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Registered number: 11626116 (England and Wales)














PENDO.IO UK LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2024


 
PENDO.IO UK LTD
 
 
COMPANY INFORMATION


Directors
J Kaelin 
T Olson 




Registered number
11626116



Registered office
Birchin Court
5th Floor

19-25 Birchin Lane

London

United Kingdom

EC3V 9DU




Independent auditors
ZEDRA Corporate Reporting Services (UK) Limited





 
PENDO.IO UK LTD
 

CONTENTS



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Statement of Comprehensive Income
 
9
Balance Sheet
 
10
Statement of Changes in Equity
 
11
Statement of Cash Flows
 
12
Notes to the Financial Statements
 
13 - 26


 
PENDO.IO UK LTD
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2024

Introduction
 
The directors present their Strategic Report for Pendo.io UK Ltd ("The Company") for the year ended 31 January 2024.
Pendo is a Software-as-a-Service company that helps companies measure and elevate the user experience within their applications by providing product or software usage analytics, in-application feedback, and contextual guidance. Pendo also provides professional services to help customers maximize their product success through leveraging Pendo's application.

Business review
 
Pendo.io UK Ltd (Pendo UK) allows companies to put product at the center of everything they do.  Pendo helps teams integrate product intelligence into their organizations to confidently innovate at the speed of changing user needs—taking the guesswork out of delivering the best product experiences. 
 
The Company operates as a subsidiary of Pendo.io, Inc, referred to as 'the Group', and supports the work of the parent company. 
The Company has two locations, an office in London and Sheffield. The subsidiary is mainly engaged in performing sales and marketing activities that cover Europe, the Middle East and Africa (“EMEA”) region. Additionally, Pendo UK engages in performing contract R&D activities related to the parent company’s platform.
The Group generates the majority of its revenue from subscription fees for access to and usage of its cloud-based platform for a specified contract term. Access to the platform is considered a series of distinct services, with continuous transfer of control to the customer, comprising one performance obligation. Related professional services for activities including onboarding and training are also available, although they are not required for the customer to access the platform.  
Customers typically subscribe to the Company’s SaaS solutions on a self-service basis. Revenue from subscription fees is recognized ratably over the subscription term, which is typically one year, beginning on the date the customer has access to the platform. 

Principal risks and uncertainties
 
We have a limited operating history, which makes it difficult to predict our future results of operations.

We are dependent upon customer renewals, the addition of new customers, increased revenue from existing customers and the continued growth of the market for our solutions.

If we are unable to expand our direct and channel sales capabilities, grow our marketing reach and increase sales productivity, we may not be able to generate increased revenues.

Our business is subject to complex and evolving laws and regulations regarding privacy, data protection, content, competition, consumer protection, and other matters.

Interruptions or performance problems associated with our technology and infrastructure may harm our business and results of operations.

Prolonged economic uncertainties or downturns could harm our business.

Page 1

 
PENDO.IO UK LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024

Financial key performance indicators
 
To assist in the monitoring of the Company’s performance, the following key performance indicators are used:
Turnover of £20,657,101 recognised in 2024 (2023 – £22,593,563) showing a 8.57% reduction.
Gross profits of £19,228,116 recognised in 2024 (2023 – £20,980,053) generating a 8.35% reduction.
The Directors are satisfied with this performance.
Future developments
The Group expects to continue operating the Company in the same format moving forwards. 


This report was approved by the board and signed on its behalf.


J Kaelin
Director

Date: 28 October 2024

Page 2

 
PENDO.IO UK LTD
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2024

The directors present their report and the financial statements for the year ended 31 January 2024.

In accordance with S414c (11) of the Companies Act 2006 certain information that is required to be included in the Directors' Report has otherwise been included in the Strategic Report.

Directors

The directors who served during the year were:

J Kaelin 
T Olson 

Results and dividends

The profit for the year, after taxation, amounted to £654,590 (2023 - £321,428).

The directors have not proposed a dividend for the current year (2023: £NIL). 

Directors' responsibilities statement

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

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


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

make judgements and accounting estimates that are reasonable and prudent;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

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'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's auditors are aware of that information.

Page 3

 
PENDO.IO UK LTD
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024

Post balance sheet events

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

This report was approved by the board and signed on its behalf.
 


J Kaelin
Director

Date: 28 October 2024

Page 4

 
PENDO.IO UK LTD
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PENDO.IO UK LTD
 

Opinion


We have audited the financial statements of Pendo.io UK Ltd (the 'Company') for the year ended 31 January 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 January 2024 and of its profit 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Page 5

 
PENDO.IO UK LTD
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PENDO.IO UK LTD (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 ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 6

 
PENDO.IO UK LTD
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PENDO.IO UK LTD (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 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.
 
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
 
the responsible individual ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006 and taxation legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
 
We assessed the susceptibility of the Company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:
 
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
 
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
 
agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC.

 
Page 7

 
PENDO.IO UK LTD
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PENDO.IO UK LTD (CONTINUED)

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


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 2006Our 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.





Edward Wallis ACA (Senior Statutory Auditor)
for and on behalf of
ZEDRA Corporate Reporting Services (UK) Limited
Chartered Accountants and Statutory Auditors
Birchin Court
5th Floor
19-25 Birchin Lane
London
United Kingdom
EC3V 9DU


30 October 2024
Page 8

 
PENDO.IO UK LTD
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2024

2024
2023
Note
£
£

  

Turnover
 3 
20,657,101
22,593,563

Cost of sales
  
(1,428,985)
(1,613,510)

Gross profit
  
19,228,116
20,980,053

Administrative expenses
  
(18,182,858)
(21,419,055)

Operating profit/(loss)
 4 
1,045,258
(439,002)

Interest receivable and similar income
  
85
-

Interest payable and similar expenses
  
(1,104)
(5,413)

Profit/(loss) before tax
  
1,044,239
(444,415)

Tax on profit/loss
 6 
(389,649)
765,843

Profit for the financial year
  
654,590
321,428

There was no other comprehensive income for 2024 (2023£NIL).

The notes on pages 13 to 26 form part of these financial statements.

Page 9

 
PENDO.IO UK LTD
REGISTERED NUMBER:11626116

BALANCE SHEET
AS AT 31 JANUARY 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 7 
4,446,799
5,021,552

Tangible assets
 8 
921,914
1,025,516

  
5,368,713
6,047,068

Current assets
  

Debtors: amounts falling due after more than one year
 9 
315,000
315,000

Debtors: amounts falling due within one year
 9 
8,073,142
6,589,145

Bank and cash balances
  
241,982
737,581

  
8,630,124
7,641,726

Creditors: amounts falling due within one year
 10 
(2,427,843)
(2,532,802)

Net current assets
  
 
 
6,202,281
 
 
5,108,924

Total assets less current liabilities
  
11,570,994
11,155,992

Creditors: amounts falling due after more than one year
 11 
(278,906)
(713,816)

  

Net assets
  
11,292,088
10,442,176


Capital and reserves
  

Called up share capital 
 13 
1
1

Capital contribution reserve
 15 
8,233,282
8,037,960

Profit and loss account
 15 
3,058,805
2,404,215

  
11,292,088
10,442,176


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




J Kaelin
Director

Date: 28 October 2024

The notes on pages 13 to 26 form part of these financial statements.

Page 10

 
PENDO.IO UK LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£


At 1 February 2022
1
553,770
2,082,787
2,636,558


Comprehensive income for the year

Profit for the year
-
-
321,428
321,428
Total comprehensive income for the year
-
-
321,428
321,428

Share based payments
-
331,104
-
331,104

Capital contribution from parent company
-
7,153,086
-
7,153,086



At 1 February 2023
1
8,037,960
2,404,215
10,442,176


Comprehensive income for the year

Profit for the year
-
-
654,590
654,590
Total comprehensive income for the year
-
-
654,590
654,590

Share based payments
-
184,722
-
184,722

Capital contribution from parent company
-
10,600
-
10,600


At 31 January 2024
1
8,233,282
3,058,805
11,292,088


The notes on pages 13 to 26 form part of these financial statements.

Page 11

 
PENDO.IO UK LTD
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2024

2024
2023
Note
£
£

Cash flows from operating activities
  

Profit for the financial year
  
654,590
321,428

Amortisation of intangible assets
 7 
574,753
725,976

Depreciation of tangible assets
 8 
354,910
286,066

Impairments of fixed assets
  
-
1,553,987

Taxation charge
 6 
389,649
(765,843)

Increase in debtors
 9 
65,472
(362,196)

Increase in amounts owed by groups
 9 
(1,836,767)
(3,813,174)

(Decrease)/increase in creditors
 10 
(642,220)
2,380,541

Share based payment vesting expense
 14 
184,722
331,104

Net cash generated from operating activities

  

(254,891)
657,889

  

Cash flows from investing activities
  

Acquisition of MindTheProduct
  
-
(7,060,587)

Purchase of tangible fixed assets
 8 
(251,308)
(823,687)

Net cash from investing activities

  

(251,308)
(7,884,274)

Cash flows from financing activities
  

Capital contribution from parent
  
10,600
7,153,086

Net cash used in financing activities
  
10,600
7,153,086

Net decrease in cash and cash equivalents
  
(495,599)
(73,299)

Cash and cash equivalents at beginning of year
  
737,581
810,880

Cash and cash equivalents at the end of year
  
241,982
737,581


Cash and cash equivalents at the end of year comprise:
  

Cash at bank and in hand
  
241,982
737,581

  
241,982
737,581


The notes on pages 13 to 26 form part of these financial statements.

Page 12

 
PENDO.IO UK LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

1.Accounting policies

 
1.1

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 management to exercise judgement in applying the Company's accounting policies (see note 2).

The following principal accounting policies have been applied:

 
1.2

Going concern

The Company is in a net asset position at 31 January 2024. The majority of the Company's turnover is derived from a transfer pricing arrangement with the parent company, Pendo.io, Inc., as such it is reliant upon the continued support of that company in order to continue trading.
Pendo.io UK Ltd has received written confirmation from Pendo.io, Inc. that it will continue to provide financial support for a period of at least 12 months from the date of signing these financial statements. Furthermore, the directors have assessed the ability of Pendo.io, Inc. to provide this support based upon cash flow forecasts and have concluded that the parent will have sufficient working capital to provide the necessary support. For this reason, the directors continue to adopt the going concern basis in preparing the financial statements.

 
1.3

Turnover

Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Rendering of services

Turnover represents amounts receivable for term subscription and set up fees net of VAT. The term subscription relates to the use of the Company's software products. Turnover is recognised on a straight line basis over the service period of subscription.
Turnover is also recognised on a cost plus 5% basis, in line with the intercompany service agreement with the parent company.
 
the amount of turnover can be measured reliably;
it is probable that the Company will receive the consideration due under the intercompany service agreement;
the costs incurred under the intercompany service agreement can be measured reliably.

Page 13

 
PENDO.IO UK LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

1.Accounting policies (continued)

 
1.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

 
1.5

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Comprehensive Income over its useful economic life.

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Customer relationships
-
5
years
Developed technology
-
7
years
Goodwill
-
10
years
Trade name and corporate identity
-
10
years

Page 14

 
PENDO.IO UK LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

1.Accounting policies (continued)

 
1.6

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
-
7 years, straight line
Office equipment
-
3 years, straight line
Computer equipment
-
5 years, straight line
Leasehold improvements
-
5 years, straight line

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.

 
1.7

Debtors

Short and long-term debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.

  
1.8

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 held on deposit by service providers is included within bank and cash balances, as these amounts are highly liquid and repayable without penalty on notice of not more than 24 hours.

  
1.9

Creditors

Short-term creditors are measured at the transaction price.
Long-term creditors are measured at amortised cost. The directors do not consider the effects of discounting to be material. 

Page 15

 
PENDO.IO UK LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

1.Accounting policies (continued)

 
1.10

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 Company 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.

 
1.11

Operating leases: the Company as lessee

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

 
1.12

Pensions

Defined contribution pension plan

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

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

Page 16

 
PENDO.IO UK LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

1.Accounting policies (continued)

 
1.13

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 operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


2.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in conformity with FRS 102 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 
The estimates and assumptions that have a significant risk of causing material misstatement to the carrying amounts of assets and liabilities are addressed below.
Amortisation and impairment of goodwill intangible assets 
Included within these financial statements is Goodwill and other intangible assets arising on the acquisition of MindTheProduct. In accordance with FRS 102, the directors are required to make an assessment of the useful economic life of intangible assets, together with an annual review for imapairment. The directors have determined that there continues to be a value in use for the intangible assets which are generating economic benefits for the wider group, as such no impairment has been recorded in the current year.
The directors have deemed the useful life of goodwill and trade name to be 10 years. 

Page 17

 
PENDO.IO UK LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

3.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Memberships and training
93,254
782,829

Intercompany revenue
20,563,847
21,810,734

20,657,101
22,593,563


Memberships and training revenue arose within the United Kingdom. Intercompany revenue was generated from its parent company, which is located in the United States of America.


4.


Operating profit/(loss)

The operating profit/(loss) is stated after charging/(crediting):

2024
2023
£
£

Depreciation
354,910
286,067

Amortisation
574,573
725,976

Audit fees
11,650
10,950

Impairment of intangibles
-
1,553,987

Exchange differences
27,227
(16,579)

Other operating lease rentals
824,540
889,896

Share-based payments
184,722
331,104

Page 18

 
PENDO.IO UK LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

5.


Employees

Staff costs were as follows:


2024
2023
£
£

Wages and salaries
10,415,116
10,550,056

Social security costs
1,436,430
1,334,365

Cost of defined contribution scheme
364,033
392,572


12,215,579
12,276,993


Directors of the Company were paid in the year by other group entities. No recharge was made during the year on the basis that it is not material to these financial statements. 

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


        2024
        2023
            No.
            No.







Employees
107
121

Page 19

 
PENDO.IO UK LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

6.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
90,709
(552,434)

Adjustments in respect of previous periods
-
(57,273)


Total current tax
90,709
(609,707)

Deferred tax


Origination and reversal of timing differences
231,466
(156,136)

Adjustments in respect of prior periods
67,474
-

Total deferred tax
298,940
(156,136)


Tax on profit/loss
389,649
(765,843)

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 24.03% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Profit/(loss) on ordinary activities before tax
1,044,239
(444,415)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 24.03% (2023 - 19%)
250,931
(165,908)

Effects of:


Fixed asset differences arising
(7,837)
10,652

Adjustments to tax credit in respect of prior periods
67,733
(57,273)

Non-deductible expenses leading to an increase in taxation
54,001
85,283

Other permanent differences leading to an increase (decrease) in taxation
-
(22,011)

Remeasurement of deferred tax amounts
8,518
(37,473)

Other tax charge (relief) on exceptional items
-
(23,149)

Other differences leading to an increase (decrease) in the tax credit
16,303
(16,753)

Impairment of intangible fixed assets arising on business combinations
-
(539,211)

Total tax credit for the year
389,649
(765,843)

Page 20

 
PENDO.IO UK LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
 
6.Taxation (continued)


Factors that may affect future tax charges

On 21 May 2021, Finance Bill 2021 was substantively enacted. The result of this is that the main rate of corporation tax for the UK increased to 25% from 1 April 2023. Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements. 


7.


Intangible assets




Customer relationships
Trade name
Developed technology
Goodwill
Total

£
£
£
£
£



Cost


At 1 February 2023
1,414,844
602,856
139,143
5,144,672
7,301,515



At 31 January 2024

1,414,844
602,856
139,143
5,144,672
7,301,515



Amortisation and Impairment


At 1 February 2023
1,414,844
58,668
139,143
667,308
2,279,963


Charge for the year on owned assets
-
60,286
-
514,467
574,753



At 31 January 2024

1,414,844
118,954
139,143
1,181,775
2,854,716



Net book value



At 31 January 2024
-
483,902
-
3,962,897
4,446,799



At 31 January 2023
-
544,188
-
4,477,364
5,021,552

On 1 February 2022, the Company acquired the net assets of MindTheProduct Ltd ("MTP"). At the acquisition date, intangible assets including customer relationships, know-how/content and trade name were acquired as shown in the table above. The remaining net assets were valued at £93,101 and have been included in the balance sheet. The difference between the acquisition price of £7,060,587 and the net assets acquired has been recorded as goodwill of £5,144,672.



Page 21

 
PENDO.IO UK LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

8.


Tangible fixed assets





Fixtures and fittings
Office equipment
Computer equipment
Leasehold improvements
Total

£
£
£
£
£



Cost or valuation


At 1 February 2023
388,573
161,423
360,886
581,291
1,492,173


Additions
9,043
194,193
48,072
-
251,308



At 31 January 2024

397,616
355,616
408,958
581,291
1,743,481



Depreciation


At 1 February 2023
107,661
41,519
229,781
87,696
466,657


Charge for the year on owned assets
56,498
53,529
86,207
158,676
354,910



At 31 January 2024

164,159
95,048
315,988
246,372
821,567



Net book value



At 31 January 2024
233,457
260,568
92,970
334,919
921,914



At 31 January 2023
280,912
119,904
131,105
493,595
1,025,516

Page 22

 
PENDO.IO UK LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

9.


Debtors

2024
2023
£
£

Due after more than one year

Other debtors
315,000
315,000

315,000
315,000


Other debtors due after more than one year relates to long term rental security deposits. 

2024
2023
£
£

Due within one year

Trade debtors
18,496
62,116

Amounts owed by group undertakings
6,880,886
5,044,119

Other debtors
408,786
487,403

Prepayments and accrued income
196,493
139,728

Deferred taxation
568,481
855,779

8,073,142
6,589,145



10.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
154,581
636,360

Corporation tax
101,970
-

Other taxation and social security
454,923
393,272

Other creditors
457,051
331,379

Accruals and deferred income
1,259,318
1,171,791

2,427,843
2,532,802


Page 23

 
PENDO.IO UK LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

11.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Other creditors
278,906
713,816


Other creditors due after more than one year relate to accrued lease incentives being amortised over the remaining period of the Company's leases.


12.


Deferred taxation




2024


£






At beginning of year
855,779


Charged to profit or loss
(287,298)



At end of year
568,481

The deferred tax asset is made up as follows:

2024
2023
£
£


Fixed asset timing differences
616,657
473,709

Unutilised differences arising
19,298
19,298

Unutilised losses
(67,474)
362,772

568,481
855,779


13.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



100 (2023 - 100) Ordinary shares of £0.01 each
1
1


Page 24

 
PENDO.IO UK LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

14.


Share-based payments

The Company operates a share option plan, whereby certain employees of the Company, along with other group employees have been granted stock options or resticted stock units (RSU's) over the shares in Pendo.io, Inc., the Company's parent. Both plans are accounted for based on the fair value of the award as of the date of grant.
The Company option plan grants options to employees with a vesting period of 4 years, and a life of 10 years after which no exercise can be made. Employees are required to be an employee of the Pendo.io group at any time of an exercise request. Due to settlements and cancellations in the current year, an  expense of £184,722 has been recognised to reduce the closing reserve.
The Company RSU's plan was formed in 2022 with no vesting of options recognised in these financials due to being triggered by qualifying events, such the IPO of the parent company. 

Weighted average exercise price (pence)
2024
Number
2024
Weighted average exercise price
(pence)
2023
Number
2023

Outstanding at the beginning of the year

239

979,499

268
 
1,278,528
 
Granted during the year

-

-

-
 
-
 
Forfeited during the year

519

(75,088)

296
 
(240,106)
 
Exercised during the year

49

(82,397)

191
 
(25,149)
 
Expired/cancelled during the year

266

(169,041)

256
 
(33,774)
 
Outstanding at the end of the year
304

652,973

239
 
979,499
 






The parent company uses the Black-Scholes option pricing model for estimating the fair value of stock options. The use of the option valuation model requires the input of the parent company's stock value, as well as highly subjective assumptions, including the expected life of the option and expected stock price volatility, which is estimated based on the historical volatility of comparable public companies over the expected term of the parent company's stock. Additionally, the recognition of expense requires the estimation of the number of awards that will ultimately vest and the number of awards that will ultimately be forfeited. The fair value of the parent company's common stock, for purposes of determining the grant date fair value of option and RSU awards has been estimated by using the services of third-party valuation specialists. These methodology is subsequently employed by Pendo.io UK Limited in their accounting for share options in the financial statements. 

Page 25

 
PENDO.IO UK LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

15.


Capital contribution reserve

Certain employees were awarded consideration shares as a result of the acquisition of Receptive Software Limited. These shares were immediately settled although they were subject to a right of repurchase should the employee terminate their employment within 12 months of the date of grant.
Included within the capital contribution reserve is an amount of £129,510 which relates to the intercompany payable arising on the acquisition of the net assets of Receptive Software Limited, a former subsidiary which was dissolved in 2020. This amount became repayable to the parent company but was subsequently waived and included as a capital contribution. 
In the prior year, the parent company contributed an amount of £7,153,086 in relation to the acquisition of MindTheProduct ("MTP"). 


16.


Commitments under operating leases

At 31 January 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than one year
1,114,833
1,174,764

Later than one year and not later than five years
1,575,000
2,450,000

2,689,833
3,624,764


17.


Controlling party

Pendo.io, Inc. is the parent company of the smallest group for which consolidated financial statements are drawn up of which the Company is a member. The registered office of the parent company is: 301 Hillsborough St, Suite 1900, Raleigh, NC 27603.


18.


Post balance sheet events

There were no adjusting or non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.

 
Page 26