REGISTERED NUMBER: 06013475 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

POSCODE LTD

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

T J M Duburcq

C A A Bruneau

REGISTERED OFFICE:

50 Seymour Street

London

W1H 7JG

REGISTERED NUMBER:

06013475 (England and Wales)

AUDITORS:

Orcom Civvals Audit Limited

Chartered Accountants and

Statutory Auditors

50 Seymour Street

London

W1H 7JG

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 year under review was that of providing agent services in the trading of point of sale equipments.

DIRECTORS

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

T J M Duburcq

C A A Bruneau

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 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 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 for the Company's financial statements and then apply them consistently;

- make judgments and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- 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 to 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.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Orcom Civvals Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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:

T J M Duburcq - Director

22 December 2025

Qualified Opinion

We have audited the financial statements of Poscode Ltd (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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 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, except for the possible effects on the corresponding figures of the matter described in the Basis for Qualified Opinion section of our report, the accompanying financial statements:

- give a true and fair view of the financial position of the Company as at 31 December 2024 and of its profit 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 qualified opinion

As described in our audit report for the year ended 31 December 2023, we were unable to obtain sufficient appropriate audit evidence about the opening inventory as at 1 January 2023, as we were appointed auditors after that date and did not observe the physical inventory count. Consequently, we were unable to determine whether any adjustments might have been necessary in respect of the cost of goods sold and retained earnings for the year ended 31 December 2023. Since those balances affect the comparative information presented in the financial statements for the year ended 31 December 2024, we were unable to determine whether adjustments to comparative figures are necessary. Our opinion on the current year's financial statements is therefore qualified in respect of the comparative figures only.

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 company 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 qualified 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 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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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 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.

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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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 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 company or to cease operations, or have no realistic alternative but to do so.

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 a Report of the Auditors 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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and taxation legislation.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals and reviewing account estimates for biases.

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.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Philip Jones (FCA) (Senior Statutory Auditor)

for and on behalf of Orcom Civvals Audit Limited

Chartered Accountants and

Statutory Auditors

50 Seymour Street

London

W1H 7JG

22 December 2025

TURNOVER

3,104,721

2,487,169

Cost of sales

2,503,811

1,565,994

GROSS PROFIT

600,910

921,175

Distribution costs

47,610

33,636

Administrative expenses

837,135

821,644

884,745

855,280

OPERATING (LOSS)/PROFIT

4

(283,835

)

65,895

Interest receivable and similar income

(35,660

)

-

(319,495

)

65,895

Interest payable and similar expenses

-

13,938

(LOSS)/PROFIT BEFORE TAXATION

(319,495

)

51,957

Tax on (loss)/profit

-

13,020

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(319,495

)

38,937

FIXED ASSETS

Tangible assets

5

6,803

11,744

Investments

6

199,696

175,306

206,499

187,050

CURRENT ASSETS

Stocks

7

192,927

163,605

Debtors

8

1,751,059

1,123,192

Cash at bank

17,023

103,723

1,961,009

1,390,520

CREDITORS

Amounts falling due within one year

9

2,393,009

1,483,576

NET CURRENT LIABILITIES

(432,000

)

(93,056

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(225,501

)

93,994

CAPITAL AND RESERVES

Called up share capital

100

100

Retained earnings

(225,601

)

93,894

(225,501

)

93,994

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 22 December 2025 and were signed on its behalf by:

T J M Duburcq - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100

54,957

55,057

Profit for the year

-

38,937

38,937

Total comprehensive income

-

38,937

38,937

Total transactions with owners, recognised directly in equity

-

-

-

Balance at 31 December 2023

100

93,894

93,994

Deficit for the year

-

(319,495

)

(319,495

)

Total comprehensive income

-

(319,495

)

(319,495

)

Total transactions with owners, recognised directly in equity

-

-

-

Balance at 31 December 2024

100

(225,601

)

(225,501

)

1.	STATUTORY INFORMATION

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

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Land and buildings

-

20% on cost

Plant and machinery etc

-

33% on cost and 25% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 9 (2023 - 8 ) .

4.	OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging:

2024

2023

£

£

Depreciation - owned assets

5,481

3,399

5.	TANGIBLE FIXED ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 1 January 2024

47,853

69,694

117,547

Additions

-

540

540

At 31 December 2024

47,853

70,234

118,087

DEPRECIATION

At 1 January 2024

42,840

62,963

105,803

Charge for year

2,005

3,476

5,481

At 31 December 2024

44,845

66,439

111,284

NET BOOK VALUE

At 31 December 2024

3,008

3,795

6,803

At 31 December 2023

5,013

6,731

11,744

6.	FIXED ASSET INVESTMENTS

Shares in

Interest

group

in joint

undertakings

venture

Totals

£

£

£

COST

At 1 January 2024

147,146

28,160

175,306

Additions

2,537

21,853

24,390

At 31 December 2024

149,683

50,013

199,696

NET BOOK VALUE

At 31 December 2024

149,683

50,013

199,696

At 31 December 2023

147,146

28,160

175,306

Poscode purchased a 100% share in Clarion Communications systems limited.

Poscode set up a joint venture with Unicomp to create Tekhub Ltd.

Company

Registered Office

Principle Activity

Class of Shares

Holdings

Clarion Communications systems Limited

UK

Other Telecommunicat ions activities

Ordinary

100%

The aggregate of the share capital and resereves as at 31 December 2024 and the profit or loss for the year

Aggregate of share capital and reserves

Profil/Loss

Clarion Communications systems Limited

(1,053,344

)

(461,707

)

Total

(1,053,344

)

(461,707

)

7.

STOCKS

2024

2023

£

£

Stocks

192,927

163,605

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

718,313

625,398

Amounts owed by group undertakings

932,324

280,836

Other debtors

16,132

155,775

VAT

13,814

61,183

Prepayments

70,476

-

1,751,059

1,123,192

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

271,017

603,049

Amounts owed to group undertakings

1,481,892

173,961

Taxation and social security

21,617

26,143

Other creditors

618,483

680,423

2,393,009

1,483,576

10.	RELATED PARTY DISCLOSURES

At the balance sheet date, the company owes the director, T Duburcq £96,566 (2023:

£263,933 ).

T Duburcq is also the owner and director of Wellcom Services Limited who provided professional services to the company.

Tekhub provided 1.3 Million worth of services to Poscode during the year.

11.	ULTIMATE CONTROLLING PARTY

The controlling party is RHONE TRADING SARL a company registered in France.