The directors present the strategic report for the year ended 31 December 2025.
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 £10.8m 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.
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.
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.
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.
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.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
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.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
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.
Kirk Newsholme were appointed as auditor to the company, and are deemed to be reappointed under section 487(2) of the Companies Act 2006.
The comparative information for the year ended 31 December 2024 has not been audited.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
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).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report 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.
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.
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.
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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’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.
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.
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 amounts 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.
The consolidated group financial statements consist of the financial statements of the parent company CoMind Technologies Limited together with it's sole subsidiary.
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 group.
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.
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.
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.
Equity investments 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.
In the parent company financial statements, investments in its subsidiary 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.
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.
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, 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 method 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, 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.
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.
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.
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, 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 payments 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.
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 through 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The tax expense represents the sum of the tax currently repayable:
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.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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 company 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.
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 leased asset are consumed.
Government grants are recognised at the fair value of the asset received 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.
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.
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.
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.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
Included 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).
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:
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.
Details of the company's subsidiaries at 31 December 2025 are as follows:
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).
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 group 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.
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.
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.
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.
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:
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.
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.
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).
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.