ACCOUNTS - Final Accounts preparation

Operating loss

The operating loss is stated after charging:

Registered number: 06269999

CODILINK UK LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

CODILINK UK LIMITED

COMPANY INFORMATION

Directors	B H S Chesser
	M J Hough
	D A Mulinder
	H Vaux


Registered number	06269999


Registered office	2 Communications Road
	Greenham Business Park
	Greenham
	Newbury
	RG19 6AB


Independent auditors	James Cowper Kreston Audit
	Chartered Accountants and Statutory Auditor
	2 Communications Road
	Greenham Business Park
	Greenham
	Newbury
	RG19 6AB

CODILINK UK LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 5
Directors' Report	6 - 7
Independent Auditors' Report	8 - 10
Consolidated Statement of Comprehensive Income	11
Consolidated Balance Sheet	12
Company Balance Sheet	13
Consolidated Statement of Changes in Equity	14
Company Statement of Changes in Equity	15
Consolidated Statement of Cash Flows	16
Consolidated Analysis of Net Debt	17
Notes to the Financial Statements	18 - 36

CODILINK UK LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Principal Activity

Codilink UK Ltd (trading as Coniq) is a provider of customer engagement and loyalty technology to shopping malls, outlet centres, and retail destinations worldwide. The Company’s platform enables clients to increase footfall, deliver personalised customer experiences, and improve customer engagement and retail performance through data-driven engagement, CRM, and marketing automation. The business operates on a software-as-a-service (SaaS) model, generating revenue primarily from recurring subscription fees, supplemented by implementation and professional services.

Business review

Overview
The year ended 31 December 2025 was a period of strategic development and financial consolidation for the Company. Against a backdrop of slower-than-expected new business conversion, the business delivered full-year revenue of £5.9m, an increase of 2.6% on the prior year (FY 2024: £5.8m). Gross profit increased to £5.6m (FY 2024: £5.4m), underpinned by the high-margin characteristics of the Company’s recurring revenue base.

EBITDA for the year was £0.6m, a significant improvement on the prior year result of £0.4m, driven by disciplined cost management and ongoing efficiency improvements implemented during the year. The Company also made important strategic progress in AI product development, which the directors believe supports the Company’s long-term strategic development.

Revenue and Recurring Revenue Performance
Shopping centre Annual Recurring Revenue (ARR) for the full year was £5.7m, an increase of 8.6% on the prior year, reflecting a stable and diversified base of long-term client relationships across North America, Europe, the Middle East, and Asia Pacific.

New business conversion was the primary revenue challenge of the year, with sales cycles proving longer than anticipated. Progress was made in the final quarter of the year, with two new client relationships established and a significant multi-year contract renewal agreed with an existing major client, providing meaningful revenue visibility into the period ahead.

Cost Management and Operational Efficiency
The Company maintained a disciplined approach to cost management throughout 2025, while continuing to invest in strategic product development initiatives. Operational efficiency improvements implemented during the year contributed to improved profitability and a lower forward cost base.

Staff costs increased year-on-year, reflecting strategic investment in people and resources to support business growth and operational requirements. Headcount at 31 December 2025 was 67, with employee retention remaining strong throughout the year.

The Company also implemented improvements to its treasury management and payments infrastructure and relocated to a new London office during the period.

Other operating costs increased modestly during the year, principally reflecting continued investment in the Company’s AI development programme, partially offset by efficiencies across a number of operating areas.

Page 1

CODILINK UK LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Profitability
Gross profit margin for the year was 93.8%, consistent with the prior year and reflective of the scalable, high-margin nature of the Company’s SaaS model. Cost of sales remained stable year-on-year, reflecting continued focus on operational efficiency.

EBITDA of £0.6m (FY 2024: £0.4m) represents a material improvement in operating performance compared with the prior year.

The loss before tax for the year was £0.7m (FY 2024: loss of £1.1m), after depreciation and amortisation of £1.3m, reflecting continued capitalisation of platform development costs.

Cash Position
Cash at bank at 31 December 2025 was £0.9m. The Company maintained ongoing focus on working capital management and cash collection throughout the year.

Client Relationships and International Presence
Client retention remained strong across the portfolio, supported by the long-term contractual nature of the Company’s customer relationships and the continued expansion of platform capabilities. The business operates across multiple geographies including the United Kingdom, continental Europe, North America, the Middle East, and Asia Pacific, providing resilience against regional market fluctuations.

During the year, the Company continued to strengthen its international presence through ongoing client engagement and business development activity across its core markets.

The Company also established a Product Advisory Group during 2025, bringing together senior representatives from key clients to provide strategic input into product development and roadmap priorities. The directors believe this initiative has strengthened client engagement and supported the continued evolution of the Company’s platform capabilities.

Research, Development and Innovation
The Company continued to invest significantly in its technology platform throughout 2025, with capitalised development expenditure of approximately £1.2m during the year. Development activity focused on platform scalability, infrastructure resilience, enhanced analytics, and campaign automation capabilities.

During the year, the Company expanded its investment in AI-related product development initiatives, including AI-powered customer engagement and analytics capabilities designed to enhance both client and consumer experiences. Development activity accelerated during the second half of the year, with early-stage demonstrations presented to clients and industry participants generating encouraging feedback and commercial interest.

The directors believe the Company is well positioned to develop AI-enabled applications for the retail destinations sector, supported by the scale of the Company’s proprietary customer engagement data, established client relationships, and integrated technology platform.

The Company continued to invest in qualifying research and development activities throughout the year and submitted an R&D tax credit claim to HMRC during 2025 in respect of the prior financial year.

Page 2

CODILINK UK LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties

The Board regularly reviews the principal risks facing the business. The following table summarises the key risks identified and the mitigating actions in place at the date of this report.

Principal Risk / Uncertainty	Mitigation and Board Response
Client concentration risk. The Company derives a material proportion of its revenue from a limited number of long-term contracted clients. Renegotiation, non-renewal, or early termination by any significant client could have a material adverse impact on revenue and cash flow.	The Board monitors major client relationships regularly. The Company maintains multi-year contractual arrangements with key clients and continues to focus on broadening its client base and expanding platform capabilities to support diversification over time.
New business conversion. Sales cycles in the sector remain extended, creating uncertainty around the timing of new revenue generation and ARR expansion. Delays in converting pipeline opportunities may affect revenue growth and cash generation.	The Board reviews the sales pipeline regularly. The Company continues to strengthen its commercial processes and has increased focus on AI-related product initiatives, which have generated encouraging early customer engagement.
Liquidity and cash flow management. The Company’s cash position is sensitive to the timing of client receipts and working capital movements. A sustained adverse trading scenario could reduce operational flexibility.	The Board reviews rolling cash flow forecasts regularly. The Company continues to maintain focus on cost discipline, operational efficiency, and working capital management throughout the business.
AI product development and competitive risk. The retail technology sector is evolving rapidly, with AI capabilities becoming an increasingly important competitive factor. The Company’s ability to develop and commercialise AI-enabled products remains strategically important.	The Company continues to invest in AI-related product development initiatives supported by its proprietary customer engagement data, established client relationships, and integrated technology platform. Competitive positioning and product strategy are reviewed regularly by the Board.
Data security, privacy, and regulatory compliance. The Company processes significant volumes of consumer data across multiple jurisdictions, creating exposure to cybersecurity threats and evolving regulatory requirements.	The Company maintains information security controls and monitoring processes designed to support compliance with applicable regulatory requirements and recognised industry standards. Security and data governance processes are reviewed regularly by management and the Board.
Foreign exchange risk. A significant proportion of revenues and certain costs are denominated in currencies other than sterling, principally US dollars and euros, creating exposure to exchange rate movements.	The Company monitors foreign currency exposures regularly and continues to review opportunities to strengthen foreign exchange risk management processes.
Technology obsolescence and rapid market change. Rapid technological change, including evolving AI capabilities, may alter market expectations and reduce demand for existing platform functionality.	The Company continues to invest in platform development, product innovation, and AI-enabled capabilities to support evolving client and market requirements.
Key person dependency. The Company’s performance remains influenced by a small number of senior individuals with significant operational and strategic responsibilities.	The Company continues to broaden leadership responsibilities across the management team and maintains retention initiatives designed to support continuity and long-term employee engagement.

Page 3

CODILINK UK LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Financial key performance indicators

The following key financial performance indicators are used by the Board and management to assess performance against the Company’s strategic objectives:

KPI	FY 2025	Commentary
Total Revenue	£5.9m	FY 2025 £5.9m (FY 2024: £5.8m; +2.6% year-on-year).
Shopping Centre ARR	£5.7m	Annual recurring revenue of £5.7m (FY 2024: £5.3m), representing growth of 8.6% compared with the prior year.
Gross Profit	£5.6m	Gross profit of £5.6m with gross margin remaining strong at 93.8% (FY 2024: 92.9%), reflecting the scalable nature of the Company’s SaaS business model.
EBITDA	£0.6m	EBITDA (earnings before interest, taxation, depreciation and amortisation) of £0.6m (FY 2024: £0.4m), reflecting improved operating performance and continued cost discipline.
Staff Costs	£2.9m	Staff costs increased year-on-year, due to increased head count.
Headcount	67 (year-end)	Headcount at 31 December 2025 was 67, with employee retention remaining strong throughout the year.
Cash at Bank	£0.9m	Cash at bank at 31 December 2025 was £0.9m. The Company maintained ongoing focus on working capital and cash flow management throughout the year.
Loss Before Tax	(£0.7m)	Loss before tax of £0.7m (FY 2024: loss of £1.1m), after depreciation and amortisation reflecting continued investment in platform development activities.
R&D Investment	£1.2m (cap'd)	Capitalised development expenditure of approximately £1.2m, reflecting continued investment in platform development and AI-related product initiatives.

Page 4

CODILINK UK LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Other key performance indicators

The Company monitors a range of non-financial performance indicators to support operational performance and strategic decision-making:

∙Platform engagement and adoption metrics, including active user rates and campaign performance across the client portfolio

∙Client retention and net revenue retention, reflecting the quality and durability of the Company’s customer relationships

∙AI-related commercial opportunities, including the number and stage of active opportunities

∙Employee retention, engagement, and recruitment metrics

∙Customer support response and resolution performance, monitored against defined service level standards

Detailed analysis of non-financial KPIs is not disclosed in this report due to its commercially sensitive nature.

Outlook
The directors enter 2026 focused on the continued development of the Company’s AI-related product capabilities, alongside ongoing operational efficiency initiatives and support for its existing client base.

The Company’s established client relationships, international footprint, and proprietary customer engagement data provide a strong foundation for continued product innovation and long-term growth.

While remaining mindful of broader market conditions and extended enterprise sales cycles across the sector, the directors remain confident in the long-term prospects of the business.

On behalf of Codilink UK Ltd

B H S Chesser

Director

Date: 12 August 2026

Page 5

CODILINK UK 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 Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

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

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

Results and dividends

The loss for the year, after taxation, amounted to £702,072 (2024 - loss £894,178).

Directors

The directors who served during the year were:

B H S Chesser

M J Hough

D A Mulinder

H Vaux

Future developments

See strategic report above for future developments.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 6

CODILINK UK LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditors, James Cowper Kreston Audit, 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.

B H S Chesser

Director

Date: 12 August 2026

Page 7

CODILINK UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CODILINK UK LIMITED

Opinion

We have audited the financial statements of Codilink UK Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Page 8

CODILINK UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CODILINK UK LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.

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

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

∙the Parent Company financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Page 9

CODILINK UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CODILINK UK LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

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

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.

The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:

∙Enquiry of management and those charged with governance around actual and potential litigation and claims;

∙Enquiry of management and those charged with governance to identify any material instances of non-compliance with laws and regulations;

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

∙Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Alexander Peal BSc(Hons) FCA DChA (Senior Statutory Auditor)

for and on behalf of

James Cowper Kreston Audit

Chartered Accountants and Statutory Auditor

2 Communications Road

Greenham Business Park

Greenham

Newbury

RG19 6AB

17 August 2026

Page 10

CODILINK UK LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	5,935,660	5,785,515
Cost of sales		(368,564)	(407,975)
Gross profit		5,567,096	5,377,540
Administrative expenses		(6,349,874)	(6,427,942)
Other operating income	5	99,637	-
Operating loss	6	(683,141)	(1,050,402)
Tax on loss	10	(18,931)	156,224
Loss for the financial year		(702,072)	(894,178)


Foreign exchange	17,380	(74,719)
Total comprehensive income for the year	(684,692)	(968,897)

(Loss) for the year attributable to:
Owners of the Parent Company	(702,072)	(894,178)
	(702,072)	(894,178)

Total comprehensive income for the year attributable to:
Owners of the Parent Company	(684,692)	(968,897)
	(684,692)	(968,897)

The notes on pages 18 to 36 form part of these financial statements.

Page 11

CODILINK UK LIMITED

REGISTERED NUMBER: 06269999

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible fixed assets			7,440,501		7,194,553
Tangible fixed assets			143,350		458,669
			7,583,851		7,653,222
Current assets
Debtors	15	1,508,744		1,427,416
Cash at bank and in hand	16	852,476		1,318,315
		2,361,220		2,745,731
Creditors: amounts falling due within one year	17	(1,998,133)		(1,812,470)
Net current assets			363,087		933,261
Total assets less current liabilities			7,946,938		8,586,483
Creditors: amounts falling due after more than one year	18		(258,027)		(232,381)
Net assets			7,688,911		8,354,102

Capital and reserves
Called up share capital	21	1,283	1,283
Share premium account	22	19,755,799	19,755,799
Foreign exchange reserve	22	(13,410)	(30,790)
Other reserves	22	272,703	253,202
Profit and loss account	22	(12,327,464)	(11,625,392)
		7,688,911	8,354,102

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

B H S Chesser

Director

Date: 12 August 2026

The notes on pages 18 to 36 form part of these financial statements.

Page 12

CODILINK UK LIMITED

REGISTERED NUMBER: 06269999

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible fixed assets			7,440,501		7,194,553
Tangible fixed assets			131,533		453,081
Investments	14		217,737		217,737
			7,789,771		7,865,371
Current assets
Debtors	15	1,164,619		1,275,210
Cash at bank and in hand	16	635,281		1,095,643
		1,799,900		2,370,853
Creditors: amounts falling due within one year	17	(1,829,299)		(1,687,728)
Net current (liabilities)/assets			(29,399)		683,125
Total assets less current liabilities			7,760,372		8,548,496

Creditors: amounts falling due after more than one year	18		(198,000)		(196,626)

Net assets			7,562,372		8,351,870

Capital and reserves
Called up share capital	21	1,283	1,283
Share premium account	22	19,755,799	19,755,799
Other reserves	22	272,703	253,202
Profit and loss account	22	(12,467,413)	(11,658,414)
		7,562,372	8,351,870

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

B H S Chesser

Director

Date: 12 August 2026

The notes on pages 18 to 36 form part of these financial statements.

Page 13

CODILINK UK LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Foreign exchange reserve	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 January 2025	1,283	19,755,799	(30,790)	253,202	(11,625,392)	8,354,102

Loss for the year	-	-	-	-	(702,072)	(702,072)
Foreign exchange	-	-	17,380	-	-	17,380
Share option charge	-	-	-	19,501	-	19,501
At 31 December 2025	1,283	19,755,799	(13,410)	272,703	(12,327,464)	7,688,911

The notes on pages 18 to 36 form part of these financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Foreign exchange reserve	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 January 2024 (as previously stated)	1,283	19,755,799	43,929	-	(10,447,288)	9,353,723
Prior year adjustment - correction of error	-	-	-	181,704	(283,926)	(102,222)
At 1 January 2024 (as restated)	1,283	19,755,799	43,929	181,704	(10,731,214)	9,251,501

Loss for the year	-	-	-	-	(894,178)	(894,178)
Foreign exchange	-	-	(74,719)	-	-	(74,719)
Share option charge	-	-	-	71,498	-	71,498
At 31 December 2024	1,283	19,755,799	(30,790)	253,202	(11,625,392)	8,354,102

The notes on pages 18 to 36 form part of these financial statements.

Page 14

CODILINK UK LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2025	1,283	19,755,799	253,202	(11,658,414)	8,351,870

Loss for the year	-	-	-	(808,999)	(808,999)
Share option charge	-	-	19,501	-	19,501
At 31 December 2025	1,283	19,755,799	272,703	(12,467,413)	7,562,372

The notes on pages 18 to 36 form part of these financial statements.

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024 (as previously stated)	1,283	19,755,799	-	(10,258,176)	9,498,906
Prior year adjustment - correction of error	-	-	181,704	(283,926)	(102,222)
At 1 January 2024 (as restated)	1,283	19,755,799	181,704	(10,542,102)	9,396,684

Loss for the year	-	-	-	(1,116,312)	(1,116,312)
Share option charge	-	-	71,498	-	71,498
At 31 December 2024	1,283	19,755,799	253,202	(11,658,414)	8,351,870

The notes on pages 18 to 36 form part of these financial statements.

Page 15

CODILINK UK LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Loss for the financial year	(702,072)	(894,178)
Adjustments for:
Movement on R&D credit	53,201	-
Depreciation and amortisation of tangible and intangible assets	1,329,336	1,477,990
Grants received	137,293	(156,224)
(Increase)/decrease in debtors	(95,784)	414,064
Increase/(decrease) in creditors	52,653	(811,995)
Corporation tax received	18,931	203,702
Foreign exchange	(17,380)	(13,349)
Share-based payment expense	19,501	71,498
Net cash generated from operating activities	795,679	291,508

Cash flows from investing activities
Purchase of intangible fixed assets	(1,158,112)	(1,161,502)
Purchase of tangible fixed assets	(93,211)	(245,076)
Net cash from investing activities	(1,251,323)	(1,406,578)
Cash flows from financing activities
Repayment of/new finance leases	(10,195)	174,207
Net cash used in financing activities	(10,195)	174,207
Net (decrease) in cash and cash equivalents	(465,839)	(940,863)
Cash and cash equivalents at beginning of year	1,318,315	2,259,178
Cash and cash equivalents at the end of year	852,476	1,318,315

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	852,476	1,318,315
	852,476	1,318,315

The notes on pages 18 to 36 form part of these financial statements.

Page 16

CODILINK UK LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2025


At 1 January 2025	Cash flows	At 31 December 2025
£	£	£

Cash at bank and in hand	1,318,315	(465,839)	852,476
Finance leases	(175,657)	10,195	(165,462)
	1,142,658	(455,644)	687,014

The notes on pages 18 to 36 form part of these financial statements.

Page 17

CODILINK UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Codilink UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2 Communications Road, Greenham Business Park, Greenham, Newbury, RG19 6AB. The company's principal place of business is 120 Aldersgate St, Barbican, London EC1A 4JQ.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Going concern

The directors are satisfied that the business has adequate resources to continue operations for the foreseeable future. Based on a review of the forecasts and plans the directors believe that the financial statements have been appropriately prepared on a going concern basis.

Page 18

CODILINK UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is 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.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

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 Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

Where revenue consists of a long term contract, typically of one year or more the revenue is deferred over the life of the contract and classified as deferred income. The deferred revenue is released over the expected life of the contract.

2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 19

CODILINK UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, being 15 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.8

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 20

CODILINK UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Cash-settled share options are measured at fair value, with a liability recognised over the vesting period based on the number of awards expected to vest. The liability is remeasured at each reporting date until settlement, with changes recognised in profit or loss.

2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the 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;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 21

CODILINK UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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:

Fixtures and fittings	-	20%	on cost
Office equipment	-	20%	on cost
Famoco scanners	-	33%	on cost
Other fixed assets	-	50%	on cost

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.14

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.

2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.17

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

Page 22

CODILINK UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.17

Financial instruments (continued)

subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Tangible fixed assets

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as the remaining life of the asset and projected disposal values.

Intangible fixed assets

Development costs relating to the development of a technological system are capitalised as intangible fixed assets and amortised over their useful economic life which is deemed to be 15 years.

Taxation

The company establishes provisions based on reasonable estimates, for possible consequences of audits by the tax authorities. The amount of such provisions is based on various factors, such as experience with previous tax submissions. Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies.

Revenue recognition

Where revenue consists of a long term contract, typically of one year or more the revenue is deferred over the life of the contract and classified as deferred income. The deferred revenue is released over the expected life of the contract.

Page 23

CODILINK UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Turnover

An analysis of turnover by class of business is as follows:
	2025	2024
	£	£

Sales	5,935,660	5,785,515
	5,935,660	5,785,515

The Group operates in a single class of business. Revenue is presented based on the Group entity that contracts with and invoices the customer and is not intended to represent an analysis of revenue by customer location.

5.	Other operating income
		2025	2024
		£	£

Research & development tax credits	99,637	-
	99,637	-

Depreciation	417,172	469,798
Exchange differences	124,482	(10,553)
Other operating lease rentals	205,955	268,962
Amortisation	912,164	1,017,270

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements	20,700	19,400
Fees payable in respect of:
Corporation tax compliance	2,700	2,600

Page 24

CODILINK UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Wages and salaries	2,584,675	2,493,011	665,254	759,649
Social security costs	333,572	329,058	217,884	227,315
Cost of defined contribution scheme	29,698	30,056	29,698	30,056
	2,947,945	2,852,125	912,836	1,017,020

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Employees	67	63	67	63

9.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	273,905	387,723
	273,905	387,723

A Director, B Chesser, is the highest paid Director and is employed and remunerated by a group Company in respect of his services to the Group as a whole.

During the year retirement benefits were accruing to no directors (2024 - Nil) in respect of defined contribution pension schemes.

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £Nil (2024 - £Nil).

Page 25

CODILINK UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Corporation tax
Current tax on profits for the year	18,931	(156,224)

Total current tax	18,931	(156,224)

The current tax charge reflects the corporation tax gross-up associated with the Research and Development Expenditure Credit (RDEC). The corporation tax cash receipt recognised within operating cash flows relates to the same RDEC gross-up.

Loss on ordinary activities before tax

(683,141)

(1,050,402)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(170,785)	(262,601)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	6,081	18,544
Fixed asset differences	70,058	116,202
Other differences leading to an increase (decrease) in the tax charge	(7,802)	(184,076)
Surrender of tax losses for R&D tax credit	-	234,336
Deferred tax not recognised	121,379	36,565
Adjustments to losses	-	(115,194)
Total tax charge for the year	18,931	(156,224)

Factors that may affect future tax charges

The group has tax losses available to set off against future tax profits.

11.	Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year was £808,999 (2024 - loss £1,116,312).

Page 26

CODILINK UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Intangible assets
	Group

		Development expenditure
		£
	Cost
	At 1 January 2025	13,628,803
	Additions	1,158,112
	At 31 December 2025	14,786,915
	Amortisation
	At 1 January 2025	6,434,250
	Charge for the year	912,164
	At 31 December 2025	7,346,414
	Net book value
	At 31 December 2025	7,440,501
	At 31 December 2024	7,194,553

Page 27

CODILINK UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.Intangible assets (continued)

	Company

		Development expenditure
		£
	Cost
	At 1 January 2025	13,215,836
	Additions	1,158,112
	At 31 December 2025	14,373,948
	Amortisation
	At 1 January 2025	6,021,283
	Charge for the year	912,164
	At 31 December 2025	6,933,447
	Net book value
	At 31 December 2025	7,440,501
	At 31 December 2024	7,194,553

Page 28

CODILINK UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Tangible fixed assets
	Group

	Fixtures and fittings	Office equipment	Famoco Scanners	Other fixed assets	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2025	78,977	191,426	1,276,464	1,514,376	3,061,243
Additions	-	18,242	74,564	405	93,211
Disposals	(2)	(391)	-	-	(393)
At 31 December 2025	78,975	209,277	1,351,028	1,514,781	3,154,061
Depreciation
At 1 January 2025	55,710	176,034	879,684	1,491,146	2,602,574
Charge for the year	23,265	81	370,191	23,635	417,172
Exchange adjustments	-	(9,035)	-	-	(9,035)
At 31 December 2025	78,975	167,080	1,249,875	1,514,781	3,010,711
Net book value
At 31 December 2025	-	42,197	101,153	-	143,350
At 31 December 2024	23,267	15,392	396,780	23,230	458,669

Page 29

CODILINK UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.Tangible fixed assets (continued)

	Company

	Fixtures and fittings	Office equipment	Famoco Scanners	Other fixed assets	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2025	78,082	167,767	1,276,464	1,514,376	3,036,689
Additions	-	16,804	74,564	405	91,773
At 31 December 2025	78,082	184,571	1,351,028	1,514,781	3,128,462
Depreciation
At 1 January 2025	60,852	151,926	879,684	1,491,146	2,583,608
Charge for the year	17,230	-	370,191	23,635	411,056
Exchange adjustments	-	2,265	-	-	2,265
At 31 December 2025	78,082	154,191	1,249,875	1,514,781	2,996,929
Net book value
At 31 December 2025	-	30,380	101,153	-	131,533
At 31 December 2024	17,230	15,841	396,780	23,230	453,081

Page 30

CODILINK UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	217,737
	At 31 December 2025	217,737

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Codilink S.L	Avenida Diagonal, 534 - ENT IZ, Barcelona, 08006	Ordinary	100%
Coniq Inc	1209 N Orange St, Wilmington, Delaware, USA, 19801-1120	Ordinary	100%
Codilink FZE	Hot Desk, SRT-FLR-05.01-HD#13, Sheikh Rashid Tower, Dubai World Trade Centre, Dubai, United Arab Emirates	Ordinary	100%
Codilink Dooel Skopje	8mi Septemvri Blvd, 16 Hyperium Business Centre, 2nd Floor, Skopje, 1000, Republic of N.Macedonia	Ordinary	100%

The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

Codilink S.L	198,809	90,526
Coniq Inc	104,256	14,594
Codilink FZE	(22,937)	1,149
Codilink Dooel Skopje	58,576	19,517

Page 31

CODILINK UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£



Trade debtors	480,565	566,360	480,565	566,360
Amounts owed by group undertakings	-	-	144,832	144,832
Other debtors	404,260	136,529	229,985	108,411
Prepayments and accrued income	433,200	463,774	228,531	299,383
Tax recoverable	80,706	156,224	80,706	156,224
Deferred taxation	110,013	104,529	-	-
	1,508,744	1,427,416	1,164,619	1,275,210

16.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	852,476	1,318,315	635,281	1,095,643
	852,476	1,318,315	635,281	1,095,643

17.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Trade creditors	233,544	263,152	221,460	252,340
Corporation tax	1,594	343	-	-
Other taxation and social security	239,470	147,578	177,118	92,038
Obligations under finance lease and hire purchase contracts	165,462	175,657	165,462	175,657
Other creditors	494,961	353,187	419,081	308,558
Accruals and deferred income	863,102	872,553	846,178	859,135
	1,998,133	1,812,470	1,829,299	1,687,728

Page 32

CODILINK UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

18.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Other creditors	10,176	428	-	-
Accruals and deferred income	247,851	231,953	198,000	196,626
	258,027	232,381	198,000	196,626

19.	Financial instruments
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Financial assets
Financial assets measured at amortised cost	727,420	702,889	697,977	819,603
Cash and cash equivalents	852,476	1,318,315	635,281	1,095,643
	1,579,896	2,021,204	1,333,258	1,915,246

	Financial liabilities
	Financial liabilities measured at amortised cost	1,448,961	1,407,282	1,283,956	1,234,494

	Financial assets measured at amortised cost comprise trade debtors, amounts owed by group undertakings and other debtors.
	Financial liabilities measured at amortised cost comprise trade creditors, other creditors, hire purchase contracts and accruals.

Page 33

CODILINK UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.	Deferred taxation
	Group

		2025
		£

	At beginning of year	104,529
	Credited to profit or loss	5,484
	At end of year	110,013

Company

		2025

	At end of year	-

The deferred tax asset is made up as follows:
	Group	Group
	2025	2024
	£	£

	Tax losses	110,013	104,529
		110,013	104,529

21.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

11,189 (2024 - 11,189) A preference shares of £0.01 each	112	112
5,368 (2024 - 5,368) B preference shares of £0.01 each	54	54
13,756 (2024 - 13,756) D preference shares of £0.01 each	138	138
8,890 (2024 - 8,890) E preference shares of £0.01 each	89	89
8,801 (2024 - 8,801) F preference shares of £0.01 each	88	88
58,860 (2024 - 58,860) Ordinary shares of £0.01 each	588	588
21,369 (2024 - 21,369) B Ordinary shares of £0.01 each	214	214

	1,283	1,283

Page 34

CODILINK UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

22.

Reserves

Share premium account

The share premium account is the accumulated amount paid over the nominal value of shares issued up to the date of the balance sheet.

Foreign exchange reserve

The foreign exchange reserve represents the cumulative foreign exchange differences arising on consolidation from the translation of foreign operations into the presentation currency up to the balance sheet date.

Other reserves

Other reserves represent the cumulative share-based payment reserve.

Profit and loss account

The profit and loss account represents the Company's accumulated profits and losses up to the date of the balance sheet.

Page 35

CODILINK UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

23.	Share-based payments

The number and weighted average exercise price of share options during the year are as follows:
	Weighted average exercise price (pounds) 2025	Number 2025	Weighted average exercise price (pounds) 2024	Number 2024

Outstanding at the beginning of the year	150	1,670	150	1,670
Granted during the year		2,176		-
Forfeited during the year		(958)		-
Outstanding at the end of the year	150	2,888	150	1,670

					2025	2024

Option pricing model used	Black-Scholes	Black-Scholes
Weighted average share price (pounds)	93.15	314
Exercise price (pounds)	150	150
Weighted average contractual life (years)	4	4
Expected volatility	40.1	57.5
Risk-free interest rate	3.25	3.25

					2025	2024
					£	£

	Equity-settled schemes	19,501	71,498
		19,501	71,498

24.	Pension commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £29,698 (2024: £30,056). Contributions totalling £12,200 (2024: £7,646) were payable to the fund at the balance sheet date and are included in creditors.

25.	Related party transactions
	In accordance with FRS 102 Section 33, related party transactions between members of the Group are not disclosed, as these transactions are eliminated on consolidation.

Page 36