Company registration number: 08058712
COMPANY INFORMATION
CONTENTS
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
Inspiro Learning Limited is a national multisector training provider, providing apprenticeships and commercial training across the UK. Government funding is through the Department of Education ("DfE" formerly “ESFA”), Skills Development Scotland, the Department for the Economy Northern Ireland and, via a subcontracting agreement, the Welsh Assembly Government and, the apprenticeship Levy. Funding for commercial programmes is via bespoke contractual agreements with customers.
This is the first full year of trading following full separation from Babcock Group systems and processes, which was completed in early 2024. During the year ended 31 March 2025, Inspiro has thrived, both in continuing excellent, long term working relationships with key customers, and winning of new accounts. This has resulted in financial results showing growth both at a revenue and profit level.
An ongoing strategy for growth has been developed in conjunction with our shareholders who work with the business to review progress against those plans and input into the development of this strategy.
We continue to make investment in developing learning solutions to suit the changing needs of both employers and learners whilst further developing skills and capabilities in our people.
An ongoing strategy for growth has been developed in conjunction with our shareholders who work with the business to review progress against those plans and input into the development of this strategy.
We continue to make investment in developing learning solutions to suit the changing needs of both employers and learners whilst further developing skills and capabilities in our people.
In August 2024 as required by the DfE (formerly ESFA) an Audit & Risk Committee was formed to:
∙Assist the Board in its oversight of the integrity of the Business’ DfE related funding provision, including supporting the Board in meeting its responsibilities regarding regulatory matters alongside related systems and internal controls
∙Monitor, on behalf of the Board, the effectiveness and objectivity of internal auditors
∙Assess, on behalf of the Board, the effectiveness of the Business’ key controls framework across the following areas:
°Operational risk including appropriateness of the control environment
°Funding rule compliance
°Quality
°Risk management and assurance
°External and internal audit including oversight of implementation of any recommendations in relation to the DfE
°Whistleblowing
°Assessing the appropriateness of fraud prevention measure and the procedures in place for reporting any such occurrences
The audit committee is operating to a Terms of Reference as approved by the Board of Inspiro Learning Ltd and to whom it reports it activities and finding including recommendation from time to time.
The Audit and Risk Committee is made up of 2 members, the Chair who is also part of the Board and an independent non-executive who has deep sector experience in relation to funding rules and obligations. In addition, a number of the Executive attend in their specific capability including the CEO, COO and CFO.
This committee meets at least 4 times a year.
Page 1
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
The key risks and uncertainties affecting the Company are considered to be related to changes in government policy, budget allocations and the changing political and regulatory environment. The Directors manage this risk by having regular dialogue with government funding bodies and by ensuring the business adapts to those changes and those of employers.
Government Education Policy Risk
The company generates a proportion of its revenue from training activities influenced and in part funded ultimately by government sources. Changes to UK Government and/or the policy initiatives they pursue in respect of education and training is both a risk and opportunity to the Company futures growth aspirations.
Regulatory Risk
The Board of Directors maintain an up-to-date knowledge of general regulatory risk associated with the undertaking of the business in its marketplace. General regulatory frameworks include but not limited to those areas of Health and Safety, Safeguarding, Employment Law, and Data Protection Law. Risk is managed through the adoption of policies and procedures that address each area.
Price risk
The Company is exposed to price risk as a result of its operations. The board closely monitors changes to prices across its markets and reacts appropriately to such changes on a timely basis where this is deemed appropriate. This includes price changes enforced by government legislation changes.
Credit risk
A key trade debtor of the company is the Department of Education (DfE formerly ESFA), although there is an onward risk whereby, we require the employer partners that we work with to pay their apprenticeship levy to allow the DfE (formerly ESFA) to release the funding to us. The Company ensures that it is in compliance with the requirements set out in the contract between the Company and the DfE (formerly ESFA) to manage the credit risk. Strong relationships are maintained with customers to ensure that all performance obligations are met thereby managing any credit risk on a regular basis.
Liquidity risk
Liquidity risk is managed through regular monitoring of short-term cash flows as well as medium and long-term scenario planning.
Government Education Policy Risk
The company generates a proportion of its revenue from training activities influenced and in part funded ultimately by government sources. Changes to UK Government and/or the policy initiatives they pursue in respect of education and training is both a risk and opportunity to the Company futures growth aspirations.
Regulatory Risk
The Board of Directors maintain an up-to-date knowledge of general regulatory risk associated with the undertaking of the business in its marketplace. General regulatory frameworks include but not limited to those areas of Health and Safety, Safeguarding, Employment Law, and Data Protection Law. Risk is managed through the adoption of policies and procedures that address each area.
Price risk
The Company is exposed to price risk as a result of its operations. The board closely monitors changes to prices across its markets and reacts appropriately to such changes on a timely basis where this is deemed appropriate. This includes price changes enforced by government legislation changes.
Credit risk
A key trade debtor of the company is the Department of Education (DfE formerly ESFA), although there is an onward risk whereby, we require the employer partners that we work with to pay their apprenticeship levy to allow the DfE (formerly ESFA) to release the funding to us. The Company ensures that it is in compliance with the requirements set out in the contract between the Company and the DfE (formerly ESFA) to manage the credit risk. Strong relationships are maintained with customers to ensure that all performance obligations are met thereby managing any credit risk on a regular basis.
Liquidity risk
Liquidity risk is managed through regular monitoring of short-term cash flows as well as medium and long-term scenario planning.
Page 2
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
There are other non-financial key performance indicators monitored by the business, many of which are of particular relevance to the activities. Measures that are monitored include but not limited to trainer activity levels, learner enrolment levels, timeliness of learner progression, learner achievement rates, the quality of teacher provision, and both learner and customer satisfaction.
Under Section 172(1) of the Companies Act 2006, the Board of Directors have a duty to act in good faith and in a way that would be most likely to promote the sucess of the Company for the benefit of its shareholders whilst having regard to matters set out in Section 172(1) (a-f) of the Act:
a) the likely consequence of any decision in the long term;
b) the interest of the Company's employees;
c) the need to foster the Company's business relationships with suppliers, customers and others;
d) the impact of the Company's operations on the community and environment;
e) the desirability of the Company maintaining a reputation of high standards of business and conduct; and
f) the need to act fairly as between members of the Group.
The directors of the Company, both individually and collectively, believe they have acted in good faith at all times during the year and are focused on promoting the success of the Company for the benefit of all stakeholders. The directors consider the impact on the interests of the Company stakeholders, while discharging all of their duties.
a) the likely consequence of any decision in the long term;
b) the interest of the Company's employees;
c) the need to foster the Company's business relationships with suppliers, customers and others;
d) the impact of the Company's operations on the community and environment;
e) the desirability of the Company maintaining a reputation of high standards of business and conduct; and
f) the need to act fairly as between members of the Group.
The directors of the Company, both individually and collectively, believe they have acted in good faith at all times during the year and are focused on promoting the success of the Company for the benefit of all stakeholders. The directors consider the impact on the interests of the Company stakeholders, while discharging all of their duties.
This report was approved by the board and signed on its behalf.
Page 3
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The directors present their report and the financial statements for the year ended 31 March 2025.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £3,592,831 (2024 - £2,243,434).
The directors who served during the year were:
The Board of Directors are pleased with the trading performance for the last year, which was in line with expectations.
During the year we have developed a strong pipeline for additional growth, both through developing relationships with existing clients and through relationships with new customers.
At the forefront of our strategy is maintaining the high level of quality and excellent learner outcomes for which Inspiro Learning Limited is known.
During the year we have developed a strong pipeline for additional growth, both through developing relationships with existing clients and through relationships with new customers.
At the forefront of our strategy is maintaining the high level of quality and excellent learner outcomes for which Inspiro Learning Limited is known.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
The board encourages an open culture with its employees through the following:
∙Regular CEO updates on the performance of the company and its strategy
∙A forum to raise questions with the CEO through the formation of our People Matters group with representatives from different levels across the breadth of Inspiro
∙Annual staff survey to listen to the views of all colleagues at Inspiro
∙Open door policy to the senior leadership
∙Living wage employer
The Directors place great importance on maintaining and nurturing relationships with external stakeholders including customers, partners, suppliers and others and the impact of decisions taken by the Company during the financial year.
The company has not disclosed information in respect of greenhouse gas emissions, energy consumptions and energy efficiency actions as it is included in the group report of Inspirit Tulip Topco Limited.
In the event of employees becoming disabled whilst in the service of the Company, all reasonable efforts are made to ensure that they have the opportunity for continued employment with the Company.
There have been no significant events affecting the Company since the year end.
Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
This report was approved by the board and signed on its behalf.
Page 6
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INSPIRO LEARNING LIMITED
We have audited the financial statements of Inspiro Learning Limited (the 'Company') for the year ended 31 March 2025, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. 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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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INSPIRO LEARNING LIMITED (CONTINUED)
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.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INSPIRO LEARNING LIMITED (CONTINUED)
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:
∙The Company is subject to laws and regulations that directly affect the financial statements including financial
reporting legislation, and general regulations such as health and safety and general data protection regulation. There
are no industry specific laws and regulations which would be deemed to have a significant impact on the financial
statements. We assessed the extent of compliance with the appropriate laws and regulations as part of our
procedures on the related financial statement items.
reporting legislation, and general regulations such as health and safety and general data protection regulation. There
are no industry specific laws and regulations which would be deemed to have a significant impact on the financial
statements. We assessed the extent of compliance with the appropriate laws and regulations as part of our
procedures on the related financial statement items.
∙We understood how the Company is complying with the legal and regulatory frameworks by, making inquiries to
management and those responsible for legal and compliance procedures.
management and those responsible for legal and compliance procedures.
∙The engagement partner assessed whether the engagement team collectively had the appropriate competence and
capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any
issues in this area.
capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any
issues in this area.
∙We assessed the susceptibility of the Company financial statements to material misstatement, including how fraud
might occur. Audit procedures performed by the engagement team included:
might occur. Audit procedures performed by the engagement team included:
°Identifying and assessing the design effectiveness of controls management has in place to prevent and detect
fraud;
fraud;
°Understanding how those charged with governance considered and addressed the potential for override of
controls or other inappropriate influence over the financial reporting process;
controls or other inappropriate influence over the financial reporting process;
°Challenging assumptions and judgments made by management in its significant accounting estimates; and
°Identifying and testing journal entries, in particular any journal entries posted with unusual account
combinations.
combinations.
∙As a result of the above procedures, we considered the opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential for fraud in the following areas:
organisation for fraud and identified the greatest potential for fraud in the following areas:
°Posting of unusual journals and complex transactions.
°Misappropriation of funds through fraudulent purchase ledger and payroll activity.
°Manipulation of amounts subject to significant judgment or estimate.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INSPIRO LEARNING LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
3000a Parkway
Hampshire
PO15 7FX
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
Page 11
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 27 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Inspiro Learning Limited is a private company limited by shares, incorporated in England and Wales. The address of its registered office is disclosed on the company information page.
2.Accounting policies
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 management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Inspirit Tulip Topco Limited as at 31 March 2025 and these financial statements may be obtained from 2 Babmaes Street, London SW1Y 6HD.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Analysis of turnover by country of destination:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
During this year and the prior year all of the directors of the Company were remunerated by other group companies. It is not possible to make an accurate apportionment of these directors' emoluments relating to services provided to the Company and as such no dislosure has been made in these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Page 20
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
11.Taxation (continued)
There were no factors which may affect future tax charges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Page 25
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Profit and loss account
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £875,730 (2024 - £794,906). At year end, £164,121 was included within other creditors in relation to the defined contribution pension scheme (2024 - £132,261).
Page 26
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The immediate parent undertaking is Inspirit Tulip Bidco Limited.
The ultimate controlling party is Inspirit Tulip Topco Limited. Inspirit Tulip Topco Limited creates both the largest
and smallest group of undertakings in which consolidated accounts are drawn up.
Consolidated accounts may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
The ultimate controlling party is Inspirit Tulip Topco Limited. Inspirit Tulip Topco Limited creates both the largest
and smallest group of undertakings in which consolidated accounts are drawn up.
Consolidated accounts may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
Page 27