Company registration number 11719338 (England and Wales)
COPADO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 JANUARY 2023
PAGES FOR FILING WITH REGISTRAR
Century House
Wargrave Road
Henley-on-Thames
Oxfordshire
United Kingdom
RG9 2LT
COPADO LIMITED
CONTENTS
Page
Company information
1
Balance sheet
2
Statement of changes in equity
3
Notes to the financial statements
4 - 11
COPADO LIMITED
COMPANY INFORMATION
- 1 -
Director
Mr. E. Elliott
Secretary
Mr. M. Hill
Company number
11719338
Registered office
Century House
Wargrave Road
Henley-on-Thames
Oxfordshire
United Kingdom
RG9 2LT
Auditor
Verallo
Century House
Wargrave Road
Henley-on-Thames
Oxfordshire
United Kingdom
RG9 2LT
COPADO LIMITED
BALANCE SHEET
AS AT
31 JANUARY 2023
31 January 2023
- 2 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
5
1,711
16,597
Current assets
Debtors falling due after more than one year
6
901,569
488,542
Debtors falling due within one year
6
9,803,819
1,073,018
Cash at bank and in hand
6,292,077
829,915
16,997,465
2,391,475
Creditors: amounts falling due within one year
7
(23,433,185)
(4,915,736)
Net current liabilities
(6,435,720)
(2,524,261)
Net liabilities
(6,434,009)
(2,507,664)
Capital and reserves
Called up share capital
9
100
100
Profit and loss reserves
(6,434,109)
(2,507,764)
Total equity
(6,434,009)
(2,507,664)
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved and signed by the director and authorised for issue on 31 January 2024
Mr. E. Elliott
Director
Company Registration No. 11719338
The notes on pages 4 to 11 form part of these financial statements
COPADO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2023
- 3 -
Share capital
Profit and loss reserves
Total
£
£
£
As restated for the period ended 31 January 2022:
Balance at 1 February 2021
100
(1,290,910)
(1,290,810)
Year ended 31 January 2022:
Loss and total comprehensive income for the year
-
(1,216,854)
(1,216,854)
Balance at 31 January 2022
100
(2,507,764)
(2,507,664)
Year ended 31 January 2023:
Loss and total comprehensive income for the year
-
(3,926,345)
(3,926,345)
Balance at 31 January 2023
100
(6,434,109)
(6,434,009)
COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023
- 4 -
1
Accounting policies
Company information
Copado Limited (11719338) is a private company limited by shares incorporated in England and Wales. The registered office is Century House, Wargrave Road, Henley-on-Thames, Oxfordshire, United Kingdom, RG9 2LT.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 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. The principal accounting policies adopted are set out below.
1.2
Going concern
As set out in the Director's Responsibilities Statements, in preparing these financial statements the director is required to prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. true
In satisfaction of this responsibility the director has considered their expectations for the company over the next 12 months and the company's ability to meet its liabilities as they all due, based upon the information available to the director at the date of these financial statements.
In concluding that it is appropriate to adopt the going concern basis in preparing the financial statements, the director has had regard to the future growth plans for the company, and the support received from its parent company Copado Holdings, Inc.
At the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence and to meet its obligations as they fall for the foreseeable future due to support provided by group companies. The group companies have confirmed working capital support, to enable Copado Limited, to meets its obligations as they fall due, for the foreseeable future, along with confirmation that monies loaned to Copado Limited totalling £14,961,569 at 31 January 2023, will not be repayable on demand for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
Should the assumptions prove to be invalid, the going concern basis may also be invalid and, accordingly, adjustments may have to be made to reduce the value of the assets to their realisable amounts, to provide any further liabilities which might arise and to reclassify all their fixed assets as current assets.
COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
1
Accounting policies
(Continued)
- 5 -
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
Turnover is released to the profit and loss equally over the life of the contract.
Turnover for the provision of products and services is derived from contracts held by the parent company and won by the employees of Copado Limited. The contract is recognised as deferred revenue within the parent company and released to the trading company, on a monthly basis, over the life of the contract.
Commissions payable are recognised in the profit and loss in line with the turnover, as a result of the ability to clawback commissions for non-payments.
1.4
Tangible fixed assets
Tangible fixed assets 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:
Computers
100% Straight Line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
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.
1.6
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 balance sheet 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 debtors 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.
COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
1
Accounting policies
(Continued)
- 6 -
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 creditors and loans from fellow group companies, 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 creditors 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 creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.7
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.
1.8
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 fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.9
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.10
Share-based payments
The group of which this company is a part operates an equity-settled share-based payment scheme for the benefit of the groups employees. The company reflects the economic cost of awarding share-based payments to employees by recording an expense in profit or loss based on the far value of the equity instruments measured at grant date and spread over the vesting period.
COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
1
Accounting policies
(Continued)
- 7 -
1.11
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Turnover
2023
2022
£
£
Turnover analysed by class of business
Consultancy
4,051,460
2,217,640
Group recharges
5,933,794
-
9,985,254
2,217,640
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
28
16
4
Taxation
At 31 January 2023 the company had tax losses amounting to £6,118,202 (2022 - £2,809,189), which are available to be carried forward and offset against future trading profits.
COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
- 8 -
5
Tangible fixed assets
Computers
£
Cost
At 1 February 2022
74,857
Additions
12,572
At 31 January 2023
87,429
Depreciation and impairment
At 1 February 2022
58,260
Depreciation charged in the year
27,458
At 31 January 2023
85,718
Carrying amount
At 31 January 2023
1,711
At 31 January 2022
16,597
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
707,598
714,617
Amounts owed by group undertakings
7,671,060
Other debtors
1,425,161
358,401
9,803,819
1,073,018
2023
2022
Amounts falling due after more than one year:
£
£
Prepayments and accrued income
901,569
488,542
Total debtors
10,705,388
1,561,560
Commissions payable are recognised in line with the turnover received. Any commissions relating to subsequent periods are prepaid accordingly.
Due to the nature of the contracts these relate to a period of up to three years, and are repayable from the employee, if the customer does not make payment.
COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
- 9 -
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
4,281,903
106,931
Amounts owed to group undertakings
16,631,425
3,373,609
Taxation and social security
95,806
Other creditors
821
1,145
Accruals and deferred income
2,519,036
1,338,245
23,433,185
4,915,736
8
Share-based payment transactions
During 2023 Copado Limited issued 520,500 share options with a fair value of $0.82 per option to its employees, in total 1,165,212 share options with an average fair value of $0.58 per option, were in issue at 31 January 2023. During the year 199,781 shares options were exercised, in total 463,392 had been issued to 31 January 2023 and 502,339 share options remained unvested at the year end.
The options vest over a period of time, between one and four years and only vest upon notification from the company to the participant, if they remain an employee of the Company at vesting date.
It is noted that the shares offered will be in the name of Copado Holdings, Inc., the parent entity.
9
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Michelle Hewitt-Dutton FCCA
Statutory Auditor:
Verallo
COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
- 10 -
11
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
12,168
24,630
12
Related party transactions
The company has taken advantage of the exemption available under FRS 102 Section 33.1A not to disclose transactions with other wholly-owned members of the group.
13
Events after the reporting date
On 13 March 2023 Copado Limited repaid £6,231,000 of the intercompany balance owed to Copado Inc.
14
Parent company
During the prior year there was a change in the immediate parent company to Copado Limited. On 7 January 2022 the shareholding in Copado Limited was transferred from Copado Solutions SL to Copado Holdings, Inc.
The group considers there to be no ultimate controlling party in Copado Holdings, Inc.
COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
- 11 -
15
Prior period adjustment
Reconciliation of changes in equity
1 February
31 January
2021
2022
£
£
Adjustments to prior year
Sales
-
50,077
Royalties
-
(6,356)
Management fees
-
26,190
Foreign exchange
-
216,525
Total adjustments
-
286,436
Equity as previously reported
(1,290,810)
(2,794,100)
Equity as adjusted
(1,290,810)
(2,507,664)
Analysis of the effect upon equity
Profit and loss reserves
-
286,436
Reconciliation of changes in loss for the previous financial period
2022
£
Adjustments to prior year
Sales
50,077
Royalties
(6,356)
Management fees
26,190
Foreign exchange
216,525
Total adjustments
286,436
Loss as previously reported
(1,503,290)
Loss as adjusted
(1,216,854)
2023-01-312022-02-01false31 January 2024CCH SoftwareCCH Accounts Production 2023.100No description of principal activityThis audit opinion is unqualifiedMr. E. ElliottMr. M. Hill117193382022-02-012023-01-3111719338bus:Director12022-02-012023-01-3111719338bus:CompanySecretary12022-02-012023-01-3111719338bus:RegisteredOffice2022-02-012023-01-31117193382023-01-31117193382022-01-3111719338core:ComputerEquipment2023-01-3111719338core:ComputerEquipment2022-01-3111719338core:Non-currentFinancialInstrumentscore:AfterOneYear2023-01-3111719338core:Non-currentFinancialInstrumentscore:AfterOneYear2022-01-3111719338core:WithinOneYear2023-01-3111719338core:WithinOneYear2022-01-3111719338core:CurrentFinancialInstrumentscore:WithinOneYear2023-01-3111719338core:CurrentFinancialInstrumentscore:WithinOneYear2022-01-3111719338core:CurrentFinancialInstruments2023-01-3111719338core:CurrentFinancialInstruments2022-01-3111719338core:ShareCapital2023-01-3111719338core:ShareCapital2022-01-3111719338core:RetainedEarningsAccumulatedLosses2023-01-3111719338core:RetainedEarningsAccumulatedLosses2022-01-3111719338core:ShareCapital2021-01-3111719338core:RetainedEarningsAccumulatedLosses2021-01-3111719338core:RetainedEarningsAccumulatedLosses2021-02-012022-01-31117193382021-02-012022-01-3111719338core:RetainedEarningsAccumulatedLosses2022-02-012023-01-3111719338core:ComputerEquipment2022-02-012023-01-3111719338core:ComputerEquipment2022-01-3111719338core:Non-currentFinancialInstruments2023-01-3111719338bus:PrivateLimitedCompanyLtd2022-02-012023-01-3111719338bus:SmallCompaniesRegimeForAccounts2022-02-012023-01-3111719338bus:FRS1022022-02-012023-01-3111719338bus:Audited2022-02-012023-01-3111719338bus:FullAccounts2022-02-012023-01-31xbrli:purexbrli:sharesiso4217:GBP