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Registered number: NI620807










Shopkeep.com Ltd










Annual Report and Financial Statements

For the Period Ended 31 March 2024

 
Shopkeep.com Ltd
 

Company Information


Directors
Dax Dasilva 
Brandon Nussey (resigned 1 May 2023)
Patrick Pichette 




Registered number
NI620807



Registered office
Fifth Floor
40 Linenhall Street

Belfast

BT2 8BA




Independent auditors
Sumer Auditco NI Limited
Statutory Auditors

Glendinning House

6 Murray Street

Belfast

BT1 6DN





 
Shopkeep.com Ltd
 

Contents



Page
Strategic Report
 
 
1
Directors' Report
 
 
2 - 3
Independent Auditors' Report
 
 
4 - 6
Statement of Income and Retained Earnings
 
 
7
Balance Sheet
 
 
8 - 9
Statement of Changes in Equity
 
 
10
Statement of Cash Flows
 
 
11
Analysis of Net Debt
 
 
12
Notes to the Financial Statements
 
 
13 - 23


 
Shopkeep.com Ltd
 

Strategic Report
For the Period Ended 31 March 2024

Introduction
 
This strategic report compares the key financial and operational variations of the Company between the twelve months ended 31 March 2024 and the twelve months ended 31 March 2023. 

Business review
 
Revenue from transfer pricing for the twelve months ended 31 March 2024 increased by £0.18m or 1.9% compared to the twelve months ended 31 March 2023. The increase was primarily attributed to the increase of the expenses that have been recharged to the different entities of the Lightspeed Commerce Inc. (“Lightspeed”) group through transfer pricing.
The administrative expenses for the twelve months ended 31 March 2024 increased by £0.34m or 3.7% compared to the twelve months ended 31 March 2023. 

Principal risks and uncertainties
 
Please refer to the risk factors identified in the most recent Management's Discussion and Analysis of Financial Condition and Results of Operations of Lightspeed, the parent company of the Company, and under "Risk Factors" in Lightspeed’s most recent Annual Information Form, and in its other filings with the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission, all of which are available under Lightspeed’s profiles on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov.

Financial key performance indicators
 
The directors consider turnover and profit before tax to be the main measures of financial performance. There has been an increase in turnover in the year to £9,812,399 from £9,633,766 in 2023. Operating profit increased from £575,835 to £618,683.


This report was approved by the board on 25 March 2025 and signed on its behalf.



Dax Dasilva
Director

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Page 1

 
Shopkeep.com Ltd
 

 
Directors' Report
For the Period Ended 31 March 2024

The directors present their report and the financial statements for the period ended 31 March 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 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 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the period, after taxation, amounted to £271,530 (2023: £171,596).

No dividends were declared or paid during the year (2023: £nil)

Directors

The directors who served during the period were:

Dax Dasilva 
Brandon Nussey (resigned 1 May 2023)
Patrick Pichette 

Future developments

The directors consider that both the results for the year and prospects are satisfactory and that current level of performance can be maintained.

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Page 2

 
Shopkeep.com Ltd
 

 
Directors' Report (continued)
For the Period Ended 31 March 2024

Disclosure of information to auditors

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

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

Post balance sheet events

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

Auditors

The auditorsSumer Auditco NI Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 25 March 2025 and signed on its behalf.
 





Dax Dasilva
Director

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Page 3

 
Shopkeep.com Ltd
 

 
Independent Auditors' Report to the Members of Shopkeep.com Ltd
 

Opinion


We have audited the financial statements of Shopkeep.com Ltd (the 'Company') for the period ended 31 March 2024, which comprise the Statement of Income and Retained Earnings, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 March 2024 and of its profit for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


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.


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Page 4

 
Shopkeep.com Ltd
 

 
Independent Auditors' Report to the Members of Shopkeep.com Ltd (continued)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Directors' Report for the financial period 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.


Matters on which we are required to report by exception
 

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.


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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.


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Page 5

 
Shopkeep.com Ltd
 

 
Independent Auditors' Report to the Members of Shopkeep.com Ltd (continued)


Auditors' 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 Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: revenue recognition and management override of controls. We discussed these risks with client management, designed audit procedures to test the timing of revenue, tested a sample of journals to confirm they were appropriate and reviewed areas of judgment for indicators of management bias to address these risks.


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 Auditors' Report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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 Auditors' 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.





Adrian Patton (Senior Statutory Auditor)
  
for and on behalf of
Sumer Auditco NI Limited
 
Statutory Auditors
  
Glendinning House
6 Murray Street
Belfast
BT1 6DN

25 March 2025
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Page 6

 
Shopkeep.com Ltd
 

Statement of Income and Retained Earnings
For the Period Ended 31 March 2024

2024
2023
Note
£
£

  

Turnover
  
9,812,400
9,633,766

Gross profit
  
9,812,400
9,633,766

Administrative expenses
  
(9,396,574)
(9,057,931)

Other operating income
  
202,857
-

Operating profit
  
618,683
575,835

Tax on profit
 9 
(347,153)
(404,239)

Profit after tax
  
271,530
171,596

  

  

Retained earnings at the beginning of the period
  
2,617,549
2,445,953

  
2,617,549
2,445,953

Profit for the period
  
271,530
171,596

Retained earnings at the end of the period
  
2,889,079
2,617,549
The notes on pages 13 to 23 form part of these financial statements.

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Page 7

 
Shopkeep.com Ltd
Registered number: NI620807

Balance Sheet
As at 31 March 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 10 
124,171
107,856

  
124,171
107,856

Current assets
  

Debtors: amounts falling due within one year
 11 
19,329,803
9,488,020

Cash at bank and in hand
 12 
186,702
495,563

  
19,516,505
9,983,583

Creditors: amounts falling due within one year
 13 
(12,625,391)
(7,454,288)

Net current assets
  
 
 
6,891,114
 
 
2,529,295

Total assets less current liabilities
  
7,015,285
2,637,151

Provisions for liabilities
  

Deferred tax
 14 
(25,540)
(19,601)

  
 
 
(25,540)
 
 
(19,601)

Net assets
  
6,989,745
2,617,550


Capital and reserves
  

Called up share capital 
 15 
1
1

Share-based payment reserve
 17 
4,100,665
-

Profit and loss account
  
2,889,079
2,617,549

  
6,989,745
2,617,550


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Page 8

 
Shopkeep.com Ltd
Registered number: NI620807

Balance Sheet (continued)
As at 31 March 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 March 2025.




Dax Dasilva
Director

The notes on pages 13 to 23 form part of these financial statements.

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Page 9

 
Shopkeep.com Ltd
 

Statement of Changes in Equity
For the Period Ended 31 March 2024


Called up share capital
Other reserves
Profit and loss account
Total equity

£
£
£
£


At 1 April 2022
1
-
2,445,953
2,445,954


Comprehensive income for the year

Profit for the year
-
-
171,596
171,596
Total comprehensive income for the year
-
-
171,596
171,596


Total transactions with owners
-
-
-
-



At 1 April 2023
1
-
2,617,549
2,617,550


Comprehensive income for the period

Profit for the period
-
-
271,530
271,530
Total comprehensive income for the period
-
-
271,530
271,530


Contributions by and distributions to owners

Current year expense
-
1,318,750
-
1,318,750

Prior year expenses
-
2,781,915
-
2,781,915


Total transactions with owners
-
4,100,665
-
4,100,665


At 31 March 2024
1
4,100,665
2,889,079
6,989,745


The notes on pages 13 to 23 form part of these financial statements.

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Page 10

 
Shopkeep.com Ltd
 

Statement of Cash Flows
For the Period Ended 31 March 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial period
271,530
171,596

Adjustments for:

Depreciation of tangible assets
27,570
48,294

Loss on disposal of tangible assets
159
6,704

Taxation charge
347,153
404,239

(Increase) in debtors
(6,651)
(54,671)

(Increase) in amounts owed by groups
(9,473,563)
(5,053,407)

Increase in creditors
231,009
11,306

Increase in amounts owed to groups
5,583,206
4,830,913

Corporation tax (paid)/received
(1,345,894)
-

Net cash generated from operating activities

(4,365,481)
364,974


Cash flows from investing activities

Purchase of tangible fixed assets
(54,728)
(12,742)

Sale of tangible fixed assets
10,683
-

Net cash from investing activities

(44,045)
(12,742)

Cash flows from financing activities

Transfer to reserves
4,100,665
-

Net cash used in financing activities
4,100,665
-

Net (decrease)/increase in cash and cash equivalents
(308,861)
352,232

Cash and cash equivalents at beginning of period
495,563
143,331

Cash and cash equivalents at the end of period
186,702
495,563


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
186,702
495,563

186,702
495,563


The notes on pages 13 to 23 form part of these financial statements.

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Page 11

 
Shopkeep.com Ltd
 

Analysis of Net Debt
For the Period Ended 31 March 2024




At 1 April 2023
Cash flows
At 31 March 2024
£

£

£

Cash at bank and in hand

495,563

(308,861)

186,702


495,563
(308,861)
186,702

The notes on pages 13 to 23 form part of these financial statements.

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Page 12

 
Shopkeep.com Ltd
 

 
Notes to the Financial Statements
For the Period Ended 31 March 2024

1.


General information

Shopkeep.com Ltd is a private company limited by shares incorporated in Northern Ireland. The registration number and address of the registered office are given in the company information section of these financial statements.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with 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:

 
2.2

Going concern

The Directors of Shopkeep.com Ltd have reviewed the resources available and after considering the support available from the parent company believe that the company has adequate resources to continue in existence for the foreseeable future.
Accordingly, Shopkeep.com Ltd continues to adopt the going concern basis in preparing the financial
statements.

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

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Page 13

 
Shopkeep.com Ltd
 

 
Notes to the Financial Statements
For the Period Ended 31 March 2024

2.Accounting policies (continued)

 
2.4

Revenue

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

Rendering of services

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

 
2.5

Share-based payments

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

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Page 14

 
Shopkeep.com Ltd
 

 
Notes to the Financial Statements
For the Period Ended 31 March 2024

2.Accounting policies (continued)

 
2.6

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

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

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


 
2.7

Tangible fixed assets

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

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:

Leasehold improvements
-
10 - 15% Straight Line
Fixtures and fittings
-
20% Straight Line
Computer equipment
-
33.33% Straight Line

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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Page 15

 
Shopkeep.com Ltd
 

 
Notes to the Financial Statements
For the Period Ended 31 March 2024

2.Accounting policies (continued)

 
2.8

Debtors

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

 
2.9

Creditors

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

 
2.10

Financial instruments

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors 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 instrument is 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 creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

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Page 16

 
Shopkeep.com Ltd
 

 
Notes to the Financial Statements
For the Period Ended 31 March 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the process of applying the company’s accounting policies, management has not made any significant judgements. There are no key assumptions concerning the future or other key sources of estimation, that have significant risk of raising a material adjustment to the carrying amounts of assets and liabilities within the financial year. 


4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Subscriptions
17,182
21,860

Transfer Pricing Revenue
9,795,218
9,611,906

9,812,400
9,633,766



5.


Other operating income

2024
2023
£
£

RDEC
202,857
-

202,857
-



6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Exchange differences
206,235
(163,409)

Other operating lease rentals
174,045
191,381

Share-based payment
1,318,750
1,772,464

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Page 17

 
Shopkeep.com Ltd
 

 
Notes to the Financial Statements
For the Period Ended 31 March 2024

7.


Auditors' remuneration

During the period, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
10,500
9,750


8.


Employees

Staff costs were as follows:


2024
2023
£
£

Wages and salaries
5,994,323
5,442,633

5,994,323
5,442,633


The average monthly number of employees, including the directors, during the period was as follows:


        2024
        2023
            No.
            No.







Employees
126
123

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Page 18

 
Shopkeep.com Ltd
 

 
Notes to the Financial Statements
For the Period Ended 31 March 2024

9.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
341,214
412,252


341,214
412,252


Total current tax
341,214
412,252

Deferred tax


Origination and reversal of timing differences
5,939
(8,013)

Total deferred tax
5,939
(8,013)


Tax on profit
347,153
404,239

Factors affecting tax charge for the period/year

The tax assessed for the period/year is the same as (2023 - the same as) the standard rate of corporation tax in the UK of 25% (2023 - 19%) as set out below:

2024
2023
£
£


Profit on ordinary activities before tax
618,683
575,835


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
154,671
109,409

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
190,829
296,870

Capital allowances for period/year in excess of depreciation
(4,286)
5,973

Deferred Tax
5,939
(8,013)

Total tax charge for the period/year
347,153
404,239

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Page 19

 
Shopkeep.com Ltd
 

 
Notes to the Financial Statements
For the Period Ended 31 March 2024

10.


Tangible fixed assets





Leasehold Improvements
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 April 2023
177,306
101,442
237,670
516,418


Additions
2,365
37,138
15,225
54,728


Disposals
(10,683)
(191)
-
(10,874)



At 31 March 2024

168,988
138,389
252,895
560,272



Depreciation


At 1 April 2023
91,136
79,757
237,670
408,563


Charge for the period on owned assets
17,165
8,517
1,888
27,570


Disposals
-
(32)
-
(32)



At 31 March 2024

108,301
88,242
239,558
436,101



Net book value



At 31 March 2024
60,687
50,147
13,337
124,171



At 31 March 2023
86,171
21,685
-
107,856

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Page 20

 
Shopkeep.com Ltd
 

 
Notes to the Financial Statements
For the Period Ended 31 March 2024

11.


Debtors

2024
2023
£
£


Trade debtors
25,500
8,479

Amounts owed by group undertakings
18,800,753
9,327,190

Other debtors
118,956
123,363

Prepayments and accrued income
23,024
28,988

Tax recoverable
361,570
-

19,329,803
9,488,020



12.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
186,702
495,563

186,702
495,563



13.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
14,030
13,265

Amounts owed to group undertakings
12,179,706
6,596,500

Corporation tax
-
643,110

Other taxation and social security
35,647
39,473

Other creditors
11,042
441

Accruals and deferred income
384,966
161,499

12,625,391
7,454,288


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Page 21

 
Shopkeep.com Ltd
 

 
Notes to the Financial Statements
For the Period Ended 31 March 2024

14.


Deferred taxation




2024


£






At beginning of year
(19,600)


Charged to profit or loss
(5,939)



At end of year
(25,539)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(25,539)
(19,600)

(25,539)
(19,600)


15.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



1 (2023 - 1) Ordinary share of £1.00
1
1



16.


Reserves

Share-based payment reserve

The company operates an equity based share option scheme. The fair value determined at the grant date's expenses on a straight line basis over the vesting period, with a corresponding adjustment made to equity.

Profit and loss account

The balance includes all prior and current periods retained profits and losses.

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Page 22

 
Shopkeep.com Ltd
 

 
Notes to the Financial Statements
For the Period Ended 31 March 2024

17.


Share-based payments

The Company has a share option plan which is open to all employees of the Company at the discretion of the Board. Options are exercisable at a price no less than the market price (as contemplated under the plan) of the Company's shares on the date of the grant.
Should the options remain unexercised they lapse after 10 years from the grant date for the Shopkeep plan, and after 7 years from the grant date for Lightspeed awards under the Omnibus Plan. Under the Omnibus plan, Restricted share units (RSUs) vest over 3 years and must be released and settled before the end of the 3rd calendar year end from the date of grant. The options also lapse following the employee leaving the group and various other conditions set out in the plan rules.
 The company has claimed exemptions from disclosing the details around the options in place in full on the basis the disclosures are included in the immediate parent company’s financial statements.
The charge recognised in the profit and loss account is allocated on the basis of the share based payments charge for each individual employee of the UK entity to whom share options have been granted.


18.


Related party transactions

During the period, Shopkeep.com Ltd sold services to the value of £9,795,218 (2023: £9,611,906) to Lightspeed Commerce Inc. 


19.


Ultimate parent undertakings and controlling party

This company is wholly owned by Lightspeed Commerce Inc.


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Page 23