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Registered number: 12425375 COMMERCIS PLC ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
COMMERCIS PLC COMPANY INFORMATION
Directors | Alan Afrasiab (appointed 27 January 2020)
| Falak Yussouf (appointed 27 January 2020)
Registered number | 12425375
Registered office | 25 Cabot Square
| 14th Floor, Canary Wharf
| London
| E14 4QA
Independent auditors | McMillan Woods Audits Limited
| 42-44 Bishopsgate
| London
| United Kingdom
| EC2N 4AH
COMMERCIS PLC CONTENTS
| Page
Group Strategic Report | 1 - 5
Directors' Report | 6 - 7
Independent Auditors' Report | 8 - 11
Consolidated Statement of Comprehensive Income | 12
Consolidated Statement of Financial Position | 13 - 14
Company Statement of Financial Position | 15 - 16
Consolidated Statement of Changes in Equity | 17 - 18
Company Statement of Changes in Equity | 19 - 20
Consolidated Statement of Cash Flows | 21 - 22
Notes to the Financial Statements | 23 - 44
COMMERCIS PLC GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present the strategic report for the period ended 31 December 2025.
Chairman's Statement
The financial year represented an important stage in the Group's continued development as we progressed the execution of our long-term strategy to build an international technology and engineering business. Over recent years, the Group has successfully evolved from a specialist satellite communications provider into an organisation delivering integrated technology solutions across cloud infrastructure, cybersecurity, connectivity, digital engineering and managed services. Today, the Group operates across Middle East, the United Arab Emirates, Jordan and the United States, while continuing to expand its commercial presence throughout Europe. This international operating platform enables the Group to support governments, multinational organisations and enterprise customers across multiple markets while reducing reliance on any single geography or service line. The Board has remained focused on building a sustainable business supported by technical capability, disciplined financial management and strong operational governance. Investment during the year has been directed towards expanding higher-value technology services, strengthening internal processes and developing relationships with leading global technology providers. These initiatives have improved the quality of the Group's offering, increased opportunities for recurring revenues and created a stronger platform for long-term growth. Demand for secure communications, cloud infrastructure, cybersecurity and digital transformation solutions continues to increase as organisations seek to improve operational resilience and modernise their technology environments. Despite continued economic and geopolitical uncertainty, these underlying market trends remain supportive of the Group's core activities. The Group enters the new financial year with an established international platform, growing customer relationships and a pipeline of opportunities across engineering, connectivity, cloud and cybersecurity. The Board remains committed to disciplined execution, prudent capital management and creating long-term value for shareholders, customers, employees, partners and lenders.
Strategic Position
The Group's strategy is centred on delivering mission-critical technology solutions that enable customers to design, implement and manage secure digital infrastructure. The business has moved beyond its historical focus on satellite communications and now provides a broader range of services including engineering consultancy, systems integration, enterprise connectivity, cloud solutions, cybersecurity and managed technology services. This evolution enables the Group to support customers throughout the technology lifecycle, from initial design and implementation through to ongoing operational support. It also increases opportunities for long-term customer relationships and recurring service revenues. The Group's international operating model is based around complementary capabilities across its key markets. In Middle East, the Group has developed significant expertise in engineering, systems integration and critical infrastructure delivery, supporting customers requiring complex technology implementation and operational capability. Page 1
COMMERCIS PLC GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Jordan provides an important connectivity platform, supporting secure communications solutions, network infrastructure and regional customer requirements. The United Arab Emirates acts as a regional technology and commercial hub, supporting opportunities across cloud adoption, cybersecurity, enterprise solutions and strategic partnerships. The United States provides access to international technology ecosystems, global relationships and commercial opportunities, while Europe represents an expanding market for engineering consultancy, digital infrastructure and managed technology services. This operating structure allows the Group to combine international technical capability with local market knowledge, providing customers with solutions that are both technologically advanced and operationally practical. As organisations increasingly seek trusted partners capable of delivering integrated technology solutions, the Group's ability to combine engineering expertise, connectivity capability and digital transformation services represents a key competitive advantage.
Strategic Partnership with Google Cloud
During the year, the Group achieved an important milestone through its relationship with Google Cloud, strengthening its ability to deliver enterprise cloud infrastructure, digital transformation and managed technology solutions. The relationship supports the Group's strategy of expanding its higher-value technology services and providing customers with access to advanced cloud capabilities alongside the Group's own engineering expertise and regional delivery capability. As organisations continue to migrate critical systems and applications to cloud environments, demand is increasing for experienced partners capable of delivering secure, scalable and reliable solutions. The Group is well placed to support this transition through its combination of technical expertise, infrastructure knowledge and customer relationships. The integration of cloud capability with the Group's existing engineering, connectivity and cybersecurity services enables the delivery of more comprehensive solutions, supporting opportunities across consulting, implementation, managed services and ongoing technical support. The opportunity extends across the Group's international operations. In Middle East, cloud capability complements the Group's engineering and infrastructure delivery expertise. In the United Arab Emirates, it supports enterprise digital transformation initiatives within a rapidly developing technology market. In Jordan, it enhances the Group's ability to provide secure connectivity and technology solutions. The Group continues to strengthen international technology relationships through its presence in the United States while developing further commercial opportunities across Europe. The Board believes that relationships with global technology providers enhance the Group's technical capability, broaden customer opportunities and support the continued evolution of the business. Page 2
COMMERCIS PLC GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Market Outlook
The outlook for the Group remains positive, supported by continued investment in digital infrastructure, secure communications, engineering services, cloud computing and cybersecurity across the markets in which it operates. Across government, energy, telecommunications and enterprise sectors, organisations are increasingly focused on improving operational resilience, modernising infrastructure and strengthening their technology capabilities. These trends continue to support demand for the Group's specialist services. The Group's international operating model provides a strong foundation for future development, with each market contributing complementary capabilities. In Middle East, the Group continues to benefit from its established engineering capability and experience delivering complex infrastructure and technology projects. Demand remains supported by ongoing investment in telecommunications, energy, government programmes and critical infrastructure, where customers require reliable delivery partners with technical expertise and local market knowledge. Jordan remains an important connectivity hub within the region. Through its operations there, the Group supports customers with secure communications, network infrastructure and connectivity solutions, providing a platform for regional service delivery and customer support. The United Arab Emirates continues to provide opportunities across enterprise technology, cloud adoption, cybersecurity and digital transformation. Its position as a regional commercial and technology centre enables the Group to engage with multinational organisations, technology partners and businesses investing in modern infrastructure solutions. The United States strengthens the Group's access to global technology ecosystems, strategic relationships and international customers. The Group continues to develop these relationships while using its US presence to support broader commercial opportunities. Across Europe, the Group is expanding its commercial activities, developing new relationships and pursuing opportunities aligned with its engineering, connectivity, cloud and cybersecurity capabilities. This international platform enables the Group to access multiple markets while maintaining a balanced operating model. By combining local expertise with international technical capability, the Group is able to support customers across different sectors and respond effectively to changing technology requirements. Management continues to see encouraging levels of commercial activity across the Group's core markets, supported by opportunities in engineering, connectivity, cloud infrastructure and cybersecurity. The Board believes the combination of technical capability, established operations and strategic relationships provides a strong basis for continued development.
Financial Outlook
The Board enters the forthcoming financial year with confidence, supported by secured contracts, advanced-stage commercial opportunities and a growing pipeline across the Group's principal service areas. Based on current trading, contracted revenues and management's assessment of future opportunities, the Group forecasts revenue of approximately US$28 million for the forthcoming financial year. Page 3
COMMERCIS PLC GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Forecast Financial Performance
US $ Million Revenue 28.0 Gross Profit 12.2 Gross Margin 42.5% EBITDA 2.6 Profit Before Tax 2.0 The forecast reflects the continued development of the Group's revenue mix, with increasing contributions from engineering services, cloud solutions, cybersecurity and managed technology offerings. The expected improvement in margins reflects the Group's strategic focus on higher-value services that generate stronger returns and create deeper customer relationships. These services provide opportunities for longer-term engagements and improved revenue visibility compared with traditional transactional technology projects. Management remains focused on disciplined project selection, effective cost management and active working capital control. Maintaining strong financial discipline and cash conversion remains a priority as the Group continues to scale. While forecasts remain subject to normal market and operational conditions, the Board believes they are supported by the Group's established customer relationships, international operating platform and structured approach to commercial development.
Strengthening Governance
The Board continues to place strong emphasis on governance, operational discipline and financial control as the Group develops internationally. During the year, the Group further strengthened its processes across commercial management, financial reporting, project oversight and risk management. New and enhanced procedures ensure that opportunities are evaluated against clear criteria, including technical feasibility, delivery capability, commercial terms and expected financial returns. This approach enables the Group to pursue growth opportunities while maintaining appropriate oversight of operational and financial risks. The Group has also continued to improve financial reporting and performance monitoring, providing management and the Board with greater visibility over project delivery, operational performance and cash management. These improvements support better decision-making and provide increased transparency for shareholders, customers, lenders and strategic partners. The Board recognises that effective governance is essential to supporting sustainable growth. As the Group continues to expand, maintaining strong controls, disciplined processes and responsible financial management will remain fundamental priorities. Page 4
COMMERCIS PLC GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Closing Remarks
The year ahead will focus on continued execution of the Group's strategy, delivering existing commitments and converting commercial opportunities into sustainable long-term relationships. Management will continue to prioritise successful project delivery, operational efficiency and the development of higher-value technology services across the Group's international operations. The Board remains committed to maintaining strong governance, disciplined financial management and careful allocation of resources as the business continues to develop. With established capabilities across engineering, connectivity, cloud infrastructure and cybersecurity, supported by experienced teams and long-standing customer relationships, the Group has built a strong foundation for the next phase of its development. This report was approved by the board on 23 July 2026 and signed on its behalf.
Alan Afrasiab Director
Page 5
COMMERCIS PLC DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group 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 for the Group's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The profit for the year, after taxation and minority interests, amounted to $3,227,078 (2024 - loss $522,976).
Directors
The directors who served during the year were:
Alan Afrasiab (appointed 27 January 2020)
Falak Yussouf (appointed 27 January 2020)
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information. Page 6
COMMERCIS PLC DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Auditors
The auditors, McMillan Woods Audits Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Alan Afrasiab Director
Date: 23 July 2026
Page 7
COMMERCIS PLC INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COMMERCIS PLC
Opinion
We have audited the financial statements of Commercis PLC (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 8
COMMERCIS PLC INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COMMERCIS PLC (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report. 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' Responsibilities Statement set out on page 6, 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 Group's and 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. Page 9
COMMERCIS PLC INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COMMERCIS PLC (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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 Group financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. Our audit procedures were designed to respond to the risk faced by the company, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. We focused on laws and regulations that could give rise to a material misstatement in the financial statements,\ including, but not limited to, financial reporting legislation, the Companies Act 2006, distributable profits legislation and UK pensions and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, review of board and committee meeting minutes, enquiries with management, enquiries of external legal advisors, review of correspondence with external legal advisors and review of external press releases. There are inherent limitations in the audit procedures described above and, the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to management bias in accounting estimates. We addressed the risk of management override of internal controls through testing journals, in particular any entries posted with unusual account combinations or posted by senior management. We evaluated whether there was evidence of bias by the Directors in accounting estimates that represented a risk of material misstatement due to fraud. We challenged assumptions and judgments made by management in their significant accounting estimates, in particular in relation to contract accounting, the valuation of investment properties and defined contribution pension scheme accounting. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report. Page 10
COMMERCIS PLC INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COMMERCIS PLC (CONTINUED)
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 Auditors' 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. Krishna Prasad Dahal (Senior Statutory Auditor) for and on behalf of McMillan Woods Audits Limited 42-44 Bishopsgate London United Kingdom EC2N 4AH 23 July 2026 Page 11
COMMERCIS PLC CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | $ | $
Turnover | 4 | 21,178,716 | 21,251,858
Cost of sales |  | (7,863,763) | (7,835,869)
Gross profit |  | 13,314,953 | 13,415,989
Administrative expenses |  | (9,882,089) | (14,342,579)
Other operating income | 5 | 96,255 | 253,430
Operating profit/(loss) |  | 3,529,119 | (673,160)
(Loss)/profit on disposal of investments |  | (714,623) | -
Interest payable and similar expenses | 8 | (299,372) | (120,321)
Profit/(loss) before tax |  | 2,515,124 | (793,481)
Tax on profit/(loss) |  | 725,704 | 146,153
Profit/(loss) for the financial year |  | 3,240,828 | (647,328)
Other comprehensive income for the year |  |  |
Total comprehensive income for the year |  | 3,240,828 | (647,328)
Profit for the year attributable to: |  |  |
Non-controlling interests - Dividends equity paid |  | 13,750 | (124,352)
Profit/(loss) for the period |  | 3,240,828 | (647,328)
Owners of the parent company |  | 3,227,078 | (522,976)
The notes on pages 23 to 44 form part of these financial statements.
Page 12
COMMERCIS PLC REGISTERED NUMBER: 12425375 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | $ |  | $
Fixed assets |  |  |  |  |
Intangible assets |  |  | 4,022,310 |  | 3,981,704
Tangible assets |  |  | 1,834,388 |  | 17,576,009
|  |  | 5,856,698 |  | 21,557,713
Current assets |  |  |  |  |
Stocks | 13 | 95,212 |  | 627,594 |
Debtors: amounts falling due within one year | 14 | 2,075,121 |  | 4,299,752 |
Cash at bank and in hand | 15 | 144,593 |  | 499,376 |
|  | 2,314,926 |  | 5,426,722 |
Creditors: amounts falling due within one year | 16 | (2,162,488) |  | (10,887,118) |
Net current assets/(liabilities) |  |  | 152,438 |  | (5,460,396)
Total assets less current liabilities |  |  | 6,009,136 |  | 16,097,317
Creditors: amounts falling due after more than one year | 17 |  | (5,209,411) |  | (17,527,724)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 18 | 1,395,238 |  | 491,019 |
Other provisions | 19 | (7,785) |  | (7,785) |
|  |  | 1,387,453 |  | 483,234
Net assets excluding pension asset |  |  | 2,187,178 |  | (947,173)
Net assets/(liabilities) |  |  | 2,187,178 |  | (947,173)
Capital and reserves |  |  |  |  |
Called up share capital | 20 |  | 67,658 |  | 67,658
Merger reserve |  |  | (684,463) |  | (684,463)
Profit and loss account |  |  | 2,837,733 |  | (263,495)
Equity attributable to owners of the parent Company |  |  | 2,220,928 |  | (880,300)
Non-controlling interests |  |  | (33,750) |  | (66,873)
|  |  | 2,187,178 |  | (947,173)
Page 13
COMMERCIS PLC REGISTERED NUMBER: 12425375 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2025 The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Alan Afrasiab
Director
Date: 23 July 2026
The notes on pages 23 to 44 form part of these financial statements. Page 14
COMMERCIS PLC REGISTERED NUMBER: 12425375 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | $ |  | $
Fixed assets |  |  |  |  |
Intangible fixed assets |  |  | 183,251 |  | 123,644
Tangible fixed assets |  |  | 10,828 |  | 14,134
Investments | 12 |  | 135,409,625 |  | 13,166
|  |  | 135,603,704 |  | 150,944
Current assets |  |  |  |  |
Stocks | 13 | 630 |  | - |
Debtors: amounts falling due within one year | 14 | 2,939,504 |  | 6,552,469 |
Cash at bank and in hand | 15 | 1,385 |  | 3,166 |
|  | 2,941,519 |  | 6,555,635 |
Creditors: amounts falling due within one year | 16 | (2,008,562) |  | (6,534,009) |
Net current assets |  |  | 932,957 |  | 21,626
Total assets less current liabilities |  |  | 136,536,661 |  | 172,570
Creditors: amounts falling due after more than one year | 17 |  | (135,790,846) |  | -
Provisions for liabilities |  |  |  |  |
Deferred taxation | 18 | 34,343 |  | 22,582 |
|  |  | 34,343 |  | 22,582
Net assets excluding pension asset |  |  | 780,158 |  | 195,152
Net assets |  |  | 780,158 |  | 195,152
Capital and reserves |  |  |  |  |
Called up share capital | 20 |  | 67,658 |  | 67,658
Profit and loss account brought forward |  | 127,494 |  | (4,493) |
Profit for the year |  | 710,856 |  | 257,987 |
Other changes in the profit and loss account |  | (125,850) |  | (126,000) |
Profit and loss account carried forward |  |  | 712,500 |  | 127,494
|  |  | 780,158 |  | 195,152
Page 15
COMMERCIS PLC REGISTERED NUMBER: 12425375 COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2025 The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Alan Afrasiab
Director
Date: 23 July 2026
The notes on pages 23 to 44 form part of these financial statements. Page 16
COMMERCIS PLC CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Merger reserve | Profit and loss account | Equity attributable to owners of Parent Company | Non-controlling interests | Total equity
| $ | $ | $ | $ | $ | $
At 1 January 2025 | 67,658 | (684,463) | (263,495) | (880,300) | (66,873) | (947,173)
Comprehensive income for the year |  |  |  |  |  |
Profit for the year | - | - | 3,227,078 | 3,227,078 | - | 3,227,078
Other comprehensive income for the year | - | - | - | - | - | -
Total comprehensive income for the year | - | - | 3,227,078 | 3,227,078 | - | 3,227,078
Contributions by and distributions to owners |  |  |  |  |  |
Dividends: Equity capital | - | - | (125,850) | (125,850) | 13,750 | (112,100)
Other movement type 1 | - | - | - | - | 19,373 | 19,373
Total transactions with owners | - | - | (125,850) | (125,850) | 33,123 | (92,727)
At 31 December 2025 | 67,658 | (684,463) | 2,837,733 | 2,220,928 | (33,750) | 2,187,178
| The notes on pages 23 to 44 form part of these financial statements.
Page 17
COMMERCIS PLC CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Merger reserve | Profit and loss account | Equity attributable to owners of Parent Company | Non-controlling interests | Total equity
| $ | $ | $ | $ | $ | $
Impact of change in accounting policy | - | (684,463) | - | (684,463) | - | (684,463)
At 1 January 2024 (adjusted balance) | 67,658 | (684,463) | 385,481 | (231,324) | 57,479 | (173,845)
Comprehensive income for the year |  |  |  |  |  |
Loss for the year | - | - | (522,976) | (522,976) | - | (522,976)
Other comprehensive income for the year | - | - | - | - | - | -
Total comprehensive income for the year | - | - | (522,976) | (522,976) | - | (522,976)
Contributions by and distributions to owners |  |  |  |  |  |
Dividends: Equity capital | - | - | (126,000) | (126,000) | (124,352) | (250,352)
Total transactions with owners | - | - | (126,000) | (126,000) | (124,352) | (250,352)
At 31 December 2024 | 67,658 | (684,463) | (263,495) | (880,300) | (66,873) | (947,173)
| The notes on pages 23 to 44 form part of these financial statements.
Page 18
COMMERCIS PLC COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| $ | $ | $
At 1 January 2025 | 67,658 | 127,494 | 195,152
Comprehensive income for the year |  |  |
Profit for the year | - | 710,856 | 710,856
Other comprehensive income for the year | - | - | -
Total comprehensive income for the year | - | 710,856 | 710,856
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | - | (125,850) | (125,850)
Total transactions with owners | - | (125,850) | (125,850)
At 31 December 2025 | 67,658 | 712,500 | 780,158
| The notes on pages 23 to 44 form part of these financial statements.
Page 19
COMMERCIS PLC COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Profit and loss account | Total equity
| $ | $ | $
At 1 January 2024 | 67,658 | (4,493) | 63,165
Comprehensive income for the year |  |  |
Profit for the year | - | 257,987 | 257,987
Other comprehensive income for the year | - | - | -
Total comprehensive income for the year | - | 257,987 | 257,987
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | - | (126,000) | (126,000)
Total transactions with owners | - | (126,000) | (126,000)
At 31 December 2024 | 67,658 | 127,494 | 195,152
| The notes on pages 23 to 44 form part of these financial statements.
Page 20
COMMERCIS PLC CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | $ | $
Cash flows from operating activities |  |
Profit/(loss) for the financial year | 3,240,828 | (647,328)
Adjustments for: |  |
Amortisation of intangible assets | 19,002 | 15,865
Depreciation of tangible assets | 2,475,099 | 3,359,993
Loss on disposal of tangible assets | (2,243,294) | (39,830)
Interest paid | 299,372 | 120,321
Taxation charge | (1,395,238) | (491,019)
Decrease/(increase) in stocks | 532,382 | (38,238)
Decrease in debtors | 2,224,628 | 1,364,336
(Decrease) in creditors | (21,054,075) | (3,592,171)
Corporation tax received | 491,019 | 192,846
Disposal of Talia Limited | 10,815,632 | -
Disposal of Talia South Sudan | 46,800 | -
Disposal of Talia Afghanistan Limited | (52,259) | -
Net cash generated from operating activities | (4,600,104) | 244,775
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (103,344) | -
Sale of intangible assets | - | 706,084
Purchase of tangible fixed assets | (274,441) | (2,665,993)
Sale of tangible fixed assets | 4,922,478 | 175,074
Net cash from investing activities | 4,544,693 | (1,784,835)
Cash flows from financing activities |  |
Repayment of loans | - | 264,398
Dividends paid | - | (126,000)
Interest paid | (299,372) | (120,321)
Merger Reserve | - | (684,463)
Net cash used in financing activities | (299,372) | (666,386)
Net (decrease) in cash and cash equivalents | (354,783) | (2,206,446)
Cash and cash equivalents at beginning of year | 499,376 | 2,705,822
Cash and cash equivalents at the end of year | 144,593 | 499,376
Cash and cash equivalents at the end of year comprise: |  |
Page 21
COMMERCIS PLC CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
|  | 2025 | 2024
|  | $ | $
Cash at bank and in hand | 144,593 | 499,376
| 144,593 | 499,376
The notes on pages 23 to 44 form part of these financial statements.
Page 22
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Commercis PLC is a public limited company incorporated in England and Wales. The registered office is Third Floor, 6 - 8 James Street, London, England, W1U 1ED. The principal activity of the company is that of provision of internet services. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases. In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2023.
| 2.3 | Going concern
The Group made a profit after tax of $3,227,078 (PY loss of $522,976) and had net current assets of $152,438 (PY net current liabilities of $5,460,396) and net assets of $2,187,178 (PY Net liabilities of $947,173).The Director have assessed the going concem risks to the Group and have concluded that Financial projections indicate that the Group and the Subsidiaries will continue to meet its llabilities as they fall due over the next twelve months from the date of approval of these financial statements. Based on these indicators, the Directors believe that it remains appropriate to prepare the Group financial statements on a going concern basis. Page 23
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is USD. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. On consolidation, the results of overseas operations are translated into Dollars at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Group has transferred the significant risks and rewards of ownership to the buyer; ∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Page 24
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | Revenue (continued)
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.6 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.7 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.8 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.9 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds. Page 25
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.10 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.11 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows: Page 26
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | Intangible assets (continued)
|  |  |  | Other intangible fixed assets | - |  | 5 years
| 2.12 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Freehold property | - | 01-05 years Straight Line Method
|  |  |  | Plant and machinery | - | 01-05 years Straight Line Method
|  |  |  | Plant and machinery - Transponder | - | 109 months Straight Line Method
|  |  |  | Fixtures and fittings | - | 01-05 years Straight Line Method
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.13 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period. Page 27
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.14 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.15 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.16 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.17 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.18 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation. Increases in provisions are generally charged as an expense to profit or loss.
| 2.19 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Page 28
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.19 | Financial instruments (continued)
Sections 11 and 12 and the other presentation requirements of FRS 102. Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the Page 29
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.19 | Financial instruments (continued)
contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
| 2.20 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Page 30
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
The group makes certain estimates and assumptions regarding the future. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from estimates and assumptions.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Income from hardware, bandwidth services and support | 21,178,716 | 21,251,858
|  | 21,178,716 | 21,251,858
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Other operating income | 96,255 | 253,430
|  | 96,255 | 253,430
6. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors and their associates:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements | 47,520 | 42,000
Page 31
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $ | $ | $ | $
| Wages and salaries | 5,081,331 | 5,572,912 | 810,600 | 672,328
| Social security costs | 371,563 | 427,415 | 91,883 | 71,208
| Cost of defined contribution scheme | 42,165 | 40,640 | 11,124 | 8,252
|  | 5,495,059 | 6,040,967 | 913,607 | 751,788
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | Group | Group | Company | Company
|  |  | 2025 | 2024 | 2025 | 2024
|  |  | No. | No. | No. | No.
|  | Total Number of Employees | 140 | 151 | 12 | 11
8. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Bank interest payable | 131,040 | 49,309
| Other loan interest payable | 168,332 | 71,012
|  | 299,372 | 120,321
Page 32
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
9. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Corporation tax |  |
| Current tax on profits for the year | 127,541 | 152,020
|  | 127,541 | 152,020
| Total current tax | 127,541 | 152,020
| Deferred tax |  |
| Deferred tax - current year | (853,245) | (298,173)
| Total deferred tax | (853,245) | (298,173)
|  | (725,704) | (146,153)
| Factors affecting tax charge for the year
| There were no factors that affected the tax charge for the year which has been calculated on the profits on ordinary activities before tax at the standard rate of corporation tax in the UK of 25% (2024 - 25%).
Page 33
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Intangible assets
| Group
|  | Patents | Goodwill | Total
|  | $ | $ | $
| Cost |  |  |
| At 1 January 2025 | 264,881 | 3,838,792 | 4,103,673
| Additions | 103,344 | - | 103,344
| At 31 December 2025 | 368,225 | 3,838,792 | 4,207,017
| Amortisation |  |  |
| At 1 January 2025 | 121,968 | - | 121,968
| Charge for the year on owned assets | 62,739 | - | 62,739
| At 31 December 2025 | 184,707 | - | 184,707
| Net book value |  |  |
| At 31 December 2025 | 183,518 | 3,838,792 | 4,022,310
| At 31 December 2024 | 142,912 | 3,838,792 | 3,981,704
Page 34
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 10.Intangible assets (continued)
| Company
|  | Patents
|  | $
| Cost |
| At 1 January 2025 | 228,103
| Additions | 103,344
| At 31 December 2025 | 331,447
| Amortisation |
| At 1 January 2025 | 104,460
| Charge for the year | 43,737
| At 31 December 2025 | 148,197
| Net book value |
| At 31 December 2025 | 183,250
| At 31 December 2024 | 123,644
Page 35
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Tangible fixed assets
| Group
|  | Freehold property | Plant and machinery | Motor vehicles | Fixtures and fittings | ROU Asset | Total
|  | $ | $ | $ | $ | $ | $
| Cost or valuation |  |  |  |  |  |
| At 1 January 2025 | 1,327,348 | 27,724,046 | 12,976 | 1,042,162 | 224,745 | 30,331,277
| Additions | - | 210,462 | - | 8,034 | 56,030 | 274,526
| Disposals | - | - | - | (14,664) | - | (14,664)
| Disposal of subsidiary | (318,039) | (24,238,646) | - | (929,202) | - | (25,485,887)
| At 31 December 2025 | 1,009,309 | 3,695,862 | 12,976 | 106,330 | 280,775 | 5,105,252
| Depreciation |  |  |  |  |  |
| At 1 January 2025 | 242,341 | 12,025,004 | 5,971 | 470,481 | 11,472 | 12,755,269
| Charge for the year on owned assets | 32,851 | 221,791 | 1,449 | 4,717 | - | 260,808
| Charge for the year on financed assets | - | - | - | - | 83,076 | 83,076
| Disposals | - | 2,176,068 | - | - | - | 2,176,068
| Disposal of subsidiary | (172,358) | (11,409,853) | - | (422,146) | - | (12,004,357)
| At 31 December 2025 | 102,834 | 3,013,010 | 7,420 | 53,052 | 94,548 | 3,270,864
| Net book value |  |  |  |  |  |
| At 31 December 2025 | 906,475 | 682,852 | 5,556 | 53,278 | 186,227 | 1,834,388
| At 31 December 2024 | 1,085,007 | 15,699,042 | 7,005 | 571,682 | 213,273 | 17,576,009
| The opening net book value of Freehold Property differs from the closing balance reported in the prior year financial statements by $213,273 due to the reclassification of certain assets to Right-of-Use assets. This reclassification affects presentation only and has no impact on the Group's total non-current assets.
Page 36
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| Company
|  | Fixtures and fittings
|  | $
| Cost or valuation |
| At 1 January 2025 | 18,826
| Additions | 762
| At 31 December 2025 | 19,588
| Depreciation |
| At 1 January 2025 | 4,691
| Charge for the year on owned assets | 4,068
| At 31 December 2025 | 8,759
| Net book value |
| At 31 December 2025 | 10,829
| At 31 December 2024 | 14,134
Page 37
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Investments
| Company
|  | Investments in subsidiary companies
|  | $
| Cost or valuation |
| At 1 January 2025 | 13,166
| Additions | 135,396,459
| At 31 December 2025 | 135,409,625
| Net book value |
| At 31 December 2025 | 135,409,625
| At 31 December 2024 | 13,166
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Talia Limited | United Kingdom | Ordinary | 100%
| Commercis Communications Ltd | United Kingdom | Ordinary | 100%
| Commercis ME Ltd | United Kingdom | Ordinary | 90%
| Commercis Engineering Ltd | United Kingdom | Ordinary | 100%
| Commercis Network Ltd | United Kingdom | Ordinary | 100%
| Commercis Technology Ltd | United Kingdom | Ordinary | 100%
| Datagrid Network GmBh | Germany | Ordinary | 100%
| Talia South Sudan Limited | South Sudan | Ordinary | 69%
| Commercis FZE LLC | Dubai, UAE | Ordinary | 100%
| Onlime GmBh | Germany | Ordinary | 89%
| Commercis Global LLC | USA | Ordinary | 100%
13. | Stocks
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $ | $ | $ | $
| Work in progress (goods to be sold) | 59,136 | - | 630 | -
| Finished goods and goods for resale | 36,076 | 627,594 | - | -
|  | 95,212 | 627,594 | 630 | -
Page 38
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $ | $ | $ | $
| Trade debtors | 1,273,144 | 2,864,310 | 593,616 | 615,002
| Amounts owed by group undertakings | - | - | 1,827,661 | 5,526,593
| Other debtors | 648,889 | 712,780 | 463,152 | 354,092
| Called up share capital not paid | 47,049 | 47,049 | 47,049 | 47,049
| Prepayments and accrued income | 106,039 | 675,613 | 8,026 | 9,733
|  | 2,075,121 | 4,299,752 | 2,939,504 | 6,552,469
15. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $ | $ | $ | $
| Cash at bank and in hand | 144,593 | 499,376 | 1,385 | 3,166
|  | 144,593 | 499,376 | 1,385 | 3,166
16. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $ | $ | $ | $
| Bank loans | - | 156,579 | - | -
| Hire Purchase Loan | 1 | 1,109,117 | - | -
| Trade creditors | 279,703 | 7,522,363 | 109,949 | 108,187
| Amounts owed to group undertakings | - | - | 1,722,750 | 6,296,402
| Corporation tax | 130,109 | 90,926 | 40,740 | -
| Other taxation and social security | 162,071 | 194,488 | 25,761 | -
| Obligations under finance lease and hire purchase contracts | 218,586 | - | - | -
| Other creditors | 876,578 | 584,073 | 30,170 | 16,918
| Accruals and deferred income | 495,440 | 1,229,572 | 79,192 | 112,502
|  | 2,162,488 | 10,887,118 | 2,008,562 | 6,534,009
Page 39
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $ | $ | $ | $
| Bank loans | 276,042 | 140,947 | - | -
| Hire Purchase Loan | 4,933,369 | 17,386,777 | 394,387 | -
| Amounts owed to group undertakings | - | - | 135,396,459 | -
|  | 5,209,411 | 17,527,724 | 135,790,846 | -
18. | Deferred taxation
| Group
|  | 2025 | 2024
|  | $ | $
| At beginning of year | 491,019 | 192,846
| Charged to profit or loss | 712,292 | 298,173
| Utilised in year | 191,927 | -
| At end of year | 1,395,238 | 491,019
Page 40
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 18.Deferred taxation (continued)
| Company
|  | 2025 | 2024
|  | $ | $
| At beginning of year | 22,582 | 11,498
| Charged to profit or loss | 11,761 | 11,084
| At end of year | 34,343 | 22,582
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $ | $ | $ | $
| Deferred tax - charge to profit or loss | 1,203,311 | 491,019 | 34,343 | 22,582
| Disposal of Subsidiary | 191,927 | - | - | -
|  | 1,395,238 | 491,019 | 34,343 | 22,582
| Comprising: |  |  |  |
| Liability | 1,395,238 | 491,019 | 34,343 | 22,582
|  | 1,395,238 | 491,019 | 34,343 | 22,582
19. | Provisions
| Group
|  | Other provision 1
|  | $
| At 1 January 2025 | 7,785
| At 31 December 2025 | 7,785
Page 41
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
|  | Authorised, allotted, called up and fully paid |  |
|  | 67,658 (2024 - 67,658) - | 67,658.00 | 67,658.00
21. | Commitments under operating leases
| At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | $ | $
| Not later than 1 year | 90,390 | 56,850
| Later than 1 year and not later than 5 years | 120,780 | 168,564
|  | 211,170 | 225,414
| The comparative operating lease commitment of $225,414 as at 31 December 2024 has been presented in the current year's financial statements following the reclassification of certain leased assets to Right-of-Use assets. This presentation aligns with the current year classification and has no impact on the Group's overall financial position.
22. | Related party transactions
| The outstanding balances of related parties are as follows:
|  | 2025 | 2024
|  | $ | $
| Talia FZE | 593,909 | 342,074
| Director’s Loan Account | 410,816 | 349,826
| Yussouf & Co | 52,452 | 41,252
| Talia Ltd. | (342,320) | -
|  | 714,857 | 733,152
Page 42
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
23. | Post balance sheet events
1. Strategic Partnership Development Following the balance sheet date, the Company achieved a significant strategic milestone through its recognition as an official partner of Google Cloud. This partnership strengthens the Company’s position within the regional technology and connectivity market and enhances its ability to deliver advanced cloud-enabled solutions and digital infrastructure services to enterprise and governmental clients. The partnership is expected to support the Company’s long-term growth strategy by increasing market credibility, expanding service capabilities, and creating opportunities for collaboration on large-scale digital transformation initiatives across the wider region. 2. Market Developments and Regional Opportunities During the post balance sheet period, escalating geopolitical tensions and ongoing conflict in parts of the Middle East have increased demand for resilient connectivity and communications infrastructure in unstable and operationally challenging environments. As a provider specializing in connectivity solutions within complex and high-risk regions, the Company has experienced increased commercial interest from organizations requiring reliable communications infrastructure, operational continuity support, and secure connectivity solutions in areas affected by instability. Management believes this evolving market conditions have created a substantial pipeline of new opportunities across the energy, logistics, infrastructure, and governmental sectors. 3. New Commercial Engagements Subsequent to the balance sheet date, the Company entered into early-stage commercial discussions and preliminary contractual arrangements with a major United States-based industry participant relating to the development of a new oil field project in the Middle East. Due to confidentiality obligations and the early-stage nature of the engagement, the Company is unable to disclose the identity of the counterparty or specific commercial terms at this time. Management considers this development strategically significant and believes the project has the potential to contribute materially to future revenues and regional expansion. 4. Operational and Governance Enhancements Subsequent to the balance sheet date, the Company implemented enhancements to its operational and management structure in response to evolving market conditions, increased regional activity, and anticipated growth in strategic projects. The measures introduced include improved segregation of duties, a more decentralized operating structure, strengthened reporting lines, and enhanced internal oversight mechanisms. The updated structure distributes key responsibilities across designated senior personnel to better support decision-making, improve responsiveness, and reinforce governance across regional operations. Management considers these actions prudent and necessary to support the Company’s expanding operational footprint, improve governance standards, and ensure efficient execution of strategic initiatives in complex operating environments. The Company expects these enhancements to contribute positively to operational effectiveness, accountability, compliance, and overall corporate governance. Page 43
COMMERCIS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 23.Post balance sheet events (continued) Conclusion These events do not require adjustment to the financial statements as of the balance sheet date but are considered material for disclosure purposes.
Page 44