Company registration number 11719338 (England and Wales)
COPADO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 JANUARY 2024
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 - 10
COPADO LIMITED
COMPANY INFORMATION
- 1 -
Directors
Mr. E. Elliott
Mr. W. W. Mitchell Jr
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 2024
31 January 2024
- 2 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
5
4,756
1,711
Current assets
Debtors falling due after more than one year
6
1,061,308
901,569
Debtors falling due within one year
6
19,459,035
9,803,819
Cash at bank and in hand
1,248,268
6,292,077
21,768,611
16,997,465
Creditors: amounts falling due within one year
7
(31,278,290)
(23,433,185)
Net current liabilities
(9,509,679)
(6,435,720)
Net liabilities
(9,504,923)
(6,434,009)
Capital and reserves
Called up share capital
9
100
100
Profit and loss reserves
(9,505,023)
(6,434,109)
Total equity
(9,504,923)
(6,434,009)

The directors of the company have 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 by the board of directors and authorised for issue on 20 December 2024 and are signed on its behalf by:
Mr. W. W. Mitchell Jr
Director
Company Registration No. 11719338
The notes on pages 4 to 10 form part of these financial statements
COPADO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024
- 3 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 February 2022
100
(2,507,764)
(2,507,664)
Year ended 31 January 2023:
Loss and total comprehensive income
-
(3,926,345)
(3,926,345)
Balance at 31 January 2023
100
(6,434,109)
(6,434,009)
Year ended 31 January 2024:
Loss and total comprehensive income
-
(3,070,914)
(3,070,914)
Balance at 31 January 2024
100
(9,505,023)
(9,504,923)
COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
- 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 directortrues are required to prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

 

In satisfaction of this responsibility the directors have considered their expectations for the company over the next 12 months and the company's ability to meet its liabilities as they fall due, based upon the information available to the directors 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 directors have 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 directors have 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 £19,409,895 at 31 January 2024, will not be repayable on demand for the foreseeable future. Thus the directors continue 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 2024
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 2024
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 2024
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
2024
2023
£
£
Turnover analysed by class of business
Consultancy
6,802,694
4,051,460
Group recharges
10,060,599
5,933,794
16,863,293
9,985,254
3
Employees

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

2024
2023
Number
Number
Total
25
28
4
Taxation

At 31 January 2024 the company had tax losses amounting to £9,064,719 (2023 - £6,118,202), which are available to be carried forward and offset against future trading profits.

 

No deferred tax asset has been recognised (2023: nil) as the Directors do not consider there to be sufficient certainty over future profits to recognise the asset.

 

COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 8 -
5
Tangible fixed assets
Computers
£
Cost
At 1 February 2023
87,429
Additions
5,046
At 31 January 2024
92,475
Depreciation and impairment
At 1 February 2023
85,718
Depreciation charged in the year
2,001
At 31 January 2024
87,719
Carrying amount
At 31 January 2024
4,756
At 31 January 2023
1,711
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
911,133
707,598
Amounts owed by group undertakings
16,966,843
7,671,060
Other debtors
1,083,270
1,425,161
Prepayments and accrued income
497,789
-
0
19,459,035
9,803,819
2024
2023
Amounts falling due after more than one year:
£
£
Prepayments and accrued income
1,061,308
901,569
Total debtors
20,520,343
10,705,388

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 2024
- 9 -
7
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
7,037,052
4,281,903
Amounts owed to group undertakings
19,409,895
16,631,425
Taxation and social security
2,297
-
0
Other creditors
6,779
821
Accruals and deferred income
4,822,267
2,519,036
31,278,290
23,433,185
8
Share-based payment transactions

During the year ending 31 January 2024, Copado Limited issued 104,000 share options with an average fair value of $0.56 per option to its employees. In total 1,143,700 share options with an average fair value of $0.55 per option were in issue at 31 January 2024. During the year 3,166 shares options were exercised. In total 1,143,700 share options had been issued to 31 January 2024 and 361,129 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
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100

The company has one class of ordinary shares. Each share is entitled to one vote in any circumstances, is entitled to dividend payments or any other distribution, and is entitled to participate in a distribution arising from a winding-up of the company.

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.

COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
10
Audit report information
(Continued)
- 10 -
Senior Statutory Auditor:
Michelle Hewitt-Dutton FCCA
Statutory Auditor:
Verallo
Date of audit report:
20 December 2024
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:

2024
2023
£
£
25,016
12,168
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
Parent company

The group considers there to be no ultimate controlling party in Copado Holdings, Inc.

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