Company Registration No. SC454090 (Scotland)
Comcarde Limited
(Trading as BR-DGE)
Annual report and financial statements
for the year ended 31 December 2025
Comcarde Limited
Company information
Directors
Perry Blacher
Chairman
Pauline Bradley
Brian Coburn
Thomas Gillan
Jake Kleiner
Secretary
Thomas Gillan
Company number
SC454090
Registered office
56 George Street
Edinburgh
EH2 2LR
Independent auditor
Saffery LLP
Torridon House
Beechwood Park
Inverness
IV2 3BW
Business address
Stanhope House
Stanhope Street
Edinburgh
EH12 5HH
Bankers
Bank of Scotland plc
PO Box 17235
Edinburgh
EH11 1YH
Comcarde Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Income statement
9
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 25
Comcarde Limited
Strategic report
For the year ended 31 December 2025
1

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

Review of the business

At BR-DGE our mission is to redefine the payments landscape, by building the technology, connections and relationships that enable merchants and payment providers to optimise, innovate and grow. We host one of the most advanced payment ecosystems, focussed on the following:

- For consumers, we personalise and remove friction, allowing people to pay how they want, in as few clicks as possible.

- For merchants, we optimise conversion, our north star metric, ensuring transactions make their way from basket to bank, without unnecessary drop off.

- For payment providers, we offer distribution and targeted access to flow, helping them connect with the right merchants and geographies more effectively.

As the payment orchestration market continues to mature, we’re seeing a clear shift in enterprise demand. Merchants are actively unbundling legacy payment services in favour of best-in-class, modular solutions that give them greater control, flexibility, and performance. This shift was reflected in our strong performance across the following areas:

- ARR growth of 375% year on year

- Substantial ARR growth driven by contracted revenue and partnerships going live throughout the year

- Further contracts secured with tier 1 enterprise scale merchants, adding substantial volumes into 2026

- Continued expansion of the product offering, developing new features and strengthening existing products

- Continued SOC2 type 2 and PCI 4.0 accreditations

- Embedding of AI and incorporation into products and internal productivity

- Further expansion of the team to drive growth

Principal risks and uncertainties

Change across the payments industry remains fast moving and highly competitive. Consumers continue to demand more flexible and diverse online payment methods, and the volume of digital transactions shows no sign of slowing. This creates significant opportunity, but also introduces a range of external and operational risks.

The key risks and uncertainties identified by the business are:

- Macro-economic volatility, particularly the impact on geographic expansion plans and market stability

- Cybersecurity threats, including both targeted attacks and broader platform vulnerabilities

- Increasing regulatory complexity, with evolving requirements across data privacy, compliance, and payments infrastructure

- Rapid advancement in AI and emerging technologies, embracing AI and new technologies is key to driving innovation, efficiency and competitive edge

We actively address these through a robust internal risk management framework, embedded governance practices and a proactive focus on platform resilience, compliance, and security. Regular board level oversight ensures these risks are reviewed in line with strategic priorities and changing market conditions.

Comcarde Limited
Strategic report (continued)
For the year ended 31 December 2025
2
Key performance indicators

We track a focused set of KPIs to ensure we’re delivering value to our customers, partners, shareholders and team. These include:

- Conversion rate across key payment flows

- Customer satisfaction (CSAT)

- New product development and delivery velocity

- Platform performance and scalability

- Financial performance (EBITDA, ARR, and cash burn)

- Net retention rate

- Volume of transactions processed through the platform

- Take rate per transaction

- Regulatory compliance and certifications

- Employee Net Promoter Score (eNPS)

The Directors are pleased with the progress against each of these metrics in the financial year.

On behalf of the board
Thomas Gillan
Director
31 July 2026
Comcarde Limited
Directors' report
For the year ended 31 December 2025
3

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

Principal activities

The principal activities of the company are software development and the provision of payment orchestration and other related services to its customers.

Results and dividends

The results for the year are set out on page 9.

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

Directors

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

David Reeves
(resigned 25 June 2026)
Chairman
Perry Blacher
(appointed 25 June 2026)
Chairman
Pauline Bradley
Brian Coburn
Thomas Gillan
Iain Mackintosh
(resigned 23 April 2026)
Jake Kleiner
(appointed 23 April 2026)
Research and development

Our R&D efforts have been focused on building and refining a payment orchestration platform that helps enterprise merchants simplify and optimise the way they manage digital payments. Through a single integration into BR-DGE, customers can connect their digital channels and apps to a wide network of third-party payment providers and services.

The platform is designed to address the growing operational and commercial challenges faced by large organisations. As transaction volumes rise and customer expectations shift, many businesses are constrained by legacy payment infrastructure, limited provider choice, and the increasing complexity of operating across multiple markets.

Our platform supports integration with existing payment stacks, provides access to a wide range of global and alternative payment methods, and allows merchants to configure the elements they need. Intelligent routing

ensures payments are processed in the most effective way, improving success rates, and reducing costs. The product has been developed to be modular, adaptable, and scalable to meet the needs of global businesses with complex requirements.

Comcarde Limited
Directors' report (continued)
For the year ended 31 December 2025
4
Future developments

Our roadmap is focused on scaling platform capability, performance and resilience, while helping merchants unlock more value from their payment operations by taking a data-driven approach to optimisation. We are

continuing to enhance our hosted checkout products, giving merchants greater control over configuration and branding, while reducing integration complexity and time to revenue. Personalisation features will evolve to reduce friction and improve payment experiences, supporting better conversion and customer loyalty. We will also continue to develop our observability and data models, to give merchants clearer visibility of payment performance and more actionable insights.

Our market leading token vault capabilities are also evolving, with continued innovation to support greater resilience and flexibility. Geographic expansion will focus on enabling orchestration in card dominant markets, allowing our customers to operate more effectively at global scale. We are also incorporating machine learning to improve routing logic and provide merchants with smarter optimisation tools as standard.

Looking ahead, we expect to more than triple our transaction volumes in 2026, reflecting the growing adoption of BR-DGE across our core verticals and an increasing number of enterprise use cases.

Post year end, the Company secured additional funding of £10M from new and existing investors, strengthening the Company’s financial position and supporting continued execution of its growth strategy.

Auditor

Saffery LLP have expressed their willingness to continue in office.

Statement of disclosure to auditor

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

On behalf of the board
Thomas Gillan
Director
31 July 2026
Comcarde Limited
Directors' responsibilities statement
For the year ended 31 December 2025
5

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Accounting Standards and applicable law (United Kingdom Generally Accepted Accounting Practice). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Comcarde Limited
Independent auditor's report
To the members of Comcarde Limited
6
Opinion

We have audited the financial statements of Comcarde Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 company's affairs as at 31 December 2025 and of its loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information. 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.

Comcarde Limited
Independent auditor's report (continued)
To the members of Comcarde Limited
7

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.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the Strategic Report or the Directors' Report.

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

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

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.

Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.

Comcarde Limited
Independent auditor's report (continued)
To the members of Comcarde Limited
8

Audit response to risks identified:

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, 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.

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.

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.

Eunice McAdam
Senior Statutory Auditor
For and on behalf of Saffery LLP
31 July 2026
Statutory Auditors
Torridon House
Beechwood Park
Inverness
IV2 3BW
Comcarde Limited
Income statement
For the year ended 31 December 2025
9
2025
2024
Notes
£
£
Turnover
3
1,852,662
523,679
Administrative expenses
(9,598,211)
(6,855,603)
Other operating income
352,974
163,872
Operating loss
4
(7,392,575)
(6,168,052)
Interest payable and similar expenses
7
(19,200)
(19,200)
Loss before taxation
(7,411,775)
(6,187,252)
Tax on loss
8
-
0
-
0
Loss for the financial year
(7,411,775)
(6,187,252)

The income statement has been prepared on the basis that all operations are continuing operations.

Comcarde Limited
Statement of comprehensive income
For the year ended 31 December 2025
10
2025
2024
£
£
Loss for the year
(7,411,775)
(6,187,252)
Other comprehensive income
-
-
Total comprehensive income for the year
(7,411,775)
(6,187,252)

Comcarde Limited
Statement of financial position
As at 31 December 2025
31 December 2025
11
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
9
24,422,737
21,998,702
Tangible assets
10
43,127
69,148
24,465,864
22,067,850
Current assets
Debtors
11
1,778,623
776,320
Cash at bank and in hand
42,809
430,891
1,821,432
1,207,211
Creditors: amounts falling due within one year
12
(1,934,515)
(2,484,548)
Net current liabilities
(113,083)
(1,277,337)
Total assets less current liabilities
24,352,781
20,790,513
Creditors: amounts falling due after more than one year
14
(9,974,535)
(20,011,335)
Government grants
15
(4,357,623)
(3,346,780)
Net assets/(liabilities)
10,020,623
(2,567,602)
Capital and reserves
Called up share capital
17
30,387,258
10,395,641
Share premium account
19
811,295
802,912
EBT reserve
(296,717)
(296,717)
Profit and loss reserves
(20,881,213)
(13,469,438)
Total equity
10,020,623
(2,567,602)
The financial statements were approved by the board of directors and authorised for issue on 31 July 2026 and are signed on its behalf by:
Thomas Gillan
Director
Company Registration No. SC454090
Comcarde Limited
Statement of changes in equity
For the year ended 31 December 2025
12
Share capital
Share premium account
EBT reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2024
10,395,641
802,912
-
0
(7,282,186)
3,916,367
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
-
(6,187,252)
(6,187,252)
Shares transferred to EBT
-
-
(296,717)
-
0
(296,717)
Balance at 31 December 2024
10,395,641
802,912
(296,717)
(13,469,438)
(2,567,602)
Year ended 31 December 2025:
Loss and total comprehensive income for the year
-
-
-
(7,411,775)
(7,411,775)
Issue of share capital
17
19,991,617
8,383
-
-
20,000,000
Balance at 31 December 2025
30,387,258
811,295
(296,717)
(20,881,213)
10,020,623
Comcarde Limited
Statement of cash flows
For the year ended 31 December 2025
13
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
24
(5,025,350)
(4,218,563)
Income taxes paid
(94,514)
-
0
Net cash outflow from operating activities
(5,119,864)
(4,218,563)
Investing activities
Purchase of intangible assets
(5,265,543)
(4,728,686)
Purchase of tangible fixed assets
(28,425)
(22,723)
Proceeds from disposal of tangible fixed assets
536
100
Income taxes refunded
385,214
-
0
Net cash used in investing activities
(4,908,218)
(4,751,309)
Financing activities
Purchase of own shares
-
0
(281,446)
Proceeds from borrowings
9,640,000
-
0
Proceeds from new bank loans
-
0
9,393,539
Net cash generated from financing activities
9,640,000
9,112,093
Net (decrease)/increase in cash and cash equivalents
(388,082)
142,221
Cash and cash equivalents at beginning of year
430,891
288,670
Cash and cash equivalents at end of year
42,809
430,891

Comcarde Limited
Notes to the financial statements
For the year ended 31 December 2025
14
1
Accounting policies
Company information

Comcarde Limited (trading as BR-DGE) is a private company limited by shares incorporated in Scotland. The registered office is 56 George Street, Edinburgh, EH2 2LR.

1.1
Accounting convention

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

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

At 31 December 2025 the company had net assets of £10,020,623 (2024 – net liabilities of £2,567,602) and net current liabilities of £113,083 (2024 - £1,277,337). A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Merchant revenue is generated from fees charged to merchants for transactions processed via the platform. Revenue is recognised as each transaction is processed, at the point the service is performed, as the company has satisfied its performance obligation in respect of that transaction.

Partner revenue represents fees and commissions earned from commercial partners for services provided under contractual arrangements. Revenue from partner arrangements is recognised in accordance with the underlying contractual terms, as the related services are delivered or performance obligations are satisfied.

1.4
Research and development expenditure

Research expenditure is written off to the income statement in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is capitalised at cost. Capitalised development expenditure is amortised over a period of 10 years.

1.5
Patents

Patents are valued at cost less accumulated amortisation, and any accumulated impairment losses.

1.6
Tangible fixed assets

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

Comcarde Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies (continued)
15

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

Leasehold improvements
33% per annum straight line basis
Fixtures and fittings
33% per annum straight line basis

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 credited or charged to profit or loss.

1.7
Impairment of fixed assets

At each reporting period end date, the company 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.

1.8
Cash at bank and in hand

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

1.9
Liabilities

Liabilities are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the arrangement.

Loans

Loans are measured at the undiscounted amount of the cash or other consideration expected to be paid.

Trade creditors
Trade creditors are not interest bearing and are stated at cost.
1.10
Compound instruments

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. Where it meets the definition of a basic financial instrument it is measured on an amortised cost basis using the effective interest method, otherwise it is measured on a fair value basis through profit or loss until extinguished upon conversion or a t the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

Comcarde Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies (continued)
16
1.11
Classification of shares as debt or equity

An equity instrument is a contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Accordingly, a financial instrument is treated as equity if:

i) There is no contractual obligation to deliver cash or other financial assets or to exchange financial assets or liabilities on terms that may be unfavourable; and

ii) The instrument is a non-derivative that contains no contractual obligations to deliver a variable number of shares or is a derivative that will be settled only by the company exchanging a fixed amount of cash or other fixed assets for a fixed number of the company's own equity instruments.

When shares are issued, any component that creates a financial liability of the company is presented as a liability in the balance sheet; measured initially at fair value net of transaction costs and thereafter at amortised cost until extinguished on conversion or redemption. The corresponding dividends relating to the liability component are charged as interest expense in the income statement. The initial fair value of the liability component is determined using a market rate for an equivalent liability without a conversion feature.

The remainder of the proceeds on issue is allocated to any equity component and included in shareholders' equity, net of transaction costs. The carrying amount of the equity component is not re-measured in subsequent years.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Research and development tax credits are credited to deferred income and released to the income statement over the expected useful life of the assets.

1.13
Employee benefits

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

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

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

1.14
Retirement benefits

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

1.15
Leases

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

1.16
Government grants

Grants are credited to deferred revenue. Grants towards capital expenditure, including research and development tax credits, are released to the income statement over the expected useful life of the assets. Grants towards revenue expenditure are released to the income statement as the related expenditure is incurred.

Comcarde Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies (continued)
17
1.17
Foreign exchange

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

2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Recognition of development expenditure as intangible assets

Development expenditure is capitalised in accordance with the accounting policy in note 1.4. Initial capitalisation is based on management's judgement over the technical, commercial and financial viability of individual projects.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Amortisation of intangible assets

Amortisation of intangible assets is calculated based on an estimation of the useful life of the asset. This requires an on-going judgement to be made on the carrying value of the asset and the appropriateness of the rate of amortisation. The carrying amount of intangible assets as 31 December 2025 was £24,422,737 after amortisation of £2,841,508 was charged during the year.

3
Turnover and other revenue

An analysis of the company's turnover is as follows:

2025
2024
£
£
Turnover analysed by class of business
Recurring revenue
1,842,662
448,679
Non-recurring revenue
10,000
75,000
1,852,662
523,679
Comcarde Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
3
Turnover and other revenue (continued)
18
2025
2024
£
£
Other revenue
Grants received
352,974
163,872
4
Operating loss
2025
2024
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(432)
145
Government grants
(352,974)
(163,872)
Fees payable to the company's auditor for the audit of the company's financial statements
16,500
13,950
Depreciation of owned tangible fixed assets
54,446
62,253
Profit on disposal of tangible fixed assets
(536)
(100)
Amortisation of intangible assets
2,841,508
1,150,831
Operating lease charges
99,725
85,253
5
Employees

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

2025
2024
Number
Number
Commercial
14
11
Customer
4
5
Finance and Operations
7
5
Product and Technology
54
48
Executive
4
4
83
73

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
5,866,246
5,232,345
Social security costs
782,086
617,782
Pension costs
467,098
298,800
7,115,430
6,148,927
Comcarde Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
5
Employees (continued)
19

Wages and salaries costs are included within administrative expenses in the income statement and within capitalised development costs, included in intangible assets on the balance sheet.

6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
243,643
336,183
Company pension contributions to defined contribution schemes
16,069
9,441
259,712
345,624

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
234,958
185,871
Company pension contributions to defined contribution schemes
16,069
9,441
7
Interest payable and similar expenses
2025
2024
£
£
Interest on convertible loan notes
19,200
19,200
Comcarde Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
20
8
Taxation
2025
2024
£
£
Loss before taxation
(7,411,775)
(6,187,252)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(1,852,944)
(1,546,813)
Tax effect of expenses that are not deductible in determining taxable profit
7,447
8,654
Tax effect of income not taxable in determining taxable profit
-
0
(26)
Other permanent differences
-
0
238
Additional deduction for R&D expenditure
(1,000,832)
(445,275)
Surrender of tax losses for R&D tax credit refund
2,164,590
963,036
Movement in deferred tax not recognised
681,739
1,020,186
Taxation charge for the year
-
-
9
Intangible fixed assets
Patents
Development costs
Total
£
£
£
Cost
At 1 January 2025
132,900
23,016,633
23,149,533
Additions - internally developed
-
0
5,264,176
5,264,176
Additions - separately acquired
1,367
-
0
1,367
At 31 December 2025
134,267
28,280,809
28,415,076
Amortisation
At 1 January 2025
-
0
1,150,831
1,150,831
Amortisation charged for the year
13,427
2,828,081
2,841,508
At 31 December 2025
13,427
3,978,912
3,992,339
Carrying amount
At 31 December 2025
120,840
24,301,897
24,422,737
At 31 December 2024
132,900
21,865,802
21,998,702

The amortisation of intangible assets is included within administrative expenses in the income statement.

Comcarde Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
21
10
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Total
£
£
£
Cost
At 1 January 2025
42,627
174,322
216,949
Additions
-
0
28,425
28,425
At 31 December 2025
42,627
202,747
245,374
Depreciation and impairment
At 1 January 2025
26,340
121,461
147,801
Depreciation charged in the year
12,272
42,174
54,446
At 31 December 2025
38,612
163,635
202,247
Carrying amount
At 31 December 2025
4,015
39,112
43,127
At 31 December 2024
16,287
52,861
69,148
11
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
240,189
81,001
Unpaid share capital
38,898
38,898
Corporation tax recoverable
100,142
100,142
Other debtors
1,281,791
429,948
Prepayments and accrued income
117,603
126,331
1,778,623
776,320
12
Creditors: amounts falling due within one year
2025
2024
£
£
Convertible loans
13
-
0
304,000
Other borrowings
1,200
1,200
Trade creditors
364,681
309,540
Amounts due to group undertakings
1,145,001
976,957
Corporation tax
-
0
94,514
Other taxation and social security
250,939
323,002
Other creditors
25,416
67,084
Accruals and deferred income
147,278
408,251
1,934,515
2,484,548
Comcarde Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
22
13
Convertible loan notes
2025
2024
£
£
Liability component of convertible loan notes
323,200
304,000

In the period to 31 December 2021 the company received funding from Scottish Enterprise in the form of a convertible loan of £240,000 which is included in creditors, amounts falling due after one year. In the prior year this loan was included in creditors amounts falling due in less than one year however the repayment terms were extended in the current year to March 2027. Included within the amount due is £83,200 (2024 - £64,000) of interest accrued at the year end.

14
Creditors: amounts falling due after more than one year
2025
2024
£
£
Convertible loans
13
323,200
-
0
Amounts owed to group undertakings
9,651,335
20,011,335
9,974,535
20,011,335
15
Government grants
2025
2024
£
£
Government grants
4,357,623
3,346,780
4,357,623
3,346,780

Government grants related to development expenditure are capitalised. Government grants are being amortised over a period of 10 years in line with the amortisation rate on the intangible assets.

16
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
467,098
298,800

The company operates a defined contribution pension scheme for all qualifying employees. At the year end the company owed the pension provider £50,781 (2024 - £36,481).

Comcarde Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
23
17
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A1 ordinary shares of £1 each
29,720,022
10,155,892
29,720,022
10,155,892
A2 ordinary shares of 3p each
581,859
581,859
17,455
17,455
C1 ordinary shares of 1p each
61,088,249
18,339,552
610,883
183,396
C1 ordinary shares of 1p each unpaid
3,889,770
3,889,770
38,898
38,898
95,279,900
32,967,073
30,387,258
10,395,641

On 31 December 2025, equity of £19,991,617 was issued comprising of 19,564,130 A1 shares and 42,748,697 C1 shares.

18
Operating lease commitments
Lessee

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

2025
2024
£
£
Within one year
15,849
47,548
Between two and five years
-
0
15,849
15,849
63,397
19
Reserves
Share premium

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

EBT reserve

EBT reserve records the purchase of the entity's own shares by the EBT.

Comcarde Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
24
20
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Management fees of £168,044 (2024: £176,740) were charged by Greyfriars Investments Limited. Pauline Bradley is a director of this company.

Rent and service charges of £60,113 (2024: £58,749) were paid to Gloag Investment Properties Portfolio 2 Limited. Iain Mackintosh is a director of this company and Highland & Universal Investments Limited are the sole shareholder in this company.

There is an amount due to Monarch Technology Investments Limited of £1,145,001 (2024: £976,957) included in creditors due in less than one year and an amount due of £9,651,335 (2024: £20,011,335) included in creditors falling due after more than one year. Pauline Bradley and Iain Mackintosh are both directors of this company.

The company has loaned £296,717 to the BR-DGE Employee Benefit Trust, this amount is due to the company at the balance sheet date.

All directors and certain senior employees who have authority and responsibility for planning, directing and controlling the activities of the company are considered to be key management personnel. Total remuneration in respect of these individuals is £677,865 (2024 - £654,571).

21
Ultimate controlling party

The controlling party is Monarch Technology Investments Ltd.

22
Share-based payment transactions

The company made a loan on 23 December 2024 to the BR-DGE Employee Benefit Trust 'EBT' to enable the EBT to acquire 1,667,561 C1 ordinary shares at £0.01 in the company.

The EBT has granted options over 1,511,577 C1 Ordinary shares, exercisable only on the occasion of an exit event, and only if certain hurdles are met.

The fair value of these options was determined not to be material and accordingly no charge is made to the income statement on the granting of these options.

23
Analysis of changes in net debt
1 January 2025
Cash flows
Other non-cash changes
31 December 2025
£
£
£
£
Cash at bank and in hand
430,891
(388,082)
-
42,809
Borrowings excluding overdrafts
(20,012,535)
(9,640,000)
20,000,000
(9,652,535)
Convertible loan notes
(304,000)
(19,200)
-
(323,200)
(19,885,644)
(10,047,282)
20,000,000
(9,932,926)
Comcarde Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
25
24
Cash absorbed by operations
2025
2024
£
£
Loss for the year after tax
(7,411,775)
(6,187,252)
Adjustments for:
Finance costs
19,200
19,200
Gain on disposal of tangible fixed assets
(536)
(100)
Amortisation and impairment of intangible assets
2,841,508
1,150,831
Depreciation and impairment of tangible fixed assets
54,446
62,253
(Decrease)/increase in deferred income
(244,619)
229,342
Movements in working capital:
Increase in debtors
(132,055)
(215,560)
(Decrease)/increase in creditors
(151,519)
722,723
Cash absorbed by operations
(5,025,350)
(4,218,563)
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