Company registration number: 10482359
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FOR THE PERIOD ENDED
31 JANUARY 2024
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COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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CONTENTS
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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NS1 UK LIMITED
REGISTERED NUMBER:10482359
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STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Capital contribution reserve
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the income statement in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 7 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 JANUARY 2024
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Capital contribution reserve
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Recognition of equity settled share based payments
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Total comprehensive income for the year
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Transfer between reserves - share options lapsed or forfeited.
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Total transactions with owners
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Recognition of equity settled share based payments
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Total comprehensive income for the period
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Transfer between reserves - share options cancelled.
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Total transactions with owners
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The notes on pages 3 to 7 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2024
NS1 UK Limited is a private company limited by shares incorporated in England and Wales. The address of the registered office is disclosed on the company information page. The company's principal place of business is Spaces, Mocatta House, Trafalgar Place, Brighton, BN1 4DU.
The reporting period is longer than a year being a 13 month period from 1 January 2023 to 31 January 2024. The change in the reporting period was made to allow for the transfer of trade and assets to their fellow subsidiary company. The comparative amounts presented in the financial statements are not directly comparable as they are for a 12 month period ended 31 December 2022.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The following principal accounting policies have been applied:
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Basis other than a going concern
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From 1 January 2024, NS1 U.K. Limited transferred its business and net assets to IBM United Kingdom Limited "IBM UKL". From this point the company has wound down its affairs. It is the intention of the directors to keep the company dormant following the completion of the transfer of business and net assets. The directors consider it inappropriate to prepare the financial statements on a going concern basis and therefore the directors have prepared these financial statements on a basis other than going concern albeit this hasn't resulted in any changes to the results in these accounts.
An intercompany services agreement was entered into on 16th November 2016 between the parent company NSOONE Inc. (the customer) and NS1 UK Limited (the supplier). This agreement sets out the terms for the provision of the ‘services’ by the supplier to the customer with effect from the start date. The ‘services’ provided are sales and marketing on behalf of the customer and costs will be recharged at cost plus an arm’s length adjustment of 5%, this is reflected in Revenue. Third party costs specifically incurred on behalf of the customer will be recharged at cost.
However as of 1st June 2023 a new agreement was entered into with IBM. As a result the cost plus mark up changed to 6.5% for IT services, Sales and Marketing whilst changing to 4% for Back Office Services.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2024
2.Accounting policies (continued)
Interest income is recognised in profit or loss using the effective interest method.
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.
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 reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
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 reporting date in the countries where the Company operates and generates income.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2024
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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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:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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The average monthly number of employees, including directors, during the period was 16 (2022 - 17).
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Charge for the period on owned assets
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2024
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Amounts owed by group undertakings
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Commitments under operating leases
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At 31 January 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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The company's immediate parent undertaking is IBM United Kingdom Limited, which is incorporated in England and Wales.
The company's ultimate parent undertaking and controlling party is IBM 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
Headquarters, New Orchard Road, Armonk, New York 10504.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2024
The auditors' report on the financial statements for the period ended 31 January 2024 was unmodified.
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In their report, the auditors emphasised the following matter without qualifying their report:
We draw attention to note 2.2 in the financial statements, which indicates that from 1 January 2024 the company transferred its business and net assets to IBM United Kingdom Limited "IBM UKL" therefore the going concern basis is not appropiate. Therefore the financial statements have been prepared on a basis other than the going conern basis. Our opinion is not modified in respect of this matter.
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The audit report was signed on 29 October 2024 by Sophie Said FCA (Senior Statutory Auditor) on behalf of Menzies LLP.
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