|
Registered number: 11388602
NODES & LINKS LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
NODES & LINKS LIMITED
REGISTERED NUMBER: 11388602
BALANCE SHEET
AS AT 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due after more than one year
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS LESS CURRENT LIABILITIES
|
|
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NODES & LINKS LIMITED
REGISTERED NUMBER: 11388602
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 11 form part of these financial statements.
|
|
NODES & LINKS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Nodes & Links Limited is a private company limited by shares and incorporated in England and Wales. Its registered office address is Salisbury House, Station Road, Cambridge, CB1 2LA.
2.ACCOUNTING POLICIES
|
|
|
BASIS OF PREPARATION OF FINANCIAL STATEMENTS
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
|
|
|
EXEMPTION FROM PREPARING CONSOLIDATED FINANCIAL STATEMENTS
|
The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
The financial statements have been prepared on the going concern basis which assumes that the Company will continue as a going concern for the foreseeable future. The trading losses reported to date are consistent with the Company's business plan as it progresses its research and development activities.
Given the investment received, together with the development progress achieved, the directors have a reasonable expectation that the Company will be able to meet its liabilities as they fall due for the foreseeable future and therefore continue to adopt the going concern basis.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised.
Turnover from a contract to provide services is recognised in the period in which the services are supplied in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
- the amount of turnover can be measured reliably;
- it is probable that the Company will receive the consideration due under the contract;
- the stage of completion of the contract at the end of the reporting period can be measured reliably;
- the costs incurred and the costs to complete the contract can be measured reliably.
Turnover from licence sales is recognised in the Profit and Loss Account on a monthly basis over the period that the licence covers.
|
|
NODES & LINKS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short term debtors are measured at transaction price, less any impairment.
|
|
|
CASH AND CASH EQUIVALENTS
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
|
|
NODES & LINKS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
|
|
|
FOREIGN CURRENCY TRANSLATION
|
Monetary amounts in these financial statements are rounded to the nearest £.
Functional and presentation currency
The Company's functional and presentation currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
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.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
|
|
NODES & LINKS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
DEFINED CONTRIBUTION PENSION PLAN
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Research and development costs are written off to the Profit and Loss Account in the period in which they are incurred.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
|
|
NODES & LINKS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
The average monthly number of employees, including directors, during the year was 19 (2024 - 22).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the year on owned assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NODES & LINKS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
The following were subsidiary undertakings of the Company:
|
|
|
|
|
|
|
|
|
Nodes & Links Labs Limited
|
|
|
|
|
|
Nodes & Links Consulting Limited
|
|
|
|
|
|
Nodes & Links Olympia S.A.
|
|
|
|
|
|
|
|
|
|
|
|
NODES & LINKS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
DUE AFTER MORE THAN ONE YEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other debtors comprise a Research and Development Expenditure Credit (“RDEC”) Step 2 debtor arising from qualifying research and development expenditure. The Company is currently loss-making and does not expect to utilise or recover the credit within twelve months of the reporting date.
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings are unsecured, interest-free and repayable on demand.
|
|
|
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings are unsecured, interest-free and repayable on demand.
Included within other creditors are amounts payable to the Company's defined contribution pension scheme of £5,927 (2024 - £6,311).
|
|
|
NODES & LINKS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The convertible loan notes are unsecured and bear interest at 8% per annum. Unless triggered sooner, they will automatically convert to equity in June 2028.
|
|
|
|
ALLOTTED, CALLED UP AND FULLY PAID
|
|
|
|
|
|
|
|
|
|
|
|
16,215,426 (2024 - 14,331,246) Ordinary shares of £0.00001 each
|
|
|
|
|
|
5,593,706 (2024 - 5,037,752) Series A1 shares of £0.00001 each
|
|
|
|
|
|
86,175 (2024 - 86,175) Series A2 shares of £0.00001 each
|
|
|
|
|
|
9,951,675 (2024 - NIL) Series A3 shares of £0.00001 each
|
|
|
|
|
|
110,300 (2024 - 110,330) Deferred shares of £0.00001 each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Between 8 and 31 January 2025, the Company issued 1,667,854 Ordinary shares of £0.00001 each at par, 555,954 Series A1 shares of £0.00001 each at par and 9,951,675 Series A3 shares of £0.00001 each at a price of €1.10534156 per share.
On 20 May 2025, the Company issued 87,288 Ordinary shares of £0.00001 each at a price of £0.01 per share.
On 23 May 2025, the Company issued 98,762 Ordinary shares of £0.00001 each at a price of £0.01 per share.
On 27 May 2025, the Company issued 30,276 Ordinary shares of £0.00001 each at a price of £0.01 per share.
During the year, share options were granted over a total of 13,808 Ordinary shares with an exercise price of £0.01 per share. A total of 137,946 shares under option lapsed. A total of 216,326 share options were exercised. The total number of Ordinary shares under option that had neither lapsed nor been exercised as at 31 December 2025 is 703,228, of which 492,894 have vested.
No share-based payment charge has been recognised in respect of these share options as it has been assessed as trivial.
|
|
NODES & LINKS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified.
The audit report was signed on 7 May 2026 by Jolene Upshall (Senior Statutory Auditor) on behalf of Mercer & Hole LLP.
|