Registered number: 05851891
FOR THE YEAR ENDED 31 DECEMBER 2025
COMPANY INFORMATION
CONTENTS
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their strategic report for the year ended 31 December 2025.
COPA90 is a fan and creator-first football media company. It specialises in connecting brands and major stakeholders in the world of football with fans through tailored content campaigns and output. The COPA90 brand and editorial has global reach with shows and IP which distinguish it from traditional media.
In today's fragmented media landscape, fans increasingly consume and experience the game outside the ninety minutes across numerous platforms and digital and real-life touchpoints, COPA90 solves this fragmentation challenge by delivering creator-first activations fueled by proprietary insight which reach fans across all these high-value spaces.
Revenue grew 5% to £22M and Adjusted EBITDA increased by 2% to £2.8M. The group used its strong P&L and cash liquidity to invest in strengthening its operating system and expanding into new geographies (US and GCC). The net cash position improved from £3.1M to £3.6M across the year.
Adjusted EBITDA and Operating profit are summarised in the table below:
In today's fragmented media landscape, fans increasingly consume and experience the game outside the ninety minutes across numerous platforms and digital and real-life touchpoints, COPA90 solves this fragmentation challenge by delivering creator-first activations fueled by proprietary insight which reach fans across all these high-value spaces.
Revenue grew 5% to £22M and Adjusted EBITDA increased by 2% to £2.8M. The group used its strong P&L and cash liquidity to invest in strengthening its operating system and expanding into new geographies (US and GCC). The net cash position improved from £3.1M to £3.6M across the year.
Adjusted EBITDA and Operating profit are summarised in the table below:
*Non-recurring costs of (a) start-up in new geographies; and (b) investment in the Group's operating system
**Depreciation, amortisation, fair value adjustments and asset write-downs
In common with many businesses, economic uncertainty reduces demand for the Group’s services. We remain committed to a flexible cost model which ensures the business is more resilient to changes in the macro-economic environment.
Trading and cash flow forecasts are updated each week and the planning model for the business is updated regularly to provide longer term visibility of liquidity.
Trading and cash flow forecasts are updated each week and the planning model for the business is updated regularly to provide longer term visibility of liquidity.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The financial metrics shown below were the key performance indicators during the year:
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The profit for the year, after taxation, amounted to £1,381 thousand (2024 - £1,935 thousand).
No dividends were paid to the shareholders of the company (2024 - £Nil).
The directors who served during the year were:
There are no significant future developments.
There have been no significant events affecting the Group since the year-end.
The auditor, S&W Audit, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COPA90 LIMITED
Opinion
We have audited the financial statements of COPA90 Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated and Company Balance Sheets, Consolidated and Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and the 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 FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
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 Group and Parent 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 Group and Parent 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COPA90 LIMITED
Matters on which we are required to report by exception
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 4, 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 Group's and the Parent 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 Parent Company or to cease operations, or have no realistic alternative but to do so.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COPA90 LIMITED
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.
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:
We obtained a general understanding of the Group’s and the Parent Company's legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entity’s policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the Group’s and the Parent Company's industry and regulation.
We understand that the Group and the Parent Company complies with the framework through:
We understand that the Group and the Parent Company complies with the framework through:
∙Outsourcing payroll, accounts preparation and tax compliance to external experts.
∙Subscribing to relevant updates from external experts, and making changes to internal procedures and controls as necessary.
In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the Group’s and the Parent Company's ability to conduct its business, and/or where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the Group and the Parent Company:
∙The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements.
The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the Group's and the Parent Company's financial statements to material misstatement, including how fraud might occur. The areas identified in this discussion were:
∙Payment of bonuses based on Earnings Before Interest, Taxes, Depreciation and Amortisation, which creates an incentive for management to overstate revenues and understate costs.
∙Overstatement of revenue by premature recognition of sales and accrued income.
∙Manipulation of the financial statements, especially revenue, via fraudulent journal entries.
These areas were communicated to the other members of the engagement team not present at the discussion.
The procedures we carried out to gain evidence in the above areas included:
The procedures we carried out to gain evidence in the above areas included:
∙Challenging management regarding the assumptions and judgements used in the key accounting estimates and revenue recognition policy.
∙Testing accrued income and revenue recognised around the year-end to ensure that it has been recorded in the correct period.
∙Testing of revenues to supporting documentation to ensure that they have not been overstated; and testing of post-year-end payments and purchase invoices to ensure that costs and accruals have not been understated at the year-end.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COPA90 LIMITED
∙Testing journal entries, focusing particularly on postings to unexpected or unusual accounts.
Overall, the senior statutory auditor was satisfied that the engagement team collectively had the appropriate competence and capabilities to identify or recognise irregularities.
The primary responsibility for the prevention and detection of irregularities, including fraud, rests with both those charged with governance and management. As with any audit, there remained a higher risk of nondetection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. There are inherent limitations in the audit procedures described above, and the more removed from the financial transactions, the less likely it is that we would become aware of non-compliance with laws and regulations. We are not responsible for prevention of 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: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent 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 Parent Company’s members those matters we are required to state to them 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 Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
Brockbourne House
77 Mount Ephraim
TN4 8BS
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 33 form part of these financial statements.
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COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
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COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the Parent Company is £1,319 thousand (2024 - £1,929 thousand).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 33 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
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CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
COPA90 Limited (the company) is a private company limited by shares and domiciled and incorporated in England and Wales.
The address of its registered office is 6th Floor, One London Wall, London, EC2Y 5EB.
The principal activity of the Group and Parent Company is creating and distributing premium football content which engages fans of both the men's and women's game and delivering media services by working in partnership with global brands.
The address of its registered office is 6th Floor, One London Wall, London, EC2Y 5EB.
The principal activity of the Group and Parent Company is creating and distributing premium football content which engages fans of both the men's and women's game and delivering media services by working in partnership with global brands.
2.Accounting policies
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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
Monetary amounts in these financial statements are stated in pounds sterling and are rounded to the nearest whole £1,000, except where otherwise stated.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The directors have made a rigorous assessment of whether the Parent Company and Group are a going concern. All available information has been considered as part of this review which covered a period of more than 12 months from the date of approval of the accounts.
No material uncertainties relating to events or conditions that may cast doubt about the ability of the Parent Company and Group to continue as a going concern have been identified by the directors. The business is trading in line with its business plan. As such the financial statements do not include any adjustments which would be necessary if the going concern basis of preparation was inappropriate.
No material uncertainties relating to events or conditions that may cast doubt about the ability of the Parent Company and Group to continue as a going concern have been identified by the directors. The business is trading in line with its business plan. As such the financial statements do not include any adjustments which would be necessary if the going concern basis of preparation was inappropriate.
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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:
Amortisation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (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.
The estimated useful lives range as follows:
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 the Consolidated Statement of Comprehensive Income.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Basic 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 Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Revenue recognition
As described in the accounting policy for revenue recognition above, the directors assess that for every project ongoing at the year-end, turnover is recognised based on the stage of completion specific to that contract and in accordance with agreed milestones. As a result of this policy £560 thousand (2024 - £347 thousand) of accrued income was recognised and £990 thousand (2024 - £2,322 thousand) of deferred income.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
10.Taxation (continued)
At the balance sheet date, the Group had tax losses carried forward of £20,426 thousand (2024: £20,432 thousand). See the contingent asset note 21 on the recognition of a deferred tax asset.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The following were subsidiary undertakings of the Company:
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All subsidiaries listed above have been included within these consolidated financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The parent company has a revolving credit facility with Vane Finance Technology Limited. This facility is secured and has a credit limit of £1.75m. The amount borrowed under the revolving credit facility agreement at the prior year-end was repaid during the year. The facility remains in place and was unutilised at the balance sheet date.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Page 31
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Profit and loss account
The cumulative profit and loss, net of distribution to owners.
Share premium account
The premium on issue of equity shares, net of any issue costs.
Contra-equity reserve
This reserve represents shares previously issued by the Company that have been reacquired but not cancelled.
The cumulative profit and loss, net of distribution to owners.
Share premium account
The premium on issue of equity shares, net of any issue costs.
Contra-equity reserve
This reserve represents shares previously issued by the Company that have been reacquired but not cancelled.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The company operated two share-based payment plans for the benefit of certain employees, for the primary purpose of providing incentives to the selected employees.
∙EMI share option plan 2021 - This share plan grants options over D preferred shares which are exercisable in the event of an exit. At the balance sheet date there were 2,528 options outstanding (2024 - 2,440) at a weighted average share price of £0.0444 (2024 - £0.0318).
∙Legacy share option scheme - Prior to 2021 this share option scheme granted options over B Ordinary shares. At the balance sheet date there were 2,345 options outstanding (2024 - 2,537).
No expense relating to the share-based payments has been recognised in the accounts because the Directors have determined that the fair value of such awards was not considered material.
Unrelieved tax losses have been recognised as a deferred tax asset only to the extent that it is probable that they will be recovered against future taxable profits. Therefore, based on forecasts for the next 12 months, future taxable profits of £2,147 thousand (2024 - £2,147 thousand) have been recognised as a deferred tax asset at the prevailing tax rate. A residual balance of unrelieved tax losses of £18,279 thousand (2024 - £18,285 thousand) have not been recognised on the basis of the uncertainty of taxable profits beyond this period.
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