Registered number:
FOR THE YEAR ENDED 31 JANUARY 2024
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XACTLY LIMITED
COMPANY INFORMATION
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XACTLY LIMITED
CONTENTS
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XACTLY LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2024
The director presents their strategic report for the period from 1 February 2023 to 31 January 2024.
The Company is a cost-plus entity of its parent company, whereby it provides its parent with sales, marketing, support, and other general and administrative services. Intercompany revenue from our parent is the Company's sole source of income and the Company is reliant on its parent for continuing operations. Our parent is a Software-as-a-Service (SaaS) company in the USA that provides cloud-based sales performance management (SPM) solutions.
The results for the period ended 31 January 2024 are set out in the Profit and Loss Account. Since the Company's largest expense is people costs, the revenues and net profits of the Company are closely correlated to changes in headcount. The Company's total revenue decreased 36.2% to £6,951,225 in the current period compared to £10,901,783 in the prior period, largely driven by a significant decrease in average headcount and related expenses during our fiscal 2024 year compared to the prior year. The reduction in force was a result of the Company optimizing its cost structure to accommodate the challenging economic landscape.
Given the Company is reliant on its parent for funding, there is liquidity risk should the parent be unable to fund the Company's ongoing operations. This risk is mitigated by the parent's strong cash position, earnings forecast, and ability to raise debt as needed.
The global economic environment can impact the operating performance of the Company and the market that it and the parent compete in. If the parent's sales and profitability suffer due to deteriorating economic conditions, the Company may be exposed to further reductions in force and expense optimization, which will lower its cost-plus revenues and profitability. The Company and its parent mitigate the impact of these external variables by competing in diverse geographies and industries. There is a risk that the parent may breach a debt covenant which could eliminate their ability to fund the Company. The parent mitigates the potential for this by diligently managing their business and forecasting future performance in relation to the debt covenants.
Given the cost-plus nature of the business, the Company's directors are of the opinion that analysis using KPI's is not necessary for an understanding of the development, performance or position of the business. Rather, the revenue and earnings of the Company’s parent are more relevant KPIs for the performance of the Company.
The Company and its parent monitor and retain sufficient cash balances to ensure there are enough funds available for its operations. As the Company is reliant on its parent for funding, all cash transfers are reviewed and approved by the parent to ensure liquidity is maintained. The parent is sufficiently funded to continue to provide adequate liquidity to the Company to meet its obligations over the next 12 months. The director wishes to draw attention to note 2.2 of these financial statements regarding the basis of preparation, noting that the Company has received confirmation of continued financial support for the foreseeable future from the parent company.
Page 1
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XACTLY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
The director has acted in a way they considered, in good faith, to be the most likely to promote the success of the Company for the benefit of its stakeholders. Section 172 requires the director to have regard amongst other matter to the:
a) Likely consequences of any decisions in the long-term b) Interests of the Company's employees c) Need to foster the Company's business relationships with suppliers, customers, and others d) Impact of the Company's operations on the community and the environment e) Desirability of the Company maintaining a reputation for high standards of business conduct, and f) Need to act fairly as between members of the Company Similar to many large organisations much of the group strategy is set at Corporate level. The Company delegates authority for day-to-day management to the Company executives. Management are responsible for overseeing the execution of the group strategy and adhering to policies set by the group. Senior executives hold meetings with the regional management team regularly to ensure feedback from employees, customers and our suppliers base are heard and reported back in a timely manner.
This report was approved by the board and signed on its behalf.
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XACTLY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2024
The directors present their report and the financial statements for the year ended 31 January 2024.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £248,725 (2023 - £321,484).
Dividends of £nil were paid during the year (2023: £nil).
The directors who served during the year were:
The Director expects the economic landscape to remain challenging in the near-term, which will place continued pressures on the Company to optimize its cost structure and potentially decrease its headcount. Nonetheless, there are no significant changes expected in the types of services that the Company provides to its parent.
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XACTLY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
As permitted by Section 414c(11) of the Companies Act 2006, the directors have elected not to disclose information required to be in the Directors' report by Schedule 7 of the 'Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008', in the Strategic report.
There have been no significant events affecting the Company since the year end.
The auditor, Nortons Assurance Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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XACTLY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF XACTLY LIMITED
We have audited the financial statements of Xactly Limited (the 'Company') for the year ended 31 January 2024, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 United Kingdom, including the Financial Reporting Council'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.
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.
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XACTLY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF XACTLY LIMITED (CONTINUED)
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.
In our opinion, based on the work undertaken in the course of the 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.
In the 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 Strategic Report or the Directors' Report.
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XACTLY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF XACTLY LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
The objectives of our audit, in respect to fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. Our approach was as follows:
∙We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework including the Companies Act 2006 and the relevant tax compliance regulations in the UK.
∙We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures.
∙We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by discussing with management to understand where it considered there was a susceptibility to fraud. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error.
∙Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraphs above. Our procedures involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, enquiries of Company management and focused testing. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards and UK legislation.
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.
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XACTLY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF XACTLY LIMITED (CONTINUED)
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.
for and on behalf of
Chartered Accountants and Statutory Auditor
Second Floor
NOW Building
Thames Valley Park
Berkshire
RG6 1RB
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XACTLY LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JANUARY 2024
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XACTLY LIMITED
REGISTERED NUMBER: 06628783
BALANCE SHEET
AS AT 31 JANUARY 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 26 form part of these financial statements.
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XACTLY LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024
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XACTLY LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2024
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XACTLY LIMITED
ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 JANUARY 2024
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XACTLY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
Xactly Limited is a company (the Company) incorporated in the United Kingdom under the Companies Act. The Company is a private company, limited by shares and is registered in England and Wales. The address of the Company's registered office is Suite 4, 7th Floor 50 Broadway, London, SW1H 0DB.
The principal activity of the Company in the year under review was that of providing sales and marketing services for its parent company under a services agreement.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The director has a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
The director of the Company has received confirmation of continued financial support for the foreseeable future from the parent company, Xactly Corporation.
Functional and presentation currency
Transactions and balances
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XACTLY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
2.Accounting policies (continued)
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.
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XACTLY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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.
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XACTLY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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XACTLY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to the accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Analysis of turnover by country of destination:
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XACTLY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
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XACTLY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
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XACTLY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
9.Taxation (continued)
In the Spring budget 2021, the UK Government announced that from 1 April 2023 the corporation tax would increase to 25% from the 19% rate that was previously enacted. This new law was enacted on 24 May 2021. For the financial year ended 31 January 2024, the current weighted average tax rate was 24.03%.
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XACTLY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
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XACTLY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
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XACTLY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
Profit and loss account
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XACTLY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
18.Share-based payments (continued)
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost represents the contributions payable by the company to the fund and amounted to £167,805 (2023: £196,015). Contributions totalling £22,263 (2023: £29,055) were payable to the fund at the year end and are included in creditors.
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XACTLY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
The Company's immediate parent company is Xactly Corporation, a company incorporated in the United States of America. The smallest undertaking for which group accounts that include the Company have been prepared is headed by Xactly Corporation. The registered address of Xactly Corporation is 505 S. Market St., San Jose, CA 95113, United States.
The ultimate parent company is Vista Equity Partners, a company incorporated in the United States of America. The registered office of Vista Equity Partners is 401 Congress Avenue, Suite 3100, Austin, TX 78701, United States. Vista Equity Partners are the largest group for which consolidated accounts are drawn up that include the Company. The directors do not consider any one individual to have ultimate control.
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