Caseware UK (AP4) 2023.0.135 2023.0.135 2024-03-012024-03-012122No description of principal activity2023-03-02falsefalsefalsefalse 03691534 2023-03-01 03691534 2023-03-02 2024-03-01 03691534 2024-03-01 03691534 2022-02-28 2023-02-26 03691534 2023-02-26 03691534 c:Director1 2023-03-02 2024-03-01 03691534 c:Director2 2023-03-02 2024-03-01 03691534 c:Director2 2024-03-01 03691534 c:Director3 2023-03-02 2024-03-01 03691534 c:Director3 2024-03-01 03691534 c:Director4 2023-03-02 2024-03-01 03691534 c:RegisteredOffice 2023-03-02 2024-03-01 03691534 d:Buildings d:LongLeaseholdAssets 2023-03-02 2024-03-01 03691534 d:Buildings d:ShortLeaseholdAssets 2023-03-02 2024-03-01 03691534 d:Buildings d:ShortLeaseholdAssets 2024-03-01 03691534 d:Buildings d:ShortLeaseholdAssets 2023-02-26 03691534 d:FurnitureFittings 2023-03-02 2024-03-01 03691534 d:FurnitureFittings 2024-03-01 03691534 d:FurnitureFittings 2023-02-26 03691534 d:FurnitureFittings d:OwnedOrFreeholdAssets 2023-03-02 2024-03-01 03691534 d:ComputerEquipment 2023-03-02 2024-03-01 03691534 d:ComputerEquipment 2024-03-01 03691534 d:ComputerEquipment 2023-02-26 03691534 d:ComputerEquipment d:OwnedOrFreeholdAssets 2023-03-02 2024-03-01 03691534 d:OwnedOrFreeholdAssets 2023-03-02 2024-03-01 03691534 d:PatentsTrademarksLicencesConcessionsSimilar 2024-03-01 03691534 d:PatentsTrademarksLicencesConcessionsSimilar 2023-02-26 03691534 d:CurrentFinancialInstruments 2024-03-01 03691534 d:CurrentFinancialInstruments 2023-02-26 03691534 d:Non-currentFinancialInstruments 2024-03-01 03691534 d:Non-currentFinancialInstruments 2023-02-26 03691534 d:CurrentFinancialInstruments d:WithinOneYear 2024-03-01 03691534 d:CurrentFinancialInstruments d:WithinOneYear 2023-02-26 03691534 d:Non-currentFinancialInstruments d:AfterOneYear 2024-03-01 03691534 d:Non-currentFinancialInstruments d:AfterOneYear 2023-02-26 03691534 d:ShareCapital 2024-03-01 03691534 d:ShareCapital 2023-02-26 03691534 d:SharePremium 2024-03-01 03691534 d:SharePremium 2023-02-26 03691534 d:RetainedEarningsAccumulatedLosses 2023-03-02 2024-03-01 03691534 d:RetainedEarningsAccumulatedLosses 2024-03-01 03691534 d:RetainedEarningsAccumulatedLosses 2022-02-28 2023-02-26 03691534 d:RetainedEarningsAccumulatedLosses 2023-02-26 03691534 d:RetainedEarningsAccumulatedLosses 2022-02-28 03691534 d:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2024-03-01 03691534 d:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2023-02-26 03691534 c:FRS102 2023-03-02 2024-03-01 03691534 c:Audited 2023-03-02 2024-03-01 03691534 c:FullAccounts 2023-03-02 2024-03-01 03691534 c:PrivateLimitedCompanyLtd 2023-03-02 2024-03-01 03691534 d:WithinOneYear 2024-03-01 03691534 d:WithinOneYear 2023-02-26 03691534 d:BetweenOneFiveYears 2024-03-01 03691534 d:BetweenOneFiveYears 2023-02-26 03691534 d:PatentsTrademarksLicencesConcessionsSimilar d:ExternallyAcquiredIntangibleAssets 2023-03-02 2024-03-01 03691534 2 2023-03-02 2024-03-01 03691534 d:PatentsTrademarksLicencesConcessionsSimilar d:OwnedIntangibleAssets 2023-03-02 2024-03-01 03691534 e:PoundSterling 2023-03-02 2024-03-01 iso4217:GBP xbrli:pure
Company registration number: 03691534







DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
1 MARCH 2024


STRATUS TECHNOLOGIES SYSTEMS LIMITED






































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STRATUS TECHNOLOGIES SYSTEMS LIMITED
 


 
COMPANY INFORMATION


Directors
A C W Kuykendall 
N L Olmstead 




Registered number
03691534



Registered office
Watermans House Watermans Court
Lotus Park

The Causeway

Staines-Upon-Thames

Surrey

TW18 3AG




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Magna House

18-32 London Road

Staines-Upon-Thames

TW18 4BP





 


STRATUS TECHNOLOGIES SYSTEMS LIMITED
 



CONTENTS



Page
Directors' Report
1 - 2
Independent Auditors' Report
3 - 7
Statement of Income and Retained Earnings
8
Statement of Financial Position
9
Notes to the Financial Statements
10 - 19


 


STRATUS TECHNOLOGIES SYSTEMS LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 1 MARCH 2024

The directors present their report and the financial statements for the year ended 1 March 2024.

Directors' responsibilities statement

The directors are responsible for preparing 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 judgments 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.

Directors

The directors who served during the year were:

A C W Kuykendall 
N K Rizvi (resigned 30 June 2024)
M E Beckler (appointed 30 June 2024, resigned 11 December 2024)
W R Kellegrew JR (resigned 17 March 2023)
W W Loh (resigned 17 March 2023)
N L Olmstead was appointed as director post year end on 11 December 2024.
 
Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Page 1

 


STRATUS TECHNOLOGIES SYSTEMS LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 1 MARCH 2024


Auditors

The auditor, Menzies LLP, were appointed on 18th April 2024. Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

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





N L Olmstead
Director

Date: 7 April 2025

Page 2

 


STRATUS TECHNOLOGIES SYSTEMS LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STRATUS TECHNOLOGIES SYSTEMS LIMITED

Qualified Opinion


We have audited the financial statements of Stratus Technologies Systems Limited for the period ended 1 March 2024, which comprise the Statement of Income and Retained Earnings, the Statement of Financial Position 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, except for the effects of the matter described in the Basis for Qualified Opinion section, the financial statements:   


give a true and fair view of the state of the company's affairs as at 1 March 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 Qualified Opinion


Stratus Technologies Systems Limited has not accounted for its operating leases in accordance with the requirements of FRS 102 Section 20, which states that operating lease payments should be recognised as an expense on a straight-line basis over the lease term. Instead, the company has capitalised its operating leases. 
 
As a result, the company has incorrectly recognised the following:
 
Right-of-use assets amounting to £114,030.
Lease liabilities of £52,415 due within one year and £62,515 due after one year.
 
Depreciation on the right-of-use asset and an interest charge on the lease liability have been recognised and presented as a single lease expense within administrative expenses, amounting to £72,810. In line with the requirements of FRS 102,  rental expenses of £72,810 should have been recognised within administrative expenses instead.  
 
Furthermore, the company has not complied with the disclosure requirements of FRS 102 and the Companies Act 2006 in relation to leases.
The required missing disclosures should be made which are the minimum operating lease payments.
 
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 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 qualified opinion.


Page 3

 


STRATUS TECHNOLOGIES SYSTEMS LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STRATUS TECHNOLOGIES SYSTEMS LIMITED (CONTINUED)

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.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has been prepared in accordance with applicable legal requirements.


Page 4

 


STRATUS TECHNOLOGIES SYSTEMS LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STRATUS TECHNOLOGIES SYSTEMS LIMITED (CONTINUED)

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 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; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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.


Page 5

 


STRATUS TECHNOLOGIES SYSTEMS LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STRATUS TECHNOLOGIES SYSTEMS LIMITED (CONTINUED)

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 an Auditors' 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.  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 Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including UK Companies Act, employment law and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
 
• We understood how the Company is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures.
 
• The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
 
• We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
 
° Identifying and assessing the design effectiveness of controls management has in place to prevent and detect
              fraud;

° Understanding how those charged with governance considered and addressed the potential for override of 
   controls or other inappropriate influence over the financial reporting process; and
 
° Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

• As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation
for fraud and identified the greatest potential for fraud in the following areas:
 
° Posting of unusual journals and complex transactions;
                     
° Risk of fictitious employees; and
            ° Risk of fraud in revenue recognition through manipulation of journals.
 
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' Report.


Page 6

 


STRATUS TECHNOLOGIES SYSTEMS LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STRATUS TECHNOLOGIES SYSTEMS LIMITED (CONTINUED)

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 Auditors' 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.





Hezelina Hashim FCCA (Senior statutory auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
Magna House
18-32 London Road
Staines-Upon-Thames
TW18 4BP

7 April 2025
Page 7

 


STRATUS TECHNOLOGIES SYSTEMS LIMITED
 


 
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 1 MARCH 2024

Period to 1 March 2024
Period to 26 February 2023
£
£

  

Turnover
  
3,005,146
2,741,012

Cost of sales
  
(320,760)
(69,855)

Gross profit
  
2,684,386
2,671,157

Administrative expenses
  
(2,629,254)
(2,588,369)

Operating profit
  
55,132
82,788

Interest receivable and similar income
  
216
119

Profit before tax
  
55,348
82,907

Tax on profit
  
(34,245)
(13,336)

Profit after tax
  
21,103
69,571

  

  

Retained earnings at the beginning of the year
  
2,343,313
2,273,742

  
2,343,313
2,273,742

Profit for the year
  
21,103
69,571

Dividends declared and paid
  
(2,100,000)
-

Retained earnings at the end of the year
  
264,416
2,343,313
The notes on pages 10 to 19 form part of these financial statements.

Page 8

 


STRATUS TECHNOLOGIES SYSTEMS LIMITED
REGISTERED NUMBER:03691534



STATEMENT OF FINANCIAL POSITION
AS AT 1 MARCH 2024

2024
2023
Note
£
£

Fixed assets
  

Right of use assets
 4 
114,030
-

Tangible assets
 5 
22,942
45,620

  
136,972
45,620

Current assets
  

Debtors: amounts falling due within one year
 6 
1,017,020
4,556,895

Cash at bank and in hand
  
1,052,835
135,290

  
2,069,855
4,692,185

Creditors: amounts falling due within one year
 7 
(350,222)
(864,818)

Net current assets
  
 
 
1,719,633
 
 
3,827,367

Total assets less current liabilities
  
1,856,605
3,872,987

Creditors: amounts falling due after more than one year
  
(62,515)
-

Provisions for liabilities
  

Other provisions
 9 
(28,674)
(28,674)

  
 
 
(28,674)
 
 
(28,674)

Net assets
  
1,765,416
3,844,313


Capital and reserves
  

Called up share capital 
  
2
2

Share premium account
  
1,500,998
1,500,998

Profit and loss account
  
264,416
2,343,313

  
1,765,416
3,844,313


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




N L Olmstead
Director

Date: 7 April 2025

The notes on pages 10 to 19 form part of these financial statements.

Page 9

 


STRATUS TECHNOLOGIES SYSTEMS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 MARCH 2024

1.


General information

Stratus Technologies Systems Limited is a private company, limited by shares, registered in England and
Wales. The company's registered number, registered office address and principle place of business can be found on the Company Information page.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The company operates on a 51 to 53 week fiscal year that ends on the Sunday closest to the last day of February. The financial statements herein are for the year ended 1 March 2024.

The following principal accounting policies have been applied:

 
2.2

Going concern

The directors have assessed the financial performance of the Company at the date when the financial statements were authorised for issue.
The Company has obtained the financial support letter from Penguin Solutions Inc (formerly SMART Global Holdings Inc. ("SGH")) the ultimate parent company and a listed company on NASDAQ, for 12 months from the date of the financial statements approval as forecasts are not prepared at Stratus Technologies Systems  Limited level. Forecasts are prepared on a segmental basis with EMEA forecasts where Stratus Technology Systems Limited is included, demonstrating sufficient profit to support Stratus Technologies Systems Limited. The letter confirms that the ultimate parent company will provide where needed the necessary financial support so that the Company can meet its commitments and continue its business under normal conditions. The directors have satisfied themselves that the parent company is able to provide the financial support needed for the 12 months from when the financial statements were authorised for issue to enable it to continue to trade. As a result, the directors believe the company has adequate resources to enable it to continue as a going concern.
The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the reason that the Company has support from its ultimate parent company Penguin Solutions Inc (formerly SMART Global Holdings Inc. ("SGH")) so that the Company can meet its commitments and continue its business under normal conditions.
Based on the above information, the directors do not consider there to be any material uncertainty relating to the Company’s ability to continue as a going concern and have prepared the financial statements on a going concern basis.

Page 10

 


STRATUS TECHNOLOGIES SYSTEMS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 MARCH 2024

2.Accounting policies (continued)

 
2.3

Foreign currency translation

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.

 
2.4

Revenue

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 discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
- the company has transferred the significant risks and rewards of ownership to the buyer;
- the company retains neither continuing managerial involvement to the degree usually associated with
ownership nor effective control over the goods sold;
- the amount of revenue can be measured reliably;
- it is probable that the company will receive the consideration due under the transaction; and
- the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from a contract to provide services is recognised in the period in which the services are provided 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.
Revenue attributable to transfer pricing is accounted for at arms length in line with the transfer pricing agreement. 

Page 11

 


STRATUS TECHNOLOGIES SYSTEMS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 MARCH 2024

2.Accounting policies (continued)

  
2.5

Adoption of US GAAP - ASC 842 leases

The Company has adopted section ASC 842 of US GAAP in relation to the accounting treatment of operating leases. The financial impact of adopting section ASC 842 of USA GAAP  has been disclosed in the notes to the financial statements. 
In determining the lease term, the Company  assesses whether it is reasonably certain that the Company will exercise options to renew or terminate a lease and when or whether the Company  would exercise an option to purchase the right-of-use asset. Measuring the present value of the initial lease liability requires exercising judgment to determine the discount rate, which was based on interest rates for similar borrowings issued by entities with credit ratings similar to ours.
The Company recognizes right-of use assets and corresponding lease liabilities for leases with an initial term of more than 12 months and do not separate lease and non-lease components. Recognized leases are included in operating lease right-of-use assets and corresponding lease liabilities are included in other current liabilities or non current operating lease liabilities. For operating leases of buildings, the Company accounts for non-lease components, such as common area maintenance, as a component of the lease and include the components in the initial measurement of our right-of-use assets and corresponding liabilities. Operating lease assets are amortised on a straight-line basis over the lease term.

 
2.6

Interest income

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

 
2.7

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 Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.

Page 12

 


STRATUS TECHNOLOGIES SYSTEMS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 MARCH 2024

2.Accounting policies (continued)

 
2.8

Share-based payments

Employee Share Purchase Plan
Penguin Solutions Inc (formerly SMART Global Holdings, Inc. ("SGH")) a listed parent undertaking offers an Employee Share Purchase Plan (ESPP) to substantially all group employees, which permits eligible employees to purchase ordinary shares through payroll deductions of up to 15% of their eligible remuneration, subject to certain limitations. The purchase price of shares under the ESPP equals 85% of the lower of the fair market value of the parent company ordinary shares on either the first or last day of each offering period, which is generally six months. The share based payment expense is calculated as the fair value of the employees' purchase rights using the Black-scholes option valuation model and is recognised over the offering period. The parent undertaking recharges the expense to the company.
Share Inducement Plan (Restricted Security Units)
Penguin Solutions Inc (formerly SMART Global Holdings, Inc. ("SGH")) a listed parent undertaking offers Restricted Security Units to certain group employees to motivate them to contribute to, and enable them to share in any long-term growth and financial success of the group. They are granted with service conditions with restrictions that generally lapse after a three to four year service period. The expense is based on the share price at the date of grant. The parent undertaking recharges the expense to the company.

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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 reporting date.

 
2.10

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.

Page 13

 


STRATUS TECHNOLOGIES SYSTEMS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 MARCH 2024

2.Accounting policies (continued)


2.10
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:

Short-term leasehold improvements
 -
5 years
Fixtures and fittings
 -
3-5 years
Computer equipment
 -
2-5 years

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.

 
2.11

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.12

Financial instruments

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

 
2.13

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Employees

The average monthly number of employees, including directors, during the year was 22 (2023 - 21).

Page 14

 


STRATUS TECHNOLOGIES SYSTEMS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 MARCH 2024

4.


Right of use assets




Leasehold property

£



Cost


At 2 March 2023
-


Additions
174,842



At 1 March 2024

174,842



Depreciation


At 2 March 2023
-


Charge for the period
60,812



At 1 March 2024

60,812



Net book value



At 1 March 2024
114,030



At 1 March 2023
-

Due to the adoption of the group accounting policy of capitalising leases, the Company has recognised the right of use assets of £114,030 and lease liability of £52,415 within one year and £62,515 due in more than one year which is not in compliance with UK GAAP FRS 102. Please refer to note 7 and 8 for lease liabilities.
Depreciation on the right-of-use asset and an interest charge on the lease liability have been recognised and presented as a single lease expense within administrative expenses, amounting to £72,810. 



Page 15

 


STRATUS TECHNOLOGIES SYSTEMS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 MARCH 2024

5.


Tangible fixed assets





Short-term leasehold improvements
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost or valuation


At 2 March 2023
161,267
72,112
265,666
499,045



At 1 March 2024

161,267
72,112
265,666
499,045



Depreciation


At 2 March 2023
154,727
70,836
227,862
453,425


Charge for the year on owned assets
1,083
964
20,631
22,678



At 1 March 2024

155,810
71,800
248,493
476,103



Net book value



At 1 March 2024
5,457
312
17,173
22,942



At 1 March 2023
6,540
1,276
37,804
45,620

Page 16

 


STRATUS TECHNOLOGIES SYSTEMS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 MARCH 2024

6.


Debtors

2024
2023
£
£


Trade debtors
115,673
187,898

Amounts owed by group undertakings
785,627
4,238,977

Other debtors
81,406
79,357

Prepayments and accrued income
13,323
32,409

Tax recoverable
14,075
14,552

Deferred taxation
6,916
3,702

1,017,020
4,556,895


As at 26 February 2023, the debtor balance has been restated to reflect a more accurate classification between Amounts owed by group undertakings and Tax recoverable. An amount of £14,552, previously included within Amounts owed by group undertakings, was wholly attributable to VAT and has now been reclassified to Tax recoverable within debtors. Before the restatement, Amounts owed by group undertakings was reported as £4,253,529. Following the adjustment, this has been revised to £4,238,977, with the corresponding reclassification to Tax recoverable. It is important to note that the total debtors balance of £4,556,895 remains unchanged.


7.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
-
5,820

Amounts owed to group undertakings
19,668
-

Corporation tax
82,850
31,688

Other taxation and social security
62,582
384,662

Lease liabilities
52,415
-

Other creditors
7,102
9,656

Accruals and deferred income
125,605
432,992

350,222
864,818


There is an outstanding charge of deposit on all the company's liabilities to National Westminster Bank Plc of any kind and in any currency (whether present or future actual or contingent and whether incurred alone or jointly with another) including banking charges, commission, interest, costs and expenses.
As at 26 February 2023, Creditors has been restated to provide a more detailed and accurate split to enhance transparency and provide greater clarity. This restatement was undertaken to better align with UK GAAP FRS 102 and Companies Act 2006 to improve the understanding of the financial position. The prior-year figures have been restated accordingly to reflect these changes, however there is no change in overall total Creditors. 

Page 17

 


STRATUS TECHNOLOGIES SYSTEMS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 MARCH 2024

8.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Lease liabilities
62,515
-

62,515
-



9.


Provisions





Provision for liabilities

£





At 2 March 2023
28,674



At 1 March 2024
28,674

Provisions for liabilities and charges of £28,674 (2023: £28,674) is a dilapidation provision based on the
estimated cost of the dilapidation on the leasehold property payable upon termination of the lease.


10.


Commitments under operating leases

At 1 March 2024 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
-
72,807

Later than 1 year and not later than 5 years
-
124,019

-
196,826


11.


Related party transactions

The company has taken advantage of the exemption in FRS 102 Section 1A - small entities, from the requirement to disclose transactions with group companies on the grounds that the company is a wholly owned subsidiary undertaking of the group.

Page 18

 


STRATUS TECHNOLOGIES SYSTEMS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 MARCH 2024

12.


Controlling party

The immediate parent undertaking is SMART Modular Technologies (LX) S.à r.l., a company registered in Luxembourg. The registered office of SMART Modular Technologies (LX) S.à r.l. is 2, rue Edward Steichen, Luxembourg, L-2540, Grand Duchy of Luxembourg.
The Company's ultimate controlling party is Penguin Solutions Inc (formerly SMART Global Holdings, Inc. ("SGH")), a company incorporated in the Cayman Islands.
The results of the company are consolidated into the results of Penguin Solutions Inc (formerly SMART Global Holdings, Inc. ("SGH")). The consolidated financial statements of Penguin Solutions Inc (formerly SMART Global Holdings, Inc. ("SGH")) are publicly available.

 
Page 19