REGISTERED NUMBER: 07217991 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

VERACODE LTD

Page

Company information

1

Strategic report

2

Report of the directors

3

Report of the independent auditors

5

Income statement

8

Other comprehensive income

9

Balance sheet

10

Statement of changes in equity

11

Cash flow statement

12

Notes to the cash flow statement

13

Notes to the financial statements

14

Directors:

B J Roche

S Adell

Registered office:

Suite 2 First Floor

10 Temple Back

Bristol

United Kingdom

BS1 6FL

Registered number:

07217991 (England and Wales)

Auditors:

Zome Audit Limited (Statutory Auditor)

5th Floor

111 Charterhouse Street

London

EC1M 6AW

The directors present their strategic report for the year ended 31 December 2024.

Fair review of business

The company operates as a cost-plus entity, with its level of activity closely aligned to the performance and service requirements of its parent company. During the year, the company continued to provide support services in line with group expectations.

The balance sheet reflects a strong financial position, notably with a healthy cash at bank balance as at 31 December 2024. This indicates sound liquidity and operational stability.

Key performance indicators

The key financial and other performance indicators during the period, for the company, were as follows:

2024

2023

Change

£'000

£'000

%

Turnover

10,941

12,393

(12)

Operating profit

331

341

(3)

Net profit after tax

133

217

(39)

Profit and loss reserves

3,492

3,359

4

Current assets as % of current liabilities

642.51%

510.24%

26

Average number of employees

63

75

(16)

Turnover and average employees are used to track the growth of the business. This is a key area of strategic focus for the Board.

Operating profit and profit after tax are used to track the underlying performance of the business.

The Company's turnover is derived from the provision of services to Veracode Inc.

Turnover for the financial year amounted to £10,941,379 (2023: £12,392,704). The 12% decrease is driven by a decreased in sales and marketing activities. The average headcount decreased by 12 during the year (2023: 2 increased) to support the sales and marketing activities in the Europe region.

The Company earned a profit after taxation totalling £133,016 (2023: £216,687).

The net current asset position of the Company for the financial year amounted to £3,354,504 (2023: net current asset £3,114,170).

The net asset position of the Company for the financial year amounted to £3,492,491 (2023: net asset £3,359,475).

Principal risks and uncertainties

Foreign exchange risk

The Company is exposed to foreign exchange risks in the normal course of business, principally on purchase of product for resale denominated in US Dollars and Euros. In order to limit the Company's risk from currency exposure, the Company's anticipated purchase obligations are hedged in advance.

Future development

There have been no changes to the business activities or risk profile of the Company subsequent to the end of the reporting period.

On behalf of the board:

S Adell - Director

9 September 2025

The directors present their report with the financial statements of the Company for the year ended 31 December 2024.

Principal activity

The principal activity of the Company in the year under review was that of sales and marketing activities for its parent company Veracode Inc.

The principal activity of the parent company during the year under review was the provision of application security solutions.

Dividends

No dividends will be distributed for the year ended 31 December 2024 (2023: NIL).

Financial risk management

The Company has adopted risk management policies that seek to mitigate the financial risks as follows:

Financial assets and liabilities that expose the Company to financial risk consist principally of cash, amounts owed by group undertakings and trade creditors. The credit risk associated with the amounts due by group undertakings is considered minimal and the parent company has confirmed its ongoing support of Veracode Ltd. The financial instruments associated with cash and trade creditors are considered minimal.

The carrying amounts of bank balances and trade creditors approximate their respective fair value due to the relatively short term maturing of these financial instruments.

The Directors are of the view that the Company is not exposed to any significant interest rate or inflation rate risks.

The Company does not hold any interest rate derivatives.

Events since the end of the year

There have been no material events occurring after the reporting period that require disclosure in the financial statements.

Directors

The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

S Yadav King - resigned 12 April 2024

D A Forlizzi - resigned 15 November 2024

B J Roche - appointed 12 April 2024

S Adell was appointed as a director after 31 December 2024 but prior to the date of this report.

D M Rogers ceased to be a director after 31 December 2024 but prior to the date of this report.

Statement of directors' responsibilities

The directors are responsible for preparing the Strategic report, the Report of the directors 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), 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 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 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 as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditors, Zome Audit Limited (Statutory Auditor), is deemed to be reappointed under section 487(2) of the Companies Act 2006.

On behalf of the board:

S Adell - Director

9 September 2025

Opinion

We have audited the financial statements of Veracode Ltd (the 'Company') for the year ended 31 December 2024 which comprise the Income statement, Other comprehensive income, Balance sheet, Statement of changes in equity, Cash flow statement and Notes to the cash flow statement, Notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the Company's affairs as at 31 December 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 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 directors are responsible for the other information. The other information comprises the information in the Strategic report and the Report of the directors, but does not include the financial statements and our Report of the auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Strategic report and the Report of the directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic report and the Report of the directors 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 Report of the directors.

We have nothing to report in respect of the following matters where 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 Statement of directors' responsibilities set out on page three, 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 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.

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 a Report of the auditors 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.

Extent to which our procedures are capable of detecting irregularities, including fraud:

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. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud was as follows:

- The engagement partner 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 of the sector in which the company operates;

- We focused on specific laws and regulations which we considered may have a direct impact material effect on the financial statements, or the operations of the company which included the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety 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 and the team remained alert to instances of non-compliance throughout the audit.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to involve the completeness and timing of income recognition and the override of controls by management.

To address the risk of fraud in relation to revenue recognition, we:

- Performed detailed substantive testing to address completeness and accuracy of sales;

- Assessed the appropriateness and application of the accounting policy concerning income recognition; and

- Performed detailed cut-off testing either side of the balance sheet date.

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;

- Investigated the rationale behind significant or unusual transactions

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.

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 Report of the auditors.

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 a Report of the auditors 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.

Roy Davis (Senior Statutory Auditor)

for and on behalf of Zome Audit Limited (Statutory Auditor)

5th Floor

111 Charterhouse Street

London

EC1M 6AW

10 September 2025

TURNOVER

4

10,941,379

12,392,704

Administrative expenses

(10,610,104

)

(12,051,228

)

OPERATING PROFIT

6

331,275

341,476

Interest receivable and similar income

57

2,408

331,332

343,884

Interest payable and similar expenses

7

(3,553

)

(1,468

)

PROFIT BEFORE TAXATION

327,779

342,416

Tax on profit

8

(194,763

)

(125,729

)

PROFIT FOR THE FINANCIAL YEAR

133,016

216,687

PROFIT FOR THE YEAR

133,016

216,687

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

133,016

216,687

FIXED ASSETS

Tangible assets

9

189,741

318,168

CURRENT ASSETS

Debtors

10

3,216,660

3,576,285

Cash at bank

906,437

297,002

4,123,097

3,873,287

CREDITORS

Amounts falling due within one year

11

(768,593

)

(759,117

)

NET CURRENT ASSETS

3,354,504

3,114,170

TOTAL ASSETS LESS CURRENT LIABILITIES

3,544,245

3,432,338

PROVISIONS FOR LIABILITIES

13

(51,754

)

(72,863

)

NET ASSETS

3,492,491

3,359,475

CAPITAL AND RESERVES

Called up share capital

14

100

100

Retained earnings

15

3,492,391

3,359,375

SHAREHOLDERS' FUNDS

3,492,491

3,359,475

The financial statements were approved by the Board of Directors and authorised for issue on 9 September 2025 and were signed on its behalf by:

S Adell - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100

3,142,688

3,142,788

Changes in equity

Total comprehensive income

-

216,687

216,687

Balance at 31 December 2023

100

3,359,375

3,359,475

Changes in equity

Total comprehensive income

-

133,016

133,016

Balance at 31 December 2024

100

3,492,391

3,492,491

Cash flows from operating activities

Cash generated from operations

1

888,557

(56,798

)

Interest paid

(3,553

)

(1,468

)

Tax paid

(170,797

)

(34,219

)

Net cash from operating activities

714,207

(92,485

)

Cash flows from investing activities

Purchase of tangible fixed assets

(104,829

)

(52,715

)

Interest received

57

2,408

Net cash from investing activities

(104,772

)

(50,307

)

Increase/(decrease) in cash and cash equivalents

609,435

(142,792

)

Cash and cash equivalents at beginning of year

2

297,002

439,794

Cash and cash equivalents at end of year

2

906,437

297,002

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit before taxation

327,779

342,416

Depreciation charges

188,011

195,557

Sale of tangible fixed assets

45,245

-

Finance costs

3,553

1,468

Finance income

(57

)

(2,408

)

564,531

537,033

Decrease/(increase) in trade and other debtors

359,625

(568,567

)

Decrease in trade and other creditors

(35,599

)

(25,264

)

Cash generated from operations

888,557

(56,798

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash flow statement in respect of cash and cash equivalents are in respect of these Balance sheet amounts:

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

906,437

297,002

Year ended 31 December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

297,002

439,794

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank

297,002

609,435

906,437

297,002

609,435

906,437

Total

297,002

609,435

906,437

1.	STATUTORY INFORMATION

Veracode Ltd is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The Company’s functional and presentational currency is pounds sterling (GBP) and the financial statements have been rounded to the nearest pound (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

These policies have been consistently applied to all the years presented, unless otherwise stated. The company has adopted FRS 102 in these financial statements.

The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The directors have not identified any areas which involve a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements.

Turnover

Turnover represents amounts charged to the Company's parent under a sales and marketing, and research and development support services agreement, excluding value added tax. Turnover is recognised when chargeable costs are incurred and recognised on an accruals basis.

Tangible fixed assets

Tangible fixed assets held for the company's own use are stated at cost less accumulated depreciation and accumulated impairment losses.

Depreciation is provided at the following annual rates on a straight-line basis in order to write off each asset over its estimated useful life.

Fixtures and fittings - 20% - 50% on cost

Computer equipment - 20% - 33% on cost

Leasehold improvement - Over the remaining duration of the lease

Financial instruments

The Company only enters into basic financial instruments that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Financial assets and liabilities are offset and the net amount reported in the balance Sheet when there is an 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the rates of exchange prevailing at that date.

Leasing commitments

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

Pension costs and other post-retirement benefits

The Company operates a defined contribution pension scheme. Contributions payable to the Company's pension scheme are charged to profit or loss in the period to which they relate.

Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short-term deposits.

Short-term debtors and creditors

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment of debtors are recognised in the Statement of profit and loss in administrative expenses.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company's accounting policies, which are described above, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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.

4.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the Company.

An analysis of turnover by class of business is given below:

2024

2023

£

£

Sales and marketing services

10,941,379

12,392,704

10,941,379

12,392,704

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United States of America

10,941,379

12,392,704

10,941,379

12,392,704

5.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

6,614,477

7,628,729

Social security costs

785,234

884,129

Other pension costs

309,279

335,733

7,708,990

8,848,591

Directors are remunerated through the parent company, and therefore no remuneration is reported.

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

2024

2023

UK employees

63

75

63

75

2024

2023

£

£

Directors' remuneration

-

-

6.	OPERATING PROFIT

The operating profit is stated after charging:

2024

2023

£

£

Other operating leases

389,849

389,849

Depreciation - owned assets

188,011

195,557

Auditors' remuneration

14,500

13,750

Foreign exchange differences

53,507

143,799

Pension costs

309,279

335,733

Loss on fixed asset disposal

45,245

-

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Interest payable

3,553

1,468

8.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

179,996

131,282

Prior year tax

35,876

-

Total current tax

215,872

131,282

Deferred tax

(21,109

)

(5,553

)

Tax on profit

194,763

125,729

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Profit before tax

327,779

342,416

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 25%)

81,945

85,604

Effects of:

Expenses not deductible for tax purposes

33,823

-

Adjustments to tax charge in respect of previous periods

35,869

-

Fixed asset differences

12,453

(5,497

)

Adjustments to brought forward values

30,667

29,117

Tax credits

-

(8,258

)

Remeasurement of deferred tax for changes in tax rates

-

24,763

Reversal of previous year permant overpayment

6

-

Total tax charge

194,763

125,729

9.	TANGIBLE FIXED ASSETS

Fixtures

Long

and

Computer

leasehold

fittings

equipment

Totals

£

£

£

£

Cost

At 1 January 2024

277,343

99,183

450,212

826,738

Additions

5,822

-

99,007

104,829

Disposals

-

(4,366

)

(111,940

)

(116,306

)

At 31 December 2024

283,165

94,817

437,279

815,261

Depreciation

At 1 January 2024

219,400

65,184

223,986

508,570

Charge for year

49,812

13,545

124,654

188,011

Eliminated on disposal

-

(4,366

)

(66,695

)

(71,061

)

At 31 December 2024

269,212

74,363

281,945

625,520

Net book value

At 31 December 2024

13,953

20,454

155,334

189,741

At 31 December 2023

57,943

33,999

226,226

318,168

10.

DEBTORS

2024

2023

£

£

Amounts falling due within one year:

Amounts owed by group undertakings

2,572,241

2,879,501

Other debtors

60

1,939

VAT

78,155

98,600

Prepayments

252,423

282,464

2,902,879

3,262,504