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Registered number: 13598574









INSPIRUS CAPITAL MANAGEMENT LTD









ANNUAL REPORT AND GROUP FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2023

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
COMPANY INFORMATION


Directors
D Patel 
S Patel 
U Patel 




Registered number
13598574



Registered office
Level 1 Brockbourne House
77 Mount Ephraim

Tunbridge Wells

Kent

TN4 8BS




Independent auditor
MHA

Victoria Court

17-21 Ashford Road

Maidstone

Kent

ME14 5DA





 
INSPIRUS CAPITAL MANAGEMENT LTD
 

CONTENTS



Page
Group strategic report
1 - 4
Directors' report
5 - 6
Directors' responsibilities statement
7
Independent auditor's report
8 - 11
Consolidated statement of comprehensive income
12
Consolidated balance sheet
13 - 14
Consolidated statement of changes in equity
17 - 18
Company statement of changes in equity
19
Consolidated statement of cash flows
20 - 21
Consolidated analysis of net debt
22
Notes to the financial statements
23 - 43


 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2023

Introduction
 
The principal activity of Inspirus Capital Management Ltd (“the Company” or “Group”) is an Investment Holding company. The Company holds one majority-owned subsidiary, UBDS Group Holdings Ltd (“UBDS Group”), which itself has one wholly-owned subsidiary; UBDS IT Consulting Ltd (“UBDS Digital”).
As at the balance sheet date, the main trading entity within the group is UBDS Digital.  After year-end, UBDS Group invested in and incorporated additional wholly and majority-owned subsidiaries, which are described below in the Future Developments paragraph.

Business review
 
The Company’s profits in the year were determined by the dividend income it received from its subsidiaries, together with any returns on capital deployed in other investment activities.
The Company incurred administrative and investment activity costs resulting in a consolidated operating profit for the year of £1.3m 
(2022 - £2.8m).

UBDS Group
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 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.
UBDS Group 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 and amortisation on its investments.
UBDS Group incurred administrative and innovation and investment activity costs resulting in a consolidated EBITDA of £2.8m 
(2022 - £3.9m).

UBDS Digital
At UBDS Digital, our mantra '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.
 
Page 1

 
INSPIRUS CAPITAL MANAGEMENT LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023

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 UBDS Digital’s 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 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, UBDS 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 UBDS Group’s first investment (Rayo Cloud Ltd) in early April 2024.
Revenue grew 1% to £13.77m 
(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.
UBDS Digital’s operating profit for the year was £2.9m
 (2022 - £3.8m).

Page 2

 
INSPIRUS CAPITAL MANAGEMENT LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023

Principal risks and uncertainties
 
The principal risk in the Company lies in the valuation of the Company’s investments in its subsidiary undertakings. The financial performance of the subsidiary undertakings are monitored regularly.
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 UBDS Digital 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
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 Digital as a great place to work and drive retention.

Page 3

 
INSPIRUS CAPITAL MANAGEMENT LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023

Future developments
 
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 UBDS Group level to supplement this organic growth through targeted capability acquisitions.
The first such investment was made in April 2024 when UBDS 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 UBDS Group adds breadth of opportunity and depth of expertise in AWS-centric digital transformation programmes and unlocks a greater UBDS Group capability in the multi-cloud domain.
In July 2024, UBDS 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.
UBDS Group continues to explore inorganic investment opportunities to expand its capability and customer base and is in live discussions with active sellers.
Social value
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.




S Patel
Director

Date: 16 October 2024

Page 4

 
INSPIRUS CAPITAL MANAGEMENT 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.

Results and dividends

The loss for the year, after taxation and minority interests, amounted to £1,032,819 (15-month period ended 2022 - profit £2,011,455).

Dividends of £1,223,000 (15-month period ended 30 November 2022 - £170,000) were declared in the year.

Directors

The directors who served during the year were:

D Patel 
S Patel 
U Patel 

Future developments

Future developments are addressed within the Strategic Report.

Matters covered in the strategic report

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, principal risks and uncertainties.

Disclosure of information to auditor

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

There have been no significant events affecting the Group since the year end.

Auditor

The auditor, MHAwas appointed during the year and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 5

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023

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





S Patel
Director

Date: 16 October 2024

Page 6

 
INSPIRUS CAPITAL MANAGEMENT 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 2006They 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.

Page 7

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INSPIRUS CAPITAL MANAGEMENT LTD
 

Opinion

We have audited the financial statements of Inspirus Capital Management Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended  30 November 2023 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Balance Sheets, the Consolidated and Company Statements of Changes in Equity, the Consolidated Statements of Cash Flows, the 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.
Page 8

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INSPIRUS CAPITAL MANAGEMENT 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. 


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 Group 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 Group Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and Parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report and the Directors’ Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors’ Responsibilities Statement set out on page 7, 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 Group and Parent Company or to cease operations, or have no realistic alternative but to do so. 

Page 9

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INSPIRUS CAPITAL MANAGEMENT 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 our 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.
Page 10

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INSPIRUS CAPITAL MANAGEMENT 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: 19 October 2024
  







Page 11

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2023


Year ended
30 November
15-month period ended
30 November
2023
2022
Note
£
£

  

Turnover
 4 
13,777,026
13,536,168

Cost of sales
  
(6,994,213)
(6,213,456)

Gross profit
  
6,782,813
7,322,712

Administrative expenses
  
(8,042,977)
(6,777,095)

Other operating income
 5 
-
2,265,205

Operating (loss)/profit
 6 
(1,260,164)
2,810,822

Interest receivable and similar income
 10 
571,882
164,485

(Loss)/profit before taxation
  
(688,282)
2,975,307

Tax on (loss)/profit
 11 
(344,537)
(963,852)

(Loss)/profit for the financial year
  
(1,032,819)
2,011,455

  

(Loss)/profit for the year attributable to:
  

Non-controlling interests
  
-
100,758

Owners of the parent Company
  
(1,032,819)
1,910,697

  
(1,032,819)
2,011,455

The notes on pages 23 to 43 form part of these financial statements.

Page 12

 
INSPIRUS CAPITAL MANAGEMENT LTD
REGISTERED NUMBER: 13598574

CONSOLIDATED BALANCE SHEET
AS AT 30 NOVEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 13 
26,039,560
29,287,539

Tangible assets
 14 
497,660
481,449

Investments
 15 
630,000
630,000

  
27,167,220
30,398,988

Current assets
  

Debtors
 16 
10,010,792
5,376,273

Cash at bank and in hand
 17 
4,873,639
6,916,952

  
14,884,431
12,293,225

Creditors: amounts falling due within one year
 18 
(3,925,501)
(2,234,826)

Net current assets
  
 
 
10,958,930
 
 
10,058,399

Total assets less current liabilities
  
38,126,150
40,457,387

Provisions for liabilities
  

Deferred taxation
 19 
(46,385)
(120,903)

  
 
 
(46,385)
 
 
(120,903)

Net assets
  
38,079,765
40,336,484


Capital and reserves
  

Called up share capital 
 20 
194
194

Merger reserve
 21 
31,798,024
35,048,915

Profit and loss account
 21 
5,985,760
4,991,588

Equity attributable to owners of the Parent Company
  
37,783,978
40,040,697

Non-controlling interests
  
295,787
295,787

Shareholder's funds
  
38,079,765
40,336,484


Page 13

 
INSPIRUS CAPITAL MANAGEMENT LTD
REGISTERED NUMBER: 13598574
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 30 NOVEMBER 2023

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




S Patel
Director

Date: 16 October 2024

The notes on pages 23 to 43 form part of these financial statements.

Page 14

 
INSPIRUS CAPITAL MANAGEMENT LTD
REGISTERED NUMBER: 13598574

COMPANY BALANCE SHEET
AS AT 30 NOVEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 14 
265,051
227,614

Investments
 15 
38,491,506
38,491,506

  
38,756,557
38,719,120

Current assets
  

Debtors: amounts falling due within one year
 16 
4,987,866
486,273

Cash at bank and in hand
 17 
3,617,709
3,492,740

  
8,605,575
3,979,013

Creditors: amounts falling due within one year
 18 
(794,823)
(16,867)

Net current assets
  
 
 
7,810,752
 
 
3,962,146

Total assets less current liabilities
  
46,567,309
42,681,266

  

Provisions for liabilities
  

Deferred taxation
 19 
-
(59,404)

  
 
 
-
 
 
(59,404)

Net assets
  
46,567,309
42,621,862


Capital and reserves
  

Called up share capital 
 20 
194
194

Merger reserve
 21 
38,299,806
38,299,806

Profit and loss account brought forward
  
4,321,862
-

Profit for the year
  
5,169,347
4,491,862

Dividends paid

  

(1,223,900)
(170,000)

Profit and loss account carried forward
  
8,267,309
4,321,862

Shareholder's funds
  
46,567,309
42,621,862


Page 15

 
INSPIRUS CAPITAL MANAGEMENT LTD
REGISTERED NUMBER: 13598574
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 30 NOVEMBER 2023

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 their financial statement. During the year, the Company made a profit of £5,189,346 (15-month period ended 30 November 2022 - £4,491,862).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


S Patel
Director

Date: 16 October 2024

The notes on pages 23 to 43 form part of these financial statements.

Page 16

 

 
INSPIRUS CAPITAL MANAGEMENT LTD


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2023



Called up share capital
Merger reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£



Comprehensive income for the period


Profit for the period
-
-
1,910,697
1,910,697
100,758
2,011,455


Non-controlling interest on acquisition
-
-
-
-
185,029
185,029


Non-controlling interest transfer on dilution of shareholding
-
-
-
-
10,000
10,000



Contributions by and distributions to owners


Dividends paid
-
-
(170,000)
(170,000)
-
(170,000)


Shares issued during the period
194
-
-
194
-
194


Shares issued on group reconstruction
-
38,299,806
-
38,299,806
-
38,299,806


Transfer between reserves (Amortisation of goodwill)
-
(3,250,891)
3,250,891
-
-
-





At 1 December 2022
194
35,048,915
4,991,588
40,040,697
295,787
40,336,484



Comprehensive income for the year


Loss for the year
-
-
(1,032,819)
(1,032,819)
-
(1,032,819)



Contributions by and distributions to owners


Dividends paid
-
-
(1,223,900)
(1,223,900)
-
(1,223,900)


Transfer between reserves (Amortisation of goodwill)
-
(3,250,891)
3,250,891
-
-
-



At 30 November 2023
194
31,798,024
5,985,760
37,783,978
295,787
38,079,765


Page 17

 

 
INSPIRUS CAPITAL MANAGEMENT LTD


 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023


Page 18

 
INSPIRUS CAPITAL MANAGEMENT LTD
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2023


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Profit for the period
-
-
4,491,862
4,491,862


Contributions by and distributions to owners

Dividends paid
-
-
(170,000)
(170,000)

Shares issued during the period
194
-
-
194

Shares issued on group reconstruction
-
38,299,806
-
38,299,806



At 1 December 2022
194
38,299,806
4,321,862
42,621,862


Comprehensive income for the period

Profit for the year
-
-
5,169,347
5,169,347


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(1,223,900)
(1,223,900)


At 30 November 2023
194
38,299,806
8,267,309
46,567,309


Page 19

 
INSPIRUS CAPITAL MANAGEMENT LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 NOVEMBER 2023

2023
2022
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(1,032,819)
2,011,455

Adjustments for:

Amortisation of intangible assets
3,257,979
3,256,805

Depreciation of tangible assets
189,408
122,822

Loss on disposal of tangible assets
(3,256)
(2,263,205)

Interest received
(571,882)
(164,485)

Taxation charge
344,537
963,852

(Increase)/decrease in debtors
(4,140,030)
321,047

(Increase)/decrease in amounts owed by associates
(2,988)
300

Increase/(decrease) in creditors
1,130,907
(30,112)

Corporation tax paid
(350,788)
(776,168)

Net cash generated from operating activities

(1,178,932)
3,442,311


Cash flows from investing activities

Purchase of intangible fixed assets
(10,000)
(35,438)

Sale of intangible assets
-
13,351

Purchase of tangible fixed assets
(209,630)
(426,216)

Sale of tangible fixed assets
7,267
-

Purchase of investment properties
-
(7,550,000)

Sale of investment properties
-
9,813,205

Interest received
571,882
164,485

Net cash movement on acquisition of subsidiary
-
1,846,759

Stamp duty on acquisition of subsidiary
-
(191,505)

Net cash from investing activities

359,519
3,634,641
Page 20

 
INSPIRUS CAPITAL MANAGEMENT LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023


2023
2022

£
£


Cash flows from financing activities

Issue of ordinary shares
-
10,000

Dividends paid
(1,223,900)
(170,000)

Net cash used in financing activities
(1,223,900)
(160,000)

Net (decrease)/increase in cash and cash equivalents
(2,043,313)
6,916,952

Cash and cash equivalents at beginning of year
6,916,952
-

Cash and cash equivalents at the end of year
4,873,639
6,916,952


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
4,873,639
6,916,952


Page 21

 
INSPIRUS CAPITAL MANAGEMENT LTD
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 NOVEMBER 2023




At 1 December 2022
Cash flows
At 30 November 2023
£

£

£

Cash at bank and in hand

6,916,952

(2,043,313)

4,873,639






6,916,952
(2,043,313)
4,873,639

Page 22

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

1.


General information

Inspirus Capital Management Ltd (the Company) is a private company, limited by shares, registered in England and Wales.
The Company's registered number is 13598574 and its registered office is Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS. The Company's principal place of business is Studio 22, Paddington Works, 8 Hermitage Street, W2 1BE.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with 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 15-month period is not comparable.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

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.

Therefore, the Group continues to recognise a merger reserve which arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.

 
2.3

Going concern

The directors have made an assessment in preparing these financial statements as to whether the Group is a going concern and have concluded that there are no material uncertainties that may cast doubt on the Group's ability to continue as a going concern.

Page 23

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Group'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 resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

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'.

 
2.5

Revenue

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. 
 
Page 24

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

2.Accounting policies (continued)


2.5
Revenue (continued)

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.
 
 
2.6

Operating leases: the Group as lessee

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.

  
2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

 
2.8

Interest income

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

  
2.9

Share-based payments

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.

Page 25

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

2.Accounting policies (continued)

 
2.10

Intangible assets

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.

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:

Software
-
5
years
Goodwill
-
10
years

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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:

Motor vehicles
-
14%
Fixtures and fittings
-
33%
Computer equipment
-
33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 26

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

2.Accounting policies (continued)

 
2.13

Joint ventures

Joint ventures are held at cost less impairment.


 
2.14

Pensions

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.

 
2.15

Provisions for liabilities

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

 
2.16

Financial instruments

Financial assets and financial liabilities are recognised in the Balance Sheet when the Company becomes a party to the contractual provisions of the instrument.
Investments in listed shares are classified as basic financial instruments. They are initially measured at transaction price and subsequently measured at fair value, with changes in fair value being recognised in the Statement of Comprehensive Income. Fair value is determined using the quoted bid price at the balance sheet date.
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.
Derivative financial instruments are classified as other financial instruments. They are measured at fair value on initial recognition and at the end of each reporting period, with changes in fair value recognised in profit or loss.
 
Page 27

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

2.Accounting policies (continued)


2.16
Financial instruments (continued)

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.
Interest bearing bank loans, overdrafts and other loans which meet the criteria to be classified as
basic financial instruments are initially recorded at the present value of cash payable to the bank,
which is ordinarily equal to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method.

  
2.17

 Dividends

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

  
2.18

 Merger reserve

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.

 
2.19

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the 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.

Page 28

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

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 hours incurred to date against the estimate of expected total hours to complete. 


4.


Turnover

An analysis of turnover by class of business is as follows:


Year ended
30 November
15-month period ended
30 November
2023
2022
£
£

Consultancy services fee
12,938,309
12,594,992

Third party licence fee
838,717
941,176

13,777,026
13,536,168


All turnover arose within the United Kingdom.


5.


Other operating income

Year ended
30 November
15-month period ended
30 November
2023
2022
£
£

Government grants receivable
-
2,000

Profit on disposal of investment properties
-
2,263,205

-
2,265,205


Page 29

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

6.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

Year ended
30 November
15-month period ended
30 November
2023
2022
£
£

Depreciation of tangible fixed assets
189,408
122,821

Exchange differences
760
325

Amortisation of intangible assets, other than goodwill
7,088
5,914

Amortisation of goodwill
3,250,891
3,250,891

Defined contribution pension cost
791,726
376,781

Government grants
-
(2,000)

Profit on disposal of investment properties
-
(2,263,205)

Profit on disposal of tangible fixed assets
(3,256)
-


7.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor:


Year ended
30 November
15-month period ended
30 November
2023
2022
£
£

Fees payable to the Company's auditor for the audit of the Consolidated and Parent Company's financial statements
36,305
31,750

Page 30

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
5,681,488
3,419,628
120,140
1,635

Social security costs
694,475
428,624
12,318
80

Cost of defined contribution scheme
791,277
376,781
278,109
-

7,167,240
4,225,033
410,567
1,715


The average monthly number of employees, including the directors, during the year was as follows:


      Year ended
     30 November
15-month period ended
      30 November
        2023
        2022
            No.
            No.







Employees
95
45


9.


Directors' remuneration

Year ended
30 November
15-month period ended
30 November
2023
2022
£
£

Directors' emoluments
184,351
41,742

Group contributions to defined contribution pension schemes
49,220
124,070

233,571
165,812


During the year retirement benefits were accruing to 1 (2022 - 1) in respect of defined contribution pension schemes.

Page 31

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

10.


Interest receivable

Year ended
30 November
15-month period ended
30 November
2023
2022
£
£


Other interest receivable
571,882
164,485


11.


Taxation


Year ended
30 November
15-month period ended
30 November
2023
2022
£
£

Corporation tax


Current tax on profits for the year
371,050
962,578

Adjustments in respect of previous periods
(11,399)
(57,579)


359,651
904,999


Group taxation relief
-
(17,532)


359,651
887,467


Total current tax
359,651
887,467

Deferred tax


Origination and reversal of timing differences
(15,114)
76,385

Total deferred tax
(15,114)
76,385


Tax on (loss)/profit
344,537
963,852
Page 32

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year/period

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:

Year ended
30 November
15-month period ended
30 November
2023
2022
£
£


(Loss)/profit on ordinary activities before tax
(688,282)
2,975,307


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23% (2022 - 19%)
(158,305)
565,308

Effects of:


Non-tax deductible amortisation of goodwill and impairment
799,114
617,670

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
117,160
42,584

Adjustments to tax charge in respect of prior periods
8,600
(57,579)

Non-taxable income
(124,112)
-

Adjustment in research and development tax credit leading to a decrease in the tax charge
(295,919)
(209,260)

Deferred tax not recognised
(792)
(13,203)

Effect of increased deferred tax rate of 25%
(1,209)
18,332

Total tax charge for the year/period
344,537
963,852


Factors that may affect future tax charges

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.


12.


Dividends

2023
2022
£
£


Dividends paid
1,223,900
170,000

Page 33

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

13.


Intangible assets

Group





Computer software
Goodwill
Total

£
£
£



Cost


At 1 December 2022
35,438
32,508,906
32,544,344


Additions
10,000
-
10,000



At 30 November 2023

45,438
32,508,906
32,554,344



Amortisation


At 1 December 2022
5,914
3,250,891
3,256,805


Charge for the year
7,088
3,250,891
3,257,979



At 30 November 2023

13,002
6,501,782
6,514,784



Net book value



At 30 November 2023
32,436
26,007,124
26,039,560



At 30 November 2022
29,524
29,258,015
29,287,539



Page 34

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

14.


Tangible fixed assets

Group






Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 December 2022
227,614
30,325
434,786
692,725


Additions
97,837
2,871
108,922
209,630


Disposals
-
(997)
(33,545)
(34,542)



At 30 November 2023

325,451
32,199
510,163
867,813



Depreciation


At 1 December 2022
-
13,103
198,173
211,276


Charge for the year
42,192
9,641
137,575
189,408


Disposals
-
(997)
(29,534)
(30,531)



At 30 November 2023

42,192
21,747
306,214
370,153



Net book value



At 30 November 2023
283,259
10,452
203,949
497,660



At 30 November 2022
227,614
17,222
236,613
481,449

Page 35

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

           14.Tangible fixed assets (continued)


Company






Motor vehicles

£

Cost


At 1 December 2022
227,614


Additions
74,837



At 30 November 2023

302,451



Depreciation


At 1 December 2022
-


Charge for the year
37,400



At 30 November 2023

37,400



Net book value



At 30 November 2023
265,051






Page 36

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

15.


Fixed asset investments

Group





Investment in joint ventures

£



Cost or valuation


At 1 December 2022
630,000



At 30 November 2023
630,000




The Group has a 20% (2022 - 20%) interest in joint venture, Mercury UBDS Development LLP, a  separate structured vehicle incorporated and operating in the United Kingdom.
Mercury UBDS Development LLP was wound down in September 2022 and the members returned the investment value to the Group in full after the year end.

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 December 2022
38,491,506



At 30 November 2023
38,491,506





Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Inspirus Properties 1 Limited
Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS.
Ordinary
100%
UBDS Group Holdings Ltd
Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS.
Ordinary A and Ordinary B
96.81%

Page 37

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

Indirect subsidiary undertaking


The following was an indirect subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

UBDS IT Consulting Limited
Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS.
Ordinary A and Ordinary B
96.81%

Page 38

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

16.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Trade debtors
2,270,692
1,768,615
-
-

Amounts owed by group undertakings
-
-
173,428
17,532

Amounts owed by companies under common control
115,814
112,826
-
-

Other debtors
5,212,512
702,935
4,814,438
456,741

Prepayments and accrued income
2,411,774
2,791,897
-
12,000

10,010,792
5,376,273
4,987,866
486,273



17.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
4,873,639
6,916,952
3,617,709
3,492,740

4,873,639
6,916,952
3,617,709
3,492,740



18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Trade creditors
634,947
324,552
9,730
-

Amounts owed to group undertakings
-
-
-
1

Corporation tax
551,066
557,317
19,999
-

Other taxation and social security
853,508
531,499
20,683
133

Other creditors
802,712
32,706
744,411
7,983

Accruals and deferred income
1,083,268
788,752
-
8,750

3,925,501
2,234,826
794,823
16,867


Amounts due to group undertakings are unsecured, interest free and repayable on demand.

Page 39

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

19.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
(120,903)
-


Charged to profit or loss
74,518
(76,386)


Arising on business combinations
-
(44,517)



At end of year
(46,385)
(120,903)

Company


2023
2022


£

£






At beginning of year
(59,404)
-


Charged to profit or loss
59,404
(59,404)



At end of year
-
(59,404)

The provision for deferred taxation is made up as follows:

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Accelerated capital allowances
(55,726)
(130,244)
-
(59,404)

Pension liabilities
9,341
9,341
-
-

(46,385)
(120,903)
-
(59,404)

Page 40

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

20.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



46,826 (2022 - 46,826) Ordinary A shares of £0.0010 each
47
47
5,000 (2022 - 5,000) Ordinary B shares of £0.0010 each
5
5
5,000 (2022 - 5,000) Ordinary C shares of £0.0010 each
5
5
937 (2022 - 937) Ordinary D shares of £0.0010 each
1
1
44,951 (2022 - 44,951) Ordinary E shares of £0.0010 each
45
45
937 (2022 - 937) Ordinary F shares of £0.0010 each
1
1
90,000 (2022 - 90,000) Ordinary G shares of £0.0010 each
90
90

194

194

Ordinary A, D, E & F shares carry full voting, rights to dividends and active participation to distributions on winding up.
Ordinary B, C & G shares have no voting rights or participation to distributions on winding up.



21.


Reserves

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 reserve
The cumulative profit and loss, net of distributions to owners.


22.


Share-based payments

During the prior period the Company issued options to various employees that are only exercisable if certain conditions are met, which in the view of the directors are unlikely to be met. Consequently no liability or charge has been recognised in these accounts. The share options issued are secured under an arrangement with the UBDS IT Consulting Limited Employee Benefit Trust (EBT), whereby the EBT undertakes to issue shares should excercise take place.


23.


Pension commitments

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 Group to the fund and amounted to £791,277 (2022 - £376,781). Contributions totalling £57,885 (2022 - £37,067) were payable to the fund at the reporting date.

Page 41

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

24.


Commitments under operating leases

At 30 November 2023 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


2023
2022
£
£



Not later than 1 year
-
90,576


25.


Transactions with directors

Loans to the directors are included within other debtors. The loan interest is in line with HMRC beneficial loan arrangements and all amounts are repayable on demand. The movements during the period were as follows:


Directors' loans
£



Arising on business combinations
540,840

Amounts advanced
1,264,765

Amounts repaid
(1,272,397)

Balance carried forward at 30 November 2022
533,208



Amounts advanced
1,656,887

Amounts repaid
(22)

Balance carried forward at 30 November 2023
2,190,073


26.


Related party transactions

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.
During the period, the Company made payments totalling £45,664 
(2022 - £92,214) on behalf of the Patel Discretionary Trust 2022. The trust is a minority shareholder of the Company and controlled by close family of the directors. During the year, the Company paid £500,000 (2022 - £Nil) to the Trust and received repayments of £37,878 (2022 - £Nil). During the year, dividends totalling £660,000 (2022 - £Nil) were declared to the Trust. At the balance sheet date, a balance of £60,000 (2022 - £92,214 due to the Company) was due by the Company and is included within other creditors. 
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.

Page 42

 
INSPIRUS CAPITAL MANAGEMENT LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

27.


Controlling party

The ultimate controlling party is D Patel, by virtue of their shareholding and directorship.

Page 43