Caseware UK (AP4) 2023.0.135 2023.0.135 2024-01-3137falsefalse2023-02-0142false 11762376 2023-02-01 2024-01-31 11762376 2022-02-01 2023-01-31 11762376 2024-01-31 11762376 2023-01-31 11762376 2022-02-01 11762376 2 2022-02-01 2023-01-31 11762376 3 2022-02-01 2023-01-31 11762376 5 2023-02-01 2024-01-31 11762376 5 2022-02-01 2023-01-31 11762376 1 2023-02-01 2024-01-31 11762376 e:Director1 2023-02-01 2024-01-31 11762376 e:Director2 2023-02-01 2024-01-31 11762376 e:RegisteredOffice 2023-02-01 2024-01-31 11762376 d:ComputerEquipment 2023-02-01 2024-01-31 11762376 d:ComputerEquipment 2024-01-31 11762376 d:ComputerEquipment 2023-01-31 11762376 d:ComputerEquipment d:OwnedOrFreeholdAssets 2023-02-01 2024-01-31 11762376 d:CurrentFinancialInstruments 2024-01-31 11762376 d:CurrentFinancialInstruments 2023-01-31 11762376 d:Non-currentFinancialInstruments 2024-01-31 11762376 d:Non-currentFinancialInstruments 2023-01-31 11762376 d:CurrentFinancialInstruments d:WithinOneYear 2024-01-31 11762376 d:CurrentFinancialInstruments d:WithinOneYear 2023-01-31 11762376 d:Non-currentFinancialInstruments d:AfterOneYear 2024-01-31 11762376 d:Non-currentFinancialInstruments d:AfterOneYear 2023-01-31 11762376 d:ShareCapital 2023-02-01 2024-01-31 11762376 d:ShareCapital 2024-01-31 11762376 d:ShareCapital 2022-02-01 2023-01-31 11762376 d:ShareCapital 2023-01-31 11762376 d:ShareCapital 2022-02-01 11762376 d:OtherMiscellaneousReserve 2023-02-01 2024-01-31 11762376 d:OtherMiscellaneousReserve 2024-01-31 11762376 d:OtherMiscellaneousReserve 2022-02-01 2023-01-31 11762376 d:OtherMiscellaneousReserve 2023-01-31 11762376 d:OtherMiscellaneousReserve 2022-02-01 11762376 d:OtherMiscellaneousReserve 2 2022-02-01 2023-01-31 11762376 d:OtherMiscellaneousReserve 3 2022-02-01 2023-01-31 11762376 d:RetainedEarningsAccumulatedLosses 2023-02-01 2024-01-31 11762376 d:RetainedEarningsAccumulatedLosses 2024-01-31 11762376 d:RetainedEarningsAccumulatedLosses 2022-02-01 2023-01-31 11762376 d:RetainedEarningsAccumulatedLosses 2023-01-31 11762376 d:RetainedEarningsAccumulatedLosses 2022-02-01 11762376 d:RetainedEarningsAccumulatedLosses 2 2022-02-01 2023-01-31 11762376 d:RetainedEarningsAccumulatedLosses 3 2022-02-01 2023-01-31 11762376 e:OrdinaryShareClass1 2023-02-01 2024-01-31 11762376 e:OrdinaryShareClass1 2022-02-01 2023-01-31 11762376 e:OrdinaryShareClass1 2024-01-31 11762376 e:OrdinaryShareClass1 2023-01-31 11762376 e:FRS102 2023-02-01 2024-01-31 11762376 e:Audited 2023-02-01 2024-01-31 11762376 e:FullAccounts 2023-02-01 2024-01-31 11762376 e:PrivateLimitedCompanyLtd 2023-02-01 2024-01-31 11762376 2 2023-02-01 2024-01-31 xbrli:shares iso4217:GBP xbrli:pure



















Aqua Security Software UK Limited

Registered number: 11762376
Annual Report
For the year ended 31 January 2024

 
AQUA SECURITY SOFTWARE UK LIMITED
 
 
COMPANY INFORMATION


Directors
Mr A Jerbi 
Mr D Davidoff 




Registered number
11762376



Registered office

30 Old Bailey

London

EC4M 7AU




Independent auditor
Forvis Mazars LLP
Chartered Accountants & Statutory Auditor

90 Victoria Street

Bristol

BS1 6DP





 
AQUA SECURITY SOFTWARE UK LIMITED
 

CONTENTS



Page
Directors' Report
 
1 - 3
Independent Auditor's Report
 
4 - 7
Statement of Comprehensive Income
 
8
Statement of Financial Position
 
9
Statement of Changes in Equity
 
10
Notes to the Financial Statements
 
11 - 18


 
AQUA SECURITY SOFTWARE UK LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2024

The directors present their annual report and the audited financial statements for Aqua Security Software UK Limited (the "Company") for the year ended 31 January 2024.

Principal activity

The principal activity of the Company is primarily being engaged in providing sales and marketing services.

Results and dividends

The profit for the year, after taxation, amounted to £69,142 (2023: loss of £781,381).

The directors do not recommend the payment of a dividend for the year (2023: £nil).

Directors

The directors who served during the year and up to the date of this report were:

Mr A Jerbi 
Mr D Davidoff 

Directors' responsibilities statement

The directors are responsible for preparing the Directors' Report and the audited financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare audited financial statements for each financial year. Under that law the directors have elected to prepare the audited 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 audited 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 year.

 In preparing these audited financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent; and

prepare the audited financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the audited financial statements comply with the Companies Act 2006They 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.

Going concern

The financial statements have been prepared on the going concern basis which assumes that the Company will continue in operational existence for the foreseeable future. This assessment has been made due to confirmation of continued support from the Company's parent company.

- 1 -

 
AQUA SECURITY SOFTWARE UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024

Economic impact of global events

UK businesses are facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that the greatest impact on the business is expected to be from the economic ripple effect on the global economy. The directors have taken account of these potential impacts in their going concern assessment.
The Company continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.

Qualifying third party indemnity provisions

The directors benefit from a third party qualifying indemnity provision in the form permitted by Section 234 of the Companies Act 2006 in respect of certain third party actions against directors. No claim or notice of claim in respect of these indemnities has been received in the year. The qualifying indemnity provision was in force throughout the financial year and up to the date of approval of the Directors' Report.

Disclosure of information to the auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditor

The auditor, Forvis Mazars LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

- 2 -

 
AQUA SECURITY SOFTWARE UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024

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





Mr D Davidoff
Director

Date: 22 August 2024

- 3 -

 
AQUA SECURITY SOFTWARE UK LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AQUA SECURITY SOFTWARE UK LIMITED
 

Opinion

We have audited the financial statements of Aqua Security Software UK Limited (the "Company") for the year ended 31 January 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and 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 FRS 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 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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.
- 4 -

 
AQUA SECURITY SOFTWARE UK LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AQUA SECURITY SOFTWARE UK LIMITED
 

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:
 
the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report have been prepared in accordance with applicable legal requirements.

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 material misstatements in the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemption in preparing the Directors' Report and from the requirement to prepare a Strategic Report.
- 5 -

 
AQUA SECURITY SOFTWARE UK LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AQUA SECURITY SOFTWARE UK LIMITED
 

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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 intend either 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.
 
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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. 
 
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.  

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006. 
- 6 -

 
AQUA SECURITY SOFTWARE UK LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AQUA SECURITY SOFTWARE UK LIMITED
 

In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions. 

Our audit procedures in relation to fraud included but were not limited to:
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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 auditor’s report.

Use of the audit report

This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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 members as a body for our audit work, for this report, or for the opinions we have formed.


 


Jonathan Marchant (Senior statutory auditor)  
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor 
90 Victoria Street
Bristol
BS1 6DP

27 August 2024
- 7 -

 
AQUA SECURITY SOFTWARE UK LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2024

2024
2023
Note
£
£

  

Turnover
  
5,154,401
3,336,339

Gross profit
  
5,154,401
3,336,339

Administrative expenses
  
(8,410,967)
(7,136,483)

Other operating income
 3 
3,369,178
3,262,144

Operating profit/(loss)
  
112,612
(538,000)

Interest receivable and similar income
  
1,610
-

Interest payable and similar expenses
  
(9,302)
(6,512)

Foreign exchange gains
  
(35,778)
(236,869)

Profit/(loss) before tax
  
69,142
(781,381)

Tax on profit/(loss)
  
-
-

Profit/(loss) for the financial year
  
69,142
(781,381)

Other comprehensive income
  
-
-

Total comprehensive income for the year
  
69,142
(781,381)

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

The notes on pages 11 to 18 form part of these financial statements.

- 8 -

 
AQUA SECURITY SOFTWARE UK LIMITED
REGISTERED NUMBER: 11762376

STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible fixed assets

 5 

26,014
37,608

Current assets
  

Debtors: amounts falling due within one year
 6 
4,286,244
296,717

Cash at bank
  
2,020,663
1,444,191

  
6,306,907
1,740,908

Creditors: amounts falling due within one year
 7 
(6,265,227)
(2,828,277)

Net current assets/(liabilities)
  
 
 
41,680
 
 
(1,087,369)

Total assets less current liabilities
  
67,694
(1,049,761)

Creditors: amounts falling due after more than one year
 8 
(1,055,635)
(7,322)

Net liabilities
  
(987,941)
(1,057,083)


Capital and reserves
  

Called up share capital 
 9 
100
100

Profit and loss account
  
(988,041)
(1,057,183)

Total equity
  
(987,941)
(1,057,083)


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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





Mr D Davidoff
Director

Date: 22 August 2024

The notes on pages 11 to 18 form part of these financial statements.

- 9 -

 
AQUA SECURITY SOFTWARE UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024


Called up share capital
Share based payment reserve
Profit and loss account
Total equity

£
£
£
£


At 1 February 2022
100
-
(275,802)
(275,702)


Comprehensive income for the year

Loss for the year
-
-
(781,381)
(781,381)
Total comprehensive income for the period
-
-
(781,381)
(781,381)

Share options granted
-
206,183
-
206,183

Share options reclassification
-
(206,183)
-
(206,183)



At 1 February 2023
100
-
(1,057,183)
(1,057,083)


Comprehensive loss for the year

Profit for the year
-
-
69,142
69,142
Total comprehensive loss for the year
-
-
69,142
69,142


At 31 January 2024
100
-
(988,041)
(987,941)


The notes on pages 11 to 18 form part of these financial statements.

- 10 -

 
AQUA SECURITY SOFTWARE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

1.


General information

Aqua Security Software UK Limited (no. 11762376) is a private company limited by shares incorporated in England and Wales. Its registered office is 30 Old Bailey, London, United Kingdom, EC4M 7AU.
The principal activity of the Company is primarily being engaged in providing sales and marketing services.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The Company's functional currency is USD. The Company's presentation currency for regulatory purposes is Pound Sterling. The financial statements are rounded to the nearest pound.

The following principal accounting policies have been applied:

 
2.2

Going concern

The financial statements have been prepared on the going concern basis which assumes that the Company will continue in operational existence for the foreseeable future. This assessment has been made due to confirmation of continued support from the Company’s parent company.

 
2.3

Foreign currency translation

Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

- 11 -

 
AQUA SECURITY SOFTWARE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Interest income

Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

 
2.6

Finance costs

Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.7

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

- 12 -

 
AQUA SECURITY SOFTWARE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.8

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.9

Taxation

Tax is recognised in the Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

- 13 -

 
AQUA SECURITY SOFTWARE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Computer equipment
-
33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.11

Debtors: amounts falling due within one year

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.12

Cash at bank

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

  
2.13

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.14

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties.

- 14 -

 
AQUA SECURITY SOFTWARE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

3.


Other operating income

2024
2023
£
£

Other operating income
3,369,178
3,262,144


Other operating income of £3,369,178 (2023: £3,262,144) relates to intercompany revenue transfer pricing.


4.


Employees

The average monthly number of employees, including directors, during the year was 37 (2023: 42).


5.


Tangible fixed assets





Computer equipment

£



Cost


At 1 February 2023
65,846


Additions
11,080



At 31 January 2024

76,926



Depreciation


At 1 February 2023
28,238


Charge for the year
22,674



At 31 January 2024

50,912



Net book value



At 31 January 2024
26,014



At 31 January 2023
37,608

- 15 -

 
AQUA SECURITY SOFTWARE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

6.


Debtors: amounts falling due within one year

2024
2023
£
£


Trade debtors
2,396,959
261,883

Amounts owed by group undertakings
1,709,668
23

Other debtors
73,703
5,439

Prepayments and accrued income
105,914
29,372

4,286,244
296,717


Amounts owed by group undertakings are unsecured, interest free and repayable on demand.


7.


Creditors: amounts falling due within one year

2024
2023
£
£

Trade creditors
193,929
42,451

Amounts owed to group undertakings
551,736
117,503

Other taxation and social security
580,062
350,513

Accruals and deferred income
4,939,500
2,317,810

6,265,227
2,828,277


Amounts owed to group undertakings are unsecured, interest free and repayable on demand.


8.


Creditors: amounts falling due after more than one year

2024
2023
£
£

Accruals and deferred income
1,055,635
7,322



9.


Called up share capital

2024
2023
£
£
Allotted, called up and fully paid



100 (2023: 100) ordinary shares of £1 each
100
100

The ordinary shares entitle the holder of each to full voting right and no right to fixed income and capital.

- 16 -

 
AQUA SECURITY SOFTWARE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

10.


Share-based payments

On April 5, 2016, The Board of Aqua Security Software Ltd  (the “Parent Company”) adopted the 2015 Option Plan (the “Plan”). The Plan provides grant options to purchase ordinary shares of the Parent Company to the Company employees.
The Parent Company accounts for share-based payment in accordance with ASC 718, Compensation - Stock Compensation, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based payment awards made to employees on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in The Company's statement of operations. The Company account for forfeitures as they occur. 
The following table summarizes stock option activity for the year ended 31 January 2024 for the Parent Company:

Weighted average exercise price (pence)
2024
$
Number
2024
Weighted average exercise price
(pence)
2023
$
Number
2023

Outstanding at 1 February 2022 and at 1 February 2023

0.52

1,586,737

0.44
 
1,635,081
 
Granted during the year

0.70

586,850

0.91
 
370,550
 
Exercised during the year

0.41

(75,125)

0.82
 
(50,833)
 
Expired and forfeited during the year

0.66

(234,407)

0.50
 
(368,061)
 
Outstanding at the end of the year
0.56

1,864,055

0.52
 
1,586,737
 

- 17 -

 
AQUA SECURITY SOFTWARE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

10.Share-based payments (continued)


Exercisable at 31 January 2023


0.40

608,903
 
Exercisable at 31 January 2024


0.45

854,605
 


The fair value for the Parent Company's stock options granted to employees and directors was estimated using a Black-Scholes option-pricing model with the following weighted average assumptions:
 
2024
2023
£
£
Risk-free interest rate

3.84%

2.77%
 
Expected term (in years)

6.1 years

6.1 years
 
Volatility

58.38%

70.53%
 


11.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. Contributions totaling £18,646 (2023: £31,300) were payable to the fund at the balance sheet date and are included in creditors.


12.


Related party transactions

The Company has taken advantage of the exemption in FRS 102, section 33, from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company.


13.


Post balance sheet events

There have been no significant events affecting the Company since the year end.


14.


Parent company and controlling party

The immediate and ultimate parent entity for Aqua Security Software UK Ltd is Aqua Security Software Ltd, a company registered in Israel, registered address 40 Tuval St. Sapir Tower, 35th floor, Ramat Gan, Israel, 5252247.
The smallest and largest group of undertakings, for which group accounts for the year ended 31 January 2023 have been drawn up, is that headed by Aqua Security Software Ltd. Copies of the group accounts can be obtained from the registered office, 40 Tuval St. Sapir Tower, 35th floor, Ramat Gan, Israel, 5252247.

- 18 -