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REGISTERED NUMBER: 04283023 (England and Wales)












Strategic Report, Report of the Director and

Financial Statements for the Year Ended 29 February 2024

for

MS Modernisation Services UK, Ltd.

MS Modernisation Services UK, Ltd. (Registered number: 04283023)






Contents of the Financial Statements
for the year ended 29 February 2024




Page

Company Information 1

Strategic Report 2

Report of the Director 3

Director's Responsibilities Statement 5

Report of the Independent Auditors 6

Income Statement 9

Other Comprehensive Income 10

Statement of Financial Position 11

Statement of Changes in Equity 12

Notes to the Financial Statements 13


MS Modernisation Services UK, Ltd.

Company Information
for the year ended 29 February 2024







DIRECTOR: T D JONES



REGISTERED OFFICE: 20 York Road
London
SE1 7ND



REGISTERED NUMBER: 04283023 (England and Wales)



SENIOR STATUTORY AUDITOR: Jeremy Harrod FCCA



AUDITORS: Grant Harrod Lerman Davis LLP
Chartered Accountants
Statutory Auditor
1st Floor
Healthaid House
Marlborough Hill
Harrow
Middlesex
HA1 1UD

MS Modernisation Services UK, Ltd. (Registered number: 04283023)

Strategic Report
for the year ended 29 February 2024

The directors present their strategic report together with their report and the audited financial statements of MS Modernisation Services UK, Ltd. (the "Company") for the year ended 29 February 2024.

PRINCIPAL ACTIVITIES & OBJECTIVES
The Company operates within the Application Modernisation sector of the wider Advanced group of companies (details of which are provided in note 19 to the financial statements).

The Company operates within the information technology market, specifically in modernisation solutions. It develops and markets enterprise legacy migration solutions and provides tools and professional services to allow business to migrate from their legacy mainframe and distributed information technology infrastructures to modern environments and programming languages.

REVIEW OF BUSINESS
The results for the year and financial position of the Company are shown in the financial statements.

During the year the company had revenue of £2,852,934 (2023: £3,394,788) and recorded a profit for the year of £273,302 (2023: loss of £618,215), both of which are considered to represent key performance measures of the Company.

The average monthly number of employees during the year was 0 (2023: 0). As part of the wider group's rationalisation strategy, after March 2021 all employees of the Company had their employment transferred to another group company.

PRINCIPAL RISKS AND UNCERTAINTIES
Below are details of the Company's principal risks and the mitigating activities in place to address them.
Liquidity risk
Liquidity risk is the risk that the Company cannot meet financial liabilities when they fall due. The Company's policy for managing liquidity risk is to ensure that the business has enough financial resource to meet its day-today activities at any point in time. The Company has received confirmation from its intermediate parent undertaking, Aston Midco Limited, that it will provide sufficient resources to enable the Company to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements.

Macroeconomic risk
A prime risk and area of uncertainty facing the Company is demand within its marketplace. Global market uncertainty, and national issues including the focus on national debt, have a direct or indirect impact on the organisations and businesses with which the Company trades. The Directors seek to manage these risks by development of the Company's portfolio of market offerings, which enable it to leverage new revenue streams from new and existing customers.

Innovation risk
The IT market is subject to rapid, and often unpredictable, change. As a result, the Company's products and services might become unattractive to its customer base. The Company monitors technology and market developments and invests to keep its existing offerings up-to-date as well as seeking out new opportunities and initiatives.

FUTURE DEVELOPMENTS
The Director continues to look for opportunities for the company and hopes to expand the business in the coming year. These opportunities include gaining new customers, new potential geographical areas, and new potential industries (details of which are provided in note 18 to the financial statements).

ON BEHALF OF THE BOARD:





T D JONES - Director


23 October 2024

MS Modernisation Services UK, Ltd. (Registered number: 04283023)

Report of the Director
for the year ended 29 February 2024

The Directors present their report together with the audited financial statements for the Company for the year ended 29 February 2024.

Reporting requirements on the Company's principal activities and future developments, its principal risks and uncertainties and its key performance indicators can be found in the Strategic Report.

DIVIDENDS
The directors does not recommend the payment of a dividend (2023: £NIL).

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors who held office during the year and up to the date of signature of the financial statements were, unless otherwise stated, as follows:

S E Dews (resigned 31 March 2024)
S D Walsh (resigned 31 March 2024)
A N Bentley (appointed 31 March 2024)
T D Jones (appointed 31 March 2024)

The directors in place during the year and also at the date of approval of the financial statements benefit from qualifying third party indemnity provisions provided by the parent undertaking.

GOING CONCERN
The Directors have considered it is appropriate to adopt the going concern basis in preparing the financial statements. At the balance sheet date, the Company has net current assets of £6,314,577 (net current liabilities 2023: £6,041,275) and has received confirmation from its intermediate parent undertaking, Aston Midco Limited, that it will provide sufficient resources to enable the Company to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements.

In reaching their conclusion on the going concern basis of preparation, the Directors have reviewed the cash flow forecasts of the Aston Midco Limited group of companies, and considered a downside severe scenario with mitigating actions, the extension of the Group's revolving credit facility to July 2026 and additional funding commitments from the Group's shareholders.

The Directors consider that there are sufficient resources to allow the Group to remain within its covenant limits and for the company to therefore meet its obligations for the foreseeable future (being a period of not less than twelve months from the date of signing the financial statements).

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

MS Modernisation Services UK, Ltd. (Registered number: 04283023)

Report of the Director
for the year ended 29 February 2024


AUDITORS
The auditors, Grant Harrod Lerman Davis LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





T D JONES - Director


23 October 2024

MS Modernisation Services UK, Ltd. (Registered number: 04283023)

Director's Responsibilities Statement
for the year ended 29 February 2024

The director is responsible for preparing the Report of the Director 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 director has 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 and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They 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.

Report of the Independent Auditors to the Members of
MS Modernisation Services UK, Ltd.

Opinion
We have audited the financial statements of MS Modernisation Services UK, Ltd. (the 'company') for the year ended 29 February 2024 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of 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).
_
In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 29 February 2024 and of its profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information
The director is responsible for the other information. The other information comprises the information in the Strategic Report, the Report of the Director and the Director's Responsibilities Statement, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
MS Modernisation Services UK, Ltd.


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 Report of the Director.

We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit; or
- the director was not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report.

Responsibilities of director
As explained more fully in the Director's Responsibilities Statement set out on page five, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We have obtained an understanding of the legal and regulatory frameworks applicable to the Company and the industry
it operates. We determined that the following laws and regulations were most significant: FRS102/FRS102 Section
1A,Companies Act 2006, Health and Safety.

We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making
enquiries of management, those responsible for legal and compliance procedures and the company secretary. Our
findings were corroborated by review of the board minutes and papers prepared by the board of directors.

We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud
might occur. Audit procedures performed by the audit team included:

- Obtaining an understanding of how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process.

- Challenging assumptions and judgements made by management in its significant accounting estimates.

- Identifying and testing journal entries, with a focus on entries made with unusual accounting combinations.

- Identifying and assessing the design and effectiveness of controls management has in place to prevent and detect fraud.

We did not identify any key audit matters relating to irregularities, including fraud.

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 Report of the Auditors.

Report of the Independent Auditors to the Members of
MS Modernisation Services UK, Ltd.


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 2006. Our 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 a Report of the Auditors 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.




Jeremy Harrod FCCA (Senior Statutory Auditor)
for and on behalf of Grant Harrod Lerman Davis LLP
Chartered Accountants
Statutory Auditor
1st Floor
Healthaid House
Marlborough Hill
Harrow
Middlesex
HA1 1UD

23 October 2024

MS Modernisation Services UK, Ltd. (Registered number: 04283023)

Income Statement
for the year ended 29 February 2024

2024 2023
Notes £    £   

TURNOVER 4 2,852,934 3,394,788

Cost of sales (1,900,279 ) (3,147,695 )
GROSS PROFIT 952,655 247,093

Administrative expenses (223,453 ) (19,162 )
OPERATING PROFIT 6 729,202 227,931


Interest payable and similar expenses 7 (455,900 ) (846,146 )
PROFIT/(LOSS) BEFORE TAXATION 273,302 (618,215 )

Tax on profit/(loss) 8 - -
PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

273,302

(618,215

)

MS Modernisation Services UK, Ltd. (Registered number: 04283023)

Other Comprehensive Income
for the year ended 29 February 2024

2024 2023
Notes £    £   

PROFIT/(LOSS) FOR THE YEAR 273,302 (618,215 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE
INCOME/(LOSS) FOR THE YEAR

273,302

(618,215

)

MS Modernisation Services UK, Ltd. (Registered number: 04283023)

Statement of Financial Position
29 February 2024

2024 2023
Notes £    £   
CURRENT ASSETS
Debtors 11 16,784,969 14,716,104
Cash at bank 596,237 286,380
17,381,206 15,002,484
CREDITORS
Amounts falling due within one year 12 (6,051,731 ) (4,588,529 )
NET CURRENT ASSETS 11,329,475 10,413,955
TOTAL ASSETS LESS CURRENT
LIABILITIES

11,329,475

10,413,955

CREDITORS
Amounts falling due after more than one
year

13

(5,014,898

)

(4,372,680

)
NET ASSETS 6,314,577 6,041,275

CAPITAL AND RESERVES
Called up share capital 14 2 2
Other reserves 15 8,226,788 8,226,788
Retained earnings 15 (1,912,213 ) (2,185,515 )
SHAREHOLDERS' FUNDS 6,314,577 6,041,275

The financial statements were approved by the director and authorised for issue on 23 October 2024 and were signed by:





T D JONES - Director


MS Modernisation Services UK, Ltd. (Registered number: 04283023)

Statement of Changes in Equity
for the year ended 29 February 2024

Called up
share Retained Other Total
capital earnings reserves equity
£    £    £    £   
Balance at 1 March 2022 2 (1,567,300 ) - (1,567,298 )

Changes in equity
Total comprehensive income - (618,215 ) 8,226,788 7,608,573
Balance at 28 February 2023 2 (2,185,515 ) 8,226,788 6,041,275

Changes in equity
Total comprehensive income - 273,302 - 273,302
Balance at 29 February 2024 2 (1,912,213 ) 8,226,788 6,314,577

MS Modernisation Services UK, Ltd. (Registered number: 04283023)

Notes to the Financial Statements
for the year ended 29 February 2024

1. STATUTORY INFORMATION

MS Modernisation Services UK, Ltd. is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the 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.

Going concern
The Directors have considered it is appropriate to adopt the going concern basis in preparing the financial statements. At the balance sheet date, the Company has net current assets of £11,329,475 (net current assets 2023: £10,413,955) and has received confirmation from its intermediate parent undertaking, Aston Midco Limited, that it will provide sufficient resources to enable the Company to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements.

In reaching their conclusion on the going concern basis of preparation, the Directors have reviewed the cash flow forecasts of the Aston Midco Limited group of companies, and considered a downside severe scenario with mitigating actions, the extension of the Group's revolving credit facility to July 2026 and additional funding commitments from the Group's shareholders.

The Directors consider that there are sufficient resources to allow the Group to remain within its covenant limits and for the company to therefore meet its obligations for the foreseeable future (being a period of not less than twelve months from the date of signing the financial statements).

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows;
the requirement of paragraph 3.17(d);
the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and
11.48(c);
the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirement of paragraph 33.7.

This information is included in the consolidated financial statements of Aston Midco Limited as at 29 February 2024 and these financial statements may be obtained from Companies House.

MS Modernisation Services UK, Ltd. (Registered number: 04283023)

Notes to the Financial Statements - continued
for the year ended 29 February 2024

2. ACCOUNTING POLICIES - continued

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

Sale of goods
Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
- the significant risks and rewards of ownership have been transferred to the buyer;
- the company retains no continuing involvement or control over the goods;
- the amount of revenue can be measured reliably;
- it is probable that future economic benefits will flow to the company; and
- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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 future economic benefits will flow to the company;
- the stage of completion of the contract at the end of the reporting period can be measured reliably; and
- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Subject to the revenue recognition conditions noted above being met, the company recognises revenue as follows:
- Software licence fee income is recognised in full in the statement of comprehensive income on delivery of the licence and the issue of authorisation codes to activate the software.
- Support and maintenance income is deferred at the date of invoicing and released to the statement of comprehensive income over the duration of the maintenance contract.
- The balance of maintenance income not released to the statement of comprehensive income is carried in the balance sheet within deferred revenue.
- Services income is recognised in the statement of comprehensive income in the month the services are performed.
- Income from the sale of hardware is recognised in the statement of comprehensive income when the goods are shipped to the customer.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2006, is being amortised evenly over its estimated useful life of five years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets
Depreciation is charged to the Statement of Comprehensive Income on a straight-line basis over the estimated useful lives. The depreciation policies for each class of asset are as follows:

Fixtures and fittings - 20% to 33% straight-line

Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted, or substantively enacted, at the statement of financial position date and any adjustment to tax payable in respect of previous years.

MS Modernisation Services UK, Ltd. (Registered number: 04283023)

Notes to the Financial Statements - continued
for the year ended 29 February 2024

2. ACCOUNTING POLICIES - continued

Deferred tax
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted, or substantively enacted, at the statement of financial position date. Deferred tax balances are not discounted.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.

Foreign currencies
Transactions in foreign currencies are translated to the Company's functional currency (GBP) at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the statement of comprehensive income.

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

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.

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

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Key sources of estimation uncertainty
The Company considers the following uncertain estimations as at balance sheet date that may have any material impact on the carrying amounts of its assets and liabilities in applying the Company's accounting policy:

Revenue recognition
Revenue for arrangements that involve significant modification or customisation of the software may be recognised based on achievement of contract-specific milestones. The Company determines the stage of completion based on an assessment of direct labour costs incurred to date as a percentage of total estimated project costs required to complete the project. If collectability is not reasonably assured at the outset of a contract, the Company defers revenue and only recognises revenue on receipt of the cash and to the extent that it has discharged its obligations under the contract.

Recoverability of trade and intercompany debtors
Management review the recoverability of trade and intercompany debtors as needed, taking into account the evidence available at the time and provide for any doubtful debts accordingly.

Critical accounting judgements in applying the Company's accounting policies
The Company does not consider there to be any critical accounting judgements involved in applying the Company's accounting policies.

MS Modernisation Services UK, Ltd. (Registered number: 04283023)

Notes to the Financial Statements - continued
for the year ended 29 February 2024

4. TURNOVER

Turnover and profit (2023 - loss) before taxation are attributable to the one principal activity of the company which consists of the provision of software, information technology tools and professional services to allow businesses to migrate from their legacy mainframe and distributed information technology infrastructures.

5. DIRECTORS' EMOLUMENTS
2024 2023
£    £   
Directors' remuneration - -

6. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2024 2023
£    £   
Foreign exchange differences 201,713 (8,601 )

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Interest payable 455,900 846,146

8. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the year ended 29 February 2024 nor for the year ended 28 February 2023.

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
Profit/(loss) before tax 273,302 (618,215 )
Profit/(loss) multiplied by the standard rate of corporation tax in the UK of
19% (2023 - 19%)

51,927

(117,461

)

Effects of:
Utilisation of tax losses (51,927 ) 117,461
Total tax charge - -

The standard rate of corporation tax in the UK is currently 19%. An increase to the main rate of
corporation tax in the UK to 25% from April 2023 was substantively enacted on 24 May 2021. This will
increase the Company's future current tax charge accordingly. Deferred tax at the balance sheet date has
been measured using these enacted tax rates and reflected in these financial statements.

MS Modernisation Services UK, Ltd. (Registered number: 04283023)

Notes to the Financial Statements - continued
for the year ended 29 February 2024

9. INTANGIBLE FIXED ASSETS
Goodwill
£   
COST
At 1 March 2023 538,492
Disposals (538,492 )
At 29 February 2024 -
AMORTISATION
At 1 March 2023 538,492
Eliminated on disposal (538,492 )
At 29 February 2024 -
NET BOOK VALUE
At 29 February 2024 -
At 28 February 2023 -

10. TANGIBLE FIXED ASSETS
Fixtures
and
fittings
£   
COST
At 1 March 2023
and 29 February 2024 307,021
DEPRECIATION
At 1 March 2023
and 29 February 2024 307,021
NET BOOK VALUE
At 29 February 2024 -
At 28 February 2023 -

11. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade debtors 739,587 816,442
Amounts owed by group undertakings 15,998,906 13,899,662
Prepayments and accrued income 46,476 -
16,784,969 14,716,104

MS Modernisation Services UK, Ltd. (Registered number: 04283023)

Notes to the Financial Statements - continued
for the year ended 29 February 2024

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade creditors 104,167 13,212
Amounts owed to group undertakings 4,611,112 3,442,911
VAT 73,793 96,201
Accruals and deferred income 1,262,659 1,036,205
6,051,731 4,588,529

13. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2024 2023
£    £   
Other creditors 5,014,898 4,372,680

14. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
2 Ordinary 1 2 2

15. RESERVES
Retained Other
earnings reserves Totals
£    £    £   

At 1 March 2023 (2,185,515 ) 8,226,788 6,041,273
Profit for the year 273,302 - 273,302
At 29 February 2024 (1,912,213 ) 8,226,788 6,314,575

MS Modernisation Services UK, Ltd. (Registered number: 04283023)

Notes to the Financial Statements - continued
for the year ended 29 February 2024

16. CONTINGENT LIABILITIES

The Company has guaranteed bank borrowings of fellow group undertakings. As at the year end, the company is an obligator to the banking facility held by Aston FinCo S.a.r.l., comprising of:

A first Lien loan of

-$330 million ($316.8 million outstanding as at 29 February 2024 (2023: $320.1 million)) with quarterly principal repayments of 1%, the balance payable on 9 October 2026

-£495 million (£477.2 million outstanding as at 29 February 2024 (2023: £482.0 million)) with quarterly principal repayments of 1%, the balance payable on 9 October 2026 and

-£75 million revolving credit facility (£75 million outstanding as at 29 February 2024 (2023: £62.4 million), the facility expires on 9 October 2026


A second Lien loan of:

-$115 million ($115 million outstanding as at 29 February 2024 (2023: $115 million)) falling due on 9 October 2027

-£175 million (£175 million outstanding as at 29 February 2024 (2023: £175 million)) falling due on 9 October 2027

17. POST BALANCE SHEET EVENTS

On the 9th January 2024, an agreement was reached with IBM and Aston Topco Limited for the purchase of a number of the MS Modernisation entities which includes this entity. The sale and transfer is expected to complete after 31st March 2024.

18. ULTIMATE CONTROLLING PARTY

The company's immediate parent undertaking pursuant to its sale on 31st March 2024 is IBM United Kingdom Limited, which is registered in England and Wales.
The company's ultimate parent undertaking and controlling party is International Business Machines Corporation which is incorporated in the United States of America and is the parent undertaking of the smallest and largest group to consolidate these financial statements. Copies of the financial statements of this undertaking may be obtained from IBM Corporate Headquarters, New Orchard Road, Armonk, New York 10504, USA.

The immediate parent company as at the balance sheet date was ModSys International Limited, a company registered in Israel. The parent company of the smallest group in which the Company is included in consolidated financial statements is that of ModSys International Limited in Israel. The largest group in which the Company is included in consolidated financial statements is that of Aston Midco Limited a company registered in Jersey. The consolidated financial statements of Aston Midco Limited are available to the public from Companies House. There was no ultimate controlling party as each of the majority shareholders owned the same percentage of the shares and the voting rights.