ACCOUNTS - Final Accounts preparation

ACCOUNTS - Final Accounts preparation


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Registered number: 09954425












BACK OFFICE TECHNOLOGY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021


BACK OFFICE TECHNOLOGY LIMITED

CONTENTS



Page
Company Information
 
1
Strategic Report
 
2 - 4
Directors' Report
 
5 - 6
Directors' Responsibilities Statement
 
7
Independent Auditor's Report
 
8 - 11
Profit and Loss Account
 
12
Balance Sheet
 
13
Statement of Changes in Equity
 
14
Statement of Cash Flows
 
15
Notes to the Financial Statements
 
16 - 36



BACK OFFICE TECHNOLOGY LIMITED
 
COMPANY INFORMATION


Directors
M Mueller 
T Kozlowski 
V Jayakumar 
J Lobato 
P L Hughes 




Company secretary
G S Hawkins



Registered number
09954425



Registered office
16 Great Queen Street
Covent Garden

London

WC2B 5AH




Trading Address
7 Harp Lane

London

EC3R 6DP






Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH





- 1 -



BACK OFFICE TECHNOLOGY LIMITED
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2021

Introduction
 
The directors present their strategic report on the company for the year ended 31 March 2021. 
P
rincipal activity 
Back Office Technology Limited (trading as Form3) principal activity during the year continued to be that of providing cloud-native payment technology to regulated financial institutions. 

Business review
 
During the financial year, Form3 continued to design, develop, implement, and run a technology platform for regulated financial institutions, that allows them to manage workflows and clearing and settlement scheme access for all of their account-based payments. Form3 customers include financial technology companies and banks, including large UK corporates and retail banks such as Lloyds Banking Group, Barclays Bank and Nationwide Building Society.  
Revenues in the financial year reached £9.33m (FY2020: £3.90m), including project and transaction fees from 35  customers. Transaction volumes at the end of the financial year increased significantly to about 40m transactions per month in line with customer live dates, further significant increases are expected as more customers are transferring their payment processing to Form3. 
The key drivers behind our customers transferring their payment processing to Form3 are payments moving to real time, and the adoption of cloud based technology by regulated financial institutions.
Administrative expenses in the year were £19.5m (FY2020: £10.8m), reflecting significant hiring and related costs of a growing team, in particular in Research and Development. The administrative expenses include a share based payment charge of £1.4m (FY2020: £1.0m), as explained in note 20.
Form3 continues to invest in Research and Development to expand its product offering to increase functionally across existing markets, and to expand to offer new markets access.
Total headcount in the year increased to 158 FTE (FY2020: 75 FTE), mainly driven by growth in product and engineering from 40 FTE to 81 FTE. To facilitate this growth and ensure a successful onboarding, the Company continues to build out its support functions, incl. recruitment and HR. 
Form3 has grown its workforce across 23 countries in Europe to date. Form3 is establishing branches to ensure compliance in all locations in which we engage workers.
Additionally, Form3 has hired 31 independent sub-contractors, of which the majority are engineers.
Global Pandemic and the business impact
The COVID-19 pandemic has had an unprecedented impact worldwide having a significant effect on the  financial markets and creating market volatility.
Form3 has been relatively unimpacted by COVID-19. Form3 has seen minimal to no impact to revenue or expenses as a result of COVID-19.
Form3 continues to offer colleagues the opportunity to work remotely, which allowed the Company to implement COVID-19 related rules and restrictions with no significant negative impact on the business. 
At the end of the financial year, net assets were £27.6m (FY2020: £9.2m) with a loss for the financial year of £7.2m (FY2020: £4.6m).
The company raised a total of £24.3m in a strategic equity investment round with existing and new investors, this transaction was completed in October 2020.

- 2 -



BACK OFFICE TECHNOLOGY LIMITED

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021


Principal risks and uncertainties
 
The Directors are responsible for identifying principal risks and for proposing suitable mitigating strategies.  Form3 seeks to mitigate its risks through the identification of such risks and by applying robust controls.  
At a business level the executives are responsible for assessing and evaluating risk in their business area, and maintaining their individual business risk register. These individual business registers are reviewed quarterly by the executive as a group to ensure all risks are reviewed and mitigated in a timely fashion.  
Form3 has a Risk & Audit Committee that meets quarterly. The Risk & Audit Committee monitors standing agenda items that have been determined as key indicators of risk, as well as elevating to the directors any new risk items, or changes to strategy or controls.
The principal risks for Form3 are financial losses or other material adverse impacts arising from:
 
Macro Risks: events in the markets or political environment.
 
Information Security Risks: events impacting the confidentiality, availability and integrity of Form3 and its client’s data, systems and processes.
 
Product Quality & Performance Risks: events impacting the quality, functionality, reliability, and performance of our products.
 
Client Delivery & Services Risks: events impacting our ability to deploy our products to our clients, our clients ability to migrate volume to us or for us to provide ongoing services to support them.
 
IT & Operations Risks: inadequate or failed internal processes, systems, or policies, for example privileged access controls to our technology infrastructure or facilities, resulting in loss or dilution of our intellectual property.
 
Legal & Compliance Risks: non-compliance with our contractual, and other obligations including laws and regulations.
 
Commercial & Financial Risks: events impacting our commercial and financial positions including loss of revenue, gross and net margin, liquidity, and funding.
 
All of the above risk areas are monitored through Form3 risk management operating procedures and are reviewed by the directors quarterly through the Risk & Audit Committee meetings.

Key performance indicators
 
The directors monitor revenue, gross margin, earnings before Research and Development investment, Research and Development investment, and number of engineers as key performance indicators of the company. Engineer numbers are monitored to ensure Form3 has enough build capacity, as Form3 continues to scale and meet its build agenda. 
Revenue year on year growth was 139%, reflecting the growth in customers and revenue in the year. Gross margin continues to be greater than 80%. The Company regards spending in Research and Development as a key perfomance indicator and is targeting a break even postion before such investment. 
The company invested £8.1m in Research and Development in the year, up from £4.6m in the prior year, and plans to continue investing at an accelerated rate.  


- 3 -



BACK OFFICE TECHNOLOGY LIMITED

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021

Going concern review
 
During the financial year, Form3 closed a strategic equity investment round of £24.3m. This followed a Series B funding round in November 2018. The new shareholders include Lloyds Banking Group, Nationwide Building Society, Mastercard and Venture Capital firm 83North. Draper Esprit also re-invested following its participation in November 2018.
Post year end, the Company secured funding via the issue of ordinary share capital. Total consideration in relation to this primary raise amounted to £105m.
Form3 is a Going Concern on the basis of the further funding secured as noted above. Form3 continues to invest in Research and Development, therefore creating a loss making-position, a situation closely controlled by the executive and supported by its shareholder group.  


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



................................................
M Mueller
Director

Date: 26 September 2021


- 4 -



BACK OFFICE TECHNOLOGY LIMITED
 
DIRECTORS' REPORT

The directors present their report and the financial statements for the year ended 31 March 2021.

Results and dividends

The loss for the year, after taxation, amounted to £7,201,040 (2020 - loss £4,572,806).

No dividends were paid during the year and the directors do not recommend a final dividend.

Directors

The directors who served during the year were:

P Emney (resigned 24 June 2020)
M Mueller 
T Kozlowski 
V Jayakumar 
J Lobato 
P L Hughes (appointed 17 July 2020)

Future developments

Over the coming period Form3 will expand its product offering to explore future developments focussed on:
a) New Geographic Markets – an evaluation of the appropriate next locations around the world for addition of new currencies and clearing scheme access, enabling our clients to continue to grow their own businesses internationally using the same technical integrations and managed service model.
b) International Payments – expansion of our services to include the processing of cross currency payments, enabling our clients to use the same infrastructure they already use for high volume real time and local payments for their broader payment needs.

Research and development activities

Given the nature of the operations of the Company and the industry in which it operates, the Company incurs certain costs in connection with research and development. The treatment of these is explained in further detail in note 2.7.
The company continues to invest significantly in research and development relating to:
a) Market Access – the expansion of and addition of new clearing schemes and partner connections in the UK and Europe, enabling our clients to use our single API to manage more payment types.
b) Functional Services – the expansion and addition of value added services focussed on the payment processing lifecycle, enabling our clients to transition more of their internal processing of payments to Form3 products.
c) Platform – the sustained investment in the scalability, security and resilience of the Form3 platform, supporting our clients rapid growth in volumes in a secure and reliable way.


- 5 -



BACK OFFICE TECHNOLOGY LIMITED
 
DIRECTORS' REPORT (CONTINUED)

Disclosure of information to auditor

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

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

Other matters

On 30 January 2020 the World Health Organisation declared Coronavirus (COVID-19) a public health emergency. There are no comparable recent events which may provide guidance as to the effect of the spread of COVID-19 and a potential pandemic, and, as a result, the ultimate impact of the COVID-19 outbreak or similar health epidemic is highly uncertain and subject to change.

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





................................................
M Mueller
Director

Date: 26 September 2021


- 6 -



BACK OFFICE TECHNOLOGY LIMITED
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2021

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

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

 In preparing these financial statements, the directors are required to:

select suitable accounting policies for the Company's financial statements and then apply them consistently;

make 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 Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.


- 7 -



BACK OFFICE TECHNOLOGY LIMITED
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BACK OFFICE TECHNOLOGY LIMITED
FOR THE YEAR ENDED 31 MARCH 2021 

Opinion


We have audited the financial statements of Back Office Technology Limited (the 'Company') for the year ended 31 March 2021, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 March 2021 and of its 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's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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



- 8 -



BACK OFFICE TECHNOLOGY LIMITED
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BACK OFFICE TECHNOLOGY LIMITED (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditor's Report thereon.  The directors are responsible for the other information contained within the Annual Report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic Report and the Directors' Report for the financial 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 the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


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


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


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 7, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.



- 9 -



BACK OFFICE TECHNOLOGY LIMITED
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BACK OFFICE TECHNOLOGY LIMITED (CONTINUED)

Auditor's 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 statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
 
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the fintech sector; 
 
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection and employment legislation;
 
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
 
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
 
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
 
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
 
To address the risk of fraud through management bias and override of controls, we:
 
performed analytical procedures to identify any unusual or unexpected relationships;
tested a sample of journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
 



 

- 10 -



BACK OFFICE TECHNOLOGY LIMITED
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BACK OFFICE TECHNOLOGY LIMITED (CONTINUED)

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
 
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC and the company’s legal advisors.
 
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. 
 
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Simon Mayston (Senior Statutory Auditor)
for and on behalf of
Blick Rothenberg Audit LLP
Chartered Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
London
WC2B 5AH

 
Date: 
29 September 2021

- 11 -



BACK OFFICE TECHNOLOGY LIMITED
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2021

As restated
2021
2020
£
£

  

Turnover
 4 
9,329,189
3,901,693

Cost of sales
  
(1,084,356)
(786,917)

Gross profit
  
8,244,833
3,114,776

Administrative expenses
  
(19,468,184)
(10,825,445)

Other operating income
 5 
1,441,547
2,015,532

Operating loss
 6 
(9,781,804)
(5,695,137)

Interest receivable and similar income
 10 
21,299
23,295

Interest payable and similar expenses
 11 
(1,395)
-

Loss before tax
  
(9,761,900)
(5,671,842)

Tax on loss
 12 
2,560,860
1,099,036

Loss for the financial year
  
(7,201,040)
(4,572,806)

There are no items of other comprehensive income for either the year or the prior year other than the profit for the year. Accordingly, no statement of other comprehensive income has been presented.


- 12 -


        REGISTERED NUMBER:09954425
BACK OFFICE TECHNOLOGY LIMITED

BALANCE SHEET
AS AT 31 MARCH 2021

As restated
2021
2020
Note
£
£

Fixed assets
  

Intangible assets
 13 
5,332,045
3,826,416

Tangible assets
 14 
726,021
588,148

  
6,058,066
4,414,564

Current assets
  

Debtors: amounts falling due within one year (as restated)
 15 
8,757,308
3,643,355

Cash at bank and in hand
  
18,621,183
5,558,717

  
27,378,491
9,202,072

Creditors: amounts falling due within one year
 16 
(5,820,538)
(4,421,230)

Net current assets
  
 
 
21,557,953
 
 
4,780,842

Total assets less current liabilities
  
27,616,019
9,195,406

Net assets
  
27,616,019
9,195,406


Capital and reserves
  

Called up share capital 
 17 
3,702,453
2,562,853

Share premium account
 18 
35,217,173
12,153,517

Other reserve (as restated)
 18 
3,277,109
2,585,419

Profit and loss account  (as restated)
 18 
(14,580,716)
(8,106,383)

Total equity
  
27,616,019
9,195,406


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
M Mueller
Director
 
Date: 
26 September 2021

The notes on pages 16 to 36 form part of these financial statements.


- 13 -



BACK OFFICE TECHNOLOGY LIMITED

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2021


Called up share capital
Share premium account
Other reserve (as restated)
Profit and loss account (as restated)
Total equity

£
£
£
£
£


At 1 April 2019 (as previously stated)
2,522,853
12,153,517
-
(1,960,885)
12,715,485

Prior year adjustment
-
-
1,696,941
(1,696,941)
-


At 1 April 2019 (as restated)
2,522,853
12,153,517
1,696,941
(3,657,826)
12,715,485



Loss for the year
-
-
-
(4,572,806)
(4,572,806)

Shares issued during the year
40,000
-
-
-
40,000

Transfer on exercise of share options
-
-
(124,249)
124,249
-

Share based payment charge
-
-
1,012,727
-
1,012,727



At 1 April 2020 (as previously stated)
2,562,853
12,153,517
2,585,419
(7,805,057)
9,496,732

Prior year adjustment
-
-
-
(301,326)
(301,326)


At 1 April 2020 (as restated)
2,562,853
12,153,517
2,585,419
(8,106,383)
9,195,406



Loss for the year
-
-
-
(7,201,040)
(7,201,040)

Shares issued during the year
1,139,600
23,063,656
-
-
24,203,256

Transfer on exercise of share options
-
-
(726,707)
726,707
-

Share based payment charge
-
-
1,418,397
-
1,418,397


At 31 March 2021
3,702,453
35,217,173
3,277,109
(14,580,716)
27,616,019


Details of the prior year adjustment are given in note 28.


- 14 -



BACK OFFICE TECHNOLOGY LIMITED

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2021

2021
2020
£
£

Cash flows from operating activities

Loss for the financial year
(7,201,040)
(4,572,806)

Adjustments for:

Amortisation of intangible assets
1,391,329
852,818

Depreciation of tangible assets
287,362
96,808

Impairments of fixed assets
439,475
208,977

Government grants
(2,315)
(147,822)

Interest paid
1,395
-

Interest received
(21,299)
(23,295)

Taxation charge
(2,560,860)
(1,099,036)

(Increase) in debtors
(4,055,865)
(1,424,516)

Increase in creditors
1,399,308
3,748,451

Share based payment charge
1,418,397
1,012,727

Corporation tax received
1,502,772
548,031

Net cash used in operating activities

(7,401,341)
(799,663)


Cash flows from investing activities

Purchase of intangible fixed assets
(3,336,433)
(2,048,680)

Purchase of tangible fixed assets
(425,235)
(615,727)

Government grants received
2,315
147,822

Interest received
21,299
23,295

Net cash from investing activities

(3,738,054)
(2,493,290)

Cash flows from financing activities

Issue of ordinary shares
24,203,256
40,000

Interest paid
(1,395)
-

Net cash generated from financing activities
24,201,861
40,000

Net increase/(decrease) in cash and cash equivalents
13,062,466
(3,252,953)

Cash and cash equivalents at beginning of year
5,558,717
8,811,670

Cash and cash equivalents at the end of year
18,621,183
5,558,717


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
18,621,183
5,558,717

18,621,183
5,558,717



- 15 -



BACK OFFICE TECHNOLOGY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021

1.


General information

Back Office Technology Limited is a private company limited by shares and registered and incorporated in England and Wales. The Company's trading address is 7 Harp Lane, London, EC3R 6DP and its registered office is 16 Great Queen Street, Covent Garden, London, WC2B 5AH.
The financial statements are presented in Sterling (£). Monetary amounts are rounded to the nearest pound. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.


The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The financial statements have been prepared on a going concern basis despite the continued generation of losses, with a loss after tax for the year of £7,201,040. The directors consider this basis to be appropriate as the Company has been able to successfully raise additional finance during the year based on its planned pipeline of product development and roll-out, such that total equity at the balance sheet date is £27,616,019.
Furthermore, the Company is expected to raise additional finance, in the form of share capital, post year end totalling £105m, with a termsheet for this fundraising signed as at the date these financial statements were approved.
On 30 January 2020 the World Health Organisation declared Coronavirus (COVID-19) a public health emergency. Following the outbreak of COVID-19 the Company adapted its operations and overhead base accordingly. 
The directors have considered cash flow and profit/loss projections for a period of at least twelve months from the date these financial statements were approved, and have a reasonable expectation that the cash reserves as at the balance sheet date of £18,621,183, together with additional funds due to be raised post year end, mean that the Company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.


- 16 -



BACK OFFICE TECHNOLOGY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is Sterling (£).

Transactions and balances

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

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

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

  
2.4

Financial instruments

The Company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the Company becomes party to the contractual provisions of the instrument. Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. 
The Company’s policies for its major classes of financial assets and financial liabilities are set out below. 
Financial assets
Basic financial assets, including trade and other debtors and cash and bank balances are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
 

- 17 -



BACK OFFICE TECHNOLOGY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021

2.Accounting policies (continued)


Financial liabilities
Basic financial liabilities, including trade and other creditors are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. 
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. 
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 profit or loss.
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. 
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.


- 18 -



BACK OFFICE TECHNOLOGY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021

2.Accounting policies (continued)

 
2.5

Revenue

Revenue comprises Implementation income and Software as a service ("SaaS") income. Implementation income represents fees for pre go live access and support. Saas revenue represents monthly fees in relation to live payment processing on the Form3 platform.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

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

 
2.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.

Temporary rent concessions occurring as a direct consequence of the COVID-19 pandemic have been recognised on a systematic basis over the periods that the change in lease payments is intended to compensate. This is conditional on:

the change in lease payments resulting in revised consideration for the lease that is less than the consideration for the lease immediately preceding the change;
any reduction in lease payments affecting only payments originally due on or before 30 June 2021;
there being no significant change to other terms and conditions of the lease.

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 7 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.


- 19 -



BACK OFFICE TECHNOLOGY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021

2.Accounting policies (continued)

  
2.8

Grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants of a revenue nature are recognised in the Profit and Loss Account in the same period as the related expenditure. The deferred element of grants is included in creditors as deferred income.

 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.11

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.12

Share based payments

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


- 20 -



BACK OFFICE TECHNOLOGY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021

2.Accounting policies (continued)

 
2.13

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

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

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

 
2.14

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Software development
-
5
years

 
2.15

Tangible fixed assets

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


- 21 -



BACK OFFICE TECHNOLOGY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021

2.Accounting policies (continued)


2.15
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Computer equipment
-
33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.16

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

  
2.18

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the company's accounting policies, the members 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.

- 22 -



BACK OFFICE TECHNOLOGY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021

3.Judgements in applying accounting policies (continued)


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 that 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:
Capitalisation of product development costs
An accounting policy choice exists for the Company to either recognise an internally generated intangible asset arising from the development phase of a new product (subject to satisfying certain specific recognition criteria) or to expense such development costs to profit or loss account as they are incurred. The policy should be applied consistently to all expenditure meeting the recognition criteria. The determination as to whether the asset recognition criteria have been satisfied and hence the amounts recognised as assets in the financial statements is a significant area of management judgement. This judgement includes a consideration of:
 
the technical feasibility of completing the intangible asset so that it will be available for use or sale
the ability to use the intangible asset or to sell it
how the intangible asset will generate probable future economic benefits 
the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
the ability to measure reliably the expenditure attributable to the intangible asset during its development

Impairment of intangible assets
In preparing these financial statements, the directors have exercised judgement in determining whether there are indicators of impairment of the Company's tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.
Useful economic lives and amortisation of intangible assets
Intangible assets are amortised over their estimated useful economic lives. Future results are impacted by the amortisation periods adopted and, potentially, any differences between estimated and actual circumstances related to individual intangible assets.
Revenue recognition
The Company recognises revenue in accordance with the agreed terms stipulated within customer contracts. Satisfaction of performance obligations are determined in line with contractual milestones.
Share based payment charge
The Company operates a share option plan for its employees. The charge is derived by way of reference to the Black-Scholes model. The directors have exercised judgement in determining the underlying parameters on which the basis for the charge has been formed. This includes the risk free interest rate, share price volatility and market value of the options at the grant date. The share based payment charge is recognised on a straight line basis over the contractual vesting period of the options. 
 


- 23 -



BACK OFFICE TECHNOLOGY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021

4.


Turnover

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


2021
2020
£
£

Implementation income
6,376,404
2,629,935

Software as a service ("SaaS") income
2,952,785
1,271,758

9,329,189
3,901,693


Analysis of turnover by country of destination:

2021
2020
£
£

United Kingdom
8,317,057
3,125,321

Rest of Europe
837,132
776,372

Rest of the world
175,000
-

9,329,189
3,901,693



5.


Other operating income

2021
As restated 2020
£
£

Government research and development grants receivable
51,874
147,822

Other grants receivable
1,389,673
1,867,710

1,441,547
2,015,532



- 24 -



BACK OFFICE TECHNOLOGY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021

6.


Operating loss

The operating loss is stated after charging:

As restated
2021
2020
£
£

Research & development costs expensed
3,044,175
2,605,985

Depreciation of tangible fixed assets
287,362
96,808

Amortisation of intangible assets
1,391,329
852,818

Exchange differences
10,846
21,505

Other operating lease rentals
277,733
356,510

Share based payment
1,418,397
1,012,727

Defined contribution pension cost
121,815
47,818


7.


Auditor's remuneration

2021
2020
£
£


Fees payable to the Company's auditor and its associates for the audit of the Company's annual financial statements
29,000
23,000


Fees payable to the Company's auditor and its associates in respect of:


All other services
7,750
5,750


- 25 -



BACK OFFICE TECHNOLOGY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021

8.


Employees

Staff costs, including directors' remuneration, were as follows:


2021
2020
£
£

Wages and salaries
8,419,519
4,225,555

Social security costs
1,098,666
791,891

Cost of defined contribution scheme
97,585
47,818

9,615,770
5,065,264


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


        2021
        2020
            No.
            No.







Finance and adminstration
8
5



Infosec
7
-



Operations and product development
55
30



Sales & Marketing
17
11



Technology
40
25

127
71


- 26 -



BACK OFFICE TECHNOLOGY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021

9.


Directors' remuneration

2021
2020
£
£

Directors' emoluments
185,417
156,250

Company contributions to defined contribution pension schemes
1,313
1,316

186,730
157,566


During the year retirement benefits were accruing to 1 director (2020 - 1) in respect of defined contribution pension schemes.

During the year 1 director received shares under the long term incentive schemes (2020 -1). Gains on the exercise of these share options amounted to £1,823,250 (2020 -£850,850).

Highest paid director
The highest paid director received remuneration of £175,000 (2020 -£156,250).
The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,313 (2020 -£1,316).
During the year the highest paid director received shares under the long term incentive scheme.
 


10.


Interest receivable

2021
2020
£
£


Bank interest receivable
21,299
23,295


11.


Interest payable and similar expenses

2021
2020
£
£


Bank interest payable
21
-

Other interest payable
1,374
-

1,395
-


- 27 -



BACK OFFICE TECHNOLOGY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021

12.


Taxation


2021
2020
£
£

Corporation tax


Current tax credit on losses for the year
(2,560,860)
(1,099,036)


Total current tax
(2,560,860)
(1,099,036)

Deferred tax


Accelerated capital allowances
1,318,410
804,807

Origination and reversal of timing differences
(7,006)
-

Unrelieved trading losses
(1,311,404)
(804,807)

Total deferred tax
-
-


Taxation on loss on ordinary activities
(2,560,860)
(1,099,036)

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2020 - lower than) the standard rate of corporation tax in the UK of 19% (2020 - 19%). The differences are explained below:

As restated
2021
2020
£
£


Loss on ordinary activities before tax
(9,761,900)
(5,671,842)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2020 - 19%)
(1,854,761)
(1,077,650)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
277,986
165,026

Capital allowances for year in excess of depreciation
(302,383)
(286,849)

Short term timing difference leading to an increase (decrease) in taxation
7,005
-

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
(1,096,535)
(426,321)

Tax deduction arising from exercise of employee options
(910,611)
(220,818)

Unrelieved tax losses carried forward
1,318,439
747,576

Total tax charge for the year
(2,560,860)
(1,099,036)


- 28 -



BACK OFFICE TECHNOLOGY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
 
12.Taxation (continued)


Factors that may affect future tax charges

In the Spring Budget 2021 on 3 March 2021, the Government announced that from 1 April 2023 the corporation tax rate would increase to 25% for companies with profits of over £250,000. A small profits rate will also be introduced for companies with profits of £50,000 or less so that they will continue to pay corporation tax at 19%. From this date companies with profits between £50,000 and £250,000 will pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective corporation tax rate. At the balance sheet date, the increase in rate had not been substantively enacted and therefore its effects are not included in these financial statements.


13.


Intangible assets




Software development

£



Cost


At 1 April 2020
5,288,431


Additions - internal
3,336,433



At 31 March 2021

8,624,864



Amortisation


At 1 April 2020
1,462,015


Charge for the year on owned assets
1,391,329


Impairment charge
439,475



At 31 March 2021

3,292,819



Net book value



At 31 March 2021
5,332,045



At 31 March 2020
3,826,416


Intangible fixed assets comprise internally developed payments platforms which facilitate the services delivered to the Company's customers. As at the balance sheet date, they have net book value of £5,332,045 (2020: £3,826,416) and an average remaining amortisation period of approximately 3 years (2020: 4 years).



- 29 -



BACK OFFICE TECHNOLOGY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021

14.


Tangible fixed assets





Computer equipment

£



Cost


At 1 April 2020
713,030


Additions
425,235



At 31 March 2021

1,138,265



Depreciation


At 1 April 2020
124,882


Charge for the year on owned assets
287,362



At 31 March 2021

412,244



Net book value



At 31 March 2021
726,021



At 31 March 2020
588,148


15.


Debtors

As restated
2021
2020
£
£


Trade debtors
4,081,735
773,782

Other debtors
106,015
130,982

Prepayments and accrued income
2,260,465
1,487,586

Tax recoverable
2,309,093
1,251,005

8,757,308
3,643,355



- 30 -



BACK OFFICE TECHNOLOGY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021

16.


Creditors: Amounts falling due within one year

2021
2020
£
£

Trade creditors
778,532
869,905

Other taxation and social security
882,216
236,304

Other creditors
53,487
39,758

Accruals and deferred income
4,106,303
3,275,263

5,820,538
4,421,230



17.


Share capital

2021
2020
£
£
Allotted, called up and fully paid



1,422,107 (2020 - 1,224,958) Ordinary shares of £1.00 each
1,422,107
1,224,958
384,615 (2020 - 384,615) Series A shares of £1.00 each
384,615
384,615
529,073 (2020 - 529,073) Series B-1 shares of £1.00 each
529,073
529,073
424,207 (2020 - 424,207) Series B-2 shares of £1.00 each
424,207
424,207
847,652 (2020 - nil) Series B-3 shares of £1.00 each
847,652
-
94,799 (2020 - nil) Series B-4 shares of £1.00 each
94,799
-

3,702,453

2,562,853

All classes of shares have full rights to receive notice of, attend and vote at general meetings, where one share carries one vote. All classes of shares rank pari passu as respect of dividend distributions. Series B shares have preferential rights in the event of a sale, liquidation or winding up, followed by Series A shares, then Ordinary shares.


The Company issued share capital during the year to increase working capital.
The following share issues were all in respect of the exercise of share options in the period. During June 2020, 7,158 Ordinary shares of £1 each were allotted as fully paid at par. On 14 August 2020, 73,659 Ordinary shares of £1 each were allotted as fully paid at par. On 11 December 2020, 41,332 Ordinary shares of £1 each were allotted as fully paid at par. On 21 February 2021, 75,000 Ordinary shares of £1 each were allotted as fully paid at par.
On 25 June 2020, 28,439 Series B-3 shares of £1 each were allotted as fully paid at a premium of £24.3165 per share. On 3 July 2020, 444,504 Series B-3 shares of £1 each were allotted as fully paid at a premium of £24.3165 per share. On 13 September 2020, 222,252 Series B-3 shares of £1 each were allotted as fully paid at a premium of £24.3165 per share. On 11 December 2020, 152,457 Series B-3 shares of £1 each were allotted as fully paid at a premium of £25.973 per share.
On 25 June 2020, 94,799 Series B-4 shares of £1 each were allotted as fully paid at a premium of £24.3165 per share.
Costs associated with the issue of these shares amounted to £106,000, and have been charged to the share premium account.


- 31 -



BACK OFFICE TECHNOLOGY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021

18.


Reserves

Share premium account

The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium

Other reserves

The other reserve includes the share based payment charge arising on the company's share option scheme. 

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

19.


Analysis of net funds




At 1 April 2020
Cash flows
At 31 March 2021
£

£

£

Cash at bank and in hand

5,558,717

13,062,466

18,621,183


5,558,717
13,062,466
18,621,183


- 32 -



BACK OFFICE TECHNOLOGY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021

20.


Share based payments

The Company has a share option scheme for eligible employees (including directors). 
The options oustanding at the balance sheet date had an exercise price of £1.00. The options have a 4 year vesting period. If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Options are forfeited if the employee leaves the company before the options vest.
The fair value of the options at the grant date was calculated using the Black-Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.
During the year, the Company recognised a total share based payment expense of £1,418,397 (2020: £1,012,727 as restated) which related to the below equity settled share based payment transactions. This amount has been recognised in equity.
Details of the number of share options and the weighted average exercise price (WAEP) outstanding during the year are as follows:

Weighted average exercise price (pence)
2021
Number
2021
Weighted average exercise price
(pence)
2020
Number
2020

Outstanding at the beginning of the year

100

744,966

100
 
633,433
 
Granted during the year

100

254,411

100
 
159,616
 
Exercised during the year

100

(197,149)

100
 
(40,000)
 
Expired during the year

100

(2,126)

100
 
(8,083)
 
Outstanding at the end of the year
100

800,102

100
 
744,966
 

2021
2020
Weighted average share price (pence)


18.16

12.63
 
Exercise price (pence)


100

100
 
Weighted average contractual life (days)


1460

1460
 
Expected volatility


15

15
 
Risk-free interest rate


0.38

0.55
 



21.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £112,280 (2020: £60,826). Contributions totalling £36,870 (2020: £21,446) were payable to the fund at the balance sheet date.


- 33 -



BACK OFFICE TECHNOLOGY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021

22.


Commitments under operating leases

At 31 March 2021 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2021
2020
£
£


Not later than 1 year
130,000
130,000

130,000
130,000


The following changes in lease payments arising from rent concessions occurring as a direct consequence of the COVID-19 pandemic have been recognised as a reduction in expense in profit or loss.

2021
2020
£
£

Changes in lease payments arising from COVID-19 related rent concessions
13,000
-


23.Other financial commitments

As at the balance sheet date, the Company had available a £5m venture debt facility. The facility has not been drawndown and is due to expire on 31 September 2021. The facility is secured by way of senior fixed and floating charge over the Company's assets, including its intellectual property.
As at the balance sheet date, the Company had outstanding financial commitments in relation to contractual obligations with suppliers for future purchases totalling £137,425 and $8,622,295. The contractual obligations are due to expire between July 2022 and March 2024.


24.Key management remuneration

The key management personnel of the company comprise the Company directors and senior managment team. The total amount of employee benefits (including employer pension contributions) received by the key management personnel for their services to the Company was £868,005 (2020: £746,513).
The key management personnel also recieved benefits in the form of share based payments. The total share based payment charge recognised during the year in relation to the key management personnel was £516,983 (2020: £682,683 as restated).


- 34 -



BACK OFFICE TECHNOLOGY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021

25.


Related party transactions

During the year, the Company made payments to an entity with a common director, engaged as a partner to complete a project for which the Company was in receipt of grant funds as lead partner, totalling £643,000 (2020: £816,327).
During the year, the Company invoiced an entity with a common director on an arms' length basis amounts totalling £108,132 (2020: £108,527), and amounts were received from the entity totalling £99,742 (2020: £114,369). As at the balance sheet date, the Company was owed £8,297 (2020: the Company owed £93 to) the entity with a common director.


26.


Post balance sheet events

Post year end, the Company secured funding via the issue of ordinary share capital. Total consideration in relation to this primary raise amounted to £105m.


27.


Controlling party

In the opinion of the directors there is no ultimate controlling party.


28.


Prior year adjustment



As previously stated
31 March
2020
Effect of restatement
31 March
2020
As restated
31 March
2020
Note
£
£
£

Fixed assets
  
4,414,564
-
4,414,564

Current assets
 2 
9,503,398
(301,326)
9,202,072

Creditors: amounts falling due within one year
  
(4,421,230)
-
(4,421,230)

Net current assets
  
 
5,082,168
 
(301,326)
 
4,780,842

Total assets less current liabilities
  
 
9,496,732
 
(301,326)
 
9,195,406

Net  assets
  
 
9,496,732
 
(301,326)
 
9,195,406

Capital and reserves
  
9,496,732
(301,326)
9,195,406

- 35 -



BACK OFFICE TECHNOLOGY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021

           28.Prior year adjustment (continued)

As previously stated
31 March
2020
Effect of restatement
31 March
2020
As restated
31 March
2020
Note
£
£
£

Turnover
  
3,901,693
-
3,901,693

Cost of sales
  
(786,917)
-
(786,917)

  
 
3,114,776
 
-
 
3,114,776

Administrative expenses
 1 
(9,812,718)
(1,012,727)
(10,825,445)

Other operating income
 2 
1,867,710
147,822
2,015,532

Operating profit
  
 
(4,830,232)
 
(864,905)
 
(5,695,137)

Interest receivable and similar income
  
23,295
-
23,295

Taxation
 2 
1,548,184
(449,148)
1,099,036

Loss on ordinary activities after taxation and for the financial year
  
 
(3,258,753)
 
(1,314,053)
 
(4,572,806)

Explanation of changes to previously reported profit and equity:

1

To account for a previously unrecognised share based payment charge arising on the issue of employee share options for the periods ended 31 March 2017, 31 March 2018, 31 March 2019 and 31 March 2020. The charge has been calculated by way of reference to the Black-Scholes model. As at 1 April 2019, a share based payment reserve of £1,696,941 has been recognised. A share based payment charge of £1,012,727 and reserves transfer on exercise of options of £124,249 has been recognised for the year ended 31 March 2020, with a  resulting in a share based payment reserve of £2,585,419 at that date. This prior period restatement has had no effect on the total reserves of the Company.

2

To account for revisions in the calculation of the research and development tax credit for the year ended 31 March 2020. The reduction in expenditure claimed under the SME enhanced expenditure scheme and an additional claim under RDEC for some expenditure resulted in the recognition of £147,822 RDEC income above-the-line within other operating income and a overall reduction in the tax credit for the year of £449,148. Together this reduced tax recoverable as at 31 March 2020 by £301,326, and reduced reserves brought forward at 1 April 2020 by the same amount.

 

- 36 -