| REGISTERED NUMBER: |
| Strategic Report, Directors' Report and |
| Financial Statements for the Period 1 March 2024 to 31 October 2024 |
| for |
| MS Modernisation Services UK, Ltd. |
| REGISTERED NUMBER: |
| Strategic Report, Directors' Report and |
| Financial Statements for the Period 1 March 2024 to 31 October 2024 |
| for |
| MS Modernisation Services UK, Ltd. |
| MS Modernisation Services UK, Ltd. (Registered number: 04283023) |
| Contents of the Financial Statements |
| for the period 1 March 2024 to 31 October 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Directors' Report | 3 |
| Directors' Responsibilities Statement | 4 |
| Report of the Independent Auditors | 5 |
| Income Statement | 8 |
| Other Comprehensive Income | 9 |
| Statement of Financial Position | 10 |
| Statement of Changes in Equity | 11 |
| Notes to the Financial Statements | 12 |
| MS Modernisation Services UK, Ltd. |
| Company Information |
| for the period 1 March 2024 to 31 October 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: |
| AUDITORS: |
| 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 period 1 March 2024 to 31 October 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 period ended 31 October 2024. |
| PRINCIPAL ACTIVITIES & OBJECTIVES |
| The Company used to operate within the Application Modernisation sector of the wider Advanced group of companies. |
| The Company operated within the information technology market, specifically in modernisation solutions. It developed and marketed enterprise legacy migration solutions and provided tools and professional services to enable businesses 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 £2,530,052 (Feb 2024: 2,852,934) and recorded a profit for the year of £1,645,073, (Feb 2024: 273,302), both of which are considered to represent key performance measures of the Company. |
| The average monthly number of employees during the year was 0 (Feb 2024: 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 |
| While trading the company was exposed to liquidity, macroeconomic and innovation risks. However the company is no longer susceptible to these risks due to the transfer of its trade, assets and liabilities to IBM United Kingdom Limited in the period. |
| ON BEHALF OF THE BOARD: |
| 13 June 2025 |
| MS Modernisation Services UK, Ltd. (Registered number: 04283023) |
| Directors' Report |
| for the period 1 March 2024 to 31 October 2024 |
| The Directors present their report together with the audited financial statements for the Company for the period ended 31 October 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 have paid a dividend of £9,027,732 during the year (Feb 2024: £NIL). |
| 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 |
| During the year, the company transferred its trade, assets and liabilities into IBM United Kingdom Limited. The |
| company has no trading activity and consideration is being given to potential liquidation of the company in the |
| foreseeable future. As required by FRS 102, the directors have prepared the financial statements on a basis other than a going concern. No material adjustments arose as a result of ceasing to apply the going concern. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are 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 ware of that information |
| ON BEHALF OF THE BOARD: |
| MS Modernisation Services UK, Ltd. (Registered number: 04283023) |
| Directors' Responsibilities Statement |
| for the period 1 March 2024 to 31 October 2024 |
| The directors are 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 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 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 period ended 31 October 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 31 October 2024 and of its profit for the period 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. |
| Emphasis of matter |
| We draw attention to Note 2 to the financial statements which explains that the company transferred its trade, assets and liabilities into IBM United Kingdom Limited. The company has no trading activity and consideration is being given to potential liquidation of the company in the foreseeable future. Accordingly, the financial statements have been prepared on a basis other than going concern as described in Note 2. Our opinion is not modified in respect of this matter. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Strategic Report, the Directors' Report and the Directors' 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. |
| 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 Directors' Report. |
| 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 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 take advantage of the small companies' exemption from the requirement to prepare a Strategic Report. |
| Responsibilities of directors |
| As explained more fully in the Directors' Responsibilities Statement set out on page four, 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 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. |
| 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. |
| for and on behalf of |
| Chartered Accountants |
| Statutory Auditor |
| 1st Floor |
| Healthaid House |
| Marlborough Hill |
| Harrow |
| Middlesex |
| HA1 1UD |
| MS Modernisation Services UK, Ltd. (Registered number: 04283023) |
| Income Statement |
| for the period 1 March 2024 to 31 October 2024 |
| Period |
| 1.3.24 |
| to | Year Ended |
| 31.10.24 | 29.2.24 |
| Notes | £ | £ |
| TURNOVER | 4 |
| Cost of sales | ( |
) | ( |
) |
| GROSS PROFIT |
| Administrative expenses | ( |
) |
| OPERATING PROFIT | 6 |
| Interest receivable and similar income |
| 1,696,185 | 729,202 |
| Interest payable and similar expenses | 7 | ( |
) | ( |
) |
| PROFIT BEFORE TAXATION |
| Tax on profit | 8 | ( |
) |
| PROFIT FOR THE FINANCIAL PERIOD |
| MS Modernisation Services UK, Ltd. (Registered number: 04283023) |
| Other Comprehensive Income |
| for the period 1 March 2024 to 31 October 2024 |
| Period |
| 1.3.24 |
| to | Year Ended |
| 31.10.24 | 29.2.24 |
| Notes | £ | £ |
| PROFIT FOR THE PERIOD |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
| MS Modernisation Services UK, Ltd. (Registered number: 04283023) |
| Statement of Financial Position |
| 31 October 2024 |
| 2024 | 2024 |
| Notes | £ | £ |
| CURRENT ASSETS |
| Debtors | 10 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 11 | ( |
) |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
12 |
( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 13 |
| Other reserves | 14 |
| Retained earnings | 14 | ( |
) |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| MS Modernisation Services UK, Ltd. (Registered number: 04283023) |
| Statement of Changes in Equity |
| for the period 1 March 2024 to 31 October 2024 |
| Called up |
| share | Retained | Share | Other | Total |
| capital | earnings | premium | reserves | equity |
| £ | £ | £ | £ | £ |
| Balance at 1 March 2023 | ( |
) |
| Changes in equity |
| Total comprehensive income | - | 273,302 | - | 273,302 |
| Balance at 29 February 2024 | ( |
) |
| Changes in equity |
| Total comprehensive income | - | - |
| Increase in share capital | 8,226,790 | - | 2,927,011 | (8,226,788 | ) | 2,927,013 |
| Reduction in share capital | (8,226,788 | ) | 11,153,799 | (2,927,011 | ) | - | - |
| Dividend paid | - | (9,027,732 | ) | - | - | (9,027,732 | ) |
| Balance at 31 October 2024 |
| MS Modernisation Services UK, Ltd. (Registered number: 04283023) |
| Notes to the Financial Statements |
| for the period 1 March 2024 to 31 October 2024 |
| 1. | STATUTORY INFORMATION |
| MS Modernisation Services UK, Ltd. is a |
| 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 |
| During the year, the company transferred its trade, assets and liabilities into IBM United Kingdom Limited. The company has no trading activity and consideration is being given to potential liquidation of the company in the foreseeable future. As required by FRS 102, the directors have prepared the financial statements on a basis other than a going concern. No material adjustments arose as a result of ceasing to apply the going concern. |
| 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 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. |
| MS Modernisation Services UK, Ltd. (Registered number: 04283023) |
| Notes to the Financial Statements - continued |
| for the period 1 March 2024 to 31 October 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 period 1 March 2024 to 31 October 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 period 1 March 2024 to 31 October 2024 |
| 4. | TURNOVER |
| Turnover and profit 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 |
| Period |
| 1.3.24 |
| to | Year Ended |
| 31.10.24 | 29.2.24 |
| £ | £ |
| Directors' remuneration |
| 6. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| Period |
| 1.3.24 |
| to | Year Ended |
| 31.10.24 | 29.2.24 |
| £ | £ |
| Foreign exchange differences | ( |
) |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| Period |
| 1.3.24 |
| to | Year Ended |
| 31.10.24 | 29.2.24 |
| £ | £ |
| Bank interest |
| Interest payable |
| 8. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the period was as follows: |
| Period |
| 1.3.24 |
| to | Year Ended |
| 31.10.24 | 29.2.24 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Tax on profit |
| UK corporation tax has been charged at 25% . |
| MS Modernisation Services UK, Ltd. (Registered number: 04283023) |
| Notes to the Financial Statements - continued |
| for the period 1 March 2024 to 31 October 2024 |
| 8. | TAXATION - continued |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| Period |
| 1.3.24 |
| to | Year Ended |
| 31.10.24 | 29.2.24 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2024 - |
| Effects of: |
| Utilisation of tax losses | ( |
) |
| Non-trade deficits b/fwd against trading income | (296,218 | ) | - |
| Group Relief | (103,630 | ) | - |
| Marginal Relief | (1,636 | ) | - |
| Total tax charge | 13,046 | - |
| 9. | TANGIBLE FIXED ASSETS |
| There are no tangible fixed assets held by the company as at the reporting date |
| 10. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2024 |
| £ | £ |
| Trade debtors |
| Amounts owed by group undertakings |
| Prepayments and accrued income |
| 11. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2024 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| VAT | - | 73,793 |
| Accruals and deferred income |
| 12. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2024 | 2024 |
| £ | £ |
| Other creditors | - | 5,014,898 |
| MS Modernisation Services UK, Ltd. (Registered number: 04283023) |
| Notes to the Financial Statements - continued |
| for the period 1 March 2024 to 31 October 2024 |
| 13. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2024 |
| value: | £ | £ |
| Ordinary | 1 | 4 | 2 |
| (2024 - 2 ) |
| 2 Ordinary shares of 1 were issued during the period |
| 14. | RESERVES |
| Retained | Share | Other |
| earnings | premium | reserves | Totals |
| £ | £ | £ | £ |
| At 1 March 2024 | ( |
) | 6,314,575 |
| Profit for the period | - | - |
| Increase in share capital | - | 2,927,011 | (8,226,788 | ) | (5,299,777 | ) |
| Reduction in Shares / Premium | 11,153,799 | (2,927,011 | ) | - | 8,226,788 |
| Dividend paid | (9,027,732 | ) | - | - | (9,027,732 | ) |
| At 31 October 2024 | 1,858,927 |
| 15. | 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. |
| 16. | TRANSFER OF BUSINESS |
| In accordance with the Asset Purchase Agreement between MS Modernisation Services UK Ltd (the seller) and IBM United Kingdom Limited (the buyer), the business was transferred from the seller to the buyer on 1st October 2024 |