Company registration number 11719338 (England and Wales)
COPADO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 JANUARY 2025
Century House
Wargrave Road
Henley-on-Thames
Oxfordshire
United Kingdom
RG9 2LT
COPADO LIMITED
CONTENTS
Page
Company information
1
Strategic report
2 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Statement of cash flows
14
Notes to the financial statements
15 - 29
COPADO LIMITED
COMPANY INFORMATION
- 1 -
Directors
Mr. E. Elliott
Mr. W. W. Mitchell Jr
Mr. M. Hill
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
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2025
- 2 -

Introduction

This Strategic Report has been prepared by the directors of Copado Limited for the financial year ended 31 January 2025 in accordance with the requirements of the Companies Act 2006. The report provides our shareholders with a comprehensive overview of our business, strategy, performance, and the principal risks we face.

This report should be read in conjunction with the Directors' Report and the Financial Statements, which together provide a complete picture of Copado Limited's activities and financial position for the year.

Business Overview

Copado is the leader in AI-powered DevOps for Salesforce and business applications, delivering Org Intelligence™ to simplify complexity and bring clarity to enterprise delivery through built-in trust, automation, and governance. Backed by Insight Partners, SoftBank, IBM, Capgemini, and Salesforce Ventures, Copado unifies planning, building, testing, and releasing on Salesforce to help organizations accelerate digital transformation. More than 1,750 global brands - including Coca-Cola, Medtronic, T-Mobile, and Volkswagen - use Copado to achieve 20x more frequent releases, 95% less downtime, 10x faster testing, and 20% greater productivity. Copado Limited is a wholly owned subsidiary of Copado Holdings Inc., and together with its subsidiaries, the C ompany empowers enterprises to streamline and automate the software development and deployment lifecycle across the Salesforce ecosystem.

Our AI-augmented solutions enable agile management of the software development lifecycle, with intelligent automation powering continuous integration/continuous delivery (CI/CD) and AI-assisted robotic testing - both essential to elevating speed, quality, and confidence in DevOps delivery. For enterprises pursuing faster Salesforce deployments, Copado's embedded AI accelerates release cycles, reduces downtime through intelligent error detection and self-healing capabilities, and enhances developer productivity with context-aware assistance - maximizing return on investment through human-AI collaboration. Copado's AI Platform and Copado Robotic Testing (CRT) are uniquely positioned to democratize enterprise-grade DevOps and test automation for mid-market customers, enabling them to achieve enterprise-level outcomes with leaner teams and tighter budgets.

Key financial highlights

The Group has achieved a marked turnaround, narrowing its operating loss to £0.5m - a substantial improvement from the prior year's £2 2 m deficit. Complementing this operational progress, the cash position has strengthened by 16% year-on-year. Overall, the G roup generates positive free cash flows, demonstrating operational efficiency and disciplined capital management. This financial strength positions Copado to continue investing in product innovation, expanding our market presence, and delivering long-term value to customers, employees, and stakeholders.

COPADO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 3 -
Risk and uncertainties

Our business involves risks and uncertainties that are not uncommon for companies of our size and industry and may affect our operating results. These include, but are not limited to:

Currency risk

Although the majority of Copado Limited’s expenses are in GBP, the Company is exposed to foreign exchange risk associated with costs invoiced by Salesforce in EUR, but this is not material in the context of the Group.

Credit risk

Since the financial assets are composed of cash and debtors, Copado Limited’s credit risk is primarily attributable to its trade receivable balances.

Liquidity risk

The Group consistently generates sufficient cash inflows to meet its operating and financing obligations and Copado Limited’s funding requirements are timely met to ensure there is sufficient cash. The Company, nor the Group, holds no debt.

Technological risk

In the software industry there is a constant risk that existing technologies could become obsolete due to new technologies. The Group attempts to mitigate this risk by continuously developing new functionalities on the existing products and focusing on AI-powered tools.

Key performance indicators

| 2025 £ | 2024 £ | In crease / (De crease) %
Turnover | 7,984,306 | 6,802,694 | 1 7.4%
Administrative expenses | (2,836,278) | (3,070,743) | (7.4)%
Operating loss | (2,429,792) | (2,846,724) | (14.4)%
Total assets | 22,679,45 8 | 21,858,324 | 3.8%

COPADO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 4 -
Future prospects

Copado is positioning itself at the forefront of intelligent DevOps with its Copado AI Platform, a comprehensive suite designed to multiply human potential and accelerate software delivery.

The C ompany's strategic focus centers on three key growth drivers: AI Platform expansion, product innovation, and market penetration. The recently launched Copado AI Platform, featuring specialized DevOps AI Agents and Org Intelligence capabilities, positions Copado at the forefront of the AI transformation in software development. This platform addresses the growing demand for intelligent automation across the entire DevOps lifecycle, from planning through deployment and monitoring.

Market expansion opportunities remain substantial. The mid-market segment represents significant untapped potential, addressable through Copado Essentials and Express offerings. Industry-specific solutions for financial services, healthcare, and manufacturing provide vertical expansion pathways. Geographic growth, particularly in EMEA and Asia-Pacific regions, offers additional revenue streams.

The directors are confident that Copado's differentiated platform, deep Salesforce specialization, strong customer success focus, and leadership in AI-powered DevOps position the C ompany for sustained growth and continued market leadership. As Copado celebrates over a decade of DevOps evolution, its AI future prospects point toward a world where teams achieve faster releases, zero-risk deployments, and more time for meaningful innovation - all while enjoying their work.

On behalf of the board

Mr. W. W. Mitchell Jr
Director
23 December 2025
COPADO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2025
- 5 -

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

Principal activities

The principal activity of the company was that of consultancy.

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr. E. Elliott
Mr. W. W. Mitchell Jr
(Appointed 13 May 2024)
Mr. M. Hill
(Appointed 14 January 2025)
Qualifying third party indemnity provisions

The parent company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Financial instruments
Risk management objectives and policies

The financial risk management objectives and policies of the company are set out below.

The company has exposures to two main areas of risk - liquidity risk and customer credit exposure.

Liquidity risk

The objective of the company in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The company expects to meet its financial obligations through support from its parent company.

Customer credit exposure

The company may offer credit terms to its customers which allow payment of the debt after delivery of the services. The company is at risk to the extent that a customer may be unable to pay the debt on the specified due date. This risk is mitigated by the strong on-going customer relationships.

Auditor

In accordance with the company's articles, a resolution proposing that Verallo be reappointed as auditor of the company will be put at a General Meeting.

COPADO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 6 -
Statement of directors' responsibilities

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors have taken all the necessary steps that they ought to have taken as director in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Going Concern

The director s continue to review the financial position of the wider group and company and have a reasonable expectation that the company has adequate resources to continue to adopt the going concern basis of accounting in preparing the financial statements.

On behalf of the board
Mr. W. W. Mitchell Jr
Director
23 December 2025
COPADO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF COPADO LIMITED
- 7 -
Opinion

We have audited the financial statements of Copado Limited (the 'company') for the year ended 31 January 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 loss 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 Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

COPADO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF COPADO LIMITED
- 8 -

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport 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 identifie d material misstatements in the strategic report or the directors' r eport. 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' r esponsibilities s tatement, 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.

Auditor's 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 auditor's 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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

COPADO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF COPADO LIMITED
- 9 -

Our approach was as follows:

- We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), the policies and procedures regarding compliance with laws and regulations;

- We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

- We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;

- We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

- We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor%E2%80%99s-responsibilities-for. This description forms part of our auditor’s report.

COPADO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF COPADO LIMITED
- 10 -
Use of report

This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's 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 member, for our audit work, for this report, or for the opinions we have formed.

Michelle Hewitt-Dutton FCCA (Senior Statutory Auditor)
For and on behalf of Verallo
Statutory Auditor
Office: Henley-on-Thames
23 December 2025
COPADO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2025
- 11 -
2025
2024
Notes
£
£
Turnover
4
7,984,306
6,802,694
Group management charges and group recharges
4
6,820,760
10,060,599
14,805,066
16,863,293
Cost of sales
(14,398,580)
(16,639,274)
Gross profit
406,486
224,019
Administrative expenses
(2,836,278)
(3,070,743)
Operating loss
3
(2,429,792)
(2,846,724)
Interest receivable and similar income
6
1,847
918
Interest payable and similar expenses
7
(205,237)
(225,108)
Loss before taxation
(2,633,182)
(3,070,914)
Tax on loss
8
-
0
-
0
Loss for the financial year
(2,633,182)
(3,070,914)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

The notes on pages 15 to 29 form part of these financial statements
COPADO LIMITED
BALANCE SHEET
AS AT
31 JANUARY 2025
31 January 2025
- 12 -
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
9
5,089
4,756
Current assets
Debtors falling due after more than one year
10
1,130,931
1,061,308
Debtors falling due within one year
10
20,639,058
19,543,992
Cash at bank and in hand
904,380
1,248,268
22,674,369
21,853,568
Creditors: amounts falling due within one year
11
(34,414,385)
(31,055,061)
Net current liabilities
(11,740,016)
(9,201,493)
Net liabilities
(11,734,927)
(9,196,737)
Capital and reserves
Called up share capital
15
100
100
Capital contribution reserve
403,178
308,186
Profit and loss reserves
16
(12,138,205)
(9,505,023)
Total equity
(11,734,927)
(9,196,737)
The financial statements were approved by the board of directors and authorised for issue on 23 December 2025 and are signed on its behalf by:
Mr. W. W. Mitchell Jr
Director
Company Registration No. 11719338
The notes on pages 15 to 29 form part of these financial statements
COPADO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2025
- 13 -
Share capital
Capital contribution reserve
Profit and loss reserves
Total
£
£
£
£
As restated for the period ended 31 January 2024:
Balance at 1 February 2023
100
-
(6,434,109)
(6,434,009)
Prior year adjustment
-
223,229
-
0
223,229
As restated
100
223,229
(6,434,109)
(6,210,780)
Year ended 31 January 2024:
Loss and total comprehensive income for the year
-
-
(3,070,914)
(3,070,914)
Credit to equity for equity settled share-based payments
-
84,957
-
0
84,957
Balance at 31 January 2024
100
308,186
(9,505,023)
(9,196,737)
Year ended 31 January 2025:
Loss and total comprehensive income for the year
-
-
(2,633,182)
(2,633,182)
Credit to equity for equity settled share-based payments
-
94,992
-
0
94,992
Balance at 31 January 2025
100
403,178
(12,138,205)
(11,734,927)
The notes on pages 15 to 29 form part of these financial statements
COPADO LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2025
- 14 -
2025
2024
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
20
(121,855)
(4,814,573)
Interest paid
(205,237)
(225,108)
Net cash outflow from operating activities
(327,092)
(5,039,681)
Investing activities
Purchase of tangible fixed assets
(19,024)
(5,046)
Proceeds on disposal of tangible fixed assets
381
-
0
Interest received
1,847
918
Net cash used in investing activities
(16,796)
(4,128)
Net decrease in cash and cash equivalents
(343,888)
(5,043,809)
Cash and cash equivalents at beginning of year
1,248,268
6,292,077
Cash and cash equivalents at end of year
904,380
1,248,268
The notes on pages 15 to 29 form part of these financial statements
COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
- 15 -
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.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

As set out in the Director's Responsibilities Statements, in preparing these financial statements the director true s 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 director s ha ve 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 director s 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.

A t the time of approving the financial statements, t he 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 £26,111,151 at 31 January 202 5, will not be repayable on demand for the foreseeable future. Thus t he 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.

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.

COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 16 -

Turnover for the provision of pro ducts 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
Straight line over 3 years

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 2025
1
Accounting policies
(Continued)
- 17 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 paymen ts 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. A m ounts 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.

COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 18 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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.

Equity-settled arrangements are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of the grant. The fair value is expensed on a straight line basis over the vesting period. The amount recognised as an expense is adjusted to reflect the actual number of shares or options that are anticipated to vest.

COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 19 -
1.11
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.12
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
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Share based payments

Determining the fair value of share-based payment awards requires the use of judgement in selecting valuation assumptions, including expected share price volatility, option life, dividend yield and other non-vesting conditions.

The fair value of equity-settled awards is measured at the grant date and recognised over the vesting period based on the Company’s estimate of the number of awards expected to vest. This estimate is revised at each reporting date to reflect actual and expected vesting outcomes.

During the year the Company recognised a charge of £94,992 in respect of share-based payments.

COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 20 -
3
Operating loss
2025
2024
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange losses
6,824
74,926
Fees payable to the company's auditor for the audit of the company's financial statements
15,250
16,250
Depreciation of owned tangible fixed assets
18,691
2,001
Profit on disposal of tangible fixed assets
(381)
-
Operating lease charges
76,793
72,750
4
Turnover
2025
2024
£
£
Turnover analysed by class of business
Consultancy
7,984,306
6,802,694
Group management charges and group recharges
6,820,760
10,060,599
14,805,066
16,863,293
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
4,777,558
13,278,290
Europe
3,210,470
1,914,212
Rest of World
6,817,038
1,670,791
14,805,066
16,863,293
2025
2024
£
£
Other revenue
Interest income
1,847
918
COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 21 -
5
Employees

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

2025
2024
Number
Number
Marketing
3
2
Operations
3
3
People
1
1
Product & Technology
4
4
Sales
15
15
Total
26
25

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
3,968,904
3,546,464
Social security costs
491,501
454,993
Pension costs
34,407
38,107
4,494,812
4,039,564
6
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
1,847
918

Investment income includes the following:

Interest on financial assets not measured at fair value through profit or loss
1,847
918
COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 22 -
7
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
200,967
225,108
Other finance costs:
Other interest
4,270
-
0
205,237
225,108
COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 23 -
8
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Loss before taxation
(2,633,182)
(3,070,914)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(658,296)
(767,729)
Tax effect of expenses that are not deductible in determining taxable profit
10,298
10,908
Unutilised tax losses carried forward
636,515
736,510
Share based payment charge
14,590
21,034
Provisions
(3,024)
(34)
Deferred tax not recognised
(83)
(689)
Taxation charge for the year
-
-

At 3 1 January 2 02 5 the company had tax losses amounting to £11,598,943 (2024: £9,064,719), which are available to be carried forward and offset against future trading profits.

No deferred tax asset has been recognised (202 4: 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 2025
- 24 -
9
Tangible fixed assets
Computers
£
Cost
At 1 February 2024
92,475
Additions
19,024
Disposals
(3,181)
At 31 January 2025
108,318
Depreciation and impairment
At 1 February 2024
87,719
Depreciation charged in the year
18,691
Eliminated in respect of disposals
(3,181)
At 31 January 2025
103,229
Carrying amount
At 31 January 2025
5,089
At 31 January 2024
4,756
10
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
810,457
911,133
Amounts owed by group undertakings
18,946,442
17,051,800
Other debtors
651,108
1,083,270
Prepayments and accrued income
231,051
497,789
20,639,058
19,543,992
2025
2024
Amounts falling due after more than one year:
£
£
Prepayments and accrued income
1,130,931
1,061,308
Total debtors
21,769,989
20,605,300
COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
10
Debtors
(Continued)
- 25 -

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.

11
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
2,647,815
7,037,052
Amounts owed to group undertakings
26,111,151
19,186,666
Taxation and social security
148,900
2,297
Other creditors
-
0
6,779
Accruals and deferred income
5,506,519
4,822,267
34,414,385
31,055,061
12
Financial instruments
Included in the amounts shown as Debtors and Creditors above are financial assets and financial liabilities, the classification of which are further analysed below:
2025
2024
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
20,338,221
18,634,111
Carrying amount of financial liabilities
Measured at amortised cost
34,265,485
31,052,764
13
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
34,407
38,107

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 26 -
14
Share-based payment transactions
Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 February 2024
1,140,534
1,039,700
0.52
0.52
Granted
448,000
104,000
0.58
0.78
Forfeited
(129,688)
0
-
0
0.86
-
0
Exercised
(520,512)
0
(3,166)
0
0.12
0.36
Outstanding at 31 January 2025
938,334
1,140,534
0.74
0.52
Exercisable at 31 January 2025
328,551
361,129
0.82
0.52

At 31 January 2025, employees of Copado UK Limited had been granted 938,334 options in its parent company Copado Holdings, Inc. The total fair value at their respective grant dates was £472,240. Of these 328,551 options had vested at a weighted average fair value of £0.57 and 609,783 remain unvested at a weighted average fair value of £0.47.

The options vest over a period of time, between one and four years. Vesting is conditional upon continued employment with the Company at vesting date.

It is noted that the shares offered will be in the name of Copado Holdings, Inc., the parent entity.

During the financial year, the total fair value of share options recognised in profit or loss amounted to £94,992 (2024: £84,956).

The company records stock-based awards at fair value as at the grant date, using the Black Scholes option pricing model. The fair value of stock options granted during the years ended 31 January 2024 and 2025 was estimated using the following range of assumptions:

| 2025 | 2024
Expected Term (in years) | 5.36 - 6.09 | 5.63 - 6.17
Expected volatility | 71.7 - 80.1% | 55.8 - 79.8%
Risk-free interest rate | 3.52 - 4.45% | 3.75 - 4.67%
Expected dividend yield | 0% | 0%

COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 27 -
15
Share capital
2025
2024
2025
2024
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.

16
Called up share capital and reserves

Called-up share capital represents the nominal value of ordinary shares that have been issued.

The profit and loss account includes all current and prior period retained profits and losses.

Other reserves

The capital contribution reserve represents a capital contribution arising from share-based payment arrangements which are settled in the equity instruments of the parent entity, Copado Holdings, Inc.

17
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within one year
66,000
25,016
18
Ultimate controlling party

The immediate and ultimate parent undertaking is Copado Holdings, Inc., a company incorporated in the United States, which prepares group financial statements. The registered office of Copado Holdings, Inc. is 330 North Wabash Avenue, 23rd Floor, Chicago IL 60611, United States.

COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 28 -
19
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2025
2024
£
£
Aggregate compensation
371,995
373,045
Other information

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.

20
Cash absorbed by operations
2025
2024
£
£
Loss for the year after tax
(2,633,182)
(3,070,914)
Adjustments for:
Finance costs
205,237
225,108
Investment income
(1,847)
(918)
Gain on disposal of tangible fixed assets
(381)
-
Depreciation and impairment of tangible fixed assets
18,691
2,001
Movements in working capital:
Increase in debtors
(1,164,689)
(9,899,912)
Increase in creditors
3,454,316
7,930,062
Cash absorbed by operations
(121,855)
(4,814,573)
21
Analysis of changes in net funds
1 February 2024
Cash flows
31 January 2025
£
£
£
Cash at bank and in hand
1,248,268
(343,888)
904,380
COPADO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 29 -
22
Prior period reclassifcation
Reconciliation of changes in equity
1 February
31 January
2023
2024
£
£
Adjustments to prior year
Being the group share-based payment
223,229
308,186
Equity as previously reported
(6,434,009)
(9,504,923)
Equity as adjusted
(6,210,780)
(9,196,737)
Analysis of the effect upon equity
Other reserves
223,229
308,186
Notes to reconciliation
Group share-based payment

During the year, the directors reviewed the Company’s accounting treatment of amounts previously recognised within creditors - amounts owed to group undertakings in respect of the fair value of share-based payment awards issued by Copado Holdings, Inc. to employees of the Company.

The company has previously reported the fair value movement in the share based payments through the amounts owed to intercompany. On reflection, and in accordance with FRS 102 Section 26, as there is no contractual obligation for the Company to repay these monies, this has been more appropriately disclosed as a capital contribution. This has given rise to a decrease in creditors and an increase in equity in the prior year of £308,186, to reflect this change.

The prior period reclassification does not give rise to any change in the result in the previous financial period.

2025-01-31 2024-02-01 false false false CCH Software CCH Accounts Production 2025.300 Mr. E. Elliott Mr. W. W. Mitchell Jr Mr. M. Hill Mr. M. Hill 11719338 2024-02-01 2025-01-31 11719338 bus:Director1 2024-02-01 2025-01-31 11719338 bus:Director2 2024-02-01 2025-01-31 11719338 bus:CompanySecretaryDirector1 2024-02-01 2025-01-31 11719338 bus:CompanySecretary1 2024-02-01 2025-01-31 11719338 bus:Director3 2024-02-01 2025-01-31 11719338 bus:RegisteredOffice 2024-02-01 2025-01-31 11719338 2025-01-31 11719338 2023-02-01 2024-01-31 11719338 core:RetainedEarningsAccumulatedLosses 2023-02-01 2024-01-31 11719338 core:RetainedEarningsAccumulatedLosses 2024-02-01 2025-01-31 11719338 2024-01-31 11719338 core:ComputerEquipment 2025-01-31 11719338 core:ComputerEquipment 2024-01-31 11719338 core:Non-currentFinancialInstruments core:AfterOneYear 2025-01-31 11719338 core:Non-currentFinancialInstruments core:AfterOneYear 2024-01-31 11719338 core:WithinOneYear 2025-01-31 11719338 core:WithinOneYear 2024-01-31 11719338 core:CurrentFinancialInstruments core:WithinOneYear 2025-01-31 11719338 core:CurrentFinancialInstruments core:WithinOneYear 2024-01-31 11719338 core:ShareCapital 2025-01-31 11719338 core:ShareCapital 2024-01-31 11719338 core:OtherMiscellaneousReserve 2025-01-31 11719338 core:OtherMiscellaneousReserve 2024-01-31 11719338 core:RetainedEarningsAccumulatedLosses 2025-01-31 11719338 core:RetainedEarningsAccumulatedLosses 2024-01-31 11719338 core:RetainedEarningsAccumulatedLosses core:PriorPeriodIncreaseDecrease 2023-01-31 11719338 core:ShareCapital 2023-01-31 11719338 core:OtherMiscellaneousReserve 2023-01-31 11719338 core:RetainedEarningsAccumulatedLosses 2023-01-31 11719338 2023-01-31 11719338 core:ShareCapitalOrdinaryShareClass1 2025-01-31 11719338 core:ShareCapitalOrdinaryShareClass1 2024-01-31 11719338 2024-01-31 11719338 core:ComputerEquipment 2024-02-01 2025-01-31 11719338 1 2024-02-01 2025-01-31 11719338 1 2023-02-01 2024-01-31 11719338 core:UKTax 2024-02-01 2025-01-31 11719338 core:UKTax 2023-02-01 2024-01-31 11719338 2 2024-02-01 2025-01-31 11719338 2 2023-02-01 2024-01-31 11719338 3 2024-02-01 2025-01-31 11719338 3 2023-02-01 2024-01-31 11719338 core:ComputerEquipment 2024-01-31 11719338 core:CurrentFinancialInstruments 2025-01-31 11719338 core:CurrentFinancialInstruments 2024-01-31 11719338 core:Non-currentFinancialInstruments 2025-01-31 11719338 bus:OrdinaryShareClass1 2024-02-01 2025-01-31 11719338 bus:OrdinaryShareClass1 2025-01-31 11719338 bus:OrdinaryShareClass1 2024-01-31 11719338 bus:PrivateLimitedCompanyLtd 2024-02-01 2025-01-31 11719338 bus:FRS102 2024-02-01 2025-01-31 11719338 bus:Audited 2024-02-01 2025-01-31 11719338 bus:FullAccounts 2024-02-01 2025-01-31 xbrli:pure xbrli:shares iso4217:GBP