Other fixed assets
Total

£
£
£
£
£



Cost or valuation


At 1 January 2024
78,082
164,559
1,051,312
1,513,153
2,807,106


Additions
-
18,701
225,152
1,223
245,076


Disposals
-
(17)
-
-
(17)


Exchange adjustments
895
8,183
-
-
9,078



At 31 December 2024

78,977
191,426
1,276,464
1,514,376
3,061,243



Depreciation


At 1 January 2024
60,852
151,327
428,602
1,491,995
2,132,776


Charge for the year
-
9,638
451,082
-
460,720


Exchange adjustments
(5,142)
15,069
-
(849)
9,078



At 31 December 2024

55,710
176,034
879,684
1,491,146
2,602,574



Net book value



At 31 December 2024
23,267
15,392
396,780
23,230
458,669



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

Page 28

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

           12.Tangible fixed assets (continued)


Company






Fixtures and fittings
Office equipment
Famoco Scanners
Other fixed assets
Total

£
£
£
£
£

Cost or valuation


At 1 January 2024
77,187
156,377
1,051,312
1,513,153
2,798,029


Additions
-
3,207
225,152
1,223
229,582


Exchange adjustments
895
8,183
-
-
9,078



At 31 December 2024

78,082
167,767
1,276,464
1,514,376
3,036,689



Depreciation


At 1 January 2024
65,994
136,259
428,602
1,491,995
2,122,850


Charge for the year on owned assets
-
598
451,082
-
451,680


Exchange adjustments
(5,142)
15,069
-
(849)
9,078



At 31 December 2024

60,852
151,926
879,684
1,491,146
2,583,608



Net book value



At 31 December 2024
17,230
15,841
396,780
23,230
453,081



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






Page 29

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
217,737



At 31 December 2024
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 2024 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
(48,703)
56,555

Coniq Inc
(91,131)
29,889

Codilink FZE
51,268
(15,612)

Codilink Dooel Skopje
(38,752)
9,501

Page 30

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Debtors

Group
Group
Company
Company
2024
As restated
2023
2024
As restated
2023
£
£
£
£



Trade debtors
566,360
911,140
566,360
911,139

Amounts owed by group undertakings
-
-
144,832
144,128

Other debtors
136,529
120,273
108,411
97,214

Prepayments and accrued income
463,774
549,314
299,383
445,110

Tax recoverable
156,224
359,926
156,224
359,926

Deferred taxation
104,529
109,378
-
-

1,427,416
2,050,031
1,275,210
1,957,517



15.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
1,318,315
2,259,178
1,095,643
2,094,957

1,318,315
2,259,178
1,095,643
2,094,957



16.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Trade creditors
263,152
371,163
252,340
362,977

Corporation tax
343
206
-
-

Other taxation and social security
147,578
486,742
92,038
431,444

Obligations under finance lease and hire purchase contracts
175,657
231,231
175,657
231,231

Other creditors
353,187
421,986
308,558
383,891

Accruals and deferred income
872,553
942,525
859,135
930,880

1,812,470
2,453,853
1,687,728
2,340,423


Page 31

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

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

Other creditors
428
57,083
-
-

Accruals and deferred income
231,953
209,445
196,626
196,626

232,381
328,506
196,626
258,604





18.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Within one year
175,657
231,231
175,657
231,231

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

175,657
293,209
175,657
293,209


19.


Financial instruments

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Financial assets

Financial assets measured at amortised cost
702,889
1,031,413
819,603
1,152,481

Cash and cash equivalents
1,318,315
2,259,178
1,095,643
2,094,957

2,021,204
3,290,591
1,915,246
3,247,438


Financial liabilities

Financial liabilities measured at amortised cost
1,407,282
1,665,628
1,234,494
1,526,371


Financial assets measured at amortised cost comprise of trade debtors, amounts owed to group and other debtors.


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

Page 32

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

20.


Deferred taxation


Group



2024


£






At beginning of year
109,378


Charged to profit or loss
(4,849)



At end of year
104,529

Company


2024






At end of year
-
Group
Group
2024
2023
£
£

Accelerated capital allowances
104,529
109,378

104,529
109,378


21.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



11,189 (2023 - 11,189) A preference shares of £0.01 each
112
112
5,368 (2023 - 5,368) B preference shares of £0.01 each
54
54
13,756 (2023 - 13,756) D preference shares of £0.01 each
138
138
8,890 (2023 - 8,890) E preference shares of £0.01 each
89
89
8,801 (2023 - 8,801) F preference shares of £0.01 each
88
88
58,860 (2023 - 58,860) Ordinary shares of £0.01 each
588
588
21,369 (2023 - 21,369) B Ordinary shares of £0.01 each
214
214

1,283

1,283


Page 33

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

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.

Other reserves

The other reserves is the share option charge. 

Profit and loss account

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

Page 34

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

23.


Share-based payments

In 2023, the Company issued equity settled share options under an Enterprise Management Incentive scheme. The options are subject to various vesting conditions and may not be exercised until these have been met. 

Weighted average exercise price (pounds)
2024
Number
2024
Weighted average exercise price (pounds)
2023
Number
2023

Outstanding at the beginning of the year

150

1,670

150
 
1,670
 
Outstanding at the end of the year
150

1,670

150
 
1,670
 

2024
2023

Option pricing model used


Black-Scholes

Black-Scholes
 
Weighted average share price (pounds)


314

314
 
Exercise price (pounds)


150

150
 
Weighted average contractual life (years)


4

4
 
Expected volatility


57.5

57.5
 
Risk-free interest rate


3,25

3,25
 

2024
2023
£
£


Equity-settled schemes
71,498
181,704

71,498
181,704


24.


Prior year adjustment

During the year it was identified that a trade debtor balance totalling £102,222 relating to the year ended 31 December 2023 should have been written off as a bad debt in that year. This error has been corrected by restating the comparative figures. The effect on the comparatives is that the bad debt expense has increased by £102,222, the trade debtor balance has reduced by £102,222 and retained earnings have reduced by £102,222.
During the year it was identified that a share options charge totalling £181,704 relating to the year ended 31 December 2023 should have been expensed to the profit and loss during that year. This error has been corrected by restating the comparative figures. The effect on the comparatives is that the share options charge has increased by £181,704, other reserves have increased by £181,704 and retained earnings have reduced by £181,704.

Page 35

 
CODILINK UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

25.


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 £30,056 (2023: £34,225). Contributions totalling £7,646 (2023: £8,744) were payable to the fund at the balance sheet date and are included in creditors.


26.


Commitments under operating leases

At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating lease of £Nil (2023: £Nil). 


27.


Related party transactions

There are no related party transactions to disclose.

Page 36