Company registration number 10161344 (England and Wales)
AKER SYSTEMS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023
AKER SYSTEMS LIMITED
COMPANY INFORMATION
Directors
A T S Crawford
D B Thomas
S J Halstead
Secretary
S J Halstead
Company number
10161344
Registered office
25a Market Square
Bicester
Oxfordshire
OX26 6AD
Auditor
Crowe U.K. LLP
Aquis House
49-51 Blagrave Street
Reading
RG1 1PL
AKER SYSTEMS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 21
AKER SYSTEMS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2023
The directors present the strategic report for the year ended 31 May 2023.
Review of the business
The Directors consider the trading results of the Company to be positive especially given the economic conditions experienced during the year and are confident that the Company will continue to build on the achievements of the current financial year. The Company further developed its niche secure data infrastructure technology capabilities during the year. The Directors expect the Company to continue to be profitable in the future.
Aker's customers typically migrate from traditional on-premise data infrastructure to cloud-based data infrastructure. This migration trend has increased dramatically over recent years and is expected to continue. The benefits of migrating to cloud-based data infrastructure for Aker's customers are increased business agility, reduced security risks, operating cost savings and a reduction in capital expenditure.
As global investment in digital transformation (DX) continues to rise, and DX programmes are increasingly coming to market with wider remits, the Company has invested in a deliberate partnering strategy. The Board has directed focus on a small number of the multiple overtures that the Company has received, with significant time and resource devoted to formalising those relationships. The Company has also continued the development of cloud agnostic and private / public cloud capabilities, recognising the rise in hybrid environments as elevated energy prices drive cloud workload costs higher. The Company's technology capabilities have been instrumental in supporting AI business solutions in core clients for a number of years, and as AI applications continue to proliferate, these capabilities continue to be enhanced.
Principal risks and uncertainties
The principal commercial risks relate to managed services contracts and digital transformation contracts, where service level agreements and milestones are committed to and where there is a financial and reputational risk if these services and milestones are not met. The Company has a robust review and escalation process to ensure that it continually operates within these agreed service levels and milestones are delivered within acceptable timescales, remedial action is taken before any business risk occurs to either the Company or customers. There is deemed to be low contractual risk as the Company has a strong track record of delivery and high levels of customer satisfaction.
The price risk of the company is effectively managed by the group entering into multi-year fixed resource day rate contracts with key customers. The credit risk of the company is minimised by the company's focus on public sector customers and well-established enterprises. The company's liquidity and cash flow risks are managed at group level. The group manages these by entering into long term funding arrangements with their lenders under agreements that contain significant liquidity and covenant headroom.
Key performance indicators
The Directors track various financial and operational KPls. Financial KPls tracked are turnover and operating margins across the business and overall overhead costs. Comparison is made of month-on-month trends and actual results against budget.
The key financial KPIs are as follows:
Revenue: £28,812,819 (2022: £25,510,602)
Turnover % change: 12.94%, (2022: 53.25%)
Operating profit: £4,866,613, (2022: £3,619,700)
Operating profit % change: 34.45%, (2022: 33.68%)
The increase in turnover during the year is in line with the board's expectations with new contract wins. The increase in operating profit is in line with the board's expectations and reflects an increase in revenue.
Other performance indicators
The operational KPls tracked are number and percentage of milestones delivered on time and customer satisfaction scores.
- 1 -
AKER SYSTEMS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
S J Halstead
Director
22 September 2023
- 2 -
AKER SYSTEMS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2023
The directors present their annual report and financial statements for the year ended 31 May 2023.
Principal activities
The principal activity of the company continued to be that of the provision of innovative, ultra-secure, enterprise data capabilities, primarily in the UK.
Results and dividends
The results for the year are set out on page 8.
Interim dividends were paid amounting to £550,000 (2022 - £1,083,933). The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
A T S Crawford
D B Thomas
S J Halstead
Auditor
The auditor, Crowe U.K. LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of directors' responsibilities
The directors are responsible for preparing the annual 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 Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards. 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; and
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.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
- 3 -
AKER SYSTEMS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
On behalf of the board
S J Halstead
Director
22 September 2023
- 4 -
AKER SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AKER SYSTEMS LIMITED
Opinion
We have audited the financial statements of Aker Systems Limited for the year ended 31 May 2023 which comprise statement of comprehensive income, statement of financial position, statement of changes in equity and notes to the financial statements, including 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 101 ‘Reduced Disclosure Framework’ (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 May 2023 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the 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 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.
The directors are responsible for the other information contained within the annual report. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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.
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 our 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.
- 5 -
AKER SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AKER SYSTEMS LIMITED
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 3, 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.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and UK taxation legislation.
We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management and revenue recognition. Our audit procedures to respond to these risks included enquires with management about their own identification and assessment of the risk of irregularities, sample testing on the posting of journals and reviewing accounting estimates for biases. Our audit procedures to respond to revenue recognition risks include sample testing revenue across the year and deferred revenue as at year end, agreeing to supporting documentation, and reviewing revenue received either side of the year end to ensure this has been recognised correctly.
Owing to inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
- 6 -
AKER SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AKER SYSTEMS LIMITED
These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.
A further description of our responsibilities for the audit of the financial statements is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s 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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Christine Dobson (Senior Statutory Auditor)
For and on behalf of Crowe U.K. LLP
Date: 22 September 2023
Chartered Accountants
Statutory Auditor
Aquis House
49-51 Blagrave Street
Reading
RG1 1PL
- 7 -
AKER SYSTEMS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2023
2023
2022
Notes
£
£
Revenue
3
28,812,819
25,510,602
Operating expenses
(23,946,206)
(21,890,902)
Operating margin
4,866,613
3,619,700
Investment income
7
82,721
752
Finance costs
8
(418)
(617)
Profit before taxation
4,948,916
3,619,835
Tax on profit
9
(76,468)
Profit and total comprehensive income for the financial year
4,948,916
3,543,367
- 8 -
AKER SYSTEMS LIMITED
STATEMENT OF FINANCIAL POSITION
2023
2022
Notes
£
£
£
£
Non-current assets
Intangible assets
11
1,156,156
246,819
Property, plant and equipment
12
125,700
39,465
1,281,856
286,284
Current assets
Trade and other receivables
13
5,493,050
3,749,646
Cash and cash equivalents
7,685,714
5,778,297
13,178,764
9,527,943
Current liabilities
14
(4,010,318)
(3,853,040)
Net current assets
9,168,446
5,674,903
Net assets
10,450,302
5,961,187
Equity
Called up share capital
18
1
1
Capital contributions
19
1,351,345
1,261,146
Retained earnings
9,098,956
4,700,040
Total equity
10,450,302
5,961,187
The financial statements were approved by the board of directors and authorised for issue on 22 September 2023 and are signed on its behalf by:
S J Halstead
Director
Company registration number 10161344
- 9 -
AKER SYSTEMS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2023
Share capital
Capital contributions
Retained earnings
Total
Notes
£
£
£
£
Balance at 1 June 2021
1
710,188
2,195,606
2,905,795
Year ended 31 May 2022:
Profit and total comprehensive income for the year
-
-
3,543,367
3,543,367
Transactions with owners in their capacity as owners:
Dividends
10
-
-
(1,038,933)
(1,038,933)
Transfer to other reserves
19
-
550,958
550,958
Balance at 31 May 2022
1
1,261,146
4,700,040
5,961,187
Year ended 31 May 2023:
Profit and total comprehensive income for the year
-
-
4,948,916
4,948,916
Transactions with owners in their capacity as owners:
Dividends
10
-
-
(550,000)
(550,000)
Transfer to other reserves
19
-
90,199
90,199
Balance at 31 May 2023
1
1,351,345
9,098,956
10,450,302
- 10 -
AKER SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
Company information
Aker Systems Limited is a private company limited by shares incorporated in England and Wales. The registered office is 25a Market Square, Bicester, Oxfordshire, OX26 6AD. The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Accounting convention
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
The financial statements are presented in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:
inclusion of an explicit and unreserved statement of compliance with IFRS;
presentation of a statement of cash flows and related notes;
disclosure of the objectives, policies and processes for managing capital;
disclosure of key management personnel compensation;
disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;
the effect of financial instruments on the statement of comprehensive income;
comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment, intangible assets, investment property and biological assets;
disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;
a reconciliation of the number and weighted average exercise prices of share options, how the fair value of share-based payments was determined and their effect on profit or loss and the financial position;
comparative narrative information;
for financial instruments, investment property and biological assets measured at fair value and within the scope of IFRS 13, the valuation techniques and inputs used to measure fair value, the effect of fair value measurements with significant unobservable inputs on the result for the period and the impact of credit risk on the fair value; and
related party disclosures for transactions with the parent or wholly owned members of the group.
Where required, equivalent disclosures are given in the group accounts of Nebula Topco Limited. Aker Systems Limited is a wholly owned subsidiary of Nebula Topco Limited and the results of Aker Systems Limited are included in the consolidated financial statements of Nebula Topco Limited which are available to the public and can be obtained as set out in note 21.
1.2
Going concern
Having reviewed the current performance and forecasts, the directors have a reasonable expectation thattrue Aker Systems Limited has adequate resources to continue its operations for the foreseeable future. Any cash flow shortages will be provided by its immediate and ultimate parent undertaking Nebula Topco Limited. For this reason, the directors have continued to adopt the going concern basis in preparing the financial statements.
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AKER SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
1.3
Revenue
Turnover is measured at the fair value of the consideration received or receivable for the rendering of services in the normal course of business, and is shown net of discounts and VAT.
Rendering of services
Revenue arises from the provision of technology services.
Where these services represent a project, revenue is recognised throughout the performance period of the contract on milestone completion where these milestones are independent of each other. The contract milestones approximate the different performance obligations under the contract where the contractual value assigned to each milestone is representative of the market price of that deliverable.
Where the milestones are not independent or there is a service performance obligation, revenue is recognised over the period of service being performed by reference to the stage of completion of the transaction at the end of the reporting period.
Revenue is billable on a monthly basis, based on a fixed-price per work unit consumed, or based on monthly fixed fees subject to adjustment mechanisms for volume changes or scope changes. Contracts generally provide for service-level penalties and payment is typically due within 30 days.
Recurring services are generally considered to be one single performance obligation, comprised of a series of distinct daily units of service satisfied over time. Contract modifications are recorded on a prospective basis. Revenue on services-based contracts is recognised as rights to bill arise. Service-level penalties or bonuses, if any, are accrued in full in the period when the performance targets are failed or achieved, as appropriate.
1.4
Intangible assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software 33.33% straight line
Development costs 33.33% straight line
1.5
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Computers
33.33% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.6
Impairment of tangible and intangible assets
At each reporting end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
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AKER SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
1.7
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument. For trade receivables, the simplified approach permitted by IFRS 9 is applied whereby expected lifetime losses are recognised at the time of the initial recognition of the receivables.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.8
Financial liabilities
Short term creditors are measured at transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs and are subsequently carried at amortised costs using the effective interest method.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable.
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AKER SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Share-based payments
The company participates in a group equity-settled, share-based compensation plans, under which the company receives services from employees as consideration for equity instruments in the designated group company. The awards are granted by the group and the company has no obligation to settle the awards. Equity-settled share-based payments are measured at fair value at the date of grant using the Monte Carlo Model. The fair value determined at the grant date is expensed on a straight-line basis over the expected vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
1.14
Dividends represent a distribution of profits made by the company to its shareholders from retained earnings. Dividends are recognised when the shareholders right to receive them has been established.
1.15
Research & development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
2
Critical accounting estimates and judgements
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
There are no estimates or assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.
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AKER SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
3
Revenue
2023
2022
£
£
Revenue analysed by class of business
Data services
28,812,819
25,510,602
2023
2022
£
£
Revenue analysed by geographical market
United Kingdom
28,812,819
24,686,567
The Netherlands
-
824,035
28,812,819
25,510,602
4
Operating profit
2023
2022
Operating profit for the year is stated after charging:
£
£
Research and development costs
257,042
351,556
Depreciation of property, plant and equipment
40,482
3,892
Amortisation of intangible assets (included within administrative expenses)
317,694
32,376
Share-based payments
90,199
550,958
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
32,450
29,500
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
50
36
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AKER SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
6
Employees
(Continued)
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
3,690,609
3,218,280
Share based payments
90,199
550,958
Social security costs
477,246
409,750
Pension costs
37,882
30,339
4,295,936
4,209,327
The directors of the company received their remuneration via other group companies.
Employees were transferred to another group company on 1 January 2023.
7
Investment income
2023
2022
£
£
Interest income
Interest on bank deposits
75,763
Other interest income
6,958
752
Total income
82,721
752
8
Finance costs
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on other loans
418
617
9
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current year
-
76,468
- 16 -
AKER SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
9
Taxation
(Continued)
The actual charge for the year can be reconciled to the expected charge for the year based on the profit and the standard rate of tax as follows:
2023
2022
£
£
Profit before taxation
4,948,916
3,619,835
Expected tax charge based on a corporation tax rate of 20.00% (2022: 19.00%)
989,919
687,769
Effect of expenses not deductible in determining taxable profit
20,374
110,474
Group relief
(984,596)
(168,361)
Other permanent differences
-
(533,779)
Fixed asset difference
(8,041)
(5,748)
Unrecognised deferred tax
(22,067)
(18,274)
Remeasurement of deferred tax for change in tax rates
4,411
4,387
Taxation charge for the year
-
76,468
An increase to the UK corporation tax rate from 19% to 25%, effective from 1 April 2023, has resulted in a blended tax rate of 20% for the year ending 31 May 2023.
10
Dividends
2023
2022
2023
2022
Amounts recognised as distributions:
per share
per share
Total
Total
£
£
£
£
Ordinary shares
Interim dividend paid
550.00
1,038.93
550,000
1,038,933
- 17 -
AKER SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
11
Intangible fixed assets
Software
Development costs
Total
£
£
£
Cost
At 31 May 2022
94,820
187,354
282,174
Additions
34,152
1,192,879
1,227,031
At 31 May 2023
128,972
1,380,233
1,509,205
Amortisation and impairment
At 31 May 2022
21,678
13,677
35,355
Charge for the year
38,368
279,326
317,694
At 31 May 2023
60,046
293,003
353,049
Carrying amount
At 31 May 2023
68,926
1,087,230
1,156,156
At 31 May 2022
73,142
173,677
246,819
12
Property, plant and equipment
Computers
£
Cost
At 31 May 2022
43,503
Additions
126,717
At 31 May 2023
170,220
Accumulated depreciation and impairment
At 31 May 2022
4,038
Charge for the year
40,482
At 31 May 2023
44,520
Carrying amount
At 31 May 2023
125,700
At 31 May 2022
39,465
- 18 -
AKER SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
13
Trade and other receivables
2023
2022
£
£
Trade receivables
2,687,250
3,283,985
Corporation tax recoverable
243,742
342,015
Amount owed by parent undertaking
1,242,495
Amounts owed by fellow group undertakings
6,252
Other receivables
82,933
62,395
Prepayments and accrued income
1,230,378
61,251
5,493,050
3,749,646
Amounts owed by the parent undertaking and fellow group undertakings are interest free, unsecured and are repayable on demand.
The average credit period on sales is 30 days. No interest is charged on outstanding trade receivables.
The company recognise a loss allowance of 100% for receivables over 330 days past due. In the period ended 31 May 2023 this amount was nil. 92% of trade receivables at the reporting date were settled by 31 August 2023.
14
Liabilities
2023
2022
Notes
£
£
Trade and other payables
15
2,793,182
3,023,592
Taxation and social security
1,217,136
504,201
Deferred revenue
16
325,247
4,010,318
3,853,040
15
Trade and other payables
2023
2022
£
£
Trade payables
564,303
1,019,563
Amount owed to parent undertaking
1,534,707
Amounts owed to fellow group undertakings
2,099,939
-
Accruals
109,950
456,873
Other payables
18,990
12,449
2,793,182
3,023,592
Amounts owed to the parent undertaking and to fellow group undertakings are interest free, unsecured and are repayable on demand.
- 19 -
AKER SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
16
Deferred revenue
2023
2022
£
£
Arising from data services
-
325,247
17
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
37,882
30,339
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. The balance owed to the scheme at 31 May 2023 was £nil (2022: £10,054).
18
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.1p each
1,000
1,000
1
1
The company has one class of Ordinary shares which carry no right to fixed income. All shares rank pari passu in all respects.
19
Capital contributions
2023
2022
£
£
At the beginning of the year
1,261,146
710,188
Additions
90,199
550,958
At the end of the year
1,351,345
1,261,146
Capital contributions relate to the total value of share-based payments in the group scheme granted to employees of the company.
20
Related party transactions
In consideration and as support for loans provided to a fellow group company, the company granted in favour of the lenders an English law all monies guarantee in respect of payment obligations arising under the agreement, English law fixed security over its material assets and English law floating security over substantially all of its assets.
The company is a wholly owned member of Nebula Topco Limited, and as such has taken advantage of the exemption permitted by FRS 101, not to provide disclosures of transactions entered into with other wholly-owned members of the group.
- 20 -
AKER SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
21
Controlling party
The immediate parent undertaking of Aker Systems Limited is Ensco 1366 Limited, a company incorporated in England and Wales. Its registered office is 25a Market Square, Bicester, Oxfordshire, OX26 6AD.
The ultimate parent undertaking of Aker Systems Limited is Nebula Topco Limited, a company incorporated in England and Wales. Its registered office is 25a Market Square, Bicester, Oxfordshire, OX26 6AD.
The largest and smallest group of undertakings for which group financial statements have been drawn up including Aker Systems Limited is that headed by Nebula Topco Limited whose financial statements are available from 25a Market Square, Bicester, Oxfordshire, OX26 6AD.
The ultimate controlling party of Aker Systems Limited is Abry Nebula Aggregator Limited whose registered office is 200 Aldersgate Street, 11th Floor, London, England, EC1A 4HD.
- 21 -
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