Agilysys UK Ltd
Financial Statements
For the year ended 31 March 2024
Pages for Filing with Registrar
Company Registration No. 10221496 (England and Wales)
Agilysys UK Ltd
Contents
Page
Balance sheet
1
Notes to the financial statements
2 - 12
Agilysys UK Ltd
Balance Sheet
As at 31 March 2024
31 March 2024
Page 1
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
4
47,224
41,817
Investments
5
Current assets
Stock
106,838
61,590
Debtors
7
1,630,283
1,493,921
Cash at bank and in hand
1,786,123
1,322,434
3,523,244
2,877,945
Creditors: amounts falling due within one year
8
(3,381,919)
(2,932,651)
Net current assets/(liabilities)
141,325
(54,706)
Total assets less current liabilities
188,549
(12,889)
Provisions for liabilities
(20,211)
(20,211)
Net assets/(liabilities)
168,338
(33,100)
Capital and reserves
Called up share capital
11
1
1
Profit and loss reserves
168,337
(33,101)
Total equity
168,338
(33,100)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 27 March 2025 and are signed on its behalf by:
Mr K Badger
Director
Company Registration No. 10221496
Agilysys UK Ltd
Notes to the Financial Statements
For the year ended 31 March 2024
Page 2
1
Accounting policies
Company information
Agilysys UK Ltd is a private company limited by shares incorporated in England and Wales. The registered office is City Point, 16th Floor, One Ropemakers Street, London, EC2Y 9AW.
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 as applicable to companies subject to the small companies regime.
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.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
The company made a profit for the year of £201,438 (2023: £55,325) and at the balance sheet date had net assets of £168,338 (2023: net liabilities 33,100). The company has traded profitably since the year-end.
The company has been financed through inter-company debt provided by its parent company. The parent company has confirmed they will not seek repayment of the amount owed by Agilysys UK Limited to them of £1,418,751 (2023: 668,337) until such time as the company is able to repay it without compromising its ability to continue to trade and to meet its liabilities as they fall due. Furthermore, the parent company has confirmed they will continue to provide financial support, as required, for a period of at least twelve months from the date of signing of the financial statements, allowing the company to meet its liabilities as they become due during that period.
On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for IT consultancy services to external customers and consulting support to the parent company excluding value added tax or local taxes on sales, where applicable. Turnover is recognised in line with provision of these services.
The company recognises turnover when the amount can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the company's activities.
Turnover is only recognised when a valid agreement has been signed with the customer and acceptance has been obtained for the work performed.
Agilysys UK Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
Page 3
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
5 years straight line
Plant and equipment
5 - 10 years straight line
Computers
3 - 6 years straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
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.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
Agilysys UK Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
Page 4
1.6
Impairment of fixed assets
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 profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held at call with banks.
1.8
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 statement of financial position 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.
The company only has basic financial instruments measured at amortised cost, with no financial instruments classified as other or basic instruments measured at fair value.
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 unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
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.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.
1.9
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.
Agilysys UK Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
Page 5
1.10
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.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of fixed assets.
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.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Agilysys UK Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
Page 6
1.13
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes option model for stock option and SSAR grants subject only to a service conditions and Lattice option pricing model for SSAR grants subject to a market condition and restricted shares. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.14
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.
Agilysys UK Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
Page 7
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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Investment impairment
Investment in subsidiaries are initially measured at cost and annually reviewed for impairment. The value is assessed through review of the subsidiary accounts. There is a degree of judgement involved in concluding on the value of investment.
Provision for bad and doubtful debts
The company makes an estimate of the recoverable value of debtor amounts. When assessing recoverability, the directors consider factors including the ageing profile of loans and historical experience of repayments. A provision is made when there is significant uncertainty over the time or likelihood of the recoverability of debtors.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
18
16
Agilysys UK Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
Page 8
4
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 April 2023
51,960
97,229
149,189
Additions
22,693
11,801
34,494
Disposals
(13,899)
(13,899)
At 31 March 2024
74,653
95,131
169,784
Depreciation and impairment
At 1 April 2023
37,916
69,456
107,372
Depreciation charged in the year
10,392
18,695
29,087
Eliminated in respect of disposals
(13,899)
(13,899)
At 31 March 2024
48,308
74,252
122,560
Carrying amount
At 31 March 2024
26,345
20,879
47,224
At 31 March 2023
14,044
27,773
41,817
5
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
Movements in fixed asset investments
Shares in subsidiary
£
Cost or valuation
At 1 April 2023 & 31 March 2024
11,000
Impairment
At 1 April 2023 & 31 March 2024
11,000
Carrying amount
At 31 March 2024
-
At 31 March 2023
-
Agilysys UK Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
Page 9
6
Subsidiaries
Details of the company's subsidiaries at 31 March 2024 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Agilysys Solutions LLC
United Arab Emirates
Information technology consultancy
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Agilysys Solutions LLC
(581,592)
(452,676)
The investment in the subsidiary is stated at cost less impairment.
7
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
1,559,972
1,230,716
Other debtors
4,056
-
Prepayments and accrued income
66,255
263,205
1,630,283
1,493,921
8
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
56,992
322,210
Amounts owed to group undertakings
1,418,751
668,337
Corporation tax
147,166
3,877
Other taxation and social security
66,668
146,853
Other creditors
77,774
303,219
Accruals and deferred income
1,614,568
1,488,155
3,381,919
2,932,651
Agilysys UK Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
Page 10
9
Deferred taxation
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
20,211
20,211
10
Share-based payment transactions
The employees of the company are rewarded with stock options, non qualified stock options, SSARs and restricted shares under the parent company Agilysys Inc's shareholder-approved 2020 Stock Incentive Plan (the 2020 Plan).
For SSARs, the exercise price must be set at least equal to the closing market price of Agilysys Inc. common shares on the date of grant. The maximum term of SSARs is seven years from the date of grant. Restricted shares, whether time-vested or performance-based, may be issued at no cost or at a purchase price that may be below their fair market value, but are subject to forfeiture and restrictions on their sale or other transfer. Performance-based grants may be conditioned upon the attainment of specified performance objectives and other conditions, restrictions, and contingencies. Restricted shares have the right to receive dividends, if any, upon vesting, subject to the same forfeiture provisions that apply to the underlying grants.
The expense is recorded based on the fair value of the awards on the grant date. The fair value of restricted share grants subject only to a service condition is based on the closing price of the Agilysys Inc. common shares on the grant date. For stock option and SSAR grants subject only to a service condition, Agilysys Inc. estimate the fair value on the grant date using the Black-Scholes-Merton option pricing model with inputs including the closing market price at grant date, exercise price and assumptions regarding the risk-free interest rate, expected volatility of our common shares based on historical volatility, and expected term as estimated using the simplified method. The company use the simplified method for SSAR grants because it believes historical exercise data does not provide a reasonable basis upon which to estimate the expected term. For restricted shares, and SSAR grants subject to a market condition, they estimate the fair value on the grant date through a lattice option pricing model that utilizes a Monte Carlo analysis with inputs including the closing market price at the grant date, share price threshold, performance period term and assumptions regarding the risk-free interest rate and expected volatility of their common shares based on historical volatility. Inputs for SSAR grants subject to a market condition also include exercise price, remaining contractual term, and suboptimal exercise factor.
The company records compensation expense for restricted shares, and SSAR grants subject to a service condition using the graded vesting method. They record compensation expense for SSAR grants subject only to a market condition over the derived service period, which is an output of the lattice option pricing model.
During the financial year, an expense of £458,879 (2023: £Nil) was recharged by Agilysys Inc, to the UK company.
Agilysys UK Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
10
Share-based payment transactions
(Continued)
Page 11
Number of SSARs
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 April 2023
8,084
10,196
15.79
16.13
Exercised
(556)
(2,112)
15.86
16.19
Outstanding at 31 March 2024
7,528
8,084
15.78
16.11
Exercisable at 31 March 2024
7,528
8,084
15.78
16.11
The weighted average share price at the date of exercise for SSARs exercised during the year was £69 (2023 - £43).
The SSARs outstanding at 31 March 2024 had an exercise price ranging from £30.98 to £71.94, and a remaining contractual life of 1 - 2 years.
Number of RSAs
Weighted average grant date fair value
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 April 2023
5,684
3,238
35.80
32.58
Granted
2,382
2,982
71.97
40.18
Forfeited
(257)
-
50.56
Vested
(2,481)
(536)
35.11
32.83
Outstanding at 31 March 2024
5,328
5,684
51.59
36.54
Agilysys UK Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
Page 12
11
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
1
1
1
1
12
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Jonathan Seymour
Statutory Auditor:
Moore Kingston Smith LLP
13
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2024
2023
£
£
4,883
43,943
14
Related party transactions
The company has taken advantage of the exemption within FRS 102 not to disclose transactions with other members of the group.
15
Parent company
The parent company is Agilysys Inc, a company incorporated in the United States of America, Delaware.
Copies of the parent company's financial statements can be obtained from 3655 Brookside Parkway, Suite 300, Alpharetta, Georgia 30022.
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