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REGISTERED NUMBER: 09402285 (England and Wales)













STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

COOPLE (UK) LIMITED

COOPLE (UK) LIMITED (REGISTERED NUMBER: 09402285)






CONTENTS OF THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2025




Page


Company Information 1

Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

Income Statement 9

Other Comprehensive Income 10

Balance Sheet 11

Statement of Changes in Equity 12

Cash Flow Statement 13

Notes to the Cash Flow Statement 14

Notes to the Financial Statements 15


COOPLE (UK) LIMITED

COMPANY INFORMATION
for the Year Ended 31 December 2025







DIRECTORS: A Burgard
A J Gruber
S Werthmüller





SECRETARY: S Werthmüller





REGISTERED OFFICE: 10 John Street
London
WC1N 2EB





REGISTERED NUMBER: 09402285 (England and Wales)





AUDITORS: Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

COOPLE (UK) LIMITED (REGISTERED NUMBER: 09402285)

STRATEGIC REPORT
for the Year Ended 31 December 2025

The directors present their strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS
Coople (UK) Limited operated in a continued challenging macro-economic environment during 2025, characterised by subdued demand, elevated interest rates and ongoing pressure on client spending, particularly within the hospitality and events sectors.

Total revenues declined by 14% year-on-year to £16.8m (2024: £19.5m), primarily driven by reduced demand from key legacy clients and lower ordering activity across hospitality and events. Total hours worked decreased by 21% compared to the prior year, reflecting weaker demand across several major accounts.

Gross profit decreased by 18% to £2m (2024: £2.4m). Gross margin remained broadly stable at 11.7% (2024: 12.3%), supported by a similar client mix and a continued focus on higher-margin retail and logistics accounts. The reduction in overall volumes resulted in an operating loss for the year of £5.3m (2024: £3.7m).

PRINCIPAL RISKS AND UNCERTAINTIES
In order to identify, analyse, manage and monitor risks and opportunities, Coople maintains a risk assessment matrix, reviewed and approved annually by the Board. This framework covers key areas including IT, personnel, reputational, data protection, compliance, regulatory and financial risks.

In light of the planned cessation of trading, management's focus is on execution risks related to the wind-down of operations, cost control, and the orderly completion of remaining customer engagements. Business continuity arrangements remain in place to ensure appropriate governance and decision-making during this period.

2026 BUSINESS OUTLOOK
The UK staffing market continues to face macro-economic uncertainty, regulatory complexity, intense competition and increasing employment costs, including higher National Insurance contributions.

Following a strategic review, the group took the decision to cease UK trading operations with effect from 31 December 2025. The directors consider this to be appropriate in the context of current market conditions and the group's broader strategic priorities.

From 1 January 2026, the company no longer operates as an active participant in the UK staffing market. The company's activities are limited to the provision of a limited service function in support of group operations, and the orderly wind down of any residual obligations arising from the cessation of UK business operations.

The directors are satisfied that this approach is supported by the financial resources and ongoing commitment of the parent undertaking.

ON BEHALF OF THE BOARD:





A J Gruber - Director


30 April 2026

COOPLE (UK) LIMITED (REGISTERED NUMBER: 09402285)

REPORT OF THE DIRECTORS
for the Year Ended 31 December 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2025.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
A Burgard has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

A P Macklin - resigned 19 August 2025
H Moussa - resigned 31 December 2025
A V Debroye - appointed 19 August 2025

A J Gruber and S Werthmüller were appointed as directors after 31 December 2025 but prior to the date of this report.

A V Debroye ceased to be a director after 31 December 2025 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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.

COOPLE (UK) LIMITED (REGISTERED NUMBER: 09402285)

REPORT OF THE DIRECTORS
for the Year Ended 31 December 2025


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

The auditors, Oury Clark Chartered Accountants, are deemed to be re-appointed under Section 487 (2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:





A J Gruber - Director


30 April 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
COOPLE (UK) LIMITED

Opinion
We have audited the financial statements of Coople (UK) Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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

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

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

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent 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 misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
COOPLE (UK) LIMITED


Matters on which we are required to report by exception
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any matters in the Strategic Report or the Report of the Directors that are inconsistent with our overall view of the financial statements.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

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

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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
COOPLE (UK) LIMITED


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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:

Identifying and assessing potential irregularities, including fraud
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:
- Considering the nature of the industry, sector, control environment and current business activities, including
possible performance targets and subsequent remuneration;
- Enquiring of management concerning policies and procedures relating to:
1. Complying with laws and regulations and whether there were any instances of non compliance;
2. Mitigating, detecting and responding to fraud risk and whether there has been any actual or possible
instances of fraud.
- Discussing within the engagement team regarding how and where fraud may occur in the financial statements
along with the possible indicators of fraud. We identified the following areas most likely to be susceptible to
fraud:
1. Management override;
2. Revenue recognition.
- Discussing within the engagement team, the legal and regulatory framework in which the company operates and
in particular those which would have an impact on the financial statements. The key laws and regulations
considered were the Companies Act 2006, UK tax legislation and UK employment law.

Audit response to the risks identified
As noted above, we identified management override and revenue recognition as the matters that would most likely be susceptible to fraud. Our procedures to respond to these risks included the following:
- Review of journals posted in the year and the nominal ledger to ensure there was no evidence of management
override;
- Review a sample of sales transactions to ensure sales are legitimate, recognised in the correct accounting period
and are in line with the applicable accounting standards.

Further, we also identified compliance with the Companies Act 2006, UK tax legislation and UK employment law as being key areas where there may be possible non-compliance. Our procedures to respond to these risks included the following:
- Review the financial statement disclosures with completion of a disclosure checklist and testing disclosures to
supporting documentation to assess compliance with the Companies Act 2006;
- Safeguard review of the accounts by a qualified accountant not associated with the audit team, and of the
corporation tax computations by a Chartered Tax Adviser, not associated with the audit team;
- Review the corporation tax return to ensure it complies with UK tax legislation; and
- We have checked a sample of compliance with right to work checks and reviewed legal fees for indications of
material issues arising out of non-compliance with employment law.

The above matters and identified laws and regulations and potential fraud risks were communicated to all engagement team members in order to enable the team to have the ability to identify such risks. The whole team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above and the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment.


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
COOPLE (UK) LIMITED

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Emma Crowley (Senior Statutory Auditor)
for and on behalf of Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

30 April 2026

COOPLE (UK) LIMITED (REGISTERED NUMBER: 09402285)

INCOME STATEMENT
for the Year Ended 31 December 2025

31.12.25 31.12.24
Notes £    £   

TURNOVER 3 16,784,032 19,546,265

Cost of sales 14,820,750 17,147,965
GROSS PROFIT 1,963,282 2,398,300

Administrative expenses 7,310,558 6,071,156
OPERATING LOSS and
LOSS BEFORE TAXATION (5,347,276 ) (3,672,856 )

Tax on loss 6 - -
LOSS FOR THE FINANCIAL YEAR (5,347,276 ) (3,672,856 )

COOPLE (UK) LIMITED (REGISTERED NUMBER: 09402285)

OTHER COMPREHENSIVE INCOME
for the Year Ended 31 December 2025

31.12.25 31.12.24
Notes £    £   

LOSS FOR THE YEAR (5,347,276 ) (3,672,856 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(5,347,276

)

(3,672,856

)

COOPLE (UK) LIMITED (REGISTERED NUMBER: 09402285)

BALANCE SHEET
31 December 2025

31.12.25 31.12.24
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 7 8,125 30,148

CURRENT ASSETS
Debtors 8 2,026,174 2,186,050
Cash at bank 983,174 903,763
3,009,348 3,089,813
CREDITORS
Amounts falling due within one year 9 35,429,149 30,184,361
NET CURRENT LIABILITIES (32,419,801 ) (27,094,548 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(32,411,676

)

(27,064,400

)

CAPITAL AND RESERVES
Called up share capital 11 15,000 15,000
Retained earnings 12 (32,426,676 ) (27,079,400 )
SHAREHOLDERS' FUNDS (32,411,676 ) (27,064,400 )

The financial statements were approved by the Board of Directors and authorised for issue on 30 April 2026 and were signed on its behalf by:





A J Gruber - Director


COOPLE (UK) LIMITED (REGISTERED NUMBER: 09402285)

STATEMENT OF CHANGES IN EQUITY
for the Year Ended 31 December 2025

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2024 15,000 (23,406,544 ) (23,391,544 )

Changes in equity
Total comprehensive income - (3,672,856 ) (3,672,856 )
Balance at 31 December 2024 15,000 (27,079,400 ) (27,064,400 )

Changes in equity
Total comprehensive income - (5,347,276 ) (5,347,276 )
Balance at 31 December 2025 15,000 (32,426,676 ) (32,411,676 )

COOPLE (UK) LIMITED (REGISTERED NUMBER: 09402285)

CASH FLOW STATEMENT
for the Year Ended 31 December 2025

31.12.25 31.12.24
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 87,679 (492,466 )
Net cash from operating activities 87,679 (492,466 )

Cash flows from investing activities
Purchase of tangible fixed assets (8,268 ) (26,277 )
Net cash from investing activities (8,268 ) (26,277 )

Increase/(decrease) in cash and cash equivalents 79,411 (518,743 )
Cash and cash equivalents at beginning of
year

2

903,763

1,422,506

Cash and cash equivalents at end of year 2 983,174 903,763

COOPLE (UK) LIMITED (REGISTERED NUMBER: 09402285)

NOTES TO THE CASH FLOW STATEMENT
for the Year Ended 31 December 2025

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

31.12.25 31.12.24
£    £   
Loss before taxation (5,347,276 ) (3,672,856 )
Depreciation charges 18,331 22,737
Loss on disposal of fixed assets 11,961 2,976
(5,316,984 ) (3,647,143 )
Decrease in trade and other debtors 159,876 21,105
Increase in trade and other creditors 5,244,787 3,133,572
Cash generated from operations 87,679 (492,466 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025
31.12.25 1.1.25
£    £   
Cash and cash equivalents 983,174 903,763
Year ended 31 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 903,763 1,422,506


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25 Cash flow At 31.12.25
£    £    £   
Net cash
Cash at bank 903,763 79,411 983,174
903,763 79,411 983,174
Total 903,763 79,411 983,174

COOPLE (UK) LIMITED (REGISTERED NUMBER: 09402285)

NOTES TO THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2025

1. STATUTORY INFORMATION

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

2. ACCOUNTING POLICIES

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

The accounts have been prepared on the going concern basis notwithstanding that the company has made a loss in the current year and has a negative balance sheet.

This is in light of the fact that the company has obtained a letter of support from the parent company, Coople Holding AG (incorporated in Switzerland), who have confirmed they will continue to provide financial support to the company for a period of at least 12 months and 1 day from the date of the Coople (UK) Limited audit report.

The directors of Coople Holding AG have prepared detailed forecasts and they believe that they have made adequate plans to have sufficient cash available to support the company for a period of at least 12 months and 1 day from the date the audit report is signed.

As at the date of signing the audit report the directors have secured additional funding through both equity investment and loans, as well as restructuring existing finance which provides Coople Holding AG, and the wider group, with additional cash flow to continue in its operations.

As such, the directors are satisfied that Coople Holding AG has sufficient funding to enable Coople (UK) Limited to continue in its operations for a period of at least 12 months and 1 day from the date the audit report is signed and have continued to adopt the going concern basis.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates
The process of preparing the financial statements in conformity with accounting principles generally accepted in the United Kingdom ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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. Actual results could differ from those estimates.

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

Coople acts as an on-demand staffing platform, matching employers to temporary staff (referred to as 'Cooplers'). Revenue is recognised based on the date and the number of hours worked by Cooplers.

COOPLE (UK) LIMITED (REGISTERED NUMBER: 09402285)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible assets are initially measured at cost. After initial recognition, tangible assets are measured at cost less any accumulated depreciation and any accumulated impairment losses.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life:

Computer equipment: - 33% on cost

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

Current or deferred taxation assets and liabilities are not discounted.

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

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

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

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

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

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

COOPLE (UK) LIMITED (REGISTERED NUMBER: 09402285)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued

Financial instruments
Financial assets and financial liabilities are recognised in the company’s balance sheet when the company becomes a party to the contractual provisions of the relevant instrument, and derecognised when it ceases to be a party to such provisions.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through the statement of total comprehensive income are recognised immediately in profit or loss.

Financial assets
The company classifies its financial assets into the categories, discussed below, due to the purpose for which the asset was acquired. The company has not classified any of its financial assets as held to maturity.

Loans and receivables
These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of services to customers (e.g. trade debtors), but also incorporate other types of contractual monetary asset. They are initially recognised at fair value, including transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost.

The company’s loans and receivables consist of trade and other debtors and accrued revenue included within the balance sheet. Cash and bank balances include cash held at bank and cash on hand.

Impairment provisions are recognised when there is objective evidence, for example, significant financial difficulties on the part of the counterparty, or default, or significant delay in payment, that the company will be unable to collect all of the amounts due under the terms of the receivable. The amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable.

For certain categories of financial asset, such as trade debtors, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables includes the company’s past experience of collecting payments.

For trade debtors which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in the statement of total comprehensive income. On confirmation that the trade receivables will not be collectable, the gross carrying value of the asset is written off against the associated provision. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

Financial liabilities and equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.

Financial liabilities
Borrowings are initially recognised at fair value net of any directly attributable transaction costs. These interest-bearing liabilities are subsequently measured at amortised cost using the effective interest method, with the interest expense charged at a constant rate on the outstanding liabilities.

Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Ordinary shares are classified as equity; ordinary shares issued by the company are recognised at the proceeds received, net of direct issue costs.

COOPLE (UK) LIMITED (REGISTERED NUMBER: 09402285)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

3. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

31.12.25 31.12.24
£    £   
United Kingdom 16,784,032 19,546,265
16,784,032 19,546,265

4. EMPLOYEES AND DIRECTORS

31.12.25 31.12.24
£ £
Wages and salaries 5,203,405 5,045,062
Social security costs 551,791 470,651
Other pension costs 192,587 125,537
5,947,783 5,641,249

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

31.12.25 31.12.24

Sales 10 13
Admin 4 3
Operations 21 22
Support 6 8
Marketing 12 11
Management 3 3
56 60

Staff members only include those directly employed by the company and exclude those who work on an agency basis for the company's customers.

31.12.25 31.12.24
£ £
Directors' remuneration 867,392 709,482

Information regarding the highest paid director is as follows:

31.12.25 31.12.24
£ £
Emoluments etc 496,682 278,419

COOPLE (UK) LIMITED (REGISTERED NUMBER: 09402285)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

5. OPERATING LOSS

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

31.12.25 31.12.24
£    £   
Depreciation - owned assets 18,331 21,604
Loss on disposal of fixed assets 11,961 2,976
Auditors' remuneration 36,000 30,000
Foreign exchange differences 400,998 (314,384 )

6. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the year ended 31 December 2025 nor for the year ended 31 December 2024.

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.25 31.12.24
£    £   
Loss before tax (5,347,276 ) (3,672,856 )
Loss multiplied by the standard rate of corporation tax in the UK of 25%
(2024 - 25%)

(1,336,819

)

(918,214

)

Effects of:
Expenses not deductible for tax purposes 307,655 203,436
Capital allowances in excess of depreciation - (885 )
Depreciation in excess of capital allowances 2,516 -
(Profit)/loss on disposal of assets 2,990 744
Tax losses carried forward 1,022,717 718,670
Unpaid pensions 941 (3,751 )
Total tax charge - -

COOPLE (UK) LIMITED (REGISTERED NUMBER: 09402285)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

7. TANGIBLE FIXED ASSETS
Fixtures
and
fittings
£   
COST
At 1 January 2025 94,084
Additions 8,268
Disposals (69,011 )
At 31 December 2025 33,341
DEPRECIATION
At 1 January 2025 63,936
Charge for year 18,331
Eliminated on disposal (57,051 )
At 31 December 2025 25,216
NET BOOK VALUE
At 31 December 2025 8,125
At 31 December 2024 30,148

8. DEBTORS
31.12.25 31.12.24
£    £   
Amounts falling due within one year:
Trade debtors 219,842 895,610
Amounts owed by group undertakings 1,174,450 487,343
Other debtors - 32,235
Prepayments and accrued income 437,093 576,159
1,831,385 1,991,347

Amounts falling due after more than one year:
Other debtors 194,789 194,703

Aggregate amounts 2,026,174 2,186,050

9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.25 31.12.24
£    £   
Trade creditors 172,107 80,415
Amounts owed to group undertakings 32,306,797 27,241,972
Social security and other taxes 540,264 572,065
VAT 767,389 982,981
Other creditors 37,797 49,830
Accrued expenses 1,604,795 1,257,098
35,429,149 30,184,361

COOPLE (UK) LIMITED (REGISTERED NUMBER: 09402285)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

10. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
31.12.25 31.12.24
£    £   
Within one year 243,075 252,437
Between one and five years 126,532 369,607
369,607 622,044

11. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.25 31.12.24
value: £    £   
15,000 Ordinary £1 15,000 15,000

12. RESERVES
Retained
earnings
£   

At 1 January 2025 (27,079,400 )
Deficit for the year (5,347,276 )
At 31 December 2025 (32,426,676 )

13. PENSION COMMITMENTS

The company operates a defined contribution pension scheme. During the year the company contributed £307,610 (2024: £289,218). At the reporting date there were outstanding contributions of £36,935 (2024: £36,692).

14. POST BALANCE SHEET EVENTS

As at the balance sheet date, the company has implemented a strategic change in its operations whereby it has ceased to provide temporary staffing services to UK-based clients and will instead focus on supporting the wider group in its operations going forward.

Subsequent to the year end, in April 2026, the parent company, Coople Holding AG, waived intercompany loan balances owed by Coople (UK) Ltd amounting to £31,655,096. This event does not affect the results or financial position of the Company as at 31 December 2025.

15. FIXED AND FLOATING CHARGES

Harbert European Speciality Lending Company II, SARL. and Sonovate LTD have a fixed and floating charge with negative pledge over all the assets of the company.

Sonovate LTD was granted priority in respect of debt owed by the company up to an amount not exceeding £800,000.

COOPLE (UK) LIMITED (REGISTERED NUMBER: 09402285)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

16. ULTIMATE PARENT COMPANY

The immediate and ultimate parent company is Coople Holding AG, a company registered in Albisriederstrasse, 8047 Zurich, Switzerland. Coople Holding AG is the largest and only group company to prepare consolidated financial statements. These are not publicly available.