The directors present the strategic report for the year ended 31 January 2026.
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.
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).
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.
The directors present their annual report and financial statements for the year ended 31 January 2026.
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.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
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.
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.
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.
The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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 Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for 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
Opinions 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 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.
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 Tax 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.
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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,206,101 (2025 - £1,013,310 loss).
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.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
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.
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 group.
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.
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.
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.
In 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.
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.
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.
Basic financial assets, other than investments, are initially measured at transaction price (including transaction costs) and subsequently held at amortised cost, less any impairment.
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.
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.
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 are initially measured at transaction price (after deducting transaction costs) and subsequently held at amortised cost.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The tax expense represents the sum of the tax currently payable and deferred 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.
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.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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 leased asset are consumed.
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.
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.
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.
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.
An analysis of the group's turnover is as follows:
In 2026, as a result of one-off corporate development activities, exceptional costs of £1,929,973 were incurred. The 2025 exceptional costs relate to restructuring costs.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2025 - 2).
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:
Details of the company's subsidiaries at 31 January 2026 are as follows:
Amounts included in bank loans is a four-year loan facility obtained in July 2023 with security over all property, assets and undertakings being held by the provider.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
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.
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.
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.
The share premium represents the value paid for shares issued by the company in excess of their nominal value.
Profit and loss reserves represent cumulative losses incurred by the group.
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:
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.