ACCOUNTS - Final Accounts

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

Registered number: 11626116 (England and Wales)

PENDO.IO UK LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025


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
The following pages do not form part of the statutory financial statements:
Detailed Profit and Loss Account and Summaries	28 - 30


PENDO.IO UK LTD

STRATEGIC REPORT

FOR THE YEAR ENDED 31 JANUARY 2025

Introduction

The directors present their Strategic Report for Pendo.io UK Ltd ("the Company") for the year ended 31 January 2025.
Pendo.io, Inc. ('Pendo'), the Company's parent company, is a Software-as-a-Service (SaaS) 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 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 and is remunerated via a transfer pricing agreement on a cost plus 5% basis.
The Company has two locations, an office in London and Sheffield. The Company is mainly engaged in performing sales and marketing activities that cover Europe, the Middle East and Africa (“EMEA”) region. Additionally, the Company 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 Group'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 2025

Financial key performance indicators

To assist in the monitoring of the Company’s performance, the following key performance indicators are used:
Turnover of £21,200,730 recognised in 2025 (2024 – £20,657,101) generating a 2.63% increase.
Gross profits of £19,476,216 recognised in 2025 (2024 – £19,228,116) generating a 1.29% increase.
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: 23 September 2025

Page 2


PENDO.IO UK LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 JANUARY 2025

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

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 £833,117 (2024 - £654,590).

An ordinary dividend amounting to £8,000,000 (2024: £NIL) was paid during the year, from Pendo.io UK Limited to Pendo.io, Inc.

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 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.

Page 3


PENDO.IO UK LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2025

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.

Post balance sheet events

There have been no significant events affecting the Company since the year end and the date these financial statements were approved.

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

J Kaelin

Director

Date: 23 September 2025

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 2025, 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 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 January 2025 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 Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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 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 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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

24 September 2025

Page 8


PENDO.IO UK LTD

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 JANUARY 2025

	2025	2024
Note	£	£


Turnover	3	21,200,730	20,657,101
Cost of sales		(1,724,514)	(1,428,985)
Gross profit		19,476,216	19,228,116
Administrative expenses		(19,285,876)	(18,182,858)
Other operating income	4	827,236	-
Operating profit	5	1,017,576	1,045,258
Interest receivable and similar income		632	85
Interest payable and similar expenses		-	(1,104)
Profit before tax		1,018,208	1,044,239
Tax on profit	7	(185,091)	(389,649)
Profit for the financial year		833,117	654,590

There was no other comprehensive income for 2025 (2024: £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 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	8		4,026,087		4,446,799
Tangible assets	9		684,311		921,914
			4,710,398		5,368,713
Current assets
Debtors: amounts falling due after more than one year	10	315,000		315,000
Debtors: amounts falling due within one year	10	1,688,781		8,073,142
Bank and cash balances		353,018		241,982
		2,356,799		8,630,124
Creditors: amounts falling due within one year	11	(2,801,029)		(2,427,843)
Net current (liabilities)/assets			(444,230)		6,202,281
Total assets less current liabilities			4,266,168		11,570,994
Creditors: amounts falling due after more than one year	12		-		(278,906)

Net assets			4,266,168		11,292,088

Capital and reserves
Called up share capital	14	1	1
Capital contribution reserve	16	1,081,049	8,233,282
Profit and loss account	16	3,185,118	3,058,805
		4,266,168	11,292,088

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

J Kaelin

Director

Date: 23 September 2025

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 2025

	Called up share capital	Capital contribution reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 February 2023	1	8,037,960	2,404,215	10,442,176

Profit for the year	-	-	654,590	654,590
Share based payments	-	184,722	-	184,722
Capital contribution from parent company	-	10,600	-	10,600

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

Profit for the year	-	-	833,117	833,117
Dividends paid	-	-	(8,000,000)	(8,000,000)
Transfer to profit and loss account	-	(7,293,196)	7,293,196	-
Share based payments	-	140,963	-	140,963
At 31 January 2025	1	1,081,049	3,185,118	4,266,168

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 2025

				2025	2024
			Note	£	£

Cash flows from operating activities
Profit for the financial year		833,117	654,590
Amortisation of intangible assets	8	420,711	574,753
Depreciation of tangible assets	9	341,333	354,910
Taxation charge	7	185,091	389,649
(Increase)/decrease in debtors	10	43,648	65,472
(Increase)/decrease in amounts owed by/to groups	10	7,799,402	(1,836,767)
Decrease in creditors	11	(722,266)	(642,220)
Corporation tax paid		(827,236)	-
Share based payment vesting expense	15	140,963	184,722
Net cash generated from operating activities		8,214,763	(254,891)

Cash flows from investing activities
Purchase of tangible fixed assets	9	(103,730)	(251,308)
Net cash from investing activities		(103,730)	(251,308)
Cash flows from financing activities
Dividends paid		(8,000,000)	-
Capital contribution from parent		-	10,600
Net cash used in financing activities		(8,000,000)	10,600
Net decrease in cash and cash equivalents		111,033	(495,599)
Cash and cash equivalents at beginning of year		241,982	737,581
Cash and cash equivalents at the end of year		353,015	241,982

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	353,015	241,982
	353,015	241,982

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 2025

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 2025. The majority 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.
The Company 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.

1.4

Other Operating Income

Other operating income represents research and development tax credits receivable under current government supported schemes. The credits are recorded as other income in the year in which the corresponding research and development expenses are incurred.

Page 13


PENDO.IO UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

1.Accounting policies (continued)

1.5

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.

1.6

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	-	10	years

1.7

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.

Page 14


PENDO.IO UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

1.Accounting policies (continued)

1.7

Tangible fixed assets (continued)

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
Office equipment	-	3 years
Computer equipment	-	5 years
Leasehold improvements	-	5 years

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.

1.8

Debtors

Short-term and long-term debtors are measured at transaction price. Long term debtors are subsequently measured at amortised cost using the effective interest rate method, unless the effects of discounting are deemed to be immaterial.
Amounts due from group undertakings are measured at cost. These loans are unsecured, interest free and repayable on demand.

1.9

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.

1.10

Creditors

Short-term creditors are measured at the transaction price. Amounts due to group undertakings are measured at cost. These loans are unsecured, interest free and repayable on demand.
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 2025

1.Accounting policies (continued)

1.11

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.

1.12

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.

1.13

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 2025

1.Accounting policies (continued)

1.14

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.

1.15

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

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 ("MTP"). 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 impairment. The directors have determined that the trade name continues to generate revenues in excess of its book value and as such there is no impairment recorded. In respect of goodwill, the directors assess goodwill based on the performance of the wider group, this is the result of the revenue streams for MTP being moved to the parent company and the associated benefits being shared amongst other group companies. As the Company is remunerated on a cost plus basis, they have determined that appropriate value is being generated by the Company on behalf of the wider group to support the goodwill. The growth of the global business continues to be steady which provides a strong basis for the lack of impairment of the asset.

Page 17


PENDO.IO UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

Memberships and training	-	93,254
Intercompany revenue	21,200,730	20,563,847
	21,200,730	20,657,101

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.	Other operating income
		2025	2024
		£	£

Research and development tax credit	827,236	-
	827,236	-

Depreciation	341,333	354,910
Amortisation	420,711	574,573
Auditor's remuneration	12,250	11,650
Exchange differences	28,834	27,227
Operating lease rentals	864,269	824,540
Share-based payments	140,963	184,722

Page 18


PENDO.IO UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

Wages and salaries	12,515,548	10,415,116
Social security costs	1,473,296	1,436,430
Cost of defined contribution scheme	393,829	364,033
	14,382,673	12,215,579

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:

	2025	2024
	No.	No.

Employees	116	107

Corporation tax
Current tax on profits for the year	361,642	90,709
Total current tax	361,642	90,709

Deferred tax
Deferred tax	(176,551)	298,940
Total deferred tax	(176,551)	298,940

Page 19


PENDO.IO UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

7.Taxation (continued)

Profit on ordinary activities before tax

1,018,208

1,044,239

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 24.03%)	254,552	250,931
Effects of:
Fixed asset differences arising	30,954	(7,837)
Adjustments to tax charge in respect of prior periods	(9,480)	67,733
Non-deductible expenses leading to an increase in taxation	34,730	54,001
Remeasurement of deferred tax amounts	-	8,518
Other differences leading to an increase in the tax credit	10,250	16,303
Other permanent differences	(6,606)	-
Non-taxable income	(129,309)	-
Total tax charge for the year	185,091	389,649

Page 20


PENDO.IO UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

8.	Intangible assets

	Customer relationships	Trade name	Developed technology	Goodwill	Total
	£	£	£	£	£
Cost
At 1 February 2024	1,414,844	602,856	139,143	5,144,672	7,301,515
At 31 January 2025	1,414,844	602,856	139,143	5,144,672	7,301,515
Amortisation and Impairment
At 1 February 2024	1,414,844	118,954	139,143	1,181,775	2,854,716
Charge for the year on owned assets	-	59,063	-	361,648	420,711
At 31 January 2025	1,414,844	178,017	139,143	1,543,423	3,275,427
Net book value
At 31 January 2025	-	424,839	-	3,601,249	4,026,088
At 31 January 2024	-	483,902	-	3,962,897	4,446,799

’Goodwill arose on the acquisition the net assets of MindTheProduct Ltd (‘’MTP’’) in 2022.

Page 21


PENDO.IO UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

9.	Tangible fixed assets

	Fixtures & fittings	Office equipment	Computer equipment	Leasehold improvements	Total
	£	£	£	£	£
Cost or valuation
At 1 February 2024	397,616	355,616	408,958	581,291	1,743,481
Additions	18,542	-	83,258	1,930	103,730
Disposals	-	-	(65,042)	-	(65,042)
At 31 January 2025	416,158	355,616	427,174	583,221	1,782,169
Depreciation
At 1 February 2024	164,159	95,048	315,988	246,372	821,567
Charge for the year on owned assets	57,605	71,123	64,936	147,669	341,333
Disposals	-	-	(65,042)	-	(65,042)
At 31 January 2025	221,764	166,171	315,882	394,041	1,097,858
Net book value
At 31 January 2025	194,394	189,445	111,292	189,180	684,311
At 31 January 2024	233,457	260,568	92,970	334,919	921,914

Page 22


PENDO.IO UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

10.	Debtors
		2025	2024
		£	£

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, this is expected to be recovered in July 2026. The directors have considered the need to discount the amount due after more than one year, but concluded that this would have an immaterial effect to the balance.

					2025	2024
					£	£

Due within one year
Trade debtors	-	18,496
Amounts owed by group undertakings	-	6,880,886
Other debtors	96,749	408,786
Prepayments and accrued income	483,376	196,493
Tax recoverable	363,624	-
Deferred taxation	745,032	568,481
	1,688,781	8,073,142

11.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Trade creditors	150,492	154,581
Amounts owed to group undertakings	918,516	-
Corporation tax	-	101,970
Other taxation and social security	504,329	454,923
Other creditors	498,088	457,051
Accruals and deferred income	729,604	1,259,318
	2,801,029	2,427,843

Page 23


PENDO.IO UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

12.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

	Other creditors	-	278,906

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

13.	Deferred taxation

		2025
		£

	At beginning of year	568,481
	Charged to profit or loss	176,551
	At end of year	745,032

The deferred tax asset is made up as follows:
	2025	2024
	£	£

Fixed asset timing differences	737,654	616,657
Short-term timing differences	7,378	19,298
Unutilised losses	-	(67,474)
	745,032	568,481

14.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

100 (2024 - 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 2025

15.	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 (RSUs) 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 £140,963 has been recognised to increase the closing reserve. The Company RSUs 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 (cents) 2025	Number 2025	Weighted average exercise price (cents) 2024	Number 2024

Outstanding at the beginning of the year	304	652,973	239	979,499
Granted during the year	-	-	-	-
Forfeited during the year	562	(9,450)	519	(75,088)
Exercised during the year	200	(11,918)	49	(82,397)
Expired/cancelled during the year	574	(27,077)	266	(169,041)
Outstanding at the end of the year	290	604,528	304	652,973

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 2025

16.	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.
During the year ended 31 January 2023, the parent company contributed an amount of £7,153,086 in relation to the acquisition of MindTheProduct ("MTP").
During the current year, the directors signed a written resolution proposing an £8 million dividend to be paid to the parent company. To facilitate this, £7,293,196 was transferred from the capital contribution reserve to retained earnings. The remaining balance in the capital contribution reserve relates solely to share-based payment reserve.

Not later than one year	1,125,452	1,114,833
Later than one year and not later than five years	489,783	1,575,000
	1,615,235	2,689,833

18.	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.

19.	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

Registered number: 11626116

PENDO.IO UK LTD

DETAILED ACCOUNTS

FOR THE YEAR ENDED 31 JANUARY 2025


PENDO.IO UK LTD

DETAILED PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 JANUARY 2025

			2025	2024
			£	£

Sales	21,200,730	20,657,101
Cost of sales	(1,724,514)	(1,428,985)
Gross profit	19,476,216	19,228,116

Other operating income

827,236

Administration expenses	(19,285,875)	(18,182,858)
Operating profit	1,017,577	1,045,258
Interest receivable	631	85
Interest payable	-	(1,104)
Tax on profit on ordinary activities	(185,091)	(389,649)
Profit for the year	833,117	654,590

Page 28


PENDO.IO UK LTD

SCHEDULE TO THE DETAILED ACCOUNTS

FOR THE YEAR ENDED 31 JANUARY 2025

				2025	2024
				£	£

Turnover
Memberships and training	-	93,254
Intercompany revenue	21,200,730	20,563,847
	21,200,730	20,657,101

				2025	2024
				£	£

Cost of sales
Subscription costs	6,518	949,693
Service costs	979,054	245,696
Sundry costs	-	10,600
Consumables	17,855	-
MindTheProduct	-	222,996
Rent - operating leases	82,218	-
Share based payment expense	4,999	-
Administration fees	633,869	-
	1,724,513	1,428,985

				2025	2024
				£	£

Other operating income
R&D credit	827,236	-
	827,236	-

Page 29


PENDO.IO UK LTD

SCHEDULE TO THE DETAILED ACCOUNTS

FOR THE YEAR ENDED 31 JANUARY 2025

				2025	2024
				£	£

Administration expenses
Staff salaries	11,536,494	10,169,420
Staff national insurance	1,473,296	1,425,830
Staff pension costs - defined contribution schemes	393,829	364,033
Staff training	162,299	306
Staff welfare	-	229,202
Entertainment	862,150	738,023
Hotels, travel and subsistence	-	401,154
Postage	5,455	2,727
Computer costs	-	65,218
General office expenses	275,738	402,907
Advertising and promotion	1,681,128	1,338,999
Trade subscriptions	33,486	1,184
Legal and professional	547,666	576,207
Bank charges	-	6,847
Difference on foreign exchange	28,834	27,227
Rent - operating leases	782,051	824,540
Rates	109,355	111,385
Insurances	19,229	21,510
Depreciation - office equipment	71,123	53,529
Depreciation - computer equipment	64,936	86,207
Depreciation - leasehold improvements	147,669	158,676
Depreciation - fixtures and fittings	57,605	56,498
Amortisation of goodwill and trade name	573,530	574,753
Share based payment expense	133,918	184,722
Relocation	-	500
Property tax	326,084	307,492
Recruitment	-	53,762
	19,285,875	18,182,858

Page 30