Company Registration No. SC154934 (Scotland)
API SOFTWARE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
API SOFTWARE LIMITED
COMPANY INFORMATION
Directors
G McHarg
K Bain
A Davison
K Slatford
J Roche
C Livesey
(Appointed 1 November 2023)
T Rampton
(Appointed 16 July 2024)
Secretary
Dentons Secretaries Limited
Company number
SC154934
Registered office
The Garment Factory
10 Montrose Street
Glasgow
G1 1RE
Auditor
Johnston Carmichael LLP
227 West George Street
Glasgow
G2 2ND
API SOFTWARE LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 9
Profit and loss account
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 28
API SOFTWARE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2024
- 1 -
The directors present the strategic report for the year ended 31 January 2024.
Fair review of the business
The company has continued to provide financial control, regulatory reporting, and data management software to the financial services sector in the UK, Europe, and North America from its headquarters in the UK.
The company's AutoRek software automates the high-volume reconciliation of transactions, exception management and data analysis workflows, delivering operational efficiency and improved governance of financial and regulatory risk.
Our 100+ global customer base includes large global banks, insurers, investment platforms and next generation payment providers.
The company generates annual recurring revenues (“ARR”) from the provision of its software as a service (“SaaS”) platform and professional services from the implementation and configuration of the software solutions.
Business Environment
The drive for greater integrity, transparency and accountability within the global financial services sector has led to increased regulation of financial institutions and as a result we are seeing a growing demand for the company’s financial control and regulatory reporting solutions.
The company is committed to ongoing product development and innovation to meet this demand and our platform, solutions and subject matter experts continue to be recognised by the industry across RegTech, Compliance, CASS and Reconciliations.
Business Strategy
The business strategy is to continue to grow in the company’s chosen markets of Asset Management, Insurance, Banking and Payments, within the global financial services market.
Increased scrutiny from the regulators is continually driving the need for firms to review, consolidate and potentially update their technology to ensure they remain compliant. For example, in the US, the Securities and Exchange Commission (“SEC”) have recently shortened the standard settlement cycle for most broker-dealer securities transactions from two business days following the trade date (“T+2”) to one business day (“T+1”), with implications for how broker-dealers, investment advisers and clearing agencies process institutional trades – with the UK set to follow suit. Such fundamental change requires these companies to materially transform their operations processes and technology and offers significant opportunity for the AutoRek platform.
By way of another example, global regulators in the Payments Industry continue to drive payment systems interoperability as part of their push to enhance Cross Border Payments; allowing banks and other payment services providers (“PSPs”) to transact directly. The Federal Reserve recently launched the FedNow Service, a new instant payment service that would enable consumers and businesses to settle payments nearly instantaneously through deposit accounts with banks that maintain a master account at a Federal Reserve Bank. The company has partnered with the US Federal Reserve to offer firms several instant payment services including data management, automated real-time reconciliations, management information, accurate and transparent reporting, and automated workflows.
The company continues to invest in accelerating its product roadmap to address these market opportunities including the further expansion of its offering internationally, and the extension of its market reach and influence through extending its partnership model by targeting other large global technology and service providers that further enhance the company’s customer value proposition.
Our investors, Scottish Equity Partners (“SEP”), a leading growth equity investor with a long and extensive experience of supporting software companies, share the company’s vision for the future and fully support the continued investment in the market opportunity.
API SOFTWARE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 2 -
Principal risks and uncertainties
The board has performed an assessment of the principal risks and uncertainties that could threaten the business, including strategy, financial results, future performance, solvency, or liquidity. The items listed below represent the principal risks and uncertainties, as well as the mitigation steps taken to safeguard against materialised risks.
Software development and service delivery failures
The company operates in the software development sector which is highly innovative and subject to change. This risk is mitigated by the recruitment of staff with the relevant competencies and experience, as well as continually developing the product’s technical architecture and feature-set, in a secure, robust, and scalable manner.
Issues or failures with our software delivery could lead to failed implementations, project delays, early termination, and contractual claims, all of which could adversely impact the company’s revenues, earnings, and reputation. To mitigate this, we operate a clear methodology to align customer expectations from the outset, manage projects effectively and minimise issues or delays. Where necessary, we invest time and resource to rectify any errors and minimise contractual, commercial, and reputational risks. As a result, we successfully completed all scheduled projects in the year.
Retention and wellbeing of our employees
The company continues to monitor and support the wellbeing of our staff. Staff retention was high in the year, and we are continually reviewing our policies and processes to ensure our staff remain highly engaged and productive.
Data and cyber risks
A significant data loss, security breach or cyber-attack could significantly threaten the company’s ability to do business, particularly in the short term, and could result in significant financial loss.
The company successfully passed its ISO27001 and ISO9001 re-certification audits, together with its first SOC2 Type 2 audit, as part of the company’s ongoing investment in ensuring we have the necessary information security management controls in place to provide customers with the highest levels of confidence.
Key performance indicators
The trading results of the company are set out on page 10. The results show an increase of 21% in total revenue for the year to £16.05m (2023: £13.25m).
Annual Recurring Revenue (“ARR”) the key performance indicator of the business, increased by 29%, sustaining the company’s track record of delivering strong top-line growth on multi-year contracts through securing both new customer wins and existing customer expansions. The latter, being testimony to the importance of the company’s AutoRek software solutions to its customers, and to the value they continue to receive.
The loss for the financial year of £2.8m (2023: £1.7m) reflects the ongoing investments in headcount and business development activities to support the growth in ARR and development of the software platform. This investment in the product roadmap will support new regulations across the financial services industry, such as payments and e-money safeguarding of client funds. As noted below, the company expects to return to sustainable profitability in 2025.
The balance sheet on page 11 shows that at the year end, the company had net liabilities of £3.0m (2023 - £0.3m net liabilities). Of these liabilities, £9m relates to Deferred Income (2023: £5m) from contracted ARR not yet recognised.
API SOFTWARE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 3 -
Future developments
The company continues to see a significant demand within the financial services sector for regulatory reporting solutions, with many firms already implementing the company’s cloud-based SaaS platform through 2024 and therefore expect ARR growth rates to remain strong into the future.
The board believes the company is well positioned for growth and will continue to make investments in both refreshing the core product and technology platform as well as strengthening our talent pool of employees across the business to meet the needs of our loyal customers. As such, the company does not expect to be profitable for the full year to 31 January 2025, however, the company expects to return to positive cash generation and sustainable profitability in 2025.
The company agreed a new 4-year Financing Facility for £3m in July 2023, to support these investments as required. To date, the company has drawn down £2m of the facility and does not expect to utilise the remaining £1m of the facility as it will have sufficient cash reserves to reach profitability and positive cash generation in 2025.
This report was approved and signed on behalf of the board of directors.
K Bain
Director
4 September 2024
API SOFTWARE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2024
- 4 -
The directors present their annual report and financial statements for the year ended 31 January 2024.
Principal activities
The principal activity of the company continued to be the development of financial control, regulatory reporting and data management software to the financial services sector in the UK, Europe, Middle East, Asia and North America.
Results and dividends
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
No preference dividends were paid.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
G McHarg
K Bain
A Davison
A Conroy
(Resigned 29 February 2024)
K Slatford
J Roche
C Livesey
(Appointed 1 November 2023)
T Rampton
(Appointed 16 July 2024)
Future developments
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments.
Auditor
The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
API SOFTWARE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 5 -
Statement of directors' responsibilities
The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
K Bain
Director
4 September 2024
API SOFTWARE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF API SOFTWARE LIMITED
- 6 -
Opinion
We have audited the financial statements of API Software Limited (‘the company’) for the year ended 31 January 2024, which comprise the profit and loss account, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
Give a true and fair view of the state of the company's affairs as at 31 January 2024 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.
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 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
API SOFTWARE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF API SOFTWARE LIMITED
- 7 -
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
Adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
The financial statements are not in agreement with the accounting records and returns; or
Certain disclosures of 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 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor 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.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
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 assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
We obtained an understanding of the legal and regulatory frameworks that are applicable to company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:
API SOFTWARE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF API SOFTWARE LIMITED
- 8 -
Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)
We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies and board meeting minutes.
We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. We identified a heightened fraud risk in relation to:
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:
Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;
Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;
Performing audit procedures over revenue recognition, testing sales from contractual agreements to the accounting system and ensuring year-end sales cut-off has been appropriately applied;
Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing judgements made by management in their calculation of accounting estimates for potential management bias;
Completion of appropriate checklists and use of our experience to assess the company's compliance with the Companies Act 2006; and
Agreement of the financial statement disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that 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 intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
API SOFTWARE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF API SOFTWARE LIMITED
- 9 -
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.
Christopher Wilkie (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
4 September 2024
Chartered Accountants
Statutory Auditor
227 West George Street
Glasgow
G2 2ND
API SOFTWARE LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JANUARY 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
16,051,508
13,252,726
Cost of sales
(5,209,864)
(4,829,629)
Gross profit
10,841,644
8,423,097
Administrative expenses
(13,927,451)
(10,740,544)
Other operating income
6,368
Exceptional costs
4
(378,027)
Operating loss
5
(3,457,466)
(2,317,447)
Interest receivable and similar income
8
19,427
2,691
Interest payable and similar expenses
9
(166,888)
(27,525)
Loss before taxation
(3,604,927)
(2,342,281)
Tax on loss
10
845,500
673,762
Loss for the financial year
(2,759,427)
(1,668,519)
Total comprehensive expenditure for the year
(2,759,427)
(1,668,519)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
API SOFTWARE LIMITED
BALANCE SHEET
AS AT 31 JANUARY 2024
31 January 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
11
40,385
85,685
Tangible assets
12
280,269
479,949
Investments
13
1
1
320,655
565,635
Current assets
Debtors
15
9,275,108
6,167,650
Cash at bank and in hand
1,833,326
1,063,081
11,108,434
7,230,731
Creditors: amounts falling due within one year
16
(10,604,507)
(8,034,531)
Net current assets/(liabilities)
503,927
(803,800)
Total assets less current liabilities
824,582
(238,165)
Creditors: amounts falling due after more than one year
17
(3,870,000)
(47,831)
Net liabilities
(3,045,418)
(285,996)
Capital and reserves
Called up share capital
22
104
99
Share premium account
23
399,945
399,945
Capital redemption reserve
1
Profit and loss reserves
24
(3,445,468)
(686,040)
Total equity
(3,045,418)
(285,996)
The financial statements were approved by the board of directors and authorised for issue on 4 September 2024 and are signed on its behalf by:
K Bain
Director
Company Registration No. SC154934
API SOFTWARE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024
- 12 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 February 2022
98
399,945
982,479
1,382,522
Year ended 31 January 2023:
Loss and total comprehensive expense for the year
-
-
-
(1,668,519)
(1,668,519)
Issue of share capital
22
1
-
-
1
Balance at 31 January 2023
99
399,945
(686,040)
(285,996)
Year ended 31 January 2024:
Loss and total comprehensive expense for the year
-
-
-
(2,759,427)
(2,759,427)
Issue of share capital
22
6
-
-
6
Redemption of shares
22
(1)
1
(1)
(1)
Balance at 31 January 2024
104
399,945
1
(3,445,468)
(3,045,418)
API SOFTWARE LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
28
(958,150)
(1,584,275)
Interest paid
(126,258)
(27,525)
Income taxes refunded
324,888
342,590
Net cash outflow from operating activities
(759,520)
(1,269,210)
Investing activities
Purchase of intangible assets
(3,663)
(15,719)
Purchase of tangible fixed assets
(86,076)
(243,327)
Interest received
19,427
2,691
Net cash used in investing activities
(70,312)
(256,355)
Financing activities
Proceeds from issue of shares
6
1
Redemption of shares
(1)
Proceeds from borrowings
273,833
Repayment of borrowings
(273,833)
Proceeds from bank loans
2,000,000
Payment of finance leases obligations
(126,095)
(155,467)
Net cash generated from financing activities
1,600,077
118,367
Net increase/(decrease) in cash and cash equivalents
770,245
(1,407,198)
Cash and cash equivalents at beginning of year
1,063,081
2,470,279
Cash and cash equivalents at end of year
1,833,326
1,063,081
API SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
- 14 -
1
Accounting policies
Company information
API Software Limited is a private company limited by shares incorporated in Scotland. The registered office is The Garment Factory, 10 Montrose Street, Glasgow, G1 1RE.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.true
The current year results show a loss for the financial year of £2.8 million (2023 – £1.7 million loss) and a net current assets position of £0.5 million as at 31 January 2024 (2023 - £0.8 million net current liabilities). The directors have confidence that the company has sufficient cash reserves and forecasted resources to continue to trade for at least 12 months from the date of the authorisation of these financial statements.
In making this assessment, the directors have prepared detailed cash flow projections through to January 2026. The company expects to return positive cash generation in the year to 31 January 2025 and to sustainable profitability in the financial year to 31 January 2026. Furthermore, a four-year £3 million loan facility was obtained in July 2023, which further strengthened the company's cash position. To date, the company has drawn down £2m of the facility and does not expect to utilise the remaining £1m of the facility.
Based on the above factors, the directors are satisfied that it remains appropriate for the company to prepare its financial statements on a going concern basis. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of discounts, VAT and other sales related taxes.
Revenue allocable to subscriptions (hosted and non-hosted), customer support and maintenance is recognised on a straight line basis over the terms of the contract. Revenue not recognised in the profit and loss account under this policy is classified as deferred income in the balance sheet.
Sale of implementation services is recognised in the period the service is rendered to the customer.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired by the business relate to IT Software including software subscriptions. These assets are recognised at the acquisition date when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity.
API SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 15 -
Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Software
33% straight line
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
20% Straight Line
Fixtures, fittings & equipment
20% Straight Line
Computer equipment
33% Straight Line
1.6
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the profit and loss account.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the profit and loss account.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand.
API SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 16 -
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the profit and loss account.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the profit and loss account.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including certain creditors and bank loans, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
API SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 17 -
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
API SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 18 -
1.14
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the asset's fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
1.15
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
Government grants are recognised in accordance with the performance model. A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:
Useful lives of tangible fixed assets
The directors must estimate the recoverable amounts and useful life of the company's tangible fixed assets. The directors estimate a suitable rate of depreciation and apply this to the carrying value of the company's tangible fixed assets over their useful lives. The net book value of tangible fixed assets at 31 January 2024 was £280,269 (2023 - £479,949).
API SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 19 -
3
Turnover and other revenue
An analysis of the company's turnover is as follows:
2024
2023
£
£
Turnover analysed by class of business
Licenses and services
16,051,508
13,252,726
2024
2023
£
£
Turnover analysed by geographical market
UK
14,130,632
11,400,107
USA
842,391
1,001,796
Rest of World
696,954
671,847
Europe
381,531
178,976
16,051,508
13,252,726
2024
2023
£
£
Other significant revenue
Interest income
19,427
2,691
Grants received
6,368
-
4
Exceptional costs
2024
2023
£
£
Expenditure
Exceptional restructuring costs
378,027
-
As a result of restructuring during the year, exceptional costs of £378,027 were incurred by the company.
5
Operating loss
2024
2023
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
20,991
(136,269)
Government grants
(6,368)
-
Fees payable to the company's auditor for the audit of the company's financial statements
19,750
16,000
Depreciation of owned tangible fixed assets
285,756
309,944
Amortisation of intangible assets
48,963
47,369
Operating lease charges
363,766
265,564
API SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 20 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Client Services and Delivery
48
48
Sales and Marketing
36
29
Product Development
45
44
General and Administrative
26
16
Total
155
137
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
10,354,219
8,301,083
Social security costs
1,132,385
985,289
Pension costs
331,356
264,433
11,817,960
9,550,805
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
603,886
521,500
Company pension contributions to defined contribution schemes
14,394
14,429
618,280
535,929
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 2).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
213,485
200,068
Company pension contributions to defined contribution schemes
7,647
8,003
API SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 21 -
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
19,427
2,691
Investment income includes the following:
Interest on financial assets not measured at fair value through profit or loss
19,427
2,691
9
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
158,041
-
Other finance costs:
Interest on finance leases and hire purchase contracts
8,847
27,525
166,888
27,525
10
Taxation
2024
2023
£
£
Current tax
Adjustments in respect of prior periods
(14,678)
Benefit arising from a previously unrecognised tax loss or credit
(258,240)
(322,982)
Total current tax
(258,240)
(337,660)
Deferred tax
Origination and reversal of timing differences
(584,696)
(334,479)
Adjustment in respect of prior periods
(2,564)
(1,623)
Total deferred tax
(587,260)
(336,102)
Total tax credit
(845,500)
(673,762)
API SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
10
Taxation
(Continued)
- 22 -
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(3,604,927)
(2,342,281)
Expected tax credit based on the standard rate of corporation tax in the UK of 24.03% (2023: 19.00%)
(866,269)
(445,033)
Tax effect of expenses that are not deductible in determining taxable profit
12,369
12,592
Tax effect of utilisation of tax losses not previously recognised
563,948
423,217
Adjustments in respect of prior years
(2,564)
(14,678)
Research and development tax credit
(531,928)
(562,192)
Other permanent differences
920
3,076
Fixed asset differences
707
(13,073)
Deferred tax rate changes
(22,683)
(81,208)
Other differences
3,537
Taxation credit for the year
(845,500)
(673,762)
11
Intangible fixed assets
Software
£
Cost
At 1 February 2023
189,327
Additions - internally developed
3,663
Disposals
(2,874)
At 31 January 2024
190,116
Amortisation and impairment
At 1 February 2023
103,642
Amortisation charged for the year
48,963
Disposals
(2,874)
At 31 January 2024
149,731
Carrying amount
At 31 January 2024
40,385
At 31 January 2023
85,685
API SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 23 -
12
Tangible fixed assets
Leasehold improvements
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
£
Cost
At 1 February 2023
615,742
239,610
294,951
1,150,303
Additions
559
858
84,659
86,076
Disposals
(54,169)
(54,169)
At 31 January 2024
616,301
240,468
325,441
1,182,210
Depreciation and impairment
At 1 February 2023
436,724
134,748
98,882
670,354
Depreciation charged in the year
112,829
45,466
127,461
285,756
Eliminated in respect of disposals
(54,169)
(54,169)
At 31 January 2024
549,553
180,214
172,174
901,941
Carrying amount
At 31 January 2024
66,748
60,254
153,267
280,269
At 31 January 2023
179,018
104,862
196,069
479,949
13
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
14
1
1
14
Subsidiaries
Details of the company's subsidiaries at 31 January 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
API Software Inc
See below
Ordinary
100.00
API Software Inc has its registered office in Delaware, USA.
API SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 24 -
15
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
7,336,216
4,584,877
Corporation tax recoverable
258,240
322,982
Other debtors
251,880
508,631
Prepayments
596,247
503,989
8,442,583
5,920,479
2024
2023
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 20)
832,525
247,171
Total debtors
9,275,108
6,167,650
16
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Bank loans and overdrafts
18
350,000
Obligations under finance leases
19
47,722
125,986
Other borrowings
18
273,833
Trade creditors
575,694
601,073
Amounts due to group undertakings
1
1
Other taxation and social security
1,468,221
1,142,629
Accruals
1,361,764
890,024
3,803,402
3,033,546
Deferred income
6,801,105
5,000,985
10,604,507
8,034,531
17
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Bank loans and overdrafts
18
1,650,000
Obligations under finance leases
19
47,831
Deferred income
2,220,000
3,870,000
47,831
API SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
17
Creditors: amounts falling due after more than one year
(Continued)
- 25 -
Amounts included in bank loans and overdrafts is a four-year loan facility obtained in July 2023 with security over all property, assets and undertakings being held by the provider.
Amounts under finance leases are secured on the assets to which they relate.
18
Loans and overdrafts
2024
2023
£
£
Bank loans
2,000,000
Other loans
273,833
2,000,000
273,833
Payable within one year
350,000
273,833
Payable after one year
1,650,000
Amounts included in bank loans is a four-year loan facility obtained in July 2023 with security over all property, assets and undertakings being held by the provider.
The £273,833 other loans at 31 January 2023 were unsecured and repayable within one year. These amounts were fully repaid in the year.
19
Finance lease obligations
2024
2023
Future minimum lease payments due under finance leases:
£
£
Within one year
47,722
134,942
In two to five years
49,792
47,722
184,734
Less: future finance charges
(10,917)
47,722
173,817
Finance lease payments represent rentals payable by the company for certain items of leasehold improvements, fixtures, fittings and equipment. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 1 year. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
API SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 26 -
20
Deferred taxation
The following are the major deferred tax assets and liabilities recognised by the company and movements thereon:
Assets
Assets
2024
2023
Balances:
£
£
Accelerated capital allowances
(72,221)
(96,944)
Tax losses
897,519
344,115
Short term timing differences
7,227
-
832,525
247,171
2024
Movements in the year:
£
Asset at 1 February 2023
(247,171)
Credit to profit or loss
(585,354)
Asset at 31 January 2024
(832,525)
The above deferred tax asset relates to carried forward tax losses and has been recognised on the basis that the company is expected to return to profitability in the year ending 31 January 2026. As such, the deferred tax asset set out above is not expected to reverse until this time.
21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
331,356
264,433
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
22
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.01p each
240,069
240,069
24
24
A ordinary shares of 0.01p each
129,140
78,000
13
8
369,209
318,069
37
32
API SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
22
Share capital
(Continued)
- 27 -
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
A Preferred shares of 0.01p each
671,927
671,927
67
67
Preference shares classified as equity
67
67
Total equity share capital
104
99
All share categories rank equally in respect of entitlement to vote and to receive dividends. A preferred shares rank in priority in entitlement to receive the proceeds of sale in the event of the sale of the business.
On 20 November 2023, 61,140 A ordinary shares were issued at par value of £0.0001 each for a total consideration of £1.
On 27 November 2023, 10,000 A ordinary shares at par value of £0.0001 were repurchased by the company for a total consideration of £1. These shares were subsequently cancelled on the same day.
23
Share premium account
The share premium represents the value paid for shares issued by the company in excess of their nominal value.
24
Profit and loss reserves
Profit and loss reserves represent cumulative losses incurred by the company.
25
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
323,496
262,920
Between two and five years
1,142,226
1,051,680
In over five years
50,480
555,385
1,516,202
1,869,985
API SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 28 -
26
Related party transactions
Transactions with related parties
During the year monitoring fees were incurred from Scottish Equity Partners, totalling £20,000 (2023 - £20,000).
27
Ultimate controlling party
The company is controlled by Sep V LP, which has its registered office at 17 Blythswood Square, Glasgow, Scotland, G2 4AD.
28
Cash absorbed by operations
2024
2023
£
£
Loss for the year after tax
(2,759,427)
(1,668,519)
Adjustments for:
Taxation credited
(845,500)
(673,762)
Finance costs
166,888
27,525
Investment income
(19,427)
(2,691)
Amortisation and impairment of intangible assets
48,963
47,369
Depreciation and impairment of tangible fixed assets
285,756
309,944
Movements in working capital:
Increase in debtors
(2,586,846)
(2,209,321)
Increase in creditors
4,751,443
2,585,180
Cash absorbed by operations
(958,150)
(1,584,275)
29
Analysis of changes in net funds/(debt)
1 February 2023
Cash flows
31 January 2024
£
£
£
Cash at bank and in hand
1,063,081
770,245
1,833,326
Borrowings excluding overdrafts
(273,833)
(1,726,167)
(2,000,000)
Obligations under finance leases
(173,817)
126,095
(47,722)
615,431
(829,827)
(214,396)
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