REGISTERED NUMBER: 12627435 (England and Wales)

REPORT OF THE DIRECTORS AND

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

CANDIO LIMITED

Page

Company Information

1

Report of the Directors

2

Statement of Directors' Responsibilities

3

Statement of Comprehensive Income

4

Balance Sheet

5

Statement of Changes in Equity

7

Notes to the Financial Statements

8

DIRECTORS:

W R C Morey

P Maher

D J Williams

J P Murphy

SECRETARY:

R A Matzopoulos

REGISTERED OFFICE:

The Scalpel

18th Floor

52 Lime Street

London

EC3M 7AF

REGISTERED NUMBER:

12627435 (England and Wales)

ACCOUNTANTS:

Watson Associates (Professional Services) Ltd

30 - 34 North Street

Hailsham

East Sussex

BN27 1DW

The directors present their report with the financial statements of the Company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the Company in the period under review was that of telecommunication activities.

FUTURE DEVELOPMENTS

The Company plans to continue to develop opportunities in Dark Web Monitoring, providing these services from Safeweb.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

W R C Morey

P Maher

D J Williams

Other changes in directors holding office are as follows:

D J Pile - resigned 4 June 2024

J P Murphy - appointed 4 June 2024

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

The Company has, as permitted by s234 and 235 of the Companies Act 2006, maintained insurance cover on behalf of the Directors and Company Secretary indemnifying them against certain liabilities which may be incurred by them in relation to the Company.

GOING CONCERN

The financial statements have been prepared on a going concern basis. In assessing if the going concern assumption is appropriate, the directors have considered:

- The principal risks faced by the Company

- The financial position of the Company

- Profit and cash forecasts of the Company

The Company shows a net current assets position as at 31 December 2024, and has shown a net profit before tax in the period of £770,321. The Directors are therefore confident that liabilities can be met as they fall due.

The Directors are therefore satisfied that the Company has adequate financial resources to continue in operational existence for the foreseeable future, being a period of at least twelve months from the date of this report. Accordingly, the going concern basis of accounting continues to be used in the preparation of the Annual Report for the period ended 31 December 2024.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

P Maher - Director

25 September 2025

The directors are responsible for preparing the Report of the Directors and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. 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 of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements 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 Company 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 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.

TURNOVER

4

2,666,713

2,751,000

Cost of sales

(1,776,921

)

(2,014,647

)

GROSS PROFIT

889,792

736,353

Administrative expenses

(119,413

)

(183,649

)

770,379

552,704

Other operating income

-

3,641

OPERATING PROFIT

770,379

556,345

Interest payable and similar expenses

6

(58

)

(199

)

PROFIT BEFORE TAXATION

7

770,321

556,146

Tax on profit

8

(323,274

)

-

PROFIT FOR THE FINANCIAL YEAR

447,047

556,146

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

447,047

556,146

ASSETS

NON-CURRENT ASSETS

Intangible assets

9

19,250

-

CURRENT ASSETS

Trade and other receivables

10

2,024,025

1,618,110

Cash and cash equivalents

116,995

34

2,141,020

1,618,144

TOTAL ASSETS

2,160,270

1,618,144

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

12

100

100

Retained earnings

13

1,280,015

832,968

TOTAL EQUITY

1,280,115

833,068

LIABILITIES

CURRENT LIABILITIES

Trade and other payables

11

582,321

785,076

Tax payable

11

297,834

-

880,155

785,076

TOTAL LIABILITIES

880,155

785,076

TOTAL EQUITY AND LIABILITIES

2,160,270

1,618,144

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

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2025 and were signed on its behalf by:

P Maher - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 October 2022

100

276,822

276,922

Changes in equity

Total comprehensive income

-

556,146

556,146

Balance at 31 December 2023

100

832,968

833,068

Changes in equity

Total comprehensive income

-

447,047

447,047

Balance at 31 December 2024

100

1,280,015

1,280,115

1.	STATUTORY INFORMATION

Candio Limited is a private company, limited by shares, registered in England and Wales. The Company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are presented in Pounds Sterling. There are no amendments to accounting standards, or interpretations that are effective for the year ended 31 December 2024 that have a material impact on the Company's financial statements.

Going Concern

The financial statements have been prepared on a going concern basis. In assessing if the going concern assumption is appropriate, the directors have considered:

- The principal risks faced by the Company

- The financial position of the Company

- Profit and cash forecasts of the Company

The Company shows a net current assets position as at 31 December 2024, and has shown a net profit before tax in the period of £770,321. The Directors are therefore confident that liabilities can be met as they fall due.

The Directors are therefore satisfied that the Company has adequate financial resources to continue in operational existence for the foreseeable future, being a period of at least twelve months from the date of this report. Accordingly, the going concern basis of accounting continues to be used in the preparation of the Annual Report for the period ended 31 December 2024.

Disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

- the requirements of IFRS 7 Financial Instruments: Disclosures;

- the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

- the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases;

the requirements of paragraph 58 of IFRS 16;

- the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

- the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

- paragraph 79(a)(iv) of IAS 1;

- paragraph 118(e) of IAS 38 Intangible Assets;

- the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

- the requirements of IAS 7 Statement of Cash Flows;

- the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

- the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

- the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group.

Computer software intangible assets

Expenditure on computer software relates to The GetCrisp website optimiser. Costs are included in intangible assets at cost, and are amortised over three years straight line, as it the Company's policy.

Financial instruments

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, and loans to related parties.

Financial assets

Trade and other receivables:

Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as financial assets measured at amortised cost. Trade receivables do not contain significant financing components and therefore are initially recognised at their transaction price, and subsequently treated in line with other financial assets.

Cash and cash equivalents:

Cash and cash equivalents comprise cash in hand and deposits held at banks.

Financial liabilities

Trade payables:

Trade payables are other financial liabilities initially measured at fair value and subsequently measured at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.

Financial assets and liabilities are offset and the net amount reported in the balance sheet only when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Taxation

Current tax is the amount of income tax payable on the taxable profits arising in the year and prior years. Taxable profit differs from net profit as reported in the profit or loss because it excludes items of income or expense that are taxable or deductible in other years, it includes items that are tax deductible but do not affect net profit and it further excludes items that are never taxable or deductible.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

No significant judgements have had to be made by management in preparing these financial statements.

There were no key assumptions made concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

4.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the Company.

Turnover represents the amounts (excluding VAT) derived from the provision of web and communication services to its customer base. Contracts are entered into with customers and are invoiced on a monthly basis, meaning no deferred turnover is to be recognised in relation to these contracts.

5.	EMPLOYEES AND DIRECTORS

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

£

£

Wages and salaries

71,801

97,600

Social security costs

11,037

21,127

Other pension costs

5,216

7,655

88,054

126,382

The average number of employees during the year was as follows:

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

Administrative employees

2

2

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

£

£

Directors' remuneration

-

-

The remuneration of the directors of Candio Ltd is included within the financial statements of fellow group undertakings Enablex Group Ltd and the ultimate parent company Gamma Communications plc. No remuneration, share incentive or pension scheme benefits were payable by this Company to the directors.

The directors provide services to the Group as a whole, and their principal activities are not specific to this Company. It is not possible to make an accurate apportionment of their emoluments to this Company.

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

£

£

HMRC interest

58

199

7.	PROFIT BEFORE TAXATION

The profit before taxation is stated after charging:

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

£

£

Cost of inventories recognised as expense

1,776,921

2,014,647

Computer software amortisation

550

-

8.

TAXATION

Analysis of tax expense

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

£

£

Current tax:

Tax

192,580

-

Prior year tax

130,694

-

Total tax expense in statement of comprehensive income

323,274

-

Factors affecting the tax expense

The tax assessed for the year is higher (2023 - lower) than the standard rate of corporation tax in the UK. The difference is explained below:

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

£

£

Profit before income tax

770,321

556,146

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 22.600%)

192,580

125,689

Effects of:

Group relief

-

(125,689

)

Group relief repayable

130,694

-

Tax expense

323,274

-

In the UK, from 1st April 2023 the main rate of corporation tax increased from 19% to 25% for companies making a profit of more than £250,000. Therefore, there is a effectively a marginal rate as can be seen on the tax reconciliation above.

9.	INTANGIBLE FIXED ASSETS

Computer

software

£

COST

Additions

19,800

At 31 December 2024

19,800

AMORTISATION

Amortisation for year

550

At 31 December 2024

550

NET BOOK VALUE

At 31 December 2024

19,250

10.

RECEIVABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

-

27,308

Amounts owed by group undertakings

1,862,340

1,475,962

Other debtors

161,685

114,840

2,024,025

1,618,110

Amounts owed by Group undertakings are interest free and repayable upon demand.

11.

PAYABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

222,996

477,675

Amounts owed to group undertakings

250,000

250,000

Tax

297,834

-

VAT

107,382

57,012

Accrued expenses

1,943

389

880,155

785,076

Amounts owed to Group undertakings are interest free and repayable upon demand.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

100

Ordinary

£1

100

100

13.

RESERVES

Retained

earnings

£

At 1 January 2024

832,968

Profit for the year

447,047

At 31 December 2024

1,280,015

14.	RELATED PARTY DISCLOSURES

The Company has taken advantage of the exemption available within FRS101 'Reduced Disclosure Framework' to not disclose transactions with other members of the Group headed by Gamma Communications plc. The Company is a 95% owned subsidiary of Gamma Communications plc, the Ultimate Parent Company, and details of all related party transactions are disclosed within the Group accounts.

15.	ULTIMATE PARENT COMPANY

The Company's immediate parent is Pragma Group Ltd, a company incorporated in England and Wales by virtue of its 100% shareholding. The Company's Ultimate parent entity is Gamma Communications plc, a company incorporated in England and Wales.

The registered office of Gamma Communications plc is The Scalpel, 18th Floor, 52 Lime Street, London, EC3M 7AF. The financial statements of Gamma Communications plc are publicly available from Companies House, Crown Way, Cardiff, CF14 3UZ.