Company Registration No. 09121732 (England and Wales)
FIDO TECH LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
FIDO TECH LTD
COMPANY INFORMATION
Directors
M Donnelly
(Appointed 1 August 2025)
C Fortunato
(Appointed 13 February 2026)
R Hubner
(Appointed 13 February 2026)
C Vaslet
(Appointed 13 February 2026)
P Clark
(Appointed 8 July 2026)
Company number
09121732
Registered office
The Courtyard
Home Farm
Caversfield
Bicester
Oxfordshire
OX27 8TG
Auditor
Shaw Gibbs (Audit) Limited
264 Banbury Road
Oxford
England
OX2 7DY
FIDO TECH LTD
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Statement of financial position
7
Statement of changes in equity
8
Notes to the financial statements
9 - 18
FIDO TECH LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Principal activities

The principal activity of the company continued to be the provision of AI-driven infrastructure intelligence solutions for water networks.

Directors

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

M Donnelly
(Appointed 1 August 2025)
C Fortunato
(Appointed 13 February 2026)
R Hubner
(Appointed 13 February 2026)
C Vaslet
(Appointed 13 February 2026)
N Edwards
(Resigned 13 February 2026)
V Edwards
(Resigned 13 February 2026)
P Clark
(Appointed 8 July 2026)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Auditor

The auditor, Shaw Gibbs (Audit) Limited, were appointed during the year and are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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:

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

Statement of disclosure to auditor

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

FIDO TECH LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Going concern

After reviewing the company's forecasts and projections, which cover the 12-months period from the date of signing the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
M Donnelly
Director
9 October 2026
FIDO TECH LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FIDO TECH LTD
- 3 -
Opinion

We have audited the financial statements of FIDO Tech Ltd (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

Other information

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

Opinions on other matters prescribed by the Companies Act 2006

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

FIDO TECH LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FIDO TECH LTD (CONTINUED)
- 4 -
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 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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

  1. At the planning stage of the audit, we gain an understanding of the laws and regulations which apply to the company and how the management seek to comply with those laws and regulations. This helps us to plan appropriate risk assessments.

     

  2. During the audit, we focus on relevant risk areas and review the compliance with the laws and regulations by making relevant enquiries and undertaking corroboration, for example by reviewing Board Minutes, correspondence with regulatory authorities and other documentation.

     

  3. We assess the risk of material misstatement in the financial statements including as a result of fraud and undertake procedures including:

    1. Reviewing the controls set in place by management;

    2. Making enquiries of management as to whether they consider fraud or other irregularity may have taken place, or where such opportunity might exist;

    3. Challenging management assumptions with regard to accounting estimates; and

    4. Identifying and testing journal entries, particularly those which appear to be unusual by size or nature.

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.

FIDO TECH LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FIDO TECH LTD (CONTINUED)
- 5 -

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

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

Nikolaos Ioannidis (Senior Statutory Auditor)
For and on behalf of Shaw Gibbs (Audit) Limited, Statutory Auditor
Chartered Certified Accountants
264 Banbury Road
Oxford
OX2 7DY
England
9 October 2026
FIDO TECH LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
Continuing
Discontinued
31 December
Continuing
Discontinued
31 December
operations
operations
2025
operations
operations
2024
As restated
£
£
£
£
£
£
Revenue
2,591,610
903,860
3,495,470
2,120,657
1,165,342
3,285,999
Cost of sales
(1,463,584)
(997,389)
(2,460,973)
(1,815,824)
(1,623,796)
(3,439,620)
Gross (loss)/profit
1,128,026
(93,529)
1,034,497
304,833
(458,454)
(153,621)
Administrative expenses
(7,341,362)
(200,461)
(7,541,823)
(6,277,547)
(80,559)
(6,358,106)
Other operating income
152
-
0
152
-
0
-
0
-
0
Operating loss
(6,213,184)
(293,990)
(6,507,174)
(5,972,714)
(539,013)
(6,511,727)
Investment income
57,463
-
0
57,463
21,046
-
0
21,046
Finance costs
-
0
-
0
-
(225,400)
-
0
(225,400)
Loss before taxation
(6,155,721)
(293,990)
(6,449,711)
(6,177,068)
(539,013)
(6,716,081)
Tax credit
150,266
-
0
150,266
100,000
-
0
100,000
Loss for the financial year
(6,005,455)
(293,990)
(6,299,445)
(6,077,068)
(539,013)
(6,616,081)
FIDO TECH LTD
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 7 -
2025
2024
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
5
933,475
1,409,651
Current assets
Inventories
212,276
-
Trade and other receivables
6
2,169,856
2,441,756
Cash and cash equivalents
5,232,566
828,305
7,614,698
3,270,061
Current liabilities
7
(2,814,593)
(2,491,539)
Net current assets
4,800,105
778,522
Net assets
5,733,580
2,188,173
Equity
Called up share capital
1,500
1,500
Share premium account
1,799,250
1,799,250
Capital contribution reserve
24,005,420
14,525,284
Retained earnings
(20,072,590)
(14,137,861)
Total equity
5,733,580
2,188,173

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 9 October 2026 and are signed on its behalf by:
M Donnelly
Director
Company registration number 09121732 (England and Wales)
FIDO TECH LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
Share capital
Share premium account
Capital contribution reserve
Retained earnings
Total
£
£
£
£
£
Balance at 1 January 2024
1,500
1,799,250
-
(7,836,222)
(6,035,472)
Year ended 31 December 2024:
Loss and total comprehensive expense
-
-
-
(6,616,081)
(6,616,081)
Share based payment
-
-
-
314,442
314,442
Waive of intercompany debt
-
-
14,525,284
-
14,525,284
Balance at 31 December 2024
1,500
1,799,250
14,525,284
(14,137,861)
2,188,173
Year ended 31 December 2025:
Loss and total comprehensive expense
-
-
-
(6,299,445)
(6,299,445)
Share based payment
-
-
-
364,716
364,716
Waive of intercompany debt
-
-
9,480,136
-
9,480,136
Balance at 31 December 2025
1,500
1,799,250
24,005,420
(20,072,590)
5,733,580
FIDO TECH LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
1
Accounting policies
Company information

FIDO Tech Ltd is a private company limited by shares incorporated in England and Wales. The registered office is The Courtyard, Home Farm, Caversfield, Bicester, Oxfordshire, OX27 8TG.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include derivative financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Prior period restatement

During the year, the company identified that it would be more appropriate to classify certain costs included within administrative expenses in the prior year as cost of sales expenses, to better reflect their nature. The comparative figures have therefore been restated to reflect the appropriate classification of these costs.

 

The restatement has resulted in an increase in cost of sales of £507,982 and a corresponding decrease in administrative expenses of £507,982.

 

The restatement has no impact on the loss for the financial year, net assets or retained earnings of the company.

1.3
Going concern

After reviewing the company's forecasts and projections, which cover the 12-month period from thetrue date of signing the financial statements, the directors have a reasonable expectation that the company have adequate resources to continue in operational existence for the foreseeable future.

1.4
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, rebates, value added tax and other sales taxes. Revenue primarily consists of amounts from the provision of leak detection software and hardware to customers. Revenue is also generated from the provision of water reduction programmes with corporate sponsors.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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:

FIDO TECH LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 10 -
Other income

Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

1.5
Research and development expenditure

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.

 

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.

 

1.6
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Plant and equipment
20% straight line
Fixtures and fittings
20% straight line
Computers
25% straight line
Hardware in use
20% straight line

Assets under construction are not depreciated until they are transferred to the relevant asset class and are in use.

 

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 the Statement of Comprehensive Income.

1.7
Impairment of non-current assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

FIDO TECH LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 11 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.9
Cash and cash equivalents

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

1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

FIDO TECH LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

FIDO TECH LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.12
Derivatives

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately.

 

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

1.13
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.14
Employee benefits

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

 

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

 

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

FIDO TECH LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.15
Retirement benefits

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 the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.

1.16
Share-based payments

FIDO Group operate a share option incentive scheme for the purpose of providing incentives and rewards to eligible participants who contribute to the success of FIDO's operations. Employees of FIDO Tech Ltd receive remuneration in the form of share options, whereby the employees render services in exchange for options over equity instruments ("equity-settled transactions") of the parent company, FIDO AI Limited.

 

The cost of the share options is measured by reference to their fair value at the date on which they are granted using an appropriate option pricing methodology (Black-Scholes options pricing model). The cost of the options granted is recognised in employee benefit expense, together with a corresponding increase in equity, over the period in which the performance and service conditions are fulfilled. The cumulative expense recognised for share options at the end of each reporting period until the vesting date reflects the extent to which the vesting period has expired and the group's best estimate of the number of share options that will ultimately vest. The charge or credit to the statement of comprehensive income for a period represents the movement in the cumulative expense recognised as at the beginning and end of that period.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the group's best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.

 

For awards that do not ultimately vest because non-market performance and/or service conditions have not been met, no expense is recognised. Where awards include a market or non-vesting condition, the transactions are treated as vesting irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

1.17
Leases
As lessee

Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term.

1.18
Foreign exchange

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

FIDO TECH LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

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

Equity settled share-based payments

Where share options are awarded to employees in respect of the parent company’s shares, the fair value of the options is determined at the date of grant and charged to profit or loss over the vesting period. The credit entry is recorded in a share-based payments reserve within equity. The fair value is based upon the Black-Scholes model which is a well-accepted model for the valuation of share options where there are no market conditions attached. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Statement of Financial Position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.

Useful Economic Life of Hardware Deployed

The company has capitalised its sensors that are deployed on projects and depreciates them over the estimated useful economic lives. Management has used a best estimate of 5 years for the useful economic life of the deployed hardware. Whilst management believes this to be an accurate representation, the fact remains that this is new technology being deployed and there is a chance that the useful economic life of the technology may be longer or shorter than the useful economic life chosen.

3
Employees

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

2025
2024
Number
Number
Total
68
70
4
Discontinued operations
FIDO Direct UK

During the year the company discontinued the operation of FIDO Direct UK.

 

In the 2025 financial statements, the results of FIDO Direct UK are shown separately, as discontinued operations, in both the current year and comparative columns.

FIDO TECH LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
5
Property, plant and equipment
Assets under construction
Plant and equipment
Fixtures and fittings
Computers
Hardware in use
Total
£
£
£
£
£
£
Cost
At 1 January 2025
493,893
132,523
81,944
107,151
917,987
1,733,498
Additions
141,506
1,075
570
35,901
263,407
442,459
Disposals
(517,256)
(50,132)
-
0
-
0
(264,445)
(831,833)
Transfers
(118,143)
-
0
-
0
-
0
118,143
-
0
At 31 December 2025
-
0
83,466
82,514
143,052
1,035,092
1,344,124
Depreciation and impairment
At 1 January 2025
-
0
34,004
26,218
43,722
219,903
323,847
Depreciation charged in the year
-
0
26,615
16,002
28,499
184,403
255,519
Eliminated in respect of disposals
-
0
(24,764)
-
0
-
0
(143,953)
(168,717)
At 31 December 2025
-
0
35,855
42,220
72,221
260,353
410,649
Carrying amount
At 31 December 2025
-
0
47,611
40,294
70,831
774,739
933,475
At 31 December 2024
493,893
98,519
55,726
63,429
698,084
1,409,651
6
Trade and other receivables
2025
2024
Amounts falling due within one year:
£
£
Trade receivables
439,283
1,622,525
Corporation tax recoverable
250,000
272,366
Amounts owed by group undertakings
466,362
276,830
Other receivables
440,150
222,834
Prepayments and accrued income
574,061
47,201
2,169,856
2,441,756

Trade receivables are stated after impairment provisions of £26,090 (2024: £51,090).

 

Amounts owed by group undertakings are unsecured, interest bearing at 2% and are repayable on demand.

FIDO TECH LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
7
Current liabilities
2025
2024
£
£
Trade payables
197,407
289,398
Taxation and social security
177,139
157,999
Deferred income
2,054,708
1,646,478
Other payables
29,551
34,436
Accruals
355,788
363,228
2,814,593
2,491,539
8
Share-based payment transactions

The company participates in a group share-based payment arrangement under which employees of Fido Tech Ltd were granted equity-settled share options over the equity instruments of the parent company, FIDO AI Limited.

 

The arrangement is classified as equity-settled share-based payment under FRS 102 Section 26. Equity settled share options are measured at fair value at the date of grant by reference to the fair value of the underlying equity instruments, using the Black-Scholes model. The fair value determined at the grant date is expensed in accordance with the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

 

The key terms of the arrangement are as follows:

 

Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 January
132,920
135,337
3.24
2.00
Granted
87,612
23,473
4.38
9.00
Forfeited
(78,015)
0
(25,890)
0
4.17
1.98
Outstanding at 31 December
142,517
132,920
3.43
3.24
Exercisable at 31 December
-
0
-
0
-
0
-
0
2025
2024
£
£
Expenses recognised in the year
Arising from equity-settled transactions
364,716
314,442

The cumulative expense recognised in equity at the period end is £873,401 (2024: £508,685).

FIDO TECH LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
9
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
206,421
111,211

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

10
Operating lease commitments
As lessee

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

2025
2024
£
£
Total commitments
272,627
149,436
11
Related party transactions

The company has taken advantage of the exemptions provided by FRS102 Section 33, not to disclose transactions and outstanding balances with its parent company FIDO AI Limited which controls its entire share capital and with other entities that form part of the FIDO AI Limited group and they are, directly or indirectly, wholly owned by FIDO AI Limited.

 

The company made purchases from ECO-IOT Ltd in the period, a related party through common ownership. The company made purchases of £2,400 in the period (2024: £54,713). As at 31 December 2025 £nil (2024: £360) was owed to ECO-IOT Ltd.

 

In the period the company made sales to and purchases from Oldcastle LLC a related party through common ownership. Sales amounted to £922,625 (2024: £916,902). Purchases amount to £284,943 (2024: £101,049). As at 31 December 2025 £32,563 (2024: £80,777) was owed to and £231,975 (2024: £996,768) was due from Oldcastle LLC.

12
Parent company

FIDO AI Limited is the immediate and ultimate parent company of the company and it is the smallest and largest entity in which the results of this company are consolidated within. The registered office address of FIDO AI Limited is The Courtyard Home Farm, Caversfield, Bicester, Oxfordshire, OX27 8TG. The consolidated financial statements of FIDO AI Limited can be obtained from the Registrar of Companies.

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