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Registered number: 13892063 COGNITE COMMUNICATIONS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
COGNITE COMMUNICATIONS LIMITED COMPANY INFORMATION
Directors | L Hurley
| S P Cush
| M D Young
| D H Permaul
Registered number | 13892063
Registered office | Work.Life
| 20 Red Lion Street
| London
| WC1R 4PS
Independent auditor | MHA
| Statutory Auditor
| 6th Floor
| 2 London Wall Place
| London
| EC2Y 5AU
COGNITE COMMUNICATIONS LIMITED CONTENTS
| Page
Strategic Report | 1 - 3
Directors' Report | 4 - 5
Independent Auditor's Report | 6 - 9
Statement of Comprehensive Income | 10
Balance Sheet | 11
Statement of Changes in Equity | 12
Notes to the Financial Statements | 13 - 28
COGNITE COMMUNICATIONS LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
Cognite Communications Limited is a specialist healthcare strategy and communications consultancy serving global pharmaceutical, biotechnology and healthcare clients. The Company partners with clients across the product lifecycle, providing strategic consulting, medical affairs support, scientific communications, commercialisation and stakeholder engagement services. The Company is recognised for its expertise in transformative medicines and the highly complex diseases they treat, with particular experience across rare diseases, specialist oncology, immunology and other areas of high unmet medical need. Cognite works with global, regional and local life sciences organisations to translate complex science into meaningful communications that support scientific understanding, clinical adoption and improved patient outcomes. The Company operates across high-growth specialist pharmaceutical and biotechnology markets, supporting innovative therapies that have the potential to address significant unmet medical needs and improve patient outcomes. The Company forms part of the wider Orbus Capital group and operates internationally through offices in the UK, Switzerland and the US. During 2025, the Company continued to strengthen its position within the healthcare communications sector through investment in talent, client delivery capabilities and international growth initiatives. The Company remains focused on delivering high-quality strategic and scientific expertise to clients operating in highly regulated and complex healthcare environments.
Business review
The year ended 31 December 2025 was a period of continued growth and operational development for the Company. Revenue increased by 29.5% from £11.2 million in 2024 to £14.5 million in 2025, reflecting continued demand from existing clients, expansion of project scope and increased activity across international markets. Revenue generated outside the UK represented a significant proportion of total turnover, demonstrating the Company's increasingly international client footprint. In particular, the Company experienced rapid growth in the US market, reflecting the expanding nature of its customer base and services. 2025 represented an important year in the Company's strategic development. The business successfully scaled its operations to support significant revenue growth whilst continuing to invest in leadership, delivery capabilities and operational infrastructure. These investments were undertaken to strengthen the Company's long-term growth platform, broaden its service offering and enhance its ability to support global healthcare clients. The directors believe that this investment, the Company's increasing international reach, diversified service capabilities and highly skilled team position the business well for future growth opportunities and demonstrate the strength and resilience of its operating model. The Company continued to invest in its people and delivery capabilities during the year. Average employee numbers increased from 51 employees to 76 employees, supporting both current client activity and particularly future growth objectives. This investment contributed to increased payroll costs during the year but is considered fundamental to sustaining service quality and long-term growth. The statutory result for the year reflects continued investment in growth initiatives, increased personnel costs, professional advisory expenditure and non-cash amortisation charges associated with acquired intangible assets arising from historic business combinations. The directors believe that the underlying operational performance of the business remains robust and that these investments support the Company's long-term strategic objectives. The Company maintains a strong balance sheet with net assets of £18.5 million and continues to benefit from long-standing client relationships, a diversified service offering and a highly skilled employee base. Page 1
COGNITE COMMUNICATIONS LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 The directors remain confident in the long-term prospects of the business, supported by strong client relationships, an experienced leadership team, a highly skilled resource base and a growing international presence across key healthcare markets.
Principal risks and uncertainties
The Company operates in a highly specialised and competitive sector. The principal risks and uncertainties that may impact future performance include: Recruitment and retention of talent The Company's success depends upon attracting, developing and retaining highly qualified strategic, scientific and communications professionals. The Company seeks to mitigate this risk through competitive remuneration, professional development opportunities and employee engagement initiatives. Economic and market conditions Changes in healthcare sector investment, pharmaceutical industry spending patterns and broader economic conditions may impact client demand and timing of project activity. The Company continually monitors market developments and maintains a diversified service offering. Foreign exchange risk A significant proportion of the Company's revenue is generated outside the UK. Exchange rate movements may affect reported financial performance and cash flows. The Company actively monitors foreign currency exposures and maintains appropriate treasury and risk management procedures. Regulatory and compliance risk The Company operates within highly regulated healthcare markets and must comply with applicable industry, legal and regulatory requirements. Appropriate governance, review and quality assurance procedures are maintained to support compliance. Technology and cyber security risk The effective operation of the business depends on secure information systems and the protection of confidential client and business information. The Company continues to invest in technology infrastructure, cyber security measures and employee training to mitigate these risks. Page 2
COGNITE COMMUNICATIONS LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Financial key performance indicators
Revenue growth remained strong during the year, supported by increased client activity and expansion across international markets. Gross margin and profitability were impacted by increased employee investment and professional advisory expenditure, together with the non-cash amortisation of acquired intangible assets.
Other key performance indicators
In addition to financial measures, management monitors a range of operational indicators, including: ∙Employee engagement, recruitment and retention. ∙Client relationship development and resulting expanded business. ∙Delivery quality and project performance. ∙International revenue generation. ∙Compliance and risk management outcomes. Average employee numbers increased from 51 to 76 during the year, reflecting continued investment in service delivery capabilities and future growth capacity. International revenue continues to represent a significant proportion of turnover, demonstrating the strength of the Company's global client relationships and market position. This report was approved by the board and signed on its behalf.
................................................ L Hurley Director
Date: 30 July 2026
Page 3
COGNITE COMMUNICATIONS LIMITED 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 Strategic Report, the Directors' 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 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 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 for the Company's financial statements 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Principal activity
The principal activity of the company is to provide services as a healthcare strategy and communications agency.
Results and dividends
The loss for the year, after taxation, amounted to £1,612,630 (2024 - loss £744,435). A dividend of £2,000,000 was paid in the year (2024 - £NIL).
Directors
The directors who served during the year were:
L Hurley
S P Cush
M D Young D H Permaul
Director's indemnity insurance Director's liability and indemnity insurance was in force throughout the period to cover the directors and officers of the company against actions brought against them in their personal capacity. Neither the insurance nor the indemnity provide cover where the individual has acted fraudulently or dishonestly. Page 4
COGNITE COMMUNICATIONS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Disclosure of information to auditor
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's auditor is 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's auditor is aware of that information.
Auditor
The auditor, MHA, 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.
................................................ L Hurley Director
Date: 30 July 2026
Page 5
COGNITE COMMUNICATIONS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COGNITE COMMUNICATIONS LIMITED
Opinion
We have audited the financial statements of Cognite Communications Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the 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 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 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 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 6
COGNITE COMMUNICATIONS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COGNITE COMMUNICATIONS LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
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 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 identified material misstatements in the 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, 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 4, 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. Page 7
COGNITE COMMUNICATIONS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COGNITE COMMUNICATIONS LIMITED (CONTINUED)
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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: ∙Testing the financial statement disclosures to supporting documentation, performing substantive testing on account balances which were considered to be of greater susceptibility to fraud; ∙Performing targeted journal entry testing based on identified characteristics that the audit team considered to be indicative of fraud; ∙Critically assessing areas of the financial statements which include judgement and estimates, as set out in note 3 of the financial statements; ∙We obtained an understanding of the legal and regulatory frameworks applicable to the company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework, the Companies Act 2006 and relevant tax compliance regulations; and ∙We understood how the company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures. We corroborated our enquiries through our review of board minutes and other corroborating evidence. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 Auditor's Report. Page 8
COGNITE COMMUNICATIONS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COGNITE COMMUNICATIONS LIMITED (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 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. Stephen Poleykett BA (Hons) FCA (Senior Statutory Auditor) for and on behalf of MHA Statutory Auditor London 3 August 2026 MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542). Page 9
COGNITE COMMUNICATIONS LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 14,500,253 | 11,196,226
Cost of sales |  | (12,428,511) | (7,168,840)
Gross profit |  | 2,071,742 | 4,027,386
Administrative expenses |  | (3,378,392) | (4,430,379)
Operating loss | 5 | (1,306,650) | (402,993)
Interest receivable and similar income | 8 | 15,327 | 58,723
Loss before tax |  | (1,291,323) | (344,270)
Tax on loss | 9 | (321,307) | (400,165)
Loss for the financial year |  | (1,612,630) | (744,435)
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 13 to 28 form part of these financial statements.
Page 10
COGNITE COMMUNICATIONS LIMITED REGISTERED NUMBER: 13892063 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 11 |  | 15,178,294 |  | 17,639,599
Tangible assets | 12 |  | 90,241 |  | 47,130
|  |  | 15,268,535 |  | 17,686,729
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 13 | 8,084,339 |  | 4,700,708 |
Cash at bank and in hand | 14 | 223,420 |  | 3,590,057 |
|  | 8,307,759 |  | 8,290,765 |
Creditors: amounts falling due within one year | 15 | (5,041,465) |  | (3,830,035) |
Net current assets |  |  | 3,266,294 |  | 4,460,730
Net assets |  |  | 18,534,829 |  | 22,147,459
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 13,043 |  | 13,043
Share premium account | 16 |  | 14,459,068 |  | 24,459,068
Profit and loss account | 16 |  | 4,062,718 |  | (2,324,652)
|  |  | 18,534,829 |  | 22,147,459
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ L Hurley
Director
Date: 30 July 2026
The notes on pages 13 to 28 form part of these financial statements. Page 11
COGNITE COMMUNICATIONS LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 13,043 | 24,459,068 | (1,580,217) | 22,891,894
Loss for the year | - | - | (744,435) | (744,435)
At 1 January 2025 | 13,043 | 24,459,068 | (2,324,652) | 22,147,459
Loss for the year | - | - | (1,612,630) | (1,612,630)
Dividends: Equity capital | - | - | (2,000,000) | (2,000,000)
Share premium reduction | - | (10,000,000) | 10,000,000 | -
At 31 December 2025 | 13,043 | 14,459,068 | 4,062,718 | 18,534,829
| The notes on pages 13 to 28 form part of these financial statements.
Page 12
COGNITE COMMUNICATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Cognite Communications Limited is a private company limited by shares, incorporated and registered in England and Wales. The address of the registered office is Work.Life, 20 Red Lion Street, London, England, WC1R 4PS. 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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The company's functional and presentational currency is GBP and the financial statements have been rounded to the nearest £1. The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Orbus Capital Limited as at 31 December 2025 and these financial statements may be obtained from Work.Life, 20 Red Lion Street, London, United Kingdom, WC1R 4PS. Page 13
COGNITE COMMUNICATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Going concern
The financial statements have been prepared using the going concern basis of accounting. The directors continually monitor the ability of the Company to continue to operate as a going concern. As at 31 December 2025, the Company had cash resources of £223,420 (2024: £3,590,057) and had net current assets of £3,266,294 (2024: £4,460,730). In the year ended 31 December 2025, the Company has incurred losses amounting to £1,612,630 (2024: £744,435). The Company’s forecasts and projections, taking in to account the reasonable possibility of changes in trading performance, show that the Company is able to operate within the level of its current resources, which is supported by trading in the period since the year-end when measured against both the prior period and associated budgets which have been set.
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the 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'. Page 14
COGNITE COMMUNICATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services 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 Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.6 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.7 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds. Page 15
COGNITE COMMUNICATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences 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 balance sheet date. Page 16
COGNITE COMMUNICATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | Intangible assets
Business combination, Goodwill and Customer lists. Business combinations are accounted for by applying the purchase method. The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction. Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination. On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities. As a result of business combination, customer lists is recognised separately as an intangible asset. 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 Company'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 Statement of Comprehensive Income over its useful economic life. Goodwill and customer lists are assessed for impairment when there are indicators of impairment, and any impairment is charged to the income statement. No reversals of impairment are recognised. Computer software 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. At each reporting date the company 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. Page 17
COGNITE COMMUNICATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | Intangible assets (continued)
All intangible assets are considered to have a finite useful life. Amortisation is charged on a straight line basis over the estimated useful life as follows: Customer Lists - 10 years Goodwill - 10 years Computer software - 10 years
| 2.10 | 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 Company 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:
|  |  |  | Office equipment | - | 25% |
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.
| 2.11 | 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.
| 2.12 | 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.
| 2.13 | 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. Page 18
COGNITE COMMUNICATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.14 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. 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 Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. 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 contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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 Page 19
COGNITE COMMUNICATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.14 | Financial instruments (continued)
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.
| 2.15 | 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 20
COGNITE COMMUNICATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related results. The following judgements (including key areas of estimation of uncertainty) have had the most significant effect on amounts recognised in the financial statements: Timing of revenue recognition The Company enters into some project based work, and revenue is only recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Useful life of fixed assets In making decisions regarding the depreciation of fixed assets, directors must estimate the useful life of said assets to the business. A change in estimate would result in a change in the depreciation charges to the statement of comprehensive income in each year. Fair value of net assets acquired as part of business combination Management uses judgement and estimation when determining the fair values of certain assets and liabilities acquired in a business combination. Impairment of goodwill and other intangible assets The Group determine whether goodwill and Customer lists are permanently impaired on an annual basis or otherwise when changes in events or situations indicate that the carrying value may not be recoverable. This required an estimation of the recoverable amount of the cash-generating unit to which the assets are allocated. Estimating the value-in-use requires the Group to make an estimate of the future cashflows from the cash generating unit and also to choose a suitable discount rate in order to calculate the present value of those cash flows. Rebate provision In preparing the financial statements, the directors have exercised judgement in determining whether a provision is required for rebates payable to customers. This judgement involves assessing whether the conditions for recognising a present obligation have been met at the reporting date, taking into account the terms of customer agreements and the pattern of historical rebate claims. The directors consider whether it is probable that rebate thresholds will be achieved and whether sufficient evidence exists at the year end to support recognition of an obligation. Where the position is uncertain, the directors use the best information available at the reporting date to determine whether a provision is appropriate. Page 21
COGNITE COMMUNICATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Consultancy fees | 14,500,253 | 11,196,226
|  | 14,500,253 | 11,196,226
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 870,015 | 1,711,707
| Rest of Europe | 3,770,066 | 5,994,782
| Rest of the world | 9,860,172 | 3,489,737
|  | 14,500,253 | 11,196,226
5. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | (160,080) | 36,096
6. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 23,500 | 20,000
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
Page 22
COGNITE COMMUNICATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Employees
| Staff costs were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 6,458,904 | 5,049,528
| Social security costs | 552,985 | 386,628
| Cost of defined contribution scheme | 129,356 | 94,419
|  | 7,141,245 | 5,530,575
| The average monthly number of employees, including directors, during the year was 76 (2024 - 51).
8. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest income | 15,327 | 58,723
|  | 15,327 | 58,723
9. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 321,307 | 400,165
| Total current tax | 321,307 | 400,165
Page 23
COGNITE COMMUNICATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 9.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (1,291,323) | (344,270)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (322,831) | (86,068)
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 615,327 | 611,744
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 45,752 | 1,561
| Other timing differences leading to an increase (decrease) in taxation | 31,792 | -
| Deferred tax not recognised | 9,409 | -
| Group relief | (58,142) | (127,072)
| Total tax charge for the year | 321,307 | 400,165
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
10. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Dividends declared in the year | 2,000,000 | -
|  | 2,000,000 | -
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COGNITE COMMUNICATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Intangible assets
|  | Customer lists | Computer software | Goodwill | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 1 January 2025 | 9,219,305 | 3,240 | 15,390,696 | 24,613,241
| At 31 December 2025 | 9,219,305 | 3,240 | 15,390,696 | 24,613,241
| Amortisation |  |  |  |
| At 1 January 2025 | 2,612,118 | 675 | 4,360,849 | 6,973,642
| Charge for the year | 921,930 | 324 | 1,539,051 | 2,461,305
| At 31 December 2025 | 3,534,048 | 999 | 5,899,900 | 9,434,947
| Net book value |  |  |  |
| At 31 December 2025 | 5,685,257 | 2,241 | 9,490,796 | 15,178,294
| At 31 December 2024 | 6,607,187 | 2,565 | 11,029,847 | 17,639,599
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COGNITE COMMUNICATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Tangible fixed assets
|  | Office equipment
|  | £
| Cost |
| At 1 January 2025 | 74,556
| Additions | 72,833
| At 31 December 2025 | 147,389
| Depreciation |
| At 1 January 2025 | 27,426
| Charge for the year | 29,722
| At 31 December 2025 | 57,148
| Net book value |
| At 31 December 2025 | 90,241
| At 31 December 2024 | 47,130
13. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 1,678,263 | 1,946,206
| Amounts owed by group undertakings | 4,356,390 | 1,905,059
| Other debtors | 14,520 | 11,800
| Corporation tax overpayment | 25,210 | -
| Prepayments and accrued income | 1,830,621 | 809,151
| VAT repayable | 179,335 | 28,492
|  | 8,084,339 | 4,700,708
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COGNITE COMMUNICATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 223,420 | 3,590,057
|  | 223,420 | 3,590,057
15. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 630,146 | 300,456
| Corporation tax | - | 180,644
| Other taxation and social security | 217,023 | 139,782
| Other creditors | 464,371 | 121,480
| Accruals and deferred income | 3,729,925 | 3,087,673
|  | 5,041,465 | 3,830,035
| The company is a guarantor by way of a legal charge dated 3 March 2022 as a debenture, creating a fixed charge over all the company's assets.
16. | Reserves
Share premium account This reserve represents the accumulated premium over the nominal value of share capital subscribed. Profit and loss account This reserve represents the accumulated profit and losses of the company net of any distributions.
17. | Pension commitments
During the year, the Group had pension costs of £129,356 (2024: £94,419). Contributions totalling £30,661 (2024: £20,642) were payable to the fund at the balance sheet date and are included in other creditors.
18. | Related party transactions
| In accordance with FRS 102 paragraph 33.1A exemption is taken not to disclose transactions in the year between the group undertakings where 100% of the voting rights are controlled within the group.
Page 27
COGNITE COMMUNICATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
19. | Parent entity and Controlling party
The Company is wholly owned subsidiary of Orbus Capital Limited (registered address: Work Life, 20 Red Lion Street, London WC1R 4PS) and by virtue of its majority shareholding in Orbus Capital Limited, Vespa Capital III LP was the controlling party of the company during the period. There is no ultimate controlling party of the parent company.
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