Company registration number: 14315246
COMPANY INFORMATION
CONTENTS
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
Inspirit Tulip Bidco Limited is an advisor to Inspiro Learning Limited and to a number of other group companies.
On 1st February 2023 Inspirit Tulip Bidco Limited acquired 100% share capital of Inspiro Learning Limited (formerly Babcock Skills Development and Training Limited).
As part of the acquisition of Inspiro Learning Limited, Inspirit Tulip Bidco Limited entered into an agreement with Babcock Training Limited for a floating secured loan note.
During the prior year, the Company transferred the loan note up the Group to Inspirit Tulip Midco Limited.
The profit and loss reflects the advisory fees it has charged Inspiro Learning, costs in relation to providing this service as well as the costs of interest for the floating secured loan note up until the transfer up to Midco.
As part of the acquisition of Inspiro Learning Limited, Inspirit Tulip Bidco Limited entered into an agreement with Babcock Training Limited for a floating secured loan note.
During the prior year, the Company transferred the loan note up the Group to Inspirit Tulip Midco Limited.
The profit and loss reflects the advisory fees it has charged Inspiro Learning, costs in relation to providing this service as well as the costs of interest for the floating secured loan note up until the transfer up to Midco.
The key risks and uncertainties affecting the Company are considered to be related to be those which are risks of the
trading subsidiary, being 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.
The Company is also subject to interest risk as a result of the floating secured loan note, which the Board reviews accordingly at each Board meeting.
trading subsidiary, being 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.
The Company is also subject to interest risk as a result of the floating secured loan note, which the Board reviews accordingly at each Board meeting.
As a non-trading advisory company within the Group, there are not any specific financial key performance indicators. The Board of Directors review the activities of this company from time to time as well as the overall performance of the Group of companies. Details of the trading subsidiary key performance indicators can be found in the Inspiro Learning Limited financial statements.
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.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
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 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 loss for the year, after taxation, amounted to £561,000 (2024 - loss £1,890,000).
No dividends have been proposed or paid.
The directors who served during the year were:
As a holding company of the Group, there are not any specific future developments to the Company. Details of the future developments of the Group can be found in the Inspiro Learning Limited financial statements.
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.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
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.
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.
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 BIDCO LIMITED
We have audited the financial statements of Inspirit Tulip Bidco 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 INSPIRIT TULIP BIDCO 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 INSPIRIT TULIP BIDCO 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 those 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 documentation.
management and those responsible for legal and compliance procedures. We corroborated our inquiries through our
review of documentation.
∙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's 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;
or other inappropriate influence over the financial reporting process;
°Challenging assumptions and judgments made by management in its significant accounting estimates;
°Review of legal and professional expenditure and supporting documentation.
∙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 complex transactions;
°Misappropriation of funds through fraudulent supplier ledger activity; and
°Manipulation of amounts subject to significant judgement 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 BIDCO 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
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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 12 to 20 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
Inspirit Tulip Bidco 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.
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.
As at the year end the Company had net liabilities of £2,708k. Of the Company's £20,575k creditors, £20,495k of this was due to companies within the group.
The Company has received a letter of support from its parent company Inspirit Tulip Topco Limited, confirming its' intention to support the Company for the foreseeable future and for at least a 12 month period following the date of approval of these financial statements. It is on this basis that the Directors consider it is appropriate to prepare the financial statements on a going concern basis.
The Company has received a letter of support from its parent company Inspirit Tulip Topco Limited, confirming its' intention to support the Company for the foreseeable future and for at least a 12 month period following the date of approval of these financial statements. It is on this basis that the Directors consider it is appropriate to prepare the financial statements on a going concern basis.
Revenue includes management fees receivable. The costs recharged from Inspiro Learning Limited to Bidco equal the salary costs attributable to each employee of Bidco during the time that they are engaged in providing services to the Group.
Bidco issue invoices to other Group companies in respect of its Advisory Fee to each company proportionate to the level of Services received by the relevant Group company during that period.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
The Company's subsidiary company, Insprio Learning Limited, operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which Inspiro Learning Limited pays fixed contributions into a separate entity. Once the contributions have been paid Inpiro Learning Limited has no further payment obligations.
The contributions relating to employees, who are employed by Inspiro Learning Limited but operate on behalf of Bidco, 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 Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
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.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is 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)
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
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.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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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
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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
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
Profit and loss account
Payroll costs are recharged from Inspiro Learning Limited which operates a defined contributions pension scheme. The assets of the scheme are held separately from those of Company in an independently administered fund. The pension cost charge represents contributions payable to the fund and amounted to £10,123 (2024 - £42,744)
The immediate parent undertaking is Inspirit Tulip Midco Limited.
The ultimate controlling party is Inspirit Tulip Topco Limited. The Company has not prepared group accounts as it is exempt from the requirement to do so by section 400 of the Companies Act 2006 as it is a subsidiary undertaking of 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. The Company has not prepared group accounts as it is exempt from the requirement to do so by section 400 of the Companies Act 2006 as it is a subsidiary undertaking of 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.
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