Registered number: 13598503
UBDS GROUP HOLDINGS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
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UBDS GROUP HOLDINGS LTD
COMPANY INFORMATION
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UBDS GROUP HOLDINGS LTD
CONTENTS
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Directors' Responsibilities Statement
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Balance Sheet
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Notes to the Financial Statements
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UBDS GROUP HOLDINGS LTD
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2023
The principal activity of UBDS Group Holdings Limited (“UBDS Group” or “the Company”) continues to be that of an Investment Holding company. At the balance sheet date, the Company had one wholly-owned subsidiary, UBDS IT Consulting Ltd (“UBDS Digital”).
After the year-end, the Company invested in or incorporated additional wholly and majority-owned subsidiaries, described below in the Future Developments paragraph.
Our mission at UBDS Group is to support entrepreneurs who are setting new standards with technology solutions across cloud services, cybersecurity, and data and AI. We ensure that every investment advances our Group's commitment to innovation, making a difference, and creating impactful solutions for organisations and society.
We are dedicated to championing entrepreneurial spirit by investing in innovators who leverage technology to create meaningful change.
Business review
The Company's profits in the year were determined by the dividend income and management charges it received from its only trading subsidiary, UBDS Digital, less administrative or investment-related costs incurred by the Company and amortisation on its investments.
At UBDS Digital, our mantra is 'Exceptional Outcomes. Never Compromise' is more than just a tagline - it's the core of our promise to clients. This pledge underlines our unwavering commitment to delivering solutions that exceed expectations while upholding our quality, integrity, and innovation principles.
In every project and solution, we ensure our clients receive the best tailored to their unique needs without cutting corners or settling for less. It's our way of ensuring that when partnering with UBDS Digital, you're guaranteed to achieve outcomes that are not only exceptional but also ethically grounded and sustainable over the long term.
Our passionate, outcomes-focused team of trusted experts works across complex digital transformation projects for some of the UK's largest private and public sector organisations.
UBDS Digital provides vendor-agnostic IT professional services spanning Advisory, Technology Implementation, Project and Programme Delivery and Cyber and Managed and Support Services. Services are delivered primarily on a fixed outcome pricing model, demonstrating our commitment to delivering quality and value for money.
2023 saw continued investment in long-term strength and growth, with average FTEs growing from 55 in 2022 to 92 in 2023 across both technical and non-technical delivery capability and within the commercial and shared service functions. At the year-end, the closing FTE count was 104 (2022 - 78).
Due to uncertainty in the marketplace as a result of the war in Ukraine and the global cost of living crisis, many public and private sector clients engaged more cautiously than we had seen in prior years, resulting in longer times to contract, a trend that has been noted across our peers in the industry. This resulted in available FTE billable utilisation rates within the project teams falling slightly below the Company target of 80%, delivering a still respectable 76% (5% better than the prior year of 71%).
Direct costs, driven primarily by wage inflation and headcount growth, grew despite a significant reduction in the use of associate resources. Meanwhile, market tensions drove downward stickiness in achievable day
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UBDS GROUP HOLDINGS LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
rates, creating pressure on gross margins (49% versus 2022 - 54%).
Consequently, the results of growth investments did not crystallise same-year gains in revenue (timing delays) and EBITDA (margin tightening). However, the investments positioned the business to secure its largest-ever contract (over £10m revenue, most of which will be delivered over 2024) and grow in our Data, AI, and Cyber Security capabilities. The revenue gains from these investments will be seen in the 2024 results, which are on track to show approximately 50% year-on-year revenue growth.
In parallel to organic growth activities, the Group has been reviewing opportunities to expand on existing capabilities through inorganic means. The shared services capabilities established within UBDS Digital (across finance, HR, resourcing, bid support, and sales and marketing) were strengthened in the year to support such inorganic expansion, starting with the Group’s first investment (Rayo Cloud Ltd) in early April 2024.
Revenue grew 1% to £13.67m (2022 - £13.54m) compared to 2022, with EBITDA shrinking from £3.9m in 2022 to £3.1m in 2023. At face value, this revenue growth might appear disappointing. Still, in light of the market challenges mentioned earlier, the Directors view the 23% EBITDA (2022 - 29%) performance as very positive and consider early-mid-20s margins to be a more realistic and sustainable medium-term target for an organisation of our scale.
The Company's operating profit for the year was £2.9m (2022 - £3.8m).
Group Consolidated Results
The Group incurred administrative and innovation and investment activity costs resulting in a consolidated EBITDA of £2.8m (2022 - £3.9m).
Principal risks and uncertainties
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Political and Economic Risk
Global economic uncertainty presents an ongoing risk to the UBDS Digital business as all costs, including wages, continue to face upward pressure. We remain vigilant to cost risks and continue to explore innovative cost management, efficiencies and pricing adjustment strategies, including enabling an internal task force to consider opportunities for Innovation, including (but not limited to) AI-enabled working practices.
The business has been relatively unaffected by “BREXIT” as it is currently heavily focused on the UK market and does not perceive a significant risk in this domain.
The change in the UK Government in 2024 brings UBDS Digital risks (re-prioritisation and budget reviews for existing work streams) and opportunities through anticipated departmental efficiency savings programmes.
Changes in Technology
The IT landscape is changing at an accelerating pace as we enter what some are calling “the age of AI.” As a future-focused organisation, AI presents more opportunities than risks to the business, but it is acknowledged that ongoing attention to the changing fabric of the industry is required. To that end, the Company has established a dedicated Strategy and Innovation function to ensure that both internal processes and client services are optimised for efficiency and that the opportunity presented by AI is capitalised upon.
Cashflow and liquidity risks
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UBDS GROUP HOLDINGS LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
UBDS Digital has been and remains highly cash-generative and debt-free. The most considerable cash risk that the business faces is through working capital locked up in work in progress, a risk that has increased with the signing of the above-mentioned large contract. Since the business sells on outcomes rather than a time basis and invoices on delivery of outcome milestones, as projects grow in size, the risk of lockup increases. Milestone billing remains a key focus, and our pricing breakdown structures are under constant review to ensure billing schedules do not negatively impact cash flow.
Staff attraction and retention
Due to significant redundancies across many of the larger technology companies, we perceive a loosening of previous years' general skill shortage environment. The quality bar is set very high in UBDS Digital; however, due to our primary value, “Our reputation is everything”. As a result, we only employ the best talent in the market, and our applicant screening processes are consequently rigorous. We continue to review and evolve our workplace environments in London and Manchester, and our career pathway plans to build on UBDS as a great place to work and drive retention.
UBDS Digital plans to grow organically, focusing on public sector and financial services clients and on Data and AI, Cyber Security, and Managed Services. It is intended at a Group level to supplement this organic growth through targeted capability acquisitions.
The first such investment was made in April 2024 when the Group acquired a majority stake in Rayo Cloud Ltd (“Rayo”).
Rayo are cloud, data and AI specialists who believe there is a better way to do business. With our experience and expertise, we collaborate with our customers to find a better way to realise the genuine opportunity presented by Amazon Web Services (“AWS”) and the cloud. Led by ex-AWS executives, the addition of Rayo to the Group adds breadth of opportunity and depth of expertise in AWS-centric digital transformation programmes and unlocks a greater Group capability in the multi-cloud domain.
In July 2024, the Group incorporated two new legal entities focusing on Cyber and Data services (Soteria Cyber Ltd and Datym Ltd). These startups have distinct focus areas, and we look forward to updating the shareholders on their growth and direction in the financial year 2025 financial statements.
The Group continues to explore inorganic investment opportunities to expand its capability and customer base and is in live discussions with active sellers.
The whole UBDS Group is committed to embedding social value at the heart of everything we do, in order to play our part in building a better future for others. To demonstrate its active commitment, we are aligning our values to recognised social value standards, with a view to formal certification in FY25.
This report was approved by the board and signed on its behalf.
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UBDS GROUP HOLDINGS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2023
The directors present their report and the financial statements for the year ended 30 November 2023.
The loss for the year, after taxation, amounted to £1,135,898 (15-month period ended 30 November 2022 - loss £114,622).
A dividend of £3,500,000 (15-month period ended 30 November 2022 - £4,156,496) has been paid in the year.
The directors who served during the year were:
Future developments are addressed within the Strategic Report.
Matters covered in the strategic report
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Certain items required under Schedule 7 to be disclosed in the Directors' Report are set out in the Strategic Report in accordance with S 414C(II) of the Companies Act 2006; these being the Company's principal activity and principal risks and uncertainties.
Disclosure of information to auditors
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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 and the Group's auditor is 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 and the Group's auditor is aware of that information.
Post balance sheet events
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On 2nd April 2024, the Group acquired a majority stake of UK-based Rayo Cloud Limited (“Rayo”). Established in December 2023, Rayo is cloud, data and AI specialist company. In July 2024, the Group incorporated two new legal entities in United Kingdom called Soteria Cyber Ltd and Datym Ltd with a focus on Cyber and Data services.
The Group has a 20% interest in Mercury UBDS Development LLP, a separate UK-based vehicle that was wound down in September 2022. The members of the vehicle returned the investment value to the Group in full after the balance sheet date.
The auditor, MHA, was appointed during the year and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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UBDS GROUP HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
This report was approved by the board and signed on its behalf.
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UBDS GROUP HOLDINGS LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2023
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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UBDS GROUP HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UBDS GROUP HOLDINGS LTD
Opinion
We have audited the financial statements of UBDS Group Holdings Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 30 November 2023 which comprise the Consolidated Statement of Comprehensive Income, Consolidated and Company Balance Sheets, Consolidated and Company Statement of Changes in Equity, Consolidated Analysis of Net Debt and the 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 FRS 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 Group's and of the Parent Company's affairs as at 30 November 2023 and of the Group's loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the 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 Group and Parent 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.
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UBDS GROUP HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UBDS GROUP HOLDINGS LTD (CONTINUED)
Other information
The other information comprises the information included in the Annual report and financial statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Annual report and financial statements. 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 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.
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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.
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Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.
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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.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 6, 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 Group's and the Parent 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.
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UBDS GROUP HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UBDS GROUP HOLDINGS LTD (CONTINUED)
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:
∙enquiry of management, those charged with governance around actual and potential litigation and claims;
∙performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
∙reviewing minutes of meetings of those charged with governance;
∙reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and
∙maintaining professional scepticism throughout the course of our audit work.
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 is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent 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 Parent 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 Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
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UBDS GROUP HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UBDS GROUP HOLDINGS LTD (CONTINUED)
Duncan Cochrane-Dyet BSc BFP FCA (Senior Statutory Auditor)
for and on behalf of
MHA
Statutory Auditor
Maidstone, United Kingdom
MHA is the trading name of Macintyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313)
Date:
30 August 2024
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UBDS GROUP HOLDINGS LTD
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2023
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15-month period ended
30 November
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Interest receivable and similar income
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(Loss)/profit before taxation
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Loss for the financial year
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There was no other comprehensive income for 2023 (2022 - £Nil).
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The notes on pages 16 to 35 form part of these financial statements.
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UBDS GROUP HOLDINGS LTD
REGISTERED NUMBER: 13598503
CONSOLIDATED BALANCE SHEET
AS AT 30 NOVEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 35 form part of these financial statements.
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UBDS GROUP HOLDINGS LTD
REGISTERED NUMBER: 13598503
COMPANY BALANCE SHEET
AS AT 30 NOVEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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Profit and loss account brought forward
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Profit and loss account carried forward
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 35 form part of these financial statements.
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UBDS GROUP HOLDINGS LTD
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2023
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At 2 September 2021 (on incorporation)
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Comprehensive loss for the period
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Contributions by and distributions to owners
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Shares issued during the period
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Transfer between reserves (Amortisation of goodwill)
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Shares issued on group reconstruction
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Comprehensive loss for the year
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Contributions by and distributions to owners
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Shares redeemed during the year
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Transfer between reserves (Amortisation of goodwill)
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UBDS GROUP HOLDINGS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2023
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At 2 September 2021 (on incorporation)
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Comprehensive income for the period
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Contributions by and distributions to owners
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Shares issued during the period
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Shares issued on group reconstruction
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Comprehensive loss for the year
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Contributions by and distributions to owners
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Shares cancelled during the year
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UBDS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
UBDS Group Holdings Ltd (the Company) is a private company, limited by shares, registered in England and Wales.
The Company's registered number is 13598503 and its registered office is Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, England, TN4 8BS. The Company's principal place of business is Studio 22, Paddington Works, 8 Hermitage Street, W2 1BE.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
In the prior period, the Company extended its period to coincide with its subsidiaries. Therefore the comparative figures represent a 15-month period and are not fully comparable.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
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UBDS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
2.Accounting policies (continued)
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Inspirus Capital Management Limited, and these may be obtained from the registered office address of Inspirus Capital Management Limited, being Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, England, TN4 8BS.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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UBDS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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:
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 the Group 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.
The Group's revenues are primarily derived from providing professional services under fixed-fee arrangements. Revenues from fixed-fee contracts are generally recognised as services rendered and the Group evaluates the status of each project monthly to ensure that the estimated cost to complete each contract remains accurate and accrues for any estimated losses, if necessary, in the period in which such losses are determined.
Revenues in respect of third party hardware installations are recognised at the point at which the hardware is delivered and installed. Similarly, revenues from third party software licence sales are recognised when the risks and rewards of the licence pass to the customer.
Revenues earned on managed service contracts are recognised on a straight-line basis over the term of the contract.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Interest income is recognised in profit or loss using the effective interest method.
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UBDS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
2.Accounting policies (continued)
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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UBDS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
2.Accounting policies (continued)
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Current and deferred taxation
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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 balance sheet date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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 balance sheet date.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life of 10 years.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
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UBDS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
2.Accounting policies (continued)
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.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Joint ventures are held at cost less impairment.
Investments in subsidiaries are measured at cost less accumulated impairment.
Financial assets and financial liabilities are recognised in the Balance Sheet when the Company becomes a party to the contractual provisions of the instrument.
Trade and other debtors and creditors are classified as basic financial instruments and measured on initial recognition at transaction price. Debtors and creditors are subsequently measured a amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the Company will not be able to collect all amounts due.
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the Company’s cash management.
Financial liabilities and equity instruments issued by the Company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
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UBDS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
2.Accounting policies (continued)
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.
Amounts arising from a business combination accounted for as a merger in accordance with UK GAAP are recognised in the merger reserve. Subsequently, the amortisation of the associated goodwill is released against the merger reserve.
In a previous period, the UBDS IT Consulting Limited Employee Benefit Trust (EBT) was set up. The Trustees of the EBT are independent from the Company and those charged with management, therefore the EBT is not considered to be under the control of the Company. The assets and liabilities of the EBT are therefore not recognised within the financial statements of the Company. During the year ended 30 November 2023, the Company has made payments to the EBT totalling £Nil (2022 - £Nil) which are shown as distributions from reserves within the Statement of Changes in Equity.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Accrued income
As described in the accounting policy for revenue, the directors assess the stage of completion on fixed fee contracts at the reporting date. Revenues are then recognised based on the cost incurred to date against the estimate of expected total cost to complete.
Useful life of goodwill & other intangible assets
The principle balances relate to the acquisition of UBDS IT Consulting Limited on 29 November 2021 and are being amortised over a ten year period (note 12). The Group continually monitors this policy and the performance of the assets acquired including ongoing trading performance, and will amend the estimate of the useful life should it be required
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UBDS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
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An analysis of turnover by class of business is as follows:
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15-month period ended
30 November
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Third party services and licences resold
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All turnover arose within the United Kingdom.
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The operating (loss)/profit is stated after charging:
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15-month period ended
30 November
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Depreciation of tangible fixed assets
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Amortisation of intangible assets, other than goodwill
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Defined contribution pension cost
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Profit on the disposal of tangible fixed assets
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UBDS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
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During the year, the Group obtained the following services from the Company's auditor:
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15-month period ended
30 November
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Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
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The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the Parent Company.
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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15-month period ended
30 November
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15-month period ended
30 November
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UBDS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
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15-month period ended
30 November
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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 1 director (2022 - 1) in respect of defined contribution pension schemes.
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15-month period ended
30 November
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Interest receivable from group companies
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Other interest receivable
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UBDS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
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15-month period ended
30 November
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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UBDS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
10.Taxation (continued)
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Factors affecting tax charge for the year/period
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The tax assessed for the year/period is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23% (2022 - 19%). The differences are explained below:
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15-month period ended
30 November
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(Loss)/profit on ordinary activities before tax
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(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23% (2022 - 19%)
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Non-tax deductible amortisation of goodwill and impairment
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Adjustments to tax charge in respect of prior periods
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Adjustment in research and development tax credit leading to a decrease in the tax charge
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Deferred tax not recognised
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Effect of increased deferred tax rate of 25%
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Other timing differences leading to an increase (decrease) in taxation
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Total tax charge for the year/period
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Factors that may affect future tax charges
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Finance Act 2021 included legislation to increase the main rate of corporation tax from 19% to 25% from 1 April 2023. The effects of this increase are reflected in the above. There were no factors that may affect future tax charges.
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UBDS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
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On 9 June 2023, the Company declared a dividend of £3.5m. At the date the dividend was approved and paid, management reviewed the available retained earnings and adequately covered the payment and expected future expenses.
The Company has subsequently incurred expenses which were unforeseen at the time of the dividend payment, resulting in negative retained earnings of £273k at the year end.
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UBDS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
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UBDS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
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Investment in joint ventures
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Mercury UBDS Development LLP was wound down in September 2022 and the members returned the investment value to the Company in full after the year end.
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Investments in subsidiary companies
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The following was a subsidiary undertaking of the Company:
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UBDS IT Consulting Limited
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Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS.
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Ordinary A and Ordinary B
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UBDS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
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The following was a joint venture of the Company:
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Mercury UBDS Development LLP
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5th Floor, 11 Leadenhall Street, London, EC3V 1LP
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Amounts owed by group undertakings
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Amounts owed by companies under common control
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Prepayments and accrued income
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Amounts due by group undertakings are unsecured, interest free and repayable on demand.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts due to group undertakings are unsecured, interest free and repayable on demand.
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UBDS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
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Charged to profit or loss
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Arising on business combinations
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Accelerated capital allowances
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UBDS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
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Allotted, called up and fully paid
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100,000 (2022 - 100,000) Ordinary A shares of £0.001 each
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100,000 (2022 - 100,000) Ordinary B shares of £0.001 each
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25 (2022 - 30) Ordinary C shares of £0.001 each
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Ordinary A shares carry full voting, rights to dividends and active participation to distributions on winding up.
Ordinary B shares have no voting rights or participation to distributions on winding up.
During the year, 5 Ordinary C shares were cancelled with a par value of £0.001. The amount paid per share was £333.33.
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Share premium account
The amount received by the Company on the issue of shares exceeds par value.
Merger Reserve
Merger reserve arose on a business combination that was accounted for as a merger in accordance with UK GAAP. Amortisation of the associated goodwill has been released against the merger reserve.
Profit and loss account
The cumulative profit and loss, net of distributions to owners.
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During the year, the UBDS IT Consulting Limited Employee Benefit Trust (EBT), a Company with common ownership, has issued options to various employees that are only exercisable in certain specific circumstances. As the directors are of the opinion that the likelihood of these circumstances arising in the foreseeable future is remote, the cost of issuing these options has not been recognised.
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The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £513,168 (2022 - £376,781). Contributions totalling £57,885 (2022 - £37,067) were payable to the fund at the reporting date.
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UBDS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
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Commitments under operating leases
|
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At 30 November 2023 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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The Company had no commitments under non-cancellable operating leases at the balance sheet date.
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Transactions with directors
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Loans to the directors and key management personnel are included within other debtors. The loan interest is in line with HMRC beneficial loan arrangements, and all amounts are repayable during the terms of the loans or earlier in case of an event of default, including the borrower ceasing their employment. The movements during the period were as follows:
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Arising on business combinations
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Balance carried forward at 30 November 2022
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Balance carried forward at 30 November 2023
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Related party transactions
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At the balance sheet date, the Group had a loan due from UBDS DMCC, a company under common control, totalling £115,814 (2022 - £112,826). The loan is interest free and repayable on demand. During the period, the Group made purchases of £43,644 (2022 - £34,927) from UBDS DMCC under normal market conditions.
The Company has taken advantage of the exemption available to it under FRS102 33.1A and has not disclosed transactions with other fellow group companies that are wholly owned by the group.
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UBDS GROUP HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
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Post balance sheet events
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On 2nd April 2024, the Group acquired a majority stake of UK-based Rayo Cloud Limited (“Rayo”). Established in December 2023, Rayo is cloud, data and AI specialist company. In July 2024, the Group incorporated two new legal entities in United Kingdom called Soteria Cyber Ltd and Datym Ltd with a focus on Cyber and Data services.
The Group has a 20% interest in Mercury UBDS Development LLP, a separate UK-based vehicle that was wound down in September 2022. The members of the vehicle returned the investment value to the Group in full after the balance sheet date.
The immediate and ultimate parent undertaking is Inspirus Capital Management Limited, a company registered in England and Wales.
The smallest and largest group of undertakings for which group accounts for the year ending 30 November 2023 have been drawn up, is that headed by Inspirus Capital Management Limited. The registered office address of is Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, England, TN4 8BS.
The ultimate controlling party is D Patel, by virtue of their shareholding and directorship in the ultimate parent undertaking.
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