Company registration number 11729526 (England and Wales)
COMIND TECHNOLOGIES LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
COMIND TECHNOLOGIES LIMITED
COMPANY INFORMATION
Directors
Mr J R Dacombe
Mr F M Fischer
Ms J F Hawkins
Mr M Tarnoff
(Appointed 19 March 2025)
Mr T Hinrikus
(Appointed 31 July 2025)
Mr W J Gibbs
(Appointed 16 October 2025)
Secretary
Oakwood Corporate Secretary Limited
Company number
11729526
Registered office
2nd Floor 210 Pentonville Road
London
N1 9JY
Auditor
Kirk Newsholme
Chartered Accountants and Statutory Auditors
4315 Park Approach
Thorpe Park
Leeds
West Yorkshire
LS15 8GB
COMIND TECHNOLOGIES LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12 - 13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 37
COMIND TECHNOLOGIES LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Review of the business

The principal activity of the CoMind Technologies Group (“CoMind”) is the development of neuromonitoring devices. During the year CoMind continued refining and testing its ‘CoMind One’ device and remains in the clinical trial stage. The directors have chosen the United States as its initial target market, via its wholly owned subsidiary CoMind Technologies Inc, and are pleased to report good progress has been made on the journey toward US regulatory approval which is targeted for 2027.

The Group remains pre-revenue and reports a loss of £10.8 m for the year. In October 2025 CoMind closed a further round of investment, bringing investment to date to $102.5m and securing the next phase of development.

Principal risks and uncertainties

Failure to gain sufficient clinical proof to support regulatory approval.

A key milestone for the CoMind One device is regulatory approval to launch, requiring detailed clinical evidence of the efficacy and safety of the device. During the year CoMind paused and recalibrated its trial programme to mitigate risks around recruitment rate and data volume. CoMind uses leading experts to shape its testing strategy and provide high quality research.

Failure to commercialise the device.

Risks around the long-term commercial success of the device come from both demand and supply factors. On the demand side, CoMind mitigates risk by carrying out extensive market research and has invested specifically in usability studies with clinicians in both the UK and US. On the supply side, CoMind is exposed to fluctuating material prices and shocks to global trade such as tariffs. Availability of key components is factored into development plans and a range of global suppliers are used to secure favourable terms.

Costs exceeding available investment.

CoMind is carrying out groundbreaking research and development, carrying with it increased uncertainty around the costs of development and of unexpected delays. CoMind mitigates these risks by employing experts in their field and through tactical deployment of contractors with the ability to flex capacity as research progresses. Management monitor cash burn and maintain 12 month cashflow forecasts to allow timely management action should costs exceed expectations.

Development and performance

Future developments

CoMind intends to continue preparing for the commercial launch of its CoMind One product, initially in the US and then into other global markets. Over the medium term, CoMind's strategy is to build on its ground breaking research findings to date with new and enhanced medical devices.

Key performance indicators

2024 2025

Cash on hand £9.5m £26.5m

Monthly average cash burn £0.8m £1.1m

excluding tax

Net cash increased through 2025 due to additional investment of £27.8m received in the 2nd half of the year. This investment allowed the group to intensify research and accelerate development, increasing average cash burn.

Other information and explanations

Going concern

The directors have carried out a review for the forseeable future and find the going concern basis of preparation to remain appropriate. Notwithstanding the company is at the pre-revenue stage and wholly dependent on external financing, the investment raised in 2025 has given sufficient runway for planned development of the CoMind product to continue for at least the next 12 months. The company maintains good relationships with its investors and is confident of their continued support as CoMind moves forward with commercialisation of the product in 2027.

COMIND TECHNOLOGIES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

On behalf of the board

Mr J R Dacombe
Director
30 June 2026
COMIND TECHNOLOGIES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company and group continued to be that of non-invasive brain computer interface technology. The group undertakes research and development activity in order to develop and continually improve new and existing technologies.

Results and dividends

The results for the year are set out on page 10.

No ordinary interim dividends were paid. The directors do not recommend payment of a further dividend.

No preference dividends were paid.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr J R Dacombe
Mr F M Fischer
Ms J F Hawkins
Mr M Tarnoff
(Appointed 19 March 2025)
Mr T Hinrikus
(Appointed 31 July 2025)
Mr W J Gibbs
(Appointed 16 October 2025)
Mr E Stupka
(Resigned 31 July 2025)
Mr S P King
(Resigned 30 September 2025)

Matters covered in the Strategic Report

As permitted by Section 414c(11) of the Companies Act 2006, the directors have elected to disclose information required to be in the directors report by Schedule 7 of the ‘Large and Medium’ sized Companies and Groups (Accounts and Reports) Regulations 2008’, in the Strategic Report.

Auditor

Kirk Newsholme were appointed as auditor to the company, and are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Other matters

The comparative information for the year ended 31 December 2024 has not been audited.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

COMIND TECHNOLOGIES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
On behalf of the board
Mr J R Dacombe
Director
30 June 2026
COMIND TECHNOLOGIES LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

The directors are responsible for preparing the Annual 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 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 company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements 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 group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

COMIND TECHNOLOGIES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF COMIND TECHNOLOGIES LIMITED
- 6 -
Opinion

We have audited the financial statements of CoMind Technologies Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2025 and of the group's loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 opinion.

Material uncertainty regarding going concern

We draw your attention to note 1.3 in the financial statements, which indicates that the group is reliant on both the support of its investors and the gaining of regulatory approval to enable a successful launch of the product into the market place and there is no certainty around these events. As stated in note 1.3, these conditions, along with others set out in note 1.3, indicate that a material uncertainty exists that may cast significant doubt on the group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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 contained within the annual report. 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- T he information given in the strategic report and the directors' r eport for the financial year 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.

COMIND TECHNOLOGIES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COMIND TECHNOLOGIES LIMITED
- 7 -
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 their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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' r esponsibilities s tatement, 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 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 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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

COMIND TECHNOLOGIES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COMIND TECHNOLOGIES LIMITED
- 8 -

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Reviewing minutes of meetings of those charged with governance;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Other matters which we are required to address

In the previous accounting period, the directors of the company took advantage of audit exemption s477 of the Companies Act 2006. Therefore the prior period financial statements were not subject to audit.

COMIND TECHNOLOGIES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COMIND TECHNOLOGIES LIMITED
- 9 -

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.

David Stansfield FCCA (Senior Statutory Auditor)
for and on behalf of Kirk Newsholme
Chartered Accountants and Statutory Auditors
4315 Park Approach
Thorpe Park
Leeds
West Yorkshire
LS15 8GB
30 June 2026
COMIND TECHNOLOGIES LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
2025
2024
unaudited,
as restated
Notes
£
£
Administrative expenses
(13,538,952)
(10,378,768)
Other operating income
232,468
538,319
Operating loss
3
(13,306,484)
(9,840,449)
Interest receivable and similar income
6
582,647
575,318
Interest payable and similar expenses
7
(77)
(1)
Loss before taxation
(12,723,914)
(9,265,132)
Tax on loss
8
1,929,207
1,487,632
Loss for the financial year
(10,794,707)
(7,777,500)
Total comprehensive income for the year is all attributable to the owners of the parent company.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

COMIND TECHNOLOGIES LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
unaudited,
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
9
14,239
15,211
Tangible assets
10
521,182
181,690
535,421
196,901
Current assets
Debtors
13
2,986,956
2,053,704
Cash at bank and in hand
26,516,846
9,528,765
29,503,802
11,582,469
Creditors: amounts falling due within one year
14
(1,029,435)
(543,278)
Net current assets
28,474,367
11,039,191
Total assets less current liabilities
29,009,788
11,236,092
Creditors: amounts falling due after more than one year
15
(175,628)
-
Net assets
28,834,160
11,236,092
Capital and reserves
Called up share capital
18
739
463
Share premium account
58,642,737
30,829,638
Other reserves
1,748,055
1,266,208
Profit and loss reserves
(31,557,371)
(20,860,217)
Total equity
28,834,160
11,236,092

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 30 June 2026 and are signed on its behalf by:
30 June 2026
Mr J R Dacombe
Director
Company registration number 11729526 (England and Wales)
COMIND TECHNOLOGIES LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 12 -
2025
2024
unaudited,
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
9
14,239
15,211
Tangible assets
10
521,182
181,690
Investments
11
1
1
535,422
196,902
Current assets
Debtors
13
2,977,131
2,039,496
Cash at bank and in hand
25,881,918
9,473,833
28,859,049
11,513,329
Creditors: amounts falling due within one year
14
(992,618)
(487,835)
Net current assets
27,866,431
11,025,494
Total assets less current liabilities
28,401,853
11,222,396
Creditors: amounts falling due after more than one year
15
(175,628)
-
Net assets
28,226,225
11,222,396
Capital and reserves
Called up share capital
18
739
463
Share premium account
58,642,737
30,829,638
Other reserves
1,748,055
1,266,208
Profit and loss reserves
(32,165,306)
(20,873,913)
Total equity
28,226,225
11,222,396
COMIND TECHNOLOGIES LIMITED
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
31 December 2025
- 13 -

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £11,388,946 (2024 - £8,291,447 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 30 June 2026 and are signed on its behalf by:
30 June 2026
Mr J R Dacombe
Director
Company registration number 11729526 (England and Wales)
COMIND TECHNOLOGIES LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
As restated for the period ended 31 December 2024:
Balance at 1 January 2024
447
29,508,763
-
(12,738,817)
16,770,393
Prior year restatement
-
-
360,348
(360,348)
-
As restated
447
29,508,763
360,348
(13,099,165)
16,770,393
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
-
(7,777,500)
(7,777,500)
Issue of share capital
18
16
1,320,875
-
-
1,320,891
Credit to equity for equity settled share-based payments
17
-
-
-
16,448
16,448
Transfers
-
-
922,308
-
922,308
Other movements
-
-
(16,448)
-
(16,448)
Balance at 31 December 2024
463
30,829,638
1,266,208
(20,860,217)
11,236,092
Year ended 31 December 2025:
Loss and total comprehensive income
-
-
-
(10,794,707)
(10,794,707)
Issue of share capital
18
276
27,813,099
-
-
27,813,375
Credit to equity for equity settled share-based payments
17
-
-
-
97,553
97,553
Transfers
-
-
579,400
-
579,400
Other movements
-
-
(97,553)
-
(97,553)
Balance at 31 December 2025
739
58,642,737
1,748,055
(31,557,371)
28,834,160
COMIND TECHNOLOGIES LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
As restated for the period ended 31 December 2024:
Balance at 1 January 2024
447
29,508,763
-
(12,382,284)
17,126,926
Prior year restatement
25
-
-
360,348
(216,630)
143,718
As restated
447
29,508,763
360,348
(12,598,914)
17,270,644
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
-
(8,291,447)
(8,291,447)
Issue of share capital
18
16
1,320,875
-
-
1,320,891
Credit to equity for equity settled share-based payments
17
-
-
-
16,448
16,448
Transfers
-
-
922,308
-
922,308
Other movements
-
-
(16,448)
-
(16,448)
Balance at 31 December 2024
463
30,829,638
1,266,208
(20,873,913)
11,222,396
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
-
(11,388,946)
(11,388,946)
Issue of share capital
18
276
27,813,099
-
-
27,813,375
Credit to equity for equity settled share-based payments
17
-
-
-
97,553
97,553
Transfers
-
-
579,400
-
579,400
Other movements
-
-
(97,553)
-
(97,553)
Balance at 31 December 2025
739
58,642,737
1,748,055
(32,165,306)
28,226,225
COMIND TECHNOLOGIES LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
2025
2024
unaudited,
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
24
(12,378,858)
(9,346,893)
Interest paid
(77)
(1)
Income taxes refunded
1,487,736
1,353,631
Net cash outflow from operating activities
(10,891,199)
(7,993,263)
Investing activities
Purchase of tangible fixed assets
(516,742)
(146,607)
Interest received
582,647
575,318
Net cash generated from investing activities
65,905
428,711
Financing activities
Proceeds from issue of shares
276
16
Premium received on issue of shares
27,813,099
1,320,875
Net cash generated from financing activities
27,813,375
1,320,891
Net increase/(decrease) in cash and cash equivalents
16,988,081
(6,243,661)
Cash and cash equivalents at beginning of year
9,528,765
15,772,426
Cash and cash equivalents at end of year
26,516,846
9,528,765
COMIND TECHNOLOGIES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
1
Accounting policies
Company information

CoMind Technologies Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 2nd Floor 210 Pentonville Road, London, United Kingdom, N19JY.

The group consists of CoMind Technologies Limited and its subsidiary CoMind Technologies Incorporated.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company CoMind Technologies Limited together with it's sole subsidiar y.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group's financial statements from the date that control commences until the date that control ceases.

COMIND TECHNOLOGIES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The directors have carried out a review for the forseeable future and find the going concern basis of preparation to remain appropriate. Notwithstanding the company is at the pre-revenue stage and wholly dependent on external financing, the investment raised in 2025 has given sufficient runway for planned development of the CoMind product to continue for at least the next 12 months. The company maintains good relationships with its investors and is confident of their continued support as CoMind moves forward with commercialisation of the product in 2027.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Patents and licences
20 years straight line
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
2 years straight line
Plant and equipment
3 years straight line
Fixtures and fittings
3 years straight line
Computers
3 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.6
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in its subsidiar y is initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

COMIND TECHNOLOGIES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.7
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

COMIND TECHNOLOGIES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

COMIND TECHNOLOGIES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 21 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.11
Taxation

The tax expense represents the sum of the tax currently re payable:

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the c ompany as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

COMIND TECHNOLOGIES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 22 -
1.15
Leases
As lessee

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

1.16
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.18

Research and development

The group undertakes research and development activity in order to develop and continually improve new and existing technology. Expenditure on research activities is recognised in the income statement as an expense as incurred. Expenditure on development activities is capitalised if the product or process is technically and commercially feasible and the group intends to and has the technical ability and sufficient resources to complete development, future economic benefits are probable and if the group can measure reliably the expenditure attributable to the intangible asset during its development. Capitalised costs are held as an asset in progress until such point that the asset is brought into use, at which point it is transferred to the appropriate asset category and amortisation is charged.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The directors have not identified any estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.

COMIND TECHNOLOGIES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
3
Operating loss
2025
2024
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses
24,278
7,371
Government grants
(232,468)
(538,317)
Depreciation of owned tangible fixed assets
171,018
203,326
Loss on disposal of tangible fixed assets
6,232
-
Amortisation of intangible assets
972
972
Share-based payments
579,400
922,308
Operating lease charges
819,230
360,175
4
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
16,000
-
5
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Engineering
30
27
27
27
Science
15
16
15
16
Admin
10
8
10
8
Production
1
1
1
1
Commercial
3
2
1
-
Total
59
54
54
52

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
6,013,425
5,413,486
5,222,834
4,782,330
Social security costs
654,430
503,107
608,800
473,234
Pension costs
146,540
110,810
127,536
110,810
6,814,395
6,027,403
5,959,170
5,366,374
COMIND TECHNOLOGIES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
5
Employees
(Continued)
- 24 -

I ncluded within the wages and salaries figure are amounts in respect of share based compensation of Group 2025: £579,400 (Group 2024: £922,308) and Company 2025: £449,987 (Company 2024: £713,732).

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the company. In the opinion of the directors, the company’s key management personnel comprise the directors only.

The aggregate remuneration of key management personnel for the year was £150,667 (2024: £150,667).

6
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
582,647
575,318
7
Interest payable and similar expenses
2025
2024
£
£
Other interest
77
1
8
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
(1,929,207)
(1,487,632)
COMIND TECHNOLOGIES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
8
Taxation
(Continued)
- 25 -

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Loss before taxation
(12,723,914)
(9,265,132)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(3,180,979)
(2,316,283)
Tax effect of expenses that are not deductible in determining taxable profit
603,410
405,432
Tax effect of income not taxable in determining taxable profit
-
0
(26,451)
Unutilised tax losses carried forward
847,117
571,000
Permanent capital allowances in excess of depreciation
(64,653)
(36,652)
Depreciation on assets not qualifying for tax allowances
42,755
50,832
Research and development tax credit
(140,894)
(185,662)
Share based payment charge
112,497
178,433
Effect of overseas tax rates
135
274
Other
(148,595)
(128,555)
Taxation credit
(1,929,207)
(1,487,632)

Factors that may affect future tax charges

The group’s future tax charges may be affected by changes in tax legislation and rates, the utilisation of tax losses and the availability of reliefs. The directors do not expect any material impact from changes in tax rates based on legislation substantively enacted at the balance sheet date.

An deferred tax asset of £2,594,201 (2024: £1,767,601) has not been recognised due to uncertainty over the availability of future taxable profits against which the asset could be utilised.

9
Intangible fixed assets
Group
Patents and licences
£
Cost
At 1 January 2025 and 31 December 2025
19,437
Amortisation and impairment
At 1 January 2025
4,226
Amortisation charged for the year
972
At 31 December 2025
5,198
Carrying amount
At 31 December 2025
14,239
At 31 December 2024
15,211
COMIND TECHNOLOGIES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
9
Intangible fixed assets
(Continued)
- 26 -
Company
Patents and licences
£
Cost
At 1 January 2025 and 31 December 2025
19,437
Amortisation and impairment
At 1 January 2025
4,226
Amortisation charged for the year
972
At 31 December 2025
5,198
Carrying amount
At 31 December 2025
14,239
At 31 December 2024
15,211
10
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 January 2025
14,629
798,017
42,985
169,704
1,025,335
Additions
262,811
194,826
14,718
44,387
516,742
Disposals
(14,629)
-
0
(31,402)
(23,131)
(69,162)
At 31 December 2025
262,811
992,843
26,301
190,960
1,472,915
Depreciation and impairment
At 1 January 2025
8,534
696,313
21,649
117,149
843,645
Depreciation charged in the year
48,712
78,080
12,480
31,746
171,018
Eliminated in respect of disposals
(14,207)
-
0
(25,592)
(23,131)
(62,930)
At 31 December 2025
43,039
774,393
8,537
125,764
951,733
Carrying amount
At 31 December 2025
219,772
218,450
17,764
65,196
521,182
At 31 December 2024
6,095
101,704
21,336
52,555
181,690
COMIND TECHNOLOGIES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Tangible fixed assets
(Continued)
- 27 -
Company
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 January 2025
14,629
798,017
42,985
169,704
1,025,335
Additions
262,811
194,826
14,718
44,387
516,742
Disposals
(14,629)
-
0
(31,402)
(23,131)
(69,162)
At 31 December 2025
262,811
992,843
26,301
190,960
1,472,915
Depreciation and impairment
At 1 January 2025
8,534
696,313
21,649
117,149
843,645
Depreciation charged in the year
48,712
78,080
12,480
31,746
171,018
Eliminated in respect of disposals
(14,207)
-
0
(25,592)
(23,131)
(62,930)
At 31 December 2025
43,039
774,393
8,537
125,764
951,733
Carrying amount
At 31 December 2025
219,772
218,450
17,764
65,196
521,182
At 31 December 2024
6,095
101,704
21,336
52,555
181,690
11
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
12
-
0
-
0
1
1
COMIND TECHNOLOGIES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
11
Fixed asset investments
(Continued)
- 28 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025
1
Share based payments movement
129,410
At 31 December 2025
129,411
Impairment
At 1 January 2025
-
Impairment losses
129,410
At 31 December 2025
129,410
Carrying amount
At 31 December 2025
1
At 31 December 2024
1
12
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
CoMind Technologies Incorporated
251 Little Falls Drive, City of Wilmington, County of New Vastle, DE 19808, USA
Development of non-invasive brain computer interface technology
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
CoMind Technologies Incorporated
607,935
464,826
COMIND TECHNOLOGIES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 29 -
13
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Corporation tax recoverable
1,929,377
1,487,906
1,929,377
1,487,906
Other debtors
421,192
136,079
418,069
132,883
Prepayments and accrued income
313,769
378,536
307,067
367,524
2,664,338
2,002,521
2,654,513
1,988,313
Amounts falling due after more than one year:
Other debtors
322,618
51,183
322,618
51,183
Total debtors
2,986,956
2,053,704
2,977,131
2,039,496
14
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Trade creditors
280,600
178,503
275,990
171,471
Other taxation and social security
198,123
161,664
197,599
152,300
Other creditors
20,441
18,993
-
0
-
0
Accruals and deferred income
530,271
184,118
519,029
164,064
1,029,435
543,278
992,618
487,835
15
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Accruals and deferred income
175,628
-
0
175,628
-
0
16
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
146,540
110,810

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

At the year end there is a pension creditor of £20,061 (2024: £3,672).

COMIND TECHNOLOGIES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 30 -
17
Share-based payment transactions

The group operates a number of tax approved and unapproved share option schemes for its employees. In accordance with the provisions of the schemes, employees may be granted options to purchase ordinary shares which vest over varying periods up to four years and must be exercised within ten years from the date of the grant. The options granted are personal to the option holder and are not transferable, assignable or chargeable. Vesting conditions of the options dictate that the employees must remain in the employment of the g roup for the whole vesting period to qualify, and all the options are equity settled. The scheme has been extended to selected long term contractors and consultants, in which case the vesting period and / or exercise price may vary.

In addition to the above schemes the group also operates one scheme containing a market performance vesting condition. The condition requires that the group achieves a specified equity value in 2031 before the options can be exercised.

The below table contains awards made under all schemes discussed above with 545,000 options made under the scheme containing the market performance vesting condition at the year end.

Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 January 2025
7,201,825
3,120,978
0.16
0.71
Granted
1,169,196
4,703,650
0.02
0.32
Forfeited
(60,430)
(372,464)
0.29
0.20
Exercised
(14,535)
(8,409)
0.23
0.23
Expired
(396,346)
(241,930)
0.27
0.13
Outstanding at 31 December 2025
7,899,710
7,201,825
0.15
0.16
Exercisable at 31 December 2025
4,608,299
3,517,773
0.20
0.21

The options outstanding at 31 December 2025 had an exercise price ranging from £0.00001 to £1.0033 (2024: £0.00001 to £1.0033) and a remaining weighted average contractual life of 3.55 years (2024: 3.64 years).

The fair value of share options granted is determined at the date of the grant using a Black-Scholes calculation, taking into account the terms and conditions upon which the options have been granted. The expected life used in the model has been adjusted, based on management's best estimate, for the effect of non-​transferability, exercise restrictions and behavioural considerations.

COMIND TECHNOLOGIES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
17
Share-based payment transactions
(Continued)
- 31 -

As the company has a short trading history with no record of profitability, expected volatility was determined by benchmarking against the average annual volatility of a selection of listed companies operating in a similar industry. Service conditions and non-​market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date:

The input is as follows:

Grant date | 19/03/2024 | 06/06/2024 | 19/07/2024 | 01/10/2024 | 31/01/2025 | 19/03/2025 | 01/08/2025
Number | 530,000 | 3,606,822 | 556,958 | 9,870 | 101,740 | 992,708 | 74,748
Weighted average market price (£) | 0.35 | 0.35 | 0.35 | 0.35 | 0.35 | 0.35 | 0.35
Weighted average exercise price (£) | 0.35 | 0.2444168 | 0.00001 | 0.00001 | 0.00001 | 0.00001 | 0.35
Volatility (%) | 87% | 87% | 87% | 87% | 87% | 87% | 87%
Expected life (years) | 7 | 7 | 7 | 7 | 7 | 7 | 7
Risk free rate (%) | 4.17% | 4.18% | 4.13% | 3.94% | 4.54% | 4.64% | 4.53%

Expenses

During the year, the Group recognised expenses of £579,400 (2024: £922,308) in relation to equity settled share-based payment transactions.

Equity, via stock options available to all employees, is a core part of CoMind’s compensation strategy, giving every team member a stake in our success. Typically, options are conditional on continued employment, with 25% vesting after 12 months and the remaining grant vesting over the subsequent 36 months. Vested options expire 10 years after the grant date. The scheme has been extended to selected long term contractors and consultants, in which case the vesting period and / or exercise price may vary.

One executive director has been awarded performance based options, contingent on the company's future valuation.

18
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.00001p each
13,948,077
13,551,731
139
136
Growth shares of 0.00001p each
3,283,726
-
33
-
17,231,803
13,551,731
172
136
COMIND TECHNOLOGIES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
18
Share capital
(Continued)
- 32 -
2025
2024
2025
2024
Preference share capital
Number
Number
£
£
Issued and fully paid
Seed preferred shares of 0.00001p each
12,850,833
12,850,833
129
129
Round 3 preferred shares of 0.00001p each
19,801,980
19,801,980
198
198
Round 4 preferred shares of 0.00001p each
23,977,016
-
240
-
56,629,829
32,652,813
567
327
Preference shares classified as equity
567
327
Total equity share capital
739
463
During the year the group have issued an additional 396,346 Ordinary shares at a nominal value of £0.00001.
Also during the year the group have issued 23,977,016 Round 4 preference shares with a nominal value of £0.00001 at £1.16 a share and accordingly a share premium was created totalling £27,813,099.
Also during the year the group have issued 3,283,726 Growth shares at a nominal value of £0.00001.
COMIND TECHNOLOGIES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
18
Share capital
(Continued)
- 33 -

Ordinary shares of £0.00001 each – rights

Ordinary shares carry equal voting rights and are entitled to dividends and a return of capital subject to the priority and participation rights of preferred, growth and deferred share classes, including hurdle‑based allocations, as set out in the Company’s articles. On a winding up, ordinary shares participate in residual assets after satisfaction of deferred and preferred returns and may share in surplus proceeds alongside growth shares. Ordinary shares are not redeemable.

Seed preferred shares of £0.00001 each – rights

Seed preferred shares carry equal voting rights and participate in dividends and returns of capital subject to hurdle and participation arrangements and the priority rights of other preferred and deferred share classes, as set out in the Company’s articles. On a winding up or return of capital, seed preferred shares are entitled to a preferred return ahead of ordinary and growth shares and thereafter participate in surplus proceeds as provided by the articles, with conversion to ordinary shares on an as‑converted basis where this yields a greater return. Seed preferred shares are not redeemable.

Round 3 preferred shares of £0.00001 each – rights

Round 3 preferred shares carry equal voting rights and participate in dividends subject to hurdle arrangements and the priority rights of other preferred and deferred share classes, as set out in the Company’s articles. On a winding up or return of capital, Round 3 preferred shares are entitled to a preferred return ranking alongside Round 4 preferred shares and ahead of seed preferred, growth and ordinary shares, and thereafter participate in surplus proceeds in accordance with the articles, with conversion to ordinary shares on an as‑converted basis where this provides a higher return. Round 3 preferred shares are not redeemable.

Round 4 preferred shares of £0.00001 each – rights

Round 4 preferred shares carry equal voting rights and participate in dividends subject to hurdle arrangements and the rights of other preferred and deferred share classes, as set out in the Company’s articles. On a winding up or return of capital, Round 4 preferred shares rank alongside Round 3 preferred shares for a preferred return ahead of seed preferred, growth and ordinary shares, and thereafter participate in surplus proceeds in accordance with the articles, with conversion to ordinary shares on an as‑converted basis where this provides a higher return. Round 4 preferred shares are not redeemable.

Growth shares of £0.00001 each – rights

Growth shares carry equal voting rights and participate in dividends and returns of capital subject to hurdle arrangements and the priority rights of preferred and deferred share classes, as set out in the Company’s articles. On a winding up or return of capital, growth shares participate alongside ordinary shares in surplus proceeds after satisfaction of preferred and deferred returns, with limited participation below the hurdle thresholds. Growth shares are not redeemable.

COMIND TECHNOLOGIES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 34 -
19
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
741,015
196,003
707,513
179,334
Between two and five years
2,780,417
-
2,777,626
-
3,521,432
196,003
3,485,139
179,334
20
Events after the reporting date

On 20 February 2026, subsequent to the year end, the group issued 7,812 Ordinary shares at a nominal value of £0.00001.

Also subsequent to the year end, the group issued 5,314,216 share options.

21
Related party transactions
Transactions with related parties

The group has taken advantage of the exemption available in Section 33.1A of FRS 102 whereby it has not disclosed transactions with any wholly owned subsidiary undertakings.

During the year executive director Mr J R Dacombe was issued with 3,283,726 of a particular class of share (growth share, see note 18) in the year at nominal value. Mr Dacombe transferred his shareholding in CoMind Technologies Limited to Bletchley Industries Limited, of which he is the sole shareholder. CoMind Technologies Ltd issued Mr Dacombe with an interest free loan of £112,500 to pay for costs associated with this transaction, repayable over 5 years. At the year end the amount outstanding was £106,326 (2024: £75).

CoMind has an agreement with Bletchley Industries Limited, a shareholder with a common director, to recharge a share of joint expenses on a cost plus basis. During the year £8,955 was charged to CoMind under this relationship. No amounts were due at the year end.

22
Controlling party

The directors are of the opinion that there is no ultimate controlling party.

23
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
150,000
150,000
COMIND TECHNOLOGIES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
23
Directors' remuneration
(Continued)
- 35 -

In addition to the remuneration disclosed above, the director received private health care during the year amounting to £667 (2024: £667).

During the year retirement benefits were accruing to 0 directors (2024 - 0) in respect of defined contribution pension schemes.

At the year end a director held 2,345,385 options (2024: 2,345,385).

24
Cash absorbed by group operations
2025
2024
£
£
Loss after taxation
(10,794,707)
(7,777,500)
Adjustments for:
Taxation credited
(1,929,207)
(1,487,632)
Finance costs
77
1
Investment income
(582,647)
(575,318)
Loss on disposal of tangible fixed assets
6,232
-
Amortisation and impairment of intangible assets
972
972
Depreciation and impairment of tangible fixed assets
171,018
203,326
Equity settled share based payment expense
579,400
922,308
Movements in working capital:
Increase in debtors
(491,781)
(180,301)
Increase/(decrease) in creditors
661,785
(452,749)
Cash absorbed by operations
(12,378,858)
(9,346,893)
25
Prior period adjustment

During the year the company has taken the decision to recognise prior period adjustments relating to 3 key areas. 1) writing off amounts owed to group undertakings previously shown in debtors, 2) recognising share based payments transactions with its employees and 3) providing an impairment against fixed asset investments held.

Changes to the balance sheet - group
As previously reported
Adjustment at 1 Jan 2024
Adjustment at 31 Dec 2024
As restated at 31 Dec 2024
£
£
£
£
Current assets
Debtors due within one year
3,251,855
-
(1,198,151)
2,053,704
Creditors due within one year
Other creditors
(1,600,223)
-
1,218,609
(381,614)
Net assets
11,215,634
-
20,458
11,236,092
Capital and reserves
Other reserves
-
360,348
905,860
1,266,208
Profit and loss reserves
(19,614,467)
(360,348)
(885,402)
(20,860,217)
Total equity
11,215,634
-
20,458
11,236,092
COMIND TECHNOLOGIES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
25
Prior period adjustment
(Continued)
- 36 -
Changes to the profit and loss account - group
As previously reported
Adjustment
As restated
Period ended 31 December 2024
£
£
£
Administrative expenses
(9,476,918)
(901,850)
(10,378,768)
Reconciliation of changes in equity - group
The prior period adjustments do not give rise to any effect upon equity.
Reconciliation of changes in loss for the previous financial period
2024
£
Adjustments to prior year
Share based payment expense
(901,850)
Loss as previously reported
(6,875,650)
Loss as adjusted
(7,777,500)
Changes to the balance sheet - company
As previously reported
Adjustment at 1 Jan 2024
Adjustment at 31 Dec 2024
As restated at 31 Dec 2024
£
£
£
£
Fixed assets
Investments
1
143,718
(143,718)
1
Current assets
Debtors due within one year
3,237,647
-
(1,198,151)
2,039,496
Net assets
12,420,547
143,718
(1,341,869)
11,222,396
Capital and reserves
Other reserves
-
360,348
905,860
1,266,208
Profit and loss reserves
(18,409,554)
(216,630)
(2,247,729)
(20,873,913)
Total equity
12,420,547
143,718
(1,341,869)
11,222,396
Changes to the profit and loss account - company
As previously reported
Adjustment
As restated
Period ended 31 December 2024
£
£
£
Administrative expenses
(8,740,694)
(1,066,026)
(9,806,720)
Amounts impaired in respect of amounts due from group undertakings
-
(1,198,151)
(1,198,151)
Loss after taxation
(6,027,270)
(2,264,177)
(8,291,447)
COMIND TECHNOLOGIES LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
25
Prior period adjustment
(Continued)
- 37 -
Reconciliation of changes in equity - company
1 January
31 December
2024
2024
£
£
Adjustments to prior year
Amounts impaired in respect of amounts due from group undertakings
-
(1,198,151)
Share based payment expense
143,718
352,294
Fixed asset investment impairment
-
(352,294)
Total adjustments
143,718
(1,198,151)
Equity as previously reported
17,126,926
12,420,547
Equity as adjusted
17,270,644
11,222,396
Analysis of the effect upon equity
Other reserves
360,348
1,266,208
Profit and loss reserves
(216,630)
(2,464,359)
143,718
(1,198,151)
Reconciliation of changes in loss for the previous financial period
2024
£
Adjustments to prior year
Amounts impaired in respect of amounts due from group undertakings
(1,198,151)
Share based payment expense
(713,732)
Fixed asset investment impairment
(352,294)
Total adjustments
(2,264,177)
Loss as previously reported
(6,027,270)
Loss as adjusted
(8,291,447)
26
Analysis of changes in net funds - group
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
9,528,765
16,988,081
26,516,846
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