Company Registration No. SC154934 (Scotland)
API SOFTWARE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
API SOFTWARE LIMITED
COMPANY INFORMATION
Directors
G McHarg
K Bain
A Davison
K Slatford
J Roche
C Livesey
T Rampton
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
Directors' responsibilities statement
6
Independent auditor's report
7 - 10
Group profit and loss account
11
Group statement of comprehensive income
12
Group balance sheet
13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 35
API SOFTWARE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
- 1 -

The directors present the strategic report for the year ended 31 January 2026.

Fair review of the business

The group provides 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, and growing operations in North America.

The group'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 group 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.

Review of financial performance of the business in the year is detailed below in the context of Key Performance Indicators.

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 continue to see growing demand for the group’s financial control and regulatory reporting solutions. In addition, the rapid growth in global e-payments is driving an unprecedented volume and complexity of transactions for payments providers to manage, and they need to invest in their operational systems and controls to maintain and develop their competitive position.

The group 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, and Reconciliations.

Business Strategy

The business strategy is to continue to grow in the group’s chosen markets of Investment and Capital Markets, 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, the Financial Conduct Authority (“FCA”) in the UK recently launched the new CASS 15 rules for safeguarding which tightens regulations for payments and e-money firms on segregating customer funds and the need to perform daily reconciliations and manage annual CASS audits.

Furthermore, the Securities and Exchange Commission (“SEC”) in the US, 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 in 2027.

Such fundamental change requires these companies to materially transform their operational processes and technology, and at the same time, AI is creating a lot of activity as companies evaluate how they can also leverage AI in their business practices and operational processes.

To address these challenges, the group has been investing in AI-enabling the platform in advance of customers moving from evaluating AI into real projects and has recently launched its new Agentic AI and generative reconciliation tools that drive efficiencies in a wide variety of simple and complex operational processes. This presents new opportunity in existing and additional customer projects, where we can bring these capabilities to bear alongside our existing value.

API SOFTWARE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 2 -

Our investors, Scottish Equity Partners (“SEP”), a leading growth equity investor with a long and extensive experience of supporting software companies, share the group’s vision for the future and fully support the continued investment in the market opportunity.

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 group 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 group’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.

Retention and wellbeing of our employees

The group 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 group’s ability to do business, particularly in the short term and could result in significant financial loss. The group successfully passed its ISO27001, ISO9001, SOC1 Type 2 and SOC2 Type 2 re-certification audits, as part of the group’s ongoing investment in ensuring we have the necessary information and cyber security controls in place to provide customers with the highest levels of confidence.

Key performance indicators

The trading results of the group are set out on page 11.

The results show an increase in total revenue for the year of 34% to £28.0m (2025: £20.9m), due to the group’s continued track record of delivering strong top-line growth on multi-year ARR contracts from both new customer wins and existing customer expansions. The latter, being testimony to the importance of the group’s software solutions to its customers, and to the value they continue to generate. Underlying this performance, revenue for the US business increased by 107% to £2.9m in the year, as a result of the ongoing investments in business development and growing customer base in the region.

The group returned to sustained profitability with an operating profit before exceptional costs of £0.9m (2025: loss of £1.1m) and generated operating cash inflows of £3.5m (2025: £2.9m), because of the revenue growth outlined above.

The group balance sheet on page 13 shows that at the year end, the group had net liabilities of £6.0m (2025 - £4.3m net liabilities). Of these liabilities, £14.3m (2025: £11.1m) relates to deferred income from contracted ARR not yet recognised, which represents cash received in advance of revenue recognition and therefore does not reflect external borrowings or overdue obligations. As such, the reported net liability position is significantly influenced by accounting treatment rather than underlying liquidity concerns.

The group statement of cash flows on page 17 shows that the group had £6.9m in cash (2025: £4.1m).

API SOFTWARE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 3 -
Future developments

The group continues to see a significant demand within the financial services sector for regulatory reporting solutions and therefore expects ARR growth rates and cash generation to remain consistently strong into the future.

The group is committed to its ongoing investments in headcount and business development activities to support the growth and development of the software platform. This investment in the product roadmap will support new regulations across the financial services industry, such as the safeguarding of client funds, and in the continued development its new Agentic AI and generative reconciliation tools.

With £6.9m in cash (2025: £4.1m) reserves the group will have sufficient cash reserves to sustain the business and positive cash generation outlined above.

This report was approved and signed on behalf of the board of directors.

K Bain
Director
8 July 2026
API SOFTWARE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
- 4 -

The directors present their annual report and financial statements for the year ended 31 January 2026.

Principal activities

The principal activity of the group is 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 11 and page 13.

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
K Slatford
J Roche
C Livesey
T Rampton
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Financial instruments

The group's financial risk management objectives, policies and exposure to financial risks are not considered material for the assessment of the group's assets, liabilities, financial position or result for the year and, as such, no further disclosure is considered necessary.

Research and development

In order to meet growing demand, the group remains committed to ongoing research and development activities focused on innovating software solutions and product offerings. The group has continued to invest in these areas during the current financial year.

Future developments

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the 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.

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 group'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 auditor of the group is aware of that information.

API SOFTWARE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 5 -
On behalf of the board
K Bain
Director
8 July 2026
API SOFTWARE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2026
- 6 -

The directors are responsible for preparing the Annual 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 group and company, and of the profit or loss of the group 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 group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

API SOFTWARE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF API SOFTWARE LIMITED
- 7 -
Opinion

We have audited the financial statements of API Software Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026 which comprise the Group profit and loss account, Group statement of comprehensive Income, Group balance sheet, Company balance sheet, Group statement of changes in equity, Company statement of changes in equity, Group 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 F inancial R eporting S tandard 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 group's and of the parent company's affairs as at 31 January 2026 and of the group's 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.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group or parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the Annual report and financial statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Annual report and financial statements. 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.

API SOFTWARE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF API SOFTWARE LIMITED
- 8 -

Opinions on other matters prescribed by the Companies Act 2006

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

- T he information given in the S trategic R eport and the D irectors' R eport 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.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report and the directors' r eport.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- The parent company 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' r esponsibilities s tatement set out on page 6, 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 group's and parent 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 group or parent 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 statement s.

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.

API SOFTWARE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF API SOFTWARE LIMITED
- 9 -
Extent to which the audit is 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 the group and the parent 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:

- Companies Act 2006;

- General data protection legislation;

- UK T ax legislation; and

- UK Generally Accepted Accounting Practice.

We gained an understanding of how the group and the parent 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 board meeting minutes.

We assessed the susceptibility of the group's and parent company's 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:

- Management override of controls.

- Revenue recognition.

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 group's and parent 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 group's and parent company's compliance with the Companies Act 2006; and

- Agreement of the financial statement disclosures to supporting documentation.

API SOFTWARE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF API SOFTWARE LIMITED
- 10 -

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.

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Jane Ferguson (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
8 July 2026
Chartered Accountants
Statutory Auditor
227 West George Street
Glasgow
G2 2ND
API SOFTWARE LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JANUARY 2026
- 11 -
2026
2025
Notes
£
£
Turnover
3
28,002,836
20,864,211
Cost of sales
(9,315,446)
(6,344,817)
Gross profit
18,687,390
14,519,394
Administrative expenses
(17,739,310)
(15,660,562)
Exceptional costs
4
(1,929,973)
(142,997)
Operating loss
5
(981,893)
(1,284,165)
Interest receivable and similar income
9
38,826
80,574
Interest payable and similar expenses
10
(281,402)
(283,289)
Loss before taxation
(1,224,469)
(1,486,880)
Tax on loss
11
(12,985)
212,404
Loss for the financial year
24
(1,237,454)
(1,274,476)
Loss for the financial year is all attributable to the owners of the parent company.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

API SOFTWARE LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2026
- 12 -
2026
2025
£
£
Loss for the year
(1,237,454)
(1,274,476)
Other comprehensive income
Currency translation differences
(341,380)
(3,746)
Total comprehensive expenditure for the year
(1,578,834)
(1,278,222)
Total comprehensive expenditure for the year is all attributable to the owners of the parent company.
API SOFTWARE LIMITED
GROUP BALANCE SHEET
AS AT 31 JANUARY 2026
31 January 2026
- 13 -
2026
2025
Notes
£
£
£
£
Fixed assets
Intangible assets
12
30,797
34,721
Tangible assets
13
334,226
294,837
365,023
329,558
Current assets
Debtors
16
8,725,562
8,016,178
Cash at bank and in hand
6,910,234
4,143,481
15,635,796
12,159,659
Creditors: amounts falling due within one year
17
(21,761,406)
(14,449,169)
Net current liabilities
(6,125,610)
(2,289,510)
Total assets less current liabilities
(5,760,587)
(1,959,952)
Creditors: amounts falling due after more than one year
18
(141,886)
(2,363,688)
Net liabilities
(5,902,473)
(4,323,640)
Capital and reserves
Called up share capital
22
105
104
Share premium account
23
399,945
399,945
Profit and loss reserves
24
(6,302,523)
(4,723,689)
Total equity
(5,902,473)
(4,323,640)
The financial statements were approved by the board of directors and authorised for issue on 8 July 2026 and are signed on its behalf by:
08 July 2026
K Bain
Director
API SOFTWARE LIMITED
COMPANY BALANCE SHEET
AS AT 31 JANUARY 2026
31 January 2026
- 14 -
2026
2025
Notes
£
£
£
£
Fixed assets
Intangible assets
12
30,797
34,721
Tangible assets
13
331,564
294,837
Investments
14
1
1
362,362
329,559
Current assets
Debtors
16
9,271,602
7,511,890
Cash at bank and in hand
6,498,042
4,060,403
15,769,644
11,572,293
Creditors: amounts falling due within one year
17
(21,254,948)
(13,596,892)
Net current liabilities
(5,485,304)
(2,024,599)
Total assets less current liabilities
(5,122,942)
(1,695,040)
Creditors: amounts falling due after more than one year
18
(141,886)
(2,363,688)
Net liabilities
(5,264,828)
(4,058,728)
Capital and reserves
Called up share capital
22
105
104
Share premium account
23
399,945
399,945
Profit and loss reserves
24
(5,664,878)
(4,458,777)
Total equity
(5,264,828)
(4,058,728)

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £1,206,101 (2025 - £1,013,310 loss).

The financial statements were approved by the board of directors and authorised for issue on 8 July 2026 and are signed on its behalf by:
08 July 2026
K Bain
Director
Company Registration No. SC154934
API SOFTWARE LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026
- 15 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 February 2024
104
399,945
1
(3,445,468)
(3,045,418)
Year ended 31 January 2025:
Loss for the year
-
-
-
(1,274,476)
(1,274,476)
Other comprehensive income:
Currency translation differences
-
-
-
(3,746)
(3,746)
Total comprehensive income for the year
-
-
-
(1,278,222)
(1,278,222)
Issue of share capital
22
3
-
0
-
-
3
Redemption of shares
22
(3)
-
(1)
1
(3)
Balance at 31 January 2025
104
399,945
-
0
(4,723,689)
(4,323,640)
Year ended 31 January 2026:
Loss for the year
-
-
-
(1,237,454)
(1,237,454)
Other comprehensive income:
Currency translation differences
-
-
-
(341,380)
(341,380)
Total comprehensive income for the year
-
-
-
(1,578,834)
(1,578,834)
Issue of share capital
22
1
-
0
-
-
1
Balance at 31 January 2026
105
399,945
-
0
(6,302,523)
(5,902,473)
API SOFTWARE LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026
- 16 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 February 2024
104
399,945
1
(3,445,468)
(3,045,418)
Year ended 31 January 2025:
Loss and total comprehensive income for the year
-
-
-
(1,013,310)
(1,013,310)
Issue of share capital
22
3
-
0
-
-
3
Redemption of shares
22
(3)
-
(1)
1
(3)
Balance at 31 January 2025
104
399,945
-
0
(4,458,777)
(4,058,728)
Year ended 31 January 2026:
Loss and total comprehensive income for the year
-
-
-
(1,206,101)
(1,206,101)
Issue of share capital
22
1
-
0
-
-
1
Balance at 31 January 2026
105
399,945
-
0
(5,664,878)
(5,264,828)
API SOFTWARE LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2026
- 17 -
2026
2025
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
28
3,553,361
2,890,344
Interest paid
(281,402)
(254,025)
Income taxes refunded
201,793
258,240
Net cash inflow from operating activities
3,473,752
2,894,559
Investing activities
Purchase of intangible assets
(17,348)
(44,099)
Proceeds on disposal of intangibles
526
-
Purchase of tangible fixed assets
(208,959)
(223,157)
Interest received
38,826
80,574
Net cash used in investing activities
(186,955)
(186,682)
Financing activities
Proceeds from issue of shares
-
3
Redemption of shares
-
0
(3)
Repayment of bank loans
(466,667)
(350,000)
Payment of finance leases obligations
-
(47,722)
Net cash used in financing activities
(466,667)
(397,722)
Net increase in cash and cash equivalents
2,820,130
2,310,155
Cash and cash equivalents at beginning of year
4,143,481
1,833,326
Effect of foreign exchange rates
(53,377)
-
0
Cash and cash equivalents at end of year
6,910,234
4,143,481
API SOFTWARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
- 18 -
1
Accounting policies
Company information

API Software Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is The Garment Factory, 10 Montrose Street, Glasgow, G1 1RE.

The group consists of API Software Limited and all of its subsidiaries.

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 a mounts 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 is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company API Software Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 January 2026. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

API SOFTWARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 19 -
1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future.

The current year results show an operating profit before exceptional costs of £0.9m (2025: loss of £1.1m), operating cash inflows of £3.5m (2025: £2.9m), and the net current liabilities position of £5.6m (2025 - £2.0m) includes deferred income of £14.2m (2025 - £9.9m) from contracted Annual Recurring Revenue not yet recognised. This represents cash received in advance of revenue recognition and therefore does not reflect external borrowings or overdue obligations. As such, the reported net liability position is significantly influenced by accounting treatment rather than underlying liquidity concerns.

The directors have confidence that the group and parent company have 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 2028. The group and parent company expect to continue with sustainable profitability before expectational costs and positive cash generation in the financial years to 31 January 2027 and 31 January 2028.

Based on the above factors, the directors are satisfied that it remains appropriate for the group and parent company to prepare their financial statements on a going concern basis. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of 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.

1.5
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.

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
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

API SOFTWARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 20 -

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
1.7
Fixed asset investments

I n the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. These investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the profit and loss account,

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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 group 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.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand.

1.10
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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.

API SOFTWARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 21 -
Basic financial assets

Basic financial assets, other than investments, are initially measured at transaction price (including transaction costs) and subsequently held at amortised cost, less any impairment.

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 group 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 group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities are initially measured at transaction price (after deducting transaction costs) and subsequently held at amortised cost.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the parent 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 parent company.

1.12
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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

API SOFTWARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
Accounting policies
(Continued)
- 22 -
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 if, and only if, there is 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.

1.13
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.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss 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 lease d asset are consumed.

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 the profit and loss account.

The financial statements of overseas subsidiary undertakings are translated at the rate of exchange ruling at the balance sheet date. The exchange difference arising on the retranslation of opening net assets is taken to reserves through other comprehensive income. The income and expenditure of foreign operations are translated at an average rate for the period where this rate approximates to the foreign exchange rates ruling at the dates of the transactions. Exchange differences arising from this translation of foreign operations are taken to reserves through other comprehensive income.

1.17

Exceptional items

Exceptional items comprise costs which the directors consider material (either by their nature or amount) to the profit and loss account and where separate disclosure is necessary for an appropriate understanding of the group's financial performance.

API SOFTWARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 23 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

Deferred tax asset recognition

The company has recognised a deferred tax asset in respect of certain losses which are available for offset against the company's future trading profits. In assessing the extent of losses on which a deferred tax asset is recognised, the directors consider the probability and likelihood of being able to utilise losses in the shorter term where they are able to forecast with more certainty.

Details of the deferred tax asset recognised and gross losses available for future offset are outlined at note 20.

3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2026
2025
£
£
Turnover analysed by class of business
Licenses and services
28,002,836
20,864,211
2026
2025
£
£
Turnover analysed by geographical market
UK
21,776,201
17,080,177
USA
2,900,483
1,400,248
Rest of World
1,144,380
618,853
Europe
2,181,772
1,764,933
28,002,836
20,864,211
4
Exceptional costs
2026
2025
£
£
Expenditure
Exceptional costs
1,929,973
142,997

In 2026, a s a result of one-off corporate development activities, exceptional costs of £1,929,973 were incurred. The 2025 exceptional costs relate to restructuring costs.

API SOFTWARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 24 -
5
Operating loss
2026
2025
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange differences
183,634
(8,615)
Research and development costs
-
1,071,521
Depreciation of owned tangible fixed assets
169,570
208,589
Amortisation of intangible assets
20,746
43,725
Operating lease charges
458,306
388,589
6
Auditor's remuneration
2026
2025
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
31,500
29,950
API SOFTWARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 25 -
7
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2026
2025
2026
2025
Number
Number
Number
Number
Client Services and Delivery
72
52
72
52
Sales and Marketing
28
33
28
33
Product Development
53
46
53
46
General and Administrative
27
30
27
30
Total
180
161
180
161

Their aggregate remuneration comprised:

Group
Company
2026
2025
2026
2025
£
£
£
£
Wages and salaries
13,867,216
11,765,776
13,397,162
11,765,776
Social security costs
1,917,722
1,455,810
1,917,722
1,455,810
Pension costs
429,233
355,112
429,233
355,112
16,214,171
13,576,698
15,744,117
13,576,698
8
Directors' remuneration
2026
2025
£
£
Remuneration for qualifying services
812,919
766,990
Company pension contributions to defined contribution schemes
8,142
8,094
821,061
775,084

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2025 - 2).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2026
2025
£
£
Remuneration for qualifying services
394,562
394,936
API SOFTWARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 26 -
9
Interest receivable and similar income
2026
2025
£
£
Interest income
Interest on bank deposits
38,826
80,574
10
Interest payable and similar expenses
2026
2025
£
£
Interest on bank overdrafts and loans
274,248
274,248
Interest on finance leases and hire purchase contracts
7,154
9,041
Total finance costs
281,402
283,289
11
Taxation
2026
2025
£
£
Current tax
Benefit arising from a previously unrecognised tax loss or credit
(155,520)
(199,303)
Tax relating to prior year adjustments recognised in profit or loss
(2,490)
-
0
Total current tax
(158,010)
(199,303)
Deferred tax
Origination and reversal of timing differences
171,382
(13,101)
Adjustment in respect of prior periods
(387)
-
0
Total deferred tax
170,995
(13,101)
Total tax charge/(credit)
12,985
(212,404)
API SOFTWARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
11
Taxation
(Continued)
- 27 -

The actual charge/(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:

2026
2025
£
£
Loss before taxation
(1,224,469)
(1,486,880)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2025: 25.00%)
(306,117)
(371,720)
Tax effect of expenses that are not deductible in determining taxable profit
422,038
27,098
Tax effect of utilisation of tax losses not previously recognised
-
0
498,257
Change in unrecognised deferred tax assets
-
0
59,913
Research and development tax credit
(155,520)
(429,679)
Other permanent differences
3,458
218
Under/(over) provided in prior years
(387)
-
0
Fixed asset differences
1,513
3,509
Research and development expenditure credits
48,000
-
0
Taxation charge/(credit)
12,985
(212,404)
API SOFTWARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 28 -
12
Intangible fixed assets
Group
Software
£
Cost
At 1 February 2025
185,967
Additions
17,348
Disposals
(553)
At 31 January 2026
202,762
Amortisation and impairment
At 1 February 2025
151,246
Amortisation charged for the year
20,746
Disposals
(27)
At 31 January 2026
171,965
Carrying amount
At 31 January 2026
30,797
At 31 January 2025
34,721
Company
Software
£
Cost
At 1 February 2025
185,967
Additions
17,348
Disposals
(553)
At 31 January 2026
202,762
Amortisation and impairment
At 1 February 2025
151,246
Amortisation charged for the year
20,746
Disposals
(27)
At 31 January 2026
171,965
Carrying amount
At 31 January 2026
30,797
At 31 January 2025
34,721
API SOFTWARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 29 -
13
Tangible fixed assets
Group
Leasehold improvements
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
£
Cost
At 1 February 2025
646,926
268,875
489,566
1,405,367
Additions
21,085
7,159
180,715
208,959
At 31 January 2026
668,011
276,034
670,281
1,614,326
Depreciation and impairment
At 1 February 2025
596,361
210,035
304,134
1,110,530
Depreciation charged in the year
15,172
20,794
133,604
169,570
At 31 January 2026
611,533
230,829
437,738
1,280,100
Carrying amount
At 31 January 2026
56,478
45,205
232,543
334,226
At 31 January 2025
50,565
58,840
185,432
294,837
Company
Leasehold improvements
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
£
Cost
At 1 February 2025
646,926
268,875
489,566
1,405,367
Additions
21,085
7,159
177,645
205,889
At 31 January 2026
668,011
276,034
667,211
1,611,256
Depreciation and impairment
At 1 February 2025
596,361
210,035
304,134
1,110,530
Depreciation charged in the year
15,172
20,794
133,196
169,162
At 31 January 2026
611,533
230,829
437,330
1,279,692
Carrying amount
At 31 January 2026
56,478
45,205
229,881
331,564
At 31 January 2025
50,565
58,840
185,432
294,837
API SOFTWARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 30 -
14
Fixed asset investments
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
1
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 February 2025 and 31 January 2026
1
Carrying amount
At 31 January 2026
1
At 31 January 2025
1
15
Subsidiaries

Details of the company's subsidiaries at 31 January 2026 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
API Software Inc
405 Lexington Avenue, Floors 1, 7, 8 and 9, New York City, New York, 10174, United States of America
Ordinary
100.00
API SOFTWARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 31 -
16
Debtors
Group
Company
2026
2025
2026
2025
Amounts falling due within one year:
£
£
£
£
Trade debtors
6,639,499
5,726,570
6,298,037
5,070,108
Corporation tax recoverable
155,520
199,303
155,520
199,303
Amounts owed by group undertakings
-
0
-
0
1,088,175
373,023
Other debtors
287,533
224,643
286,687
223,791
Prepayments and accrued income
968,379
1,020,036
768,552
800,039
8,050,931
7,170,552
8,596,971
6,666,264
Deferred tax asset (note 20)
150,000
200,000
150,000
200,000
8,200,931
7,370,552
8,746,971
6,866,264
Amounts falling due after more than one year:
Deferred tax asset (note 20)
524,631
645,626
524,631
645,626
Total debtors
8,725,562
8,016,178
9,271,602
7,511,890
17
Creditors: amounts falling due within one year
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Bank loans
19
1,183,333
466,667
1,183,333
466,667
Trade creditors
933,315
801,375
916,724
721,173
Amounts owed to group undertakings
-
0
-
0
575,763
-
0
Other taxation and social security
1,254,069
932,740
1,254,069
919,517
Accruals
4,202,359
2,321,454
4,053,946
2,188,982
7,573,076
4,522,236
7,983,835
4,296,339
Deferred income
14,188,330
9,926,933
13,271,113
9,300,553
21,761,406
14,449,169
21,254,948
13,596,892
18
Creditors: amounts falling due after more than one year
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Bank loans
19
-
0
1,183,333
-
0
1,183,333
Deferred income
141,886
1,180,355
141,886
1,180,355
141,886
2,363,688
141,886
2,363,688
API SOFTWARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 32 -
19
Loans and overdrafts
Group
Company
2026
2025
2026
2025
£
£
£
£
Bank loans
1,183,333
1,650,000
1,183,333
1,650,000
Payable within one year
1,183,333
466,667
1,183,333
466,667
Payable after one year
-
0
1,183,333
-
0
1,183,333

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.

20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Assets
Assets
2026
2025
Group
£
£
Accelerated capital allowances
(81,782)
(74,953)
Tax losses
663,444
901,514
Short term timing differences
92,969
19,065
674,631
845,626
Assets
Assets
2026
2025
Company
£
£
Accelerated capital allowances
(81,782)
(74,953)
Tax losses
663,444
901,514
Short term timing differences
92,969
19,065
674,631
845,626
Group
Company
2026
2026
Movements in the year:
£
£
Asset at 1 February 2025
(845,626)
(845,626)
Charge to profit or loss
170,995
170,995
Asset at 31 January 2026
(674,631)
(674,631)
API SOFTWARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
20
Deferred taxation
(Continued)
- 33 -

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 ended 31 January 2027. As such, the deferred tax asset set out above is expected to reverse starting in that year and then in subsequent years.

21
Retirement benefit schemes
2026
2025
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
429,233
355,112

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

22
Share capital
Group and company
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.01p each
150,028
150,028
15
15
A Ordinary shares of 0.01p each
141,378
131,878
14
13
291,406
281,906
29
28
2026
2025
2026
2025
Preference share capital
Number
Number
£
£
Issued and fully paid
A Preferred shares of 0.01p each
761,968
761,968
76
76
Preference shares classified as equity
76
76
Total equity share capital
105
104

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 4 March 2025, 2,000 A ordinary shares were issued at par value of £0.0001 each for a total consideration of £1.57.

Between 29 April 2025 and 1 May 2025, 10,000 A ordinary shares were issued at par value of £0.0001 each for a total consideration of £6.41.

On 8 July 2025, 2,500 A ordinary shares were purchased for cancellation at par value of £0.0001 each for a total consideration of £0.25.

API SOFTWARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 34 -
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 group.

25
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2026
2025
2026
2025
£
£
£
£
Within one year
461,375
450,736
461,375
450,736
Between two and five years
890,412
1,370,968
890,412
1,370,968
1,351,787
1,821,704
1,351,787
1,821,704
26
Related party transactions

During the year monitoring fees were incurred from Scottish Equity Partners, totalling £20,000 (2025 - £20,000).

The company has taken advantage of the exemption available under paragraph 33.1A of Financial Reporting Standard 102 not to disclose transactions with any wholly owned subsidiary undertaking within the group.

27
Controlling party

The company is controlled by Sep V LP, which has its registered office at 17 Blythswood Square, Glasgow, Scotland, G2 4AD.

API SOFTWARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 35 -
28
Cash generated from group operations
2026
2025
£
£
Loss for the year after tax
(1,237,454)
(1,274,476)
Adjustments for:
Taxation charged/(credited)
12,985
(212,404)
Finance costs
281,402
283,289
Investment income
(38,826)
(80,574)
Amortisation and impairment of intangible assets
20,746
43,725
Depreciation and impairment of tangible fixed assets
169,570
208,589
Foreign exchange gains on cash equivalents
(288,003)
-
Movements in working capital:
(Increase)/decrease in debtors
(924,161)
1,213,094
Increase in creditors
5,557,102
2,709,101
Cash generated from operations
3,553,361
2,890,344
29
Analysis of changes in net funds - group
1 February 2025
Cash flows
Exchange rate movements
31 January 2026
£
£
£
£
Cash at bank and in hand
4,143,481
2,820,130
(53,377)
6,910,234
Borrowings excluding overdrafts
(1,650,000)
466,667
-
(1,183,333)
2,493,481
3,286,797
(53,377)
5,726,901
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