Company registration number: 14290558
COMPANY INFORMATION
CONTENTS
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The Inspirit Tulip Group of companies provide apprenticeships and commercial training across the UK funded by the
Government through the Department for Education ("DfE" formerly “ESFA”), Skills Development Scotland, the Department for the Economy Northern Ireland and, via a subcontracting agreement, the Welsh Assembly Government, the apprenticeship levy and from commercial programmes provided to customers.
Government through the Department for Education ("DfE" formerly “ESFA”), Skills Development Scotland, the Department for the Economy Northern Ireland and, via a subcontracting agreement, the Welsh Assembly Government, the apprenticeship levy and from commercial programmes provided to 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, the Group 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
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
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.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
The key risks and uncertainties affecting the Company and the Group 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 Group 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 Group’s future 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 Group 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 Group is the Department for 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 Group companies 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 Group 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 Group’s future 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 Group 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 Group is the Department for 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 Group companies 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.
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GROUP 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 Group 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 Group's employees;
c) the need to foster the Group's business relationships with suppliers, customers and others;
d) the impact of the Group's operations on the community and environment;
e) the desirability of the Group 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 Group, 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 Group for the benefit of all stakeholders. The directors consider the impact on the interests of the Group stakeholders, while discharging all of their duties.
a) the likely consequence of any decision in the long term;
b) the interest of the Group's employees;
c) the need to foster the Group's business relationships with suppliers, customers and others;
d) the impact of the Group's operations on the community and environment;
e) the desirability of the Group 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 Group, 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 Group for the benefit of all stakeholders. The directors consider the impact on the interests of the Group stakeholders, while discharging all of their duties.
This report was approved by the board and signed on its behalf.
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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 Group strategic report, the Directors' report and the consolidated 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 Group'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 Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation and minority interests, amounted to £399,576 (2024 - loss £1,018,526).
Details of dividends can be found in Note 10.
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
• Annual staff survey to listen to the views of all colleagues at Inspiro
• Open door policy to the senior leadership
• Living Wage employer
• Regular CEO updates on the performance of the company and its strategy
• A forum to raise questions with the CEO
• 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 Group during the financial year.
In the event of employees becoming disabled whilst in the service of the Group, all reasonable efforts are made to ensure that they have the opportunity for continued employment with the Group.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
The Regulations
The Group’s energy usage and associated greenhouse gas (GHG) emissions are reported pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (“the 2018 Regulations”) that came into force on 01 April 2019.
Company Information
Inspiro Learning Limited is a company registered in England and Wales (Company number 08058712) whose registered office is at Inspiro Learning Centre, Rands Lane, Armthorpe, Doncaster, DN3 3EW.
Organisational Boundary
An operational control boundary is applied to define the reported greenhouse gas (GHG) emissions for the Group within the UK. This includes one building and our company owned fleet vehicles, which together constitute our Scope 1 and Scope 2 emissions. We have further included the mandatory Scope 3 emissions related to business travel in employee-owned or rental vehicles (i.e., grey fleet), as well as power and heating supplied to a further three leased buildings where energy is included within service charges.
Reporting Period
The Group’s annual reporting period is 01 April to 31 March each year and the reported energy and GHG emissions have been primarily aligned to this period.
Reporting Methodology and Quantification
This report has followed the 2019 UK Government Environmental Reporting Guidelines and the GHG Protocol Corporate Accounting and Reporting Standard (revised edition) in its preparation. The 2024 greenhouse gas reporting conversion factors published by the Department for Energy Security and Net Zero have been used.
Grid electricity use within the non-serviced building was compiled from invoices provided by the managing agent for the period 01 September 2023 to 25 September 2024. This has been prorated to 365 days and the level of consumption is reflective of the reporting period.
Grid electricity, heating, and cooling consumption associated with our leased office spaces are not directly metered. Therefore, we have estimated our energy use using benchmark energy usage from CIBSE TM46 guidance. For properties not occupied for the full reporting year, energy use and emissions have been annualised based on occupancy duration.
Mileage claims were used to calculate fleet and grey fleet energy use and emissions.
Gross calorific values were used for the conversion of fuel emissions, except for fleet and grey fleet vehicles, which use net calorific values as per the government’s GHG conversion factors.
This report has been prepared by Caladen Consulting Limited, who have provided external assurance and verification.
Under the 2018 Regulations, the Group's emissions are categorised as either mandatory or voluntary. These are further broken down into three scopes:
The Group’s energy usage and associated greenhouse gas (GHG) emissions are reported pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (“the 2018 Regulations”) that came into force on 01 April 2019.
Company Information
Inspiro Learning Limited is a company registered in England and Wales (Company number 08058712) whose registered office is at Inspiro Learning Centre, Rands Lane, Armthorpe, Doncaster, DN3 3EW.
Organisational Boundary
An operational control boundary is applied to define the reported greenhouse gas (GHG) emissions for the Group within the UK. This includes one building and our company owned fleet vehicles, which together constitute our Scope 1 and Scope 2 emissions. We have further included the mandatory Scope 3 emissions related to business travel in employee-owned or rental vehicles (i.e., grey fleet), as well as power and heating supplied to a further three leased buildings where energy is included within service charges.
Reporting Period
The Group’s annual reporting period is 01 April to 31 March each year and the reported energy and GHG emissions have been primarily aligned to this period.
Reporting Methodology and Quantification
This report has followed the 2019 UK Government Environmental Reporting Guidelines and the GHG Protocol Corporate Accounting and Reporting Standard (revised edition) in its preparation. The 2024 greenhouse gas reporting conversion factors published by the Department for Energy Security and Net Zero have been used.
Grid electricity use within the non-serviced building was compiled from invoices provided by the managing agent for the period 01 September 2023 to 25 September 2024. This has been prorated to 365 days and the level of consumption is reflective of the reporting period.
Grid electricity, heating, and cooling consumption associated with our leased office spaces are not directly metered. Therefore, we have estimated our energy use using benchmark energy usage from CIBSE TM46 guidance. For properties not occupied for the full reporting year, energy use and emissions have been annualised based on occupancy duration.
Mileage claims were used to calculate fleet and grey fleet energy use and emissions.
Gross calorific values were used for the conversion of fuel emissions, except for fleet and grey fleet vehicles, which use net calorific values as per the government’s GHG conversion factors.
This report has been prepared by Caladen Consulting Limited, who have provided external assurance and verification.
Under the 2018 Regulations, the Group's emissions are categorised as either mandatory or voluntary. These are further broken down into three scopes:
∙Direct emissions from fuel combustion and facility operations (scope 1),
∙Indirect emissions from purchased electricity (scope 2),
∙Additional indirect emissions resulting from the Group's activities, originating from sources not owned or controlled by the organisation (scope 3).
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Please refer to Note 25 for details of post balance sheet events.
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.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INSPIRIT TULIP TOPCO LIMITED
We have audited the financial statements of Inspirit Tulip Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company 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 Group 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 Group's or the 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.
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 INSPIRIT TULIP TOPCO LIMITED (CONTINUED)
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.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INSPIRIT TULIP TOPCO 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 Group 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 Group is subject to laws and regulations that directly affect the financial statements including financial reporting
legislation, and general regulations such as health and safety. 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.
legislation, and general regulations such as health and safety. 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 Group is complying with the legal and regulatory frameworks by, making inquiries to
management and those responsible for legal and compliance procedures. We corroborated our inquiries through our
review of board minutes.
management and those responsible for legal and compliance procedures. We corroborated our inquiries through our
review of board minutes.
∙The engagement partner assessed whether the engagement team collectively had the appropriate competence and
capabilities to identify or recognize non-compliance with laws and regulations. The assessment did not identify any
issues in this area.
capabilities to identify or recognize non-compliance with laws and regulations. The assessment did not identify any
issues in this area.
∙We assessed the susceptibility of the Group financial statements to material misstatement, including how fraud might
occur. Audit procedures performed by the engagement team included:
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;
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.
∙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 INSPIRIT TULIP TOPCO 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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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
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CONSOLIDATED 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 22 to 40 form part of these financial statements.
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COMPANY 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 22 to 40 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
Page 17
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
Page 18
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
Page 19
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
Page 20
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Inspirit Tulip Topco 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 Group management to exercise judgment 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.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, 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.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 11 August 2022.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, 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.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 11 August 2022.
As at the year end the Group had net liabilities of £1,821,391. Of the company’s £4,931,460 creditors, £4,000,000 constitutes share capital treated as debt. As disclosed in Note 16 £10,281,988 relates to loan notes which, although they are classified as current under FRS 102, are only repayable to the extent that the surplus cash becomes available to the group.
The directors have considered the Group’s ability to continue as a going concern for the next 12 months. As part of this assessment, the director’s considered its current financial position, financial forecasts, cash flow projections, and potential risks.
The directors and shareholders have expressed their confidence in the company’s long-term strategy and growth potential.
The directors have considered the Group’s ability to continue as a going concern for the next 12 months. As part of this assessment, the director’s considered its current financial position, financial forecasts, cash flow projections, and potential risks.
The directors and shareholders have expressed their confidence in the company’s long-term strategy and growth potential.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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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)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Goodwill
Other intangible assets
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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.
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 Group 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 Group's Statement of financial position when the Group 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 Group'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 Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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.
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 Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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.
Page 27
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Analysis of turnover by country of destination:
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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
Page 32
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
12.Taxation (continued)
There were no factors that 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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Page 35
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Page 36
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
There following securities have been entered into regarding the loan notes:
1) An all assets debenture granted by the Inspiro Learning Limited;
2) A charge over the shares in the Company, granted by Inspirit Tulip Midco Limited; and
3) A charge over the shares in Inspiro Learning Limited, granted by Inspirit Tulip Bidco Limited
The rate of interest applicable to the loan notes is 3.25% above the base rate per annum, between the issue date and the first anniversary of the issue date, rising by 1% annually thereafter until reaching 7.25% above the base rate.
1) An all assets debenture granted by the Inspiro Learning Limited;
2) A charge over the shares in the Company, granted by Inspirit Tulip Midco Limited; and
3) A charge over the shares in Inspiro Learning Limited, granted by Inspirit Tulip Bidco Limited
The rate of interest applicable to the loan notes is 3.25% above the base rate per annum, between the issue date and the first anniversary of the issue date, rising by 1% annually thereafter until reaching 7.25% above the base rate.
Page 37
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Page 38
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The Preference shares accrue a fixed cumulative preferential cash dividend at the preference dividend rate of 10%.
After the accrual of the preference share dividend the balance of profits in respect of any financial year may be distributed amongst the holders of Ordinary shares.
The Company is obliged to redeem the preference shares, as required by the Preference shareholders, either at an exit event or at any time if agreed in writing. The preference shares are redeemable at an amount equal to the subscription price of each preference share together with a sum equal to the arrears on each such preference share at the date of such redemption.
After the accrual of the preference share dividend the balance of profits in respect of any financial year may be distributed amongst the holders of Ordinary shares.
The Company is obliged to redeem the preference shares, as required by the Preference shareholders, either at an exit event or at any time if agreed in writing. The preference shares are redeemable at an amount equal to the subscription price of each preference share together with a sum equal to the arrears on each such preference share at the date of such redemption.
At the year end cumulative dividend arrears due were £919,460 (2024 - 465,753).
Other reserves
Profit and loss account
The Group operates a defined contributions 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 £902,077 (2024 - £818,623). At year end, £164,121 was included in other creditors in relation to the defined contribution pension scheme (2024 - £132,261).
Page 39
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
This guarantee gives rise to a contingent liability. No provision has been made in these financial statements as the likelihood of the guarantee being called up is considered remote.
On 12th September 2025, subsequent to the Balance Sheet date, the company sold the entire share capital of Inspirit Tulip Midco Ltd to Project Catalyst Bidco Ltd whose parent is Beech Tree Private Equity LLP.
The parent is Inspirit GP LLP, a partnership registered in England.
Inspirit Tulip Topco Limited creates both the largest and smallest group of undertakings in which consolidated
accounts are drawn up.
The parent Company accounts may be obtained from 2 Babmaes Street, London, SW1Y 6HD.
Inspirit Tulip Topco Limited creates both the largest and smallest group of undertakings in which consolidated
accounts are drawn up.
The parent Company accounts may be obtained from 2 Babmaes Street, London, SW1Y 6HD.
Page 40