Cody Management Services Ltd Group accounts (Group and Company)

COMPANY REGISTRATION NUMBER: 13288649

CODY MANAGEMENT SERVICES LTD

FINANCIAL STATEMENTS

FOR THE PERIOD ENDED

30 September 2024

CODY MANAGEMENT SERVICES LTD

FINANCIAL STATEMENTS

PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2024

Contents	Page

Officers and professional advisers	1

Strategic report	2

Directors' report	5

Independent auditor's report to the members	8

Consolidated statement of comprehensive income	12

Consolidated statement of financial position	13

Company statement of financial position	14

Consolidated statement of changes in equity	15

Company statement of changes in equity	16

Consolidated statement of cash flows	17

Notes to the financial statements	18

CODY MANAGEMENT SERVICES LTD

OFFICERS AND PROFESSIONAL ADVISERS

The board of directors	M A Jones (Resigned 10 July 2024)
	J C Kilgour (Resigned 31 May 2024)
	S Whatley
	A M Bascombe (Appointed 29 July 2024)
	D F Kinane (Served from 1 June 2024 to 10 July 2024)

Registered office	The Stables
	Peper Harow
	Godalming
	GU8 6BQ

Auditor	Streets Audit LLP
	Chartered accountants & statutory auditor
	Windsor House
	A1 Business Park at
	Long Bennington
	Notts
	NG23 5JR

CODY MANAGEMENT SERVICES LTD

STRATEGIC REPORT

PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2024

We aim to present a balanced and comprehensive view of the development and performance of our business during the period and its position at the year end. Business review As expected, dedicated Covid testing ceased to a service that was in demand from individuals and corporate alike. The group devoted resources to invest in research and development in order to apply the transformational advancements achieved in Covid testing to other diagnostic tests in a mobile lab environment in areas such as animal diseases, other human pandemic such as Monkey Pox, and tracking and identifying disease from groups of people impacted by natural or man-made disasters. However, these initiatives did not lead to the development of a profitable business and the company went through a reorganisation and repositioning. Along with a divestment of a discrete business unit, the company was acquired by a new parent in July 2024. The group continues to explore ways to exploit its assets, know and brands in order to maximise the return to shareholders. Operating performance Consolidated revenue for the period under review was £2.6 million (£46.3 million, 2022/23). The operating loss achieved amounted to £7.6 million (£17 million, 2022/23) and after-tax losses for the period amounted to £7.7 million (£14 million, 2022/23). Principal risks and uncertainties The group continually reviews the risks that may impact its business. The group is still required to adhere to various laws and regulations applicable to its assets and activities. The key risks, to the extent possible, have been mitigated through rigorous attention to asset security via the use of blue-chip third-party service providers. Strategy execution The group's core strategy entailed: - Collaboration with organisations to create tailored solutions for specific business needs; and - Accelerating innovation and digital transformation initiatives. General Key Performance Indicators The group's KPIs aligned the requirement to maintain asset security with regulatory requirements and the need to provide stakeholders with returns commensurate with the business operations. Section 172(1) Statement During the period the Board considers as individuals and collectively that it has acted in a way it considers, in good faith, would; - most likely promote the success of the group for the benefit of all of its stakeholders, including, but not limited to, its members, employees, suppliers and customers; - mitigate the impact of the group's operations on the community and the environment; enable the group to maintain a reputation for high standards of business conduct. Directors' duties Directors have been briefed on their duties with access to professional advice from the group's professional advisors. On group secretarial matters, where necessary, they have been supported by external independent advisors. The Directors fulfilled their duties in part through a governance framework that included delegation of certain day-to-day decision making to senior employees, and various management committees. Risk Management Due to the rapidly changing nature of the group's business environment the management of its business and risk is accordingly changing in response. It is therefore necessary for the Directors' approach to risk management to evolve continually to identify, evaluate, manage and mitigate effectively the risks faced. The potential risks and uncertainties that could have a material impact on the performance of the group are: Asset security and the diminution of asset values The Directors regularly identify, monitor, and ensure appropriate processes are in place to mitigate potential risks and uncertainties relating to asset security and the degradation of their value; Financial and liquidity Risk The Directors regularly undertake forecasting to identify the group's liquidity requirements and to ensure that sufficient financial headroom exists for at least a forward 12-month period; Economic Risk There is always the possibility that an economic downturn or changes to regulation could affect the business negatively. Where possible, the Directors regularly identify, monitor, and ensure appropriate processes and actions are in place to mitigate such potential risks and uncertainties; Credit Risk The group monitors credit risk closely and considers that its current policies of credit checks and applications of credit limits meet its objectives of managing exposure to credit risk. The group has no significant concentrations of credit risk; Regulatory Risk The group monitors regulatory risk on an ongoing basis and has both internal and third-party advisors to help it comply to the necessary standards. Investors The Board meets informally at least monthly and have formal meetings when required from a legal or business perspective. The Board recognises the importance of continuing an effective and transparent dialogue with shareholders, suppliers, customers and others. Suppliers, customers and others The group is committed to acting ethically and with integrity in all its business dealings and relationships. The Board looks to implement and enforce effective systems and controls to ensure its supply chains are maintaining the highest standard of business conduct in line with best practice including in relation to anti- bribery and modern slavery. The Board identifies and re-evaluates its stakeholders regularly to facilitate effective communication with them. The interests of the group's employees The Board promotes effective engagement with the group's workforce. The Board regularly interacts with all senior executives to gain insights into group affairs and to offer direction and advice as and when required. Regular briefing meetings are held to keep employees abreast of group results and performance, new developments, department overviews and insights.

This report was approved by the board of directors on 29 August 2025 and signed on behalf of the board by:

A M Bascombe

Director

Registered office:

The Stables

Peper Harow

Godalming

GU8 6BQ

CODY MANAGEMENT SERVICES LTD

DIRECTORS' REPORT

PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2024

The directors present their report and the financial statements of the group for the period ended 30 September 2024 .

Directors

The directors who served the company during the period were as follows:

S Whatley
A M Bascombe	(Appointed 29 July 2024)
M A Jones	(Resigned 10 July 2024)
J C Kilgour	(Resigned 31 May 2024)
D F Kinane	(Served from 1 June 2024 to 10 July 2024)

Dividends

Particulars of recommended dividends are detailed in note 12 to the financial statements.

Greenhouse gas emissions and energy consumption

	Unit	30 Sep 24	31 Mar 23
Emissions resulting from the purchase of electricity by the group for its own use	tCO2e	–	14
Emissions resulting from the use of owned transport by the group for its own use	tCO2e	–	4
		----	----
Total emissions	tCO2e	–	18
Total energy consumption	kWh	–	60,563
Intensity metric - tonnes CO2e per FTE		-	0.06
		----	--------

Methodologies for energy and emissions calculations

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol - Corporate Standard and have used the 2020 UK Government's Conversion Factors for Company Reporting.

Principal measures taken to increase energy efficiency

- As the vans used for our operations reach the end of their useful life, we have committed to replacing them with energy efficient vehicles such as electric where practical. - Our clinical waste goes to incinerating facilities which generates electricity. - We replace obsolete lighting units with energy efficient lighting. - The oil-fired boilers located at the central office are regularly serviced to ensure maximum efficiency. We are unable to replace these as they arc landlord controlled. - We buy our electricity from green and renewably generated sources where possible. Intensity measurement The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per FTE staff member.

Information not included for 2024

For the period ended 30 September 2024, the company did not consume 40,000kWh or more of energy in the UK. Therefore no disclosure for the 2024 period.

Employment of disabled persons

The directors recognise their responsibilities towards disabled persons and do not discriminate against them, either in terms of job offers of career prospects. If employees become disabled, every effort is made to ensure their continued employment.

Employee involvement

The Board promotes effective engagement with the company's workforce. The Board regularly interacts with all senior executives to gain insights into company affairs and to offer direction and advice as and when required. Regular briefing meetings are held to keep employees abreast of company results and performance, new developments and insights. The Directors are able to monitor this engagement as they sit amongst the employees located at the company's central office. A range of additional employee benefits such as a medical scheme, enhanced maternity and paternity benefits, and schemes introduced that promote both physical and mental health to ensure that employees are well looked after, both physically and mentally.

Other matters

On 4 July 2024 the company changed its name from Cignpost Investments Limited to Cody Management Services Ltd.

Disclosure of information in the strategic report

The company has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the company's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and the company and the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent. 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.

This report was approved by the board of directors on 29 August 2025 and signed on behalf of the board by:

A M Bascombe

Director

Registered office:

The Stables

Peper Harow

Godalming

GU8 6BQ

CODY MANAGEMENT SERVICES LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CODY MANAGEMENT SERVICES LTD

PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2024

Opinion

We have audited the financial statements of Cody Management Services Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 September 2024 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 30 September 2024 and of the group's loss for the period then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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 auditor's 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 UK, including the FRC’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.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. Our 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinions 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 strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

- the 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 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, 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.

Auditor's 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 auditor’s 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 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: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was that we identified the material laws and regulations applicable to the company through discussions with management, and from our commercial knowledge and experience of the company and various sectors in which it operates. We then assessed the extent of compliance with these laws and regulations through making enquiries of of management. We then assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls we tested journal entries to identify unusual transactions, we assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 3 were indicative of potential bias; and we investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to agreeing financial statement disclosures to underlying supporting documentation, reading the minutes of meetings of those charged with governance, reviewing correspondence with HMRC and relevant regulators. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. 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 auditor’s 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 2006. Our 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 auditor's 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.

Georgina Gale

(Senior Statutory Auditor)

For and on behalf of

Streets Audit LLP

Chartered accountants & statutory auditor

Windsor House

A1 Business Park at

Long Bennington

Notts

NG23 5JR

10 September 2025

CODY MANAGEMENT SERVICES LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2024

		Period from
		1 Apr 23 to	Year to
		30 Sep 24	31 Mar 23
Note		£	£
Turnover	4	2,574,128	46,257,214

Cost of sales	( 1,263,653)	( 25,381,854)
	------------	-------------
Gross profit	1,310,475	20,875,360

Distribution costs		–	( 3,293,531)
Administrative expenses		( 8,981,324)	( 35,852,157)
Restructuring transactions		–	1,224,766
		------------	-------------
Operating loss	5	( 7,670,849)	( 17,045,562)

Other interest receivable and similar income	9	217,216	3,744
Interest payable and similar expenses	10	( 183,736)	( 18,788)
		------------	-------------
Loss before taxation		( 7,637,369)	( 17,060,606)

Tax on loss	11	( 8,840)	3,013,166
		------------	-------------
Loss for the financial period		( 7,646,209)	( 14,047,440)
		------------	-------------

Foreign currency retranslation	( 92,029)	73,561
	------------	-------------
Total comprehensive income for the period	( 7,738,238)	( 13,973,879)
	------------	-------------

All the activities of the group are from continuing operations.

CODY MANAGEMENT SERVICES LTD

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

30 September 2024

	30 Sep 24	31 Mar 23
Note	£	£

Fixed assets

Intangible assets	13	–	50,000
Tangible assets	14	38,241	2,524,615
		--------	------------
		38,241	2,574,615

Current assets

Stocks	16	–	131,775
Debtors	17	879,486	3,735,045
Cash at bank and in hand		142,415	13,383,526
		------------	-------------
		1,021,901	17,250,346

Creditors: amounts falling due within one year	18	( 413,440)		( 7,203,756)
		------------		-------------
Net current assets			608,461	10,046,590
			---------	-------------
Total assets less current liabilities			646,702	12,621,205
			---------	-------------
Net assets			646,702	12,621,205
			---------	-------------

Capital and reserves

Called up share capital	21	607	607
Profit and loss account	22	646,095	12,620,598
		---------	-------------
Shareholders funds		646,702	12,621,205
		---------	-------------

These financial statements were approved by the board of directors and authorised for issue on 29 August 2025 , and are signed on behalf of the board by:

A M Bascombe

Director

Company registration number: 13288649

CODY MANAGEMENT SERVICES LTD

COMPANY STATEMENT OF FINANCIAL POSITION

30 September 2024

	30 Sep 24	31 Mar 23
Note	£	£

Fixed assets

Investments	15		539	51,256

Current assets

Debtors	17	48,942	1,403
Cash at bank and in hand		44,897	12,970,470
		--------	-------------
		93,839	12,971,873

Creditors: amounts falling due within one year	18	( 68,777)		( 11,946,520)
		--------		-------------
Net current assets			25,062	1,025,353
			--------	------------
Total assets less current liabilities			25,601	1,076,609
			--------	------------
Net assets			25,601	1,076,609
			--------	------------

Capital and reserves

Called up share capital	21	607	607
Profit and loss account	22	24,994	1,076,002
		--------	------------
Shareholders funds		25,601	1,076,609
		--------	------------

The profit for the financial period of the parent company was £ 3,185,257 (2023: £ 71,275 loss).

These financial statements were approved by the board of directors and authorised for issue on 29 August 2025 , and are signed on behalf of the board by:

A M Bascombe

Director

Company registration number: 13288649

CODY MANAGEMENT SERVICES LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2024

			Called up share capital	Profit and loss account	Total
			£	£	£
At 30 March 2022			607	31,594,477	31,595,084

Loss for the period				( 14,047,440)	( 14,047,440)
Other comprehensive income for the period:
	Foreign currency retranslation		–	73,561	73,561
			----	-------------	-------------
Total comprehensive income for the period			–	( 13,973,879)	( 13,973,879)

Dividends paid and payable		12	–	( 5,000,000)	( 5,000,000)
			----	-------------	-------------
Total investments by and distributions to owners			–	( 5,000,000)	( 5,000,000)

At 31 March 2023			607	12,620,598	12,621,205

Loss for the period				( 7,646,209)	( 7,646,209)
Other comprehensive income for the period:
	Foreign currency retranslation		–	( 92,029)	( 92,029)
			----	-------------	-------------
Total comprehensive income for the period			–	( 7,738,238)	( 7,738,238)

Dividends paid and payable		12	–	( 4,236,265)	( 4,236,265)
			----	------------	------------
Total investments by and distributions to owners			–	( 4,236,265)	( 4,236,265)

			----	------------	------------
At 30 September 2024			607	646,095	646,702
			----	------------	------------

CODY MANAGEMENT SERVICES LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2024

		Called up share capital	Profit and loss account	Total
		£	£	£
At 30 March 2022		607	6,147,277	6,147,884

Loss for the period			( 71,275)	( 71,275)
		----	------------	------------
Total comprehensive income for the period		–	( 71,275)	( 71,275)

Dividends paid and payable	12	–	( 5,000,000)	( 5,000,000)
		----	------------	------------
Total investments by and distributions to owners		–	( 5,000,000)	( 5,000,000)

At 31 March 2023		607	1,076,002	1,076,609

Profit for the period			3,185,257	3,185,257
		----	------------	------------
Total comprehensive income for the period		–	3,185,257	3,185,257

Dividends paid and payable	12	–	( 4,236,265)	( 4,236,265)
		----	------------	------------
Total investments by and distributions to owners		–	( 4,236,265)	( 4,236,265)

		----	------------	------------
At 30 September 2024		607	24,994	25,601
		----	------------	------------

CODY MANAGEMENT SERVICES LTD

CONSOLIDATED STATEMENT OF CASH FLOWS

PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2024

	30 Sep 24	31 Mar 23
	£	£

Cash flows from operating activities

Loss for the financial period	( 7,646,209)	( 14,047,440)

Adjustments for:
Depreciation of tangible assets	2,416,375	2,110,386
Impairment of tangible assets	18,644	( 539,036)
Amortisation of intangible assets	–	707,170
Impairment of intangible assets	50,000	–
Other interest receivable and similar income	( 217,216)	( 3,744)
Interest payable and similar expenses	183,736	18,788
(Gains)/loss on disposal of tangible assets	( 98,297)	802,111
Loss on disposal of intangible assets	–	85,095
Unrealised foreign currency gains	(43,709)	–
Tax on profit/(loss)	8,840	( 3,013,166)
Accrued income	( 2,757,676)	( 18,163,166)

Changes in:
Stocks	131,775	3,269,853
Trade and other debtors	2,855,559	8,053,595
Trade and other creditors	( 4,032,640)	( 11,619,302)
Provisions and employee benefits	–	( 221,441)
	------------	-------------
Cash generated from operations	( 9,130,818)	( 32,560,297)

Interest paid	( 183,736)	( 18,788)
Interest received	217,216	3,744
Tax paid	( 8,840)	( 337,391)
	------------	-------------
Net cash used in operating activities	( 9,106,178)	( 32,912,732)
	------------	-------------

Cash flows from investing activities

Purchase of tangible assets	( 34,248)	( 156,430)
Proceeds from sale of tangible assets	67,210	–
	------------	-------------
Net cash from/(used in) investing activities	32,962	( 156,430)
	------------	-------------

Cash flows from financing activities

Proceeds from loans from group undertakings	68,370	( 67,159)
Dividends paid	( 4,236,265)	( 5,000,000)
	------------	-------------
Net cash used in financing activities	( 4,167,895)	( 5,067,159)
	------------	-------------

Net decrease in cash and cash equivalents	( 13,241,111)	( 38,136,321)
Cash and cash equivalents at beginning of period	13,383,526	51,519,847
	-------------	-------------
Cash and cash equivalents at end of period	142,415	13,383,526
	-------------	-------------

CODY MANAGEMENT SERVICES LTD

NOTES TO THE FINANCIAL STATEMENTS

PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2024

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is The Stables, Peper Harow, Godalming, GU8 6BQ.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis. The financial statements are prepared in sterling, which is the functional currency of the entity.

Going concern

The Group continues to trade in health and wellness as it grows non-Covid sources of revenue. Given this significant change, the Group has incurred losses and is forecast to incur losses in the shorter-term. While the cessation of trading would completely eliminate the potential for future losses, the Directors and management team continue to develop future plans for the business. The directors are therefore satisfied that the use of the going concern basis is appropriate in the preparation of these financial statements.

Disclosure exemptions

There are no disclosure exemptions available for the group.

Consolidation

The financial statements consolidate the financial statements of the Group and all of its subsidiary undertakings. The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes. Where subsidiaries were incorporated during the accounting period management accounts have been used for the consolidation. The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not included its individual statement of comprehensive income.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant judgements The judgements (apart from those involving estimations) that management have made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: (i) Impairment of intangible fixed assets The directors have made assessments on the remaining value of website and software. In making their assessment, the directors have considered usage statistics and booking volumes, both historical and expected. (ii) Impairment of stock The directors make an estimate for certain stock lines for which the cost price may not be recoverable and provisioning may be required. Management considers the nature and condition of the stocks when making their assessment. Key sources of estimation uncertainty Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: (i) Useful economic lives of intangible and tangible assets The annual charge for amortisation for intangible assets and depreciation for tangible assets is sensitive to changes in the useful economic lives of the assets. The useful economic lives are re-assessed annually and obsolete items impaired or written off accordingly based upon the physical condition of the assets. See Notes 13 & 14 for the carrying amounts of intangible and tangible assets, and the associated accounting policy for the useful economic lives for each class of asset.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, usually on despatch of the goods. Revenue for the rendering of services is recognised in the accounting period in which the services are rendered and at the point at which the company has fulfilled its contractual obligations and the risks and rewards attaching to the sale have been transferred to the customer. For business to business income, when the outcome of a transaction involving the rendering of services can be reliably estimated, revenue is measured by reference to the stage of completion of the service transaction at the end of the reporting period. This is measured by number of tests completed in the period. For consumer testing income, revenue is recognised upon completion of the test. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date. Deferred tax is recognised in respect of all material timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account. The financial statements of the subsidiaries of the parent company are translated to the presentational currency of these consolidated financial statements prior to consolidation. For each year the subsidiaries are presented in the consolidated financial statements (including comparatives) the assets and liabilities are translated at the closing rate, the profit and loss account is translated at the average rate, and share capital is translated at the historical rate. All resulting exchange differences on translation of the subsidiaries are recognised directly in the profit and loss reserve.

Intangible assets

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Intangible assets acquired as part of a business combination are recorded at the fair value at the acquisition date.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

Goodwill	-	Indefinite
Website costs	-	Straight line over 36 months

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Leasehold property improvements	-	Straight line over 36 months
Medical equipment	-	Straight line over 36 months
Fixtures and fittings	-	Straight line over 36 months
Motor vehicles	-	Straight line over 36 months
Computer equipment	-	Straight line over 36 months

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

Stocks

Consumable stocks are measured at the lower of cost and net realisable value, on an average cost basis. Cost includes all purchase, costs of conversion, and other costs incurred in bringing the stock to its present location and condition. Due allowance is made for obsolete and slow moving items.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense.

Financial instruments

The company only holds basic financial instruments as defined in FRS 102. The financial assets and financial liabilities of the company and their measurement basis are as follows: Financial assets - trade and other debtors are basic financial instruments and are debt instruments measured at amortised cost. Prepayments are not financial instruments. Cash at bank is classified as a basic financial instrument and is measured at amortised cost. Financial liabilities - trade creditors and other creditors are financial instruments, and are measured at amortised cost. Taxation and social security are not included in the financial instruments disclosure definition.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.

4. Turnover

Turnover arises from:

	Period from
	1 Apr 23 to	Year to
	30 Sep 24	31 Mar 23
	£	£
Sale of goods	–	278,794
Rendering of services	2,574,128	45,978,420
	------------	-------------
	2,574,128	46,257,214
	------------	-------------

The turnover is attributable to the one principal activity of the group. An analysis of turnover by the geographical markets that substantially differ from each other is given below:

	Period from
	1 Apr 23 to	Year to
	30 Sep 24	31 Mar 23
	£	£
United Kingdom	2,574,128	42,537,364
Overseas	–	3,719,850
	------------	-------------
	2,574,128	46,257,214
	------------	-------------

5. Operating loss

Operating profit or loss is stated after charging/crediting:

	Period from
	1 Apr 23 to	Year to
	30 Sep 24	31 Mar 23
	£	£
Amortisation of intangible assets	–	707,170
Depreciation of tangible assets	2,416,375	2,110,386

Impairment of intangible assets recognised in:

Administrative expenses	50,000	–

Impairment of tangible assets recognised in:

	Administrative expenses	18,644	(539,036)
(Gains)/loss on disposal of tangible assets		( 98,297)	802,111
Loss on disposal of intangible assets		–	85,095
Impairment of trade debtors		4,297	–
Foreign exchange differences		( 43,709)	135,500
Operating lease costs		312,791	330,036
		------------	------------

6. Auditor's remuneration

	Period from
	1 Apr 23 to	Year to
	30 Sep 24	31 Mar 23
	£	£
Fees payable for the audit of the financial statements	20,000	38,500
	--------	--------

Fees payable to the company's auditor and its associates for other services:

Taxation advisory services	44,055	20,943
	--------	--------

7. Staff costs

The average number of persons employed by the group during the period, including the directors, amounted to:

	30 Sep 24	31 Mar 23
	No.	No.
Production staff	28	275
Administrative staff	4	37
Management staff	2	2
	----	----
	34	314
	----	----

The aggregate payroll costs incurred during the period, relating to the above, were:

	Period from
	1 Apr 23 to	Year to
	30 Sep 24	31 Mar 23
	£	£
Wages and salaries	2,963,450	17,718,185
Social security costs	157,381	1,638,187
Other pension costs	35,598	574,885
	------------	-------------
	3,156,429	19,931,257
	------------	-------------

8. Directors' remuneration

The directors' aggregate remuneration in respect of qualifying services was:

	Period from
	1 Apr 23 to	Year to
	30 Sep 24	31 Mar 23
	£	£
Remuneration	303,508	1,112,323
Company contributions to defined contribution pension plans	–	2,340
	---------	------------
	303,508	1,114,663
	---------	------------

Remuneration of the highest paid director in respect of qualifying services:

	Period from
	1 Apr 23 to	Year to
	30 Sep 24	31 Mar 23
	£	£
Aggregate remuneration	85,800	677,973
	--------	---------

9. Other interest receivable and similar income

	Period from
	1 Apr 23 to	Year to
	30 Sep 24	31 Mar 23
	£	£
Interest on cash and cash equivalents	144,564	3,744
Other interest receivable and similar income	72,652	–
	---------	-------
	217,216	3,744
	---------	-------

10. Interest payable and similar expenses

	Period from
	1 Apr 23 to	Year to
	30 Sep 24	31 Mar 23
	£	£
Other interest payable and similar charges	183,736	18,788
	---------	--------

11. Tax on profit/(loss)

Major components of tax expense/(income)

	Period from
	1 Apr 23 to	Year to
	30 Sep 24	31 Mar 23
	£	£

Current tax:

UK current tax income	–	( 959,911)
Adjustments in respect of prior periods	–	( 1,099,350)
	----	------------
Total UK current tax	–	( 2,059,261)

Foreign current tax income	8,840	41,130
		------------
	-------	------------

Deferred tax:

Origination and reversal of timing differences	–	( 995,035)
	-------	------------
Tax on profit/(loss)	8,840	( 3,013,166)
	-------	------------

Reconciliation of tax expense/(income)

The tax assessed on the loss on ordinary activities for the period is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25 % (2023: 19 %).

	Period from
	1 Apr 23 to	Year to
	30 Sep 24	31 Mar 23
	£	£
Loss on ordinary activities before taxation	( 7,637,369)	( 17,060,606)
	------------	-------------
Loss on ordinary activities by rate of tax	( 1,909,342)	( 3,241,515)
Adjustment to tax charge in respect of prior periods	–	(308,875)
Effect of expenses not deductible for tax purposes	275,512	61,432
Effect of capital allowances and depreciation	–	141,757
Effect of different UK tax rates on some earnings	9,071	41,130
Remeaurement of deferred tax for changes in tax rates	( 343,305)	( 194,176)
Effect of research and development	–	( 691,954)
Movement in deferred tax not recognised	1,976,904	1,179,035
	------------	-------------
Tax on profit/(loss)	8,840	( 3,013,166)
	------------	-------------

12. Dividends

Dividends paid during the period (excluding those for which a liability existed at the end of the prior period):

	30 Sep 24	31 Mar 23
	£	£
Dividends on equity shares relating to line 1 in the shares issued page of cdb	4,236,265	–
	------------	----

13. Intangible assets

Group	Goodwill	Software and website	Total
	£	£	£
Cost
At 1 April 2023	50,000	6,262,366	6,312,366
Disposals	–	( 6,262,366)	( 6,262,366)
	--------	------------	------------
At 30 September 2024	50,000	–	50,000
	--------	------------	------------
Amortisation
At 1 April 2023	–	6,262,366	6,262,366
Disposals	–	( 6,262,366)	( 6,262,366)
Impairment losses	50,000	–	50,000
	--------	------------	------------
At 30 September 2024	50,000	–	50,000
	--------	------------	------------
Carrying amount
At 30 September 2024	–	–	–
	--------	------------	------------
At 31 March 2023	50,000	–	50,000
	--------	------------	------------

The company has no intangible assets.

14. Tangible assets

Group	Land and buildings	Medical equipment	Fixtures and fittings	Motor vehicles	Computer equipment	Total
	£	£	£	£	£	£
Cost
At 1 Apr 2023	44,086	3,653,297	134,500	1,934,475	848,073	6,614,431
Additions	–	26,046	–	8,202	–	34,248
Disposals	( 44,086)	( 249,368)	( 134,500)	( 553,534)	( 20,582)	( 1,002,070)
	--------	------------	---------	------------	---------	------------
At 30 Sep 2024	–	3,429,975	–	1,389,143	827,491	5,646,609
	--------	------------	---------	------------	---------	------------
Depreciation
At 1 Apr 2023	44,086	2,101,953	134,500	1,327,489	500,181	4,108,209
Charge for the period	–	1,493,545	–	578,549	344,281	2,416,375
Disposals	( 44,086)	( 219,777)	( 134,500)	( 516,895)	( 19,602)	( 934,860)
Impairment losses	–	18,644	–	–	–	18,644
	--------	------------	---------	------------	---------	------------
At 30 Sep 2024	–	3,394,365	–	1,389,143	824,860	5,608,368
	--------	------------	---------	------------	---------	------------
Carrying amount
At 30 Sep 2024	–	35,610	–	–	2,631	38,241
	--------	------------	---------	------------	---------	------------
At 31 Mar 2023	–	1,551,344	–	606,986	347,892	2,506,222
	--------	------------	---------	------------	---------	------------

The company has no tangible assets.

15. Investments

The group has no investments.

Company	Shares in group undertakings
	£
Cost
At 1 April 2023	51,256
Disposals	( 1)
	--------
At 30 September 2024	51,255
	--------
Impairment
At 1 April 2023	–
Impairment losses	50,716
	--------
At 30 September 2024	50,716
	--------

Carrying amount
At 30 September 2024	539
	--------
At 31 March 2023	51,256
	--------

Subsidiaries, associates and other investments

Details of the investments in which the parent company has an interest of 20% or more are as follows:

	Class of share	Percentage of shares held
Subsidiary undertakings
Cignpost Diagnostics Limited	Ordinary	100
Cignpost Diagnostics (NI) Limited	Ordinary	100
Cignpost Diagnostics (Scotland) Limited	Ordinary	100
Cignpost Diagnostics Holdings (Canada) Inc (dormant)	Ordinary	100
Cignpost Diagnostics Canada Inc	Ordinary	100
Cignpost Diagnostics (Irl) Limited	Ordinary	100
Cignpost Diagnostics USA Inc	Ordinary	100
Cignpost Insurance Services Limited (dormant)	Ordinary	100
Cisnpost Health Ltd (dormant)	Ordinary	100
Cignpost Consulting Limited (dormant)	Ordinary	100
Cignpost Medical Services Limited (dormant)	Ordinary	100

All of the above companies have been consolidated in the group financial statements and their principal activity is the provision of accurate and timely healthcare testing to promote early disease detection, prevention and intervention.

Of the above companies, Cignpost Diagnostics Limited, Cignpost Consulting Limited (now Cignpost Express Test Ltd), Cignpost Insurance Services Limited (now Albany Park Mortgages Limited), Cignpost Health Limited (now X92 Health Ltd) and Cignpost Medical Services Limited (dissolved 18 June 2024) are based in the UK. They share the same registered office as Cody Management Services Ltd.

Cignpost Diagnostics (NI) Limited (dissolved 25 June 2024) is based in Northern Ireland and its registered office is Blick Shared Studios, 3rd Floor, Front, 51 Malone Road, Belfast, County Antrim, Northern Ireland, BT9 6RY.

Cignpost Diagnostics (Scotland) Limited (dissolved 17 June 2025)is based in Scotland and its registered office is Radleigh House, 1 Golf Road, Clarkston, Glasgow, Scotland, G76 7HU. This company has claimed the exemption from audit under Section 479A of the Companies Act 2006 relating to subsidiary companies.

Cignpost Diagnostics (Irl) Limited (dissolved 17 February 2025) is based in Ireland and its registered office is 6th Floor, South Bank House, Barrow Street Dublin 4, Ireland.

Cignpost Diagnostics Holdings (Canada) Inc and Cignpost Diagnostics Canada Inc are based in Canada. The registered office of Cignpost Diagnostics Canada Holdings Inc is 500-7030 Woodbine Avenue, Markham, L3R 6G2, Ontario, Canada. The registered office of Cignpost Diagnostics Canada Inc is 151 Yonge Street, Suite 1500, Toronto, M5C 2W7, Ontario, Canada.

Cignpost Diagnostics USA Inc is based in the USA. The registered office is c/o The Global Accounting Solutions Inc, 400 W Wilson Bridge Road, Ste 230, Worthington, OH 43085, USA.

16. Stocks

	Group		Company
	30 Sep 24	31 Mar 23	30 Sep 24	31 Mar 23
	£	£	£	£
Raw materials and consumables	–	131,775	–	–
	----	---------	----	----

17. Debtors

	Group		Company
	30 Sep 24	31 Mar 23	30 Sep 24	31 Mar 23
	£	£	£	£
Trade debtors	2,771	610,075	–	–
Amounts owed by group undertakings	–	–	47,149	–
Prepayments and accrued income	3,727	339,547	–	–
Corporation tax repayable	870,883	2,406,321	–	–
Other debtors	2,105	379,102	1,793	1,403
	---------	------------	--------	-------
	879,486	3,735,045	48,942	1,403
	---------	------------	--------	-------

18. Creditors: amounts falling due within one year

	Group		Company
	30 Sep 24	31 Mar 23	30 Sep 24	31 Mar 23
	£	£	£	£
Trade creditors	232,466	1,726,399	13,133	( 1,220)
Amounts owed to group undertakings	–	–	–	9,489,329
Accruals and deferred income	116,427	2,874,103	–	27,498
Corporation tax	–	–	–	49,026
Social security and other taxes	53,721	296,887	49,554	76,104
Other creditors	10,826	2,306,367	6,090	2,305,783
	---------	------------	--------	-------------
	413,440	7,203,756	68,777	11,946,520
	---------	------------	--------	-------------

Included within accruals and deferred income are £nil (2023 - £1,335,945) of vouchers. Of this amount, £nil (2023 - £1,253,353) of vouchers expired after the period end prior to their redemption.

20. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 35,598 (2023: £ 572,545 ).

21. Called up share capital

Issued, called up and fully paid

	30 Sep 24		31 Mar 23
	No.	£	No.	£
Ordinary shares of £ 0.02 each	30,340	607	30,340	607
	--------	----	--------	----

Ordinary shares have full rights to receive notice of, attend and vote at general meetings. One share carries one vote, and full rights to dividends and capital distributions (including on winding up).

22. Reserves

Profit and loss account - This reserve records retained earnings and accumulated losses.

23. Analysis of changes in net debt

	At 1 Apr 2023	Cash flows	At 30 Sep 2024
	£	£	£
Cash at bank and in hand	13,383,526	(13,241,111)	142,415
	-------------	-------------	---------

24. Operating leases

The total future minimum lease payments under non-cancellable operating leases are as follows:

	Group		Company
	30 Sep 24	31 Mar 23	30 Sep 24	31 Mar 23
	£	£	£	£
Not later than 1 year	–	200,133	–	–
Later than 1 year and not later than 5 years	–	345,848	–	–
	----	---------	----	----
	–	545,981	–	–
	----	---------	----	----

CODY MANAGEMENT SERVICES LTD

NOTES TO THE FINANCIAL STATEMENTS (continued)

PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2024

25. Related party transactions

Group

The following related party transactions took place, at arm's length and under normal terms, during the period:- Transactions with directors and shareholders During the period, the group paid for services from companies with common shareholders amounting to £1,221,225 (2023 - £13,890,390). An amount of £nil (2023 - £30,529) remained outstanding at the period end. During the period, the group also paid for services from companies with common directors. This amounted to £135,028 (2023 - £142,563) during the period, with £nil outstanding at the current and prior period end. Transactions with key management personnel During the period, remuneration was paid to key management personnel totalling £303,508 (2023 - £1,114,663). The group also paid for services from companies under the control of key management personnel totalling £nil (2023 - £35,524). An amount of £nil remained outstanding at the the current and prior period end. The company is exempt from disclosing other related party transactions as they are with other companies that are wholly owned within the Group.

Company

The following related party transactions took place, at arm's length and under normal terms, during the period:- Transactions with directors and shareholders During the prior period, the company loaned funds to a company with common shareholders amounting to £47,149 (2023 - £8,055,195). Transactions with key management personnel During the period, remuneration was paid to key management personnel totalling £303,508 (2023 - £1,114,663).

26. Controlling party

The company was under the control of the directors until 10 July 2024 when the ultimate parent company became Shoebox Services Limited. Shoebox Services Limited is under the control of A M Basombe .