Invosys Limited Company accounts

COMPANY REGISTRATION NUMBER: 05799390

Invosys Limited

Financial Statements

31 December 2024

Invosys Limited

Financial Statements

Period from 1 December 2023 to 31 December 2024

Contents	Page

Officers and professional advisers	1

Strategic report	2

Directors' report	7

Independent auditor's report to the members	10

Statement of comprehensive income	14

Statement of financial position	15

Statement of changes in equity	16

Statement of cash flows	17

Notes to the financial statements	18

Invosys Limited

Officers and Professional Advisers

The board of directors	Mr J Brady
	Mrs J I Tuffs

Registered office	Regus Manchester Airport
	Room 120 Manchester Business Park
	Aviator Way
	Manchester
	M22 5TG

Auditor	Crossley & Davis Chartered Accountants
	Chartered accountants & statutory auditor
	Ground Floor, Seneca House
	Links Point
	Amy Johnson Way
	Blackpool
	Lancashire
	FY4 2FF

Bankers	Santander UK plc
	Bridle Road
	Bootle
	Merseyside
	L30 4GB

Invosys Limited

Strategic Report

Period from 1 December 2023 to 31 December 2024

Review of the business

The company is a strongly established Smart Telco in UK market with longstanding relationships in the Value Added Reseller community with a track record of nurturing partnerships big and small. The principal activity of the Company continues to be the provision of communication services and technology within the UK and beyond. The business conducted is principally within the business-to-business sector, covering services including the provision of Inbound, Unified Communications and Customer Experience Management Services. This year marked the first full year under Dura's ownership and allowed the transfer of core services like HR, IT and Security and marketing into the Dura Shared Services model. These transitions have seen a positive impact on the Invosys business allowing the senior management team to focus on core activities.

Results and performance

The results of the Company for the period, as set out on pages 13 and 14, show a profit on ordinary activities after tax attributable of £477,806 (2023: £465,499). The shareholders' funds of the Company total £2,535,614 (2023: £2,057,808).

Business environment

The UK's communication industry is highly competitive, with a number of companies offering similar and resold products that has given rise to aggressive pricing structures. The impact and pace of innovation of technology within the sector has been enormous and with the rapid adoption of cloud Unified Communications platforms we have seen pressure on the traditional inbound voice revenue. With the support of other group companies and inhouse development resources the company is ideally placed to not just keep abreast of advances but lead the way with innovative solutions and best in class platforms that has in the past, and will in the future, enable it to take advantage of the opportunities afforded when changes are an everyday reality.

Strategy

The Company's strategy continues to focus on providing leading technology solutions and to provide access to services using our technology and proprietary platforms. The growth in Unified Communications and Customer Experience Management services has meant that we have needed to pivot our main sales focus away from traditional voice services to look at UCaaS, CCaaS and advanced applications. The Inbound services and revenue associated is still growing but the market is becoming more challenging so this pivot into new markets and faster growth areas is critical to cover revenue aspirations for the business. We believe it is important to retain a diversified portfolio of services in order to achieve maximum profitability in this highly competitive marketplace. The Company will continue to consolidate its position and concentrate its efforts on achieving maximum growth in its existing market segments, whilst aiming to improve efficiency in all areas of our operations.

Key performance indicators

The Board monitors the progress of the Company by reference to the following KPIs:

		2024	2023
		£	£

Turnover	7,768,592	8,872,583
Gross Profit Margin	4,976,641	5,906,195
Cash Reserves	902,568	309,647

Principal risks and uncertainties

The process of risk management is addressed through a framework of policies, procedures and internal controls. All policies are subject to Board approval and ongoing review by management, risk management and internal audit. Compliance with regulation, legal and ethical standards is a high priority for the Company and the compliance team and Company finance department take on an important oversight role in this regard. Risks fall into two broad categories, Operational and Financial. Operational Risks Security The company's network infrastructure provides clients with open access to the internet and global voice networks, consequently there is a risk from cyber threat, telephony fraud as well as the failure of the physical infrastructure. A breach of security could have a significant impact on the company's reputation and a chance of significant commercial loss. The company has a proactive approach to identifying any threats and well proven procedures for neutralising such events. Our fraud management procedures identify unusual traffic patterns within a short time frame and we have the operational capability both in and outside of offices to assess and mitigate any risks. Part of this approach involved the company being both GDPR compliant and ISO27001 certified. Network and Systems Performance Reliable, high quality, voice and data services are the core component of the company's products. Therefore, maintaining very high levels of service availability is central to any service provider's credibility. The company operates a comprehensive level of governance to manage the availability and performance of our services. This includes the design and architecture of our platforms, capacity planning, change management, security, business continuity planning and incident management and monitoring. Customer Service Levels Any service provider is assessed by its ability to process orders and deliver its service as quickly and efficiently as possible, whilst ensuring high quality support is available to facilitate this process and rectify events when something goes wrong. Delivering poor customer service can affect our ability to maintain and grow our client base. The company as part of its monthly management meeting reviews performance in this area, assessing and acting accordingly upon both internal and external feedback. As part of the integration with the Dura shared services team we have migrated our CRM platform to Salesforce to enable better reporting and tracking of orders, to be more automated and to allow tracking of customer satisfaction via a Net Promotor Score (NPS). The CRM has helped us now achieve an NPS score of greater than 70 since March 24 and its introduction and helped us improve the following: Enhance Customer Retention and have greater interactions with our customers in a more professional manner Improve productivity by automating as many processes as we could and managing time tracking on orders Improve our Service Levels, as we can inspect the quality of our work and efficiency on turning around our orders within our Service Level pack Introduce accountability loops across interdepartmental teams Increase profitability - by tracking Margin on sales as well as Revenue Provide high end ticket management - improving the customer experience from sale to delivery Provide the business with quality Management Information from Sales, through to Service Requests and Marketing. Increased Competition Existing and new to market entities provide alternative platforms which compete directly with the company, with the threat that this may reduce the level of growth and impact the company's existing client base. The company therefore continues to develop its own platform, adding new features and usability to make it more attractive to both existing and potential clients. Suppliers The company relies upon a number of key suppliers to provide the Network Platform on which its products are placed. Failure of one of these suppliers will adversely affect the company's ability to deliver its products and services. Where practical the company avoids reliance upon a single supplier and ensures that key supplier contracts have appropriate clauses in place to ensure their performance. Key Personnel The retention of key personnel is instrumental in the company's ability to maintain the levels of growth. The loss of key personnel can have a detrimental impact upon the business short term development. The company therefore has initiatives and schemes in place which help to ensure that its reputation as a good employer and to retain key staff. Evolution of Technology and Markets The communications industry is one of the fastest evolving markets, with developments of new technologies, their widespread take up together with heightened client and end user expectations. The company plans its developments of its products to anticipate and match these changes in order to meet future market demand. Health and Safety The company has a formal policy guided by legislation and best practice to ensure the health and safety of both employees and visitors which maintains a safe place of work.

Future developments

2024 has seen the introduction of new features and functionality in the core Number Management platform and the development team continue to keep ahead of the technology wave and have planned new releases of features to keep the platform relevant and technically advanced. These will be released throughout 2025. Number Manager remains at the heart of the Invosys got to market strategy and we will see further integrations into the platform with our Unified Communications and Contact Centre as a service platforms utilising the functionality to offer market differentiation to our customers.

This report was approved by the board of directors on 30 September 2025 and signed on behalf of the board by:

Mrs J I Tuffs

Director

Registered office:

Regus Manchester Airport

Room 120 Manchester Business Park

Aviator Way

Manchester

M22 5TG

Invosys Limited

Directors' Report

Period from 1 December 2023 to 31 December 2024

The directors present their report and the financial statements of the company for the period ended 31 December 2024 .

Directors

The directors who served the company during the period were as follows:

Mr J Brady	(Appointed 17 March 2024)
Mrs J I Tuffs	(Appointed 17 March 2024)
Mr P Crooks	(Resigned 6 December 2023)
R J Jonsson	(Served from 6 December 2023 to 17 March 2024)

Dividends

Particulars of recommended dividends are detailed in note 13 to the financial statements.

Financial instruments

Credit Risk

Credit risk is the risk of financial loss if a client or a counterparty to a financial instrument fails to meet its contractual obligations. The company's main exposure is in relation to credit sales. It is the policy of the company to assess the credit risk of both new and where applicable existing clients for their creditworthiness, after which an assessment in relation to terms and levels of credit to be offered is made.

The company continues to monitor existing clients through analyses of trade receivables on a monthly basis.

Fair Value and Cash Flow Interest Rate Risk

Historically the company's exposure to fair value and cash flow interest rate risk has been deemed negligible, due to sufficient cash reserves.

Market Risk

Historically the company's exposure to market risk has been deemed negligible.

Liquidity Risk

Liquidity risk relates to the company's inability to ensure that it has sufficient funds to manage its working capital, meeting its financial obligations as they fall due. The company has sufficient cash reserves and management will ensure that it settles all balances as they become due.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - 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 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.

Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This report was approved by the board of directors on 30 September 2025 and signed on behalf of the board by:

Mrs J I Tuffs

Director

Registered office:

Regus Manchester Airport

Room 120 Manchester Business Park

Aviator Way

Manchester

M22 5TG

Invosys Limited

Independent Auditor's Report to the Members of Invosys Limited

Period from 1 December 2023 to 31 December 2024

Opinion

We have audited the financial statements of Invosys Limited (the 'company') for the period ended 31 December 2024 which comprise the statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the period then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.

Emphasis of matter

Included in debtors is an amount owed by connected companies totalling £4,300,433. If this was not recoverable, this would have a detrimental impact on the balance sheet, resulting in a negative balance sheet. However, as the company continues to be profitable this does not have an immediate impact on the company's ability to continue in the next twelve months and with this in mind the Directors believe that the going concern basis of accounting is appropriate.

Other information

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. 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- the information given in the strategic report and the directors' report for the financial period 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.

Matters on which we are required to report by exception

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: - Review of nominal postings for legal and professional fees ensured we identified any regulatory compliance issues and laws that company must follow in the year and to the date of signing the financial statements - The assessment of fraud was considered as low due to the segregation of duties seen, the low levels of cash handled. - A review of journal entries and consideration of their appropriateness was carried out throughout the audit - During the audit we speak to management, test the systems and speak to various members of the finance function to understand the entity its processes and the nature of trade to assist in determining if the financial statements are true and fair - Due to a number of personnel changes in the year we increased our sample sizes in our system testing - Challenging assumptions made by management in making their significant accounting estimates - Reviewing financial statement disclosure and testing to supporting documentation to assess compliance with applicable laws and regulations - challenging the clients policies in respect of intellectual property and capitalisation of intangibles As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Use of our report

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.

Peter Swarbrick BSc FCA

(Senior Statutory Auditor)

For and on behalf of

Crossley & Davis Chartered Accountants

Chartered accountants & statutory auditor

Ground Floor, Seneca House

Links Point

Amy Johnson Way

Blackpool

Lancashire

FY4 2FF

30 September 2025

Invosys Limited

Statement of Comprehensive Income

Period from 1 December 2023 to 31 December 2024

		Period from	Period from
		1 Dec 23 to	1 Oct 22 to
		31 Dec 24	30 Nov 23
Note		£	£
Turnover	4	7,768,592	8,872,583

Cost of sales	2,791,951	2,966,388
	------------	------------
Gross profit	4,976,641	5,906,195

Administrative expenses		4,271,739	5,095,551
Other operating income	5	–	41,666
		------------	------------
Operating profit	6	704,902	852,310

Other interest receivable and similar income	10	19	63
Interest payable and similar expenses	11	5,481	228,415
		------------	------------
Profit before taxation		699,440	623,958

Tax on profit	12	221,634	158,459
		---------	---------
Profit for the financial period and total comprehensive income		477,806	465,499
		---------	---------

All the activities of the company are from continuing operations.

Invosys Limited

Statement of Financial Position

31 December 2024

	31 Dec 24	30 Nov 23
Note	£	£

Fixed assets

Intangible assets	14	77,925	107,599
Tangible assets	15	9,568	298,067
		--------	---------
		87,493	405,666

Current assets

Debtors	16	5,629,322	8,517,934
Cash at bank and in hand		902,568	309,647
		------------	------------
		6,531,890	8,827,581

Creditors: amounts falling due within one year	17	4,081,623	7,101,785
		------------	------------
Net current assets		2,450,267	1,725,796
		------------	------------
Total assets less current liabilities		2,537,760	2,131,462

Provisions	19	2,146	73,654
		------------	------------
Net assets		2,535,614	2,057,808
		------------	------------

Capital and reserves

Called up share capital	22	11,220	11,220
Share premium account	23	2,038,980	2,038,980
Profit and loss account	23	485,414	7,608
		------------	------------
Shareholders funds		2,535,614	2,057,808
		------------	------------

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.

These financial statements were approved by the board of directors and authorised for issue on 30 September 2025 , and are signed on behalf of the board by:

Mrs J I Tuffs

Director

Company registration number: 05799390

Invosys Limited

Statement of Changes in Equity

Period from 1 December 2023 to 31 December 2024

		Called up share capital	Share premium account	Profit and loss account	Total
		£	£	£	£
At 1 October 2022		11,220	2,038,980	2,358,442	4,408,642

Profit for the period				465,499	465,499
		--------	------------	------------	------------
Total comprehensive income for the period		–	–	465,499	465,499

Dividends paid and payable	13	–	–	( 2,816,333)	( 2,816,333)
		--------	------------	------------	------------
Total investments by and distributions to owners		–	–	( 2,816,333)	( 2,816,333)

At 30 November 2023		11,220	2,038,980	7,608	2,057,808

Profit for the period				477,806	477,806
		--------	------------	------------	------------
Total comprehensive income for the period		–	–	477,806	477,806

		--------	------------	------------	------------
At 31 December 2024		11,220	2,038,980	485,414	2,535,614
		--------	------------	------------	------------

Invosys Limited

Statement of Cash Flows

Period from 1 December 2023 to 31 December 2024

	31 Dec 24	30 Nov 23
	£	£

Cash flows from operating activities

Profit for the financial period	477,806	465,499

Adjustments for:
Depreciation of tangible assets	6,026	32,546
Amortisation of intangible assets	29,674	20,295
Other interest receivable and similar income	( 19)	( 63)
Interest payable and similar expenses	5,481	228,415
Loss on disposal of tangible assets	185,166	–
Tax on profit	221,634	158,459
Accrued (income)/expenses	( 53,587)	234,400

Changes in:
Trade and other debtors	2,976,645	2,860,421
Trade and other creditors	( 490,480)	( 668,925)
	------------	------------
Cash generated from operations	3,358,346	3,331,047

Interest paid	( 5,481)	( 228,415)
Interest received	19	63
Tax paid	( 293,142)	( 36,298)
	------------	------------
Net cash from operating activities	3,059,742	3,066,397
	------------	------------

Cash flows from investing activities

Purchase of tangible assets	( 847)	( 4,291)
Proceeds from sale of tangible assets	98,154	–
Purchase of intangible assets	–	( 50,001)
	------------	------------
Net cash from/(used in) investing activities	97,307	( 54,292)
	------------	------------

Cash flows from financing activities

Proceeds from borrowings	( 2,406,147)	–
Repayments of borrowings	–	( 70,000)
Proceeds from loans from group undertakings	( 74,482)	( 111,391)
Payments of finance lease liabilities	( 83,499)	( 10,796)
Dividends paid	–	( 2,816,333)
	------------	------------
Net cash used in financing activities	( 2,564,128)	( 3,008,520)
	------------	------------

Net increase in cash and cash equivalents	592,921	3,585
Cash and cash equivalents at beginning of period	309,647	306,062
	---------	---------
Cash and cash equivalents at end of period	902,568	309,647
	---------	---------

Invosys Limited

Notes to the Financial Statements

Period from 1 December 2023 to 31 December 2024

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Regus Manchester Airport, Room 120 Manchester Business Park, Aviator Way, Manchester, M22 5TG.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss. The financial statements are prepared in sterling, which is the functional currency of the entity. The financial statements have been rounded to the nearest £1.

Going concern

The Directors have considered a period of 12 months from signing date of the accounts, with entrance into new markets the company has seen significant growth and therefore believes it is appropriate to prepare the accounts on a going concern basis.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant judgements: Useful economic life of tangible fixed assets: the annual depreciation charge is sensitive to changes in estimated economic lives and residual value of tangible fixed assets. Management re-assess these annually and amend them where necessary to reflect current estimates.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Intangible assets

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

	Intellectual property	-	20% straight line

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Freehold property	-	2% straight line
Long leasehold property	-	33% straight line
Motor vehicles	-	20% reducing balance
Equipment	-	10% straight line

	Computer equipment	-	20 % straight line

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

Finance leases and hire purchase contracts

Assets held under finance leases and hire purchase contracts are recognised in the statement of financial position as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset. Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

4. Turnover

Turnover arises from:

	Period from	Period from
	1 Dec 23 to	1 Oct 22 to
	31 Dec 24	30 Nov 23
	£	£
Rendering of services	7,768,592	8,872,583
	------------	------------

The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.

5. Other operating income

	Period from	Period from
	1 Dec 23 to	1 Oct 22 to
	31 Dec 24	30 Nov 23
	£	£
Other operating income	–	41,666
	----	--------

6. Operating profit

Operating profit or loss is stated after charging:

	Period from	Period from
	1 Dec 23 to	1 Oct 22 to
	31 Dec 24	30 Nov 23
	£	£
Amortisation of intangible assets	29,674	20,295
Depreciation of tangible assets	6,026	32,546
Loss on disposal of tangible assets	185,166	–
Impairment of trade debtors	76,881	317,529
Foreign exchange differences	11,967	10,565
	---------	---------

7. Auditor's remuneration

	Period from	Period from
	1 Dec 23 to	1 Oct 22 to
	31 Dec 24	30 Nov 23
	£	£
Fees payable for the audit of the financial statements	6,500	6,600
	-------	-------

8. Staff costs

The average number of persons employed by the company during the period, including the directors, amounted to:

	31 Dec 24	30 Nov 23
	No.	No.
Administrative staff	47	55
Management staff	–	1
	----	----
	47	56
	----	----

The aggregate payroll costs incurred during the period, relating to the above, were:

	Period from	Period from
	1 Dec 23 to	1 Oct 22 to
	31 Dec 24	30 Nov 23
	£	£
Wages and salaries	1,934,116	2,623,094
Social security costs	307,829	288,765
Other pension costs	96,559	131,845
	------------	------------
	2,338,504	3,043,704
	------------	------------

9. Directors' remuneration

The directors' aggregate remuneration in respect of qualifying services was:

	Period from	Period from
	1 Dec 23 to	1 Oct 22 to
	31 Dec 24	30 Nov 23
	£	£
Remuneration	115,930	20,627
Company contributions to defined contribution pension plans	6,667	18,667
	---------	--------
	122,597	39,294
	---------	--------

The number of directors who accrued benefits under company pension plans was as follows:

	31 Dec 24	30 Nov 23
	No.	No.
Defined contribution plans	1	1
	----	----

10. Other interest receivable and similar income

	Period from	Period from
	1 Dec 23 to	1 Oct 22 to
	31 Dec 24	30 Nov 23
	£	£
Interest on cash and cash equivalents	19	–
Other interest receivable and similar income	–	63
	----	----
	19	63
	----	----

11. Interest payable and similar expenses

	Period from	Period from
	1 Dec 23 to	1 Oct 22 to
	31 Dec 24	30 Nov 23
	£	£
Other interest payable and similar charges	5,481	228,415
	-------	---------

12. Tax on profit

Major components of tax expense

	Period from	Period from
	1 Dec 23 to	1 Oct 22 to
	31 Dec 24	30 Nov 23
	£	£

Current tax:

UK current tax expense	293,142	225,701
Adjustments in respect of prior periods	–	( 60,178)
	---------	---------
Total current tax	293,142	165,523
	---------	---------

Deferred tax:

Origination and reversal of timing differences	( 71,508)	( 7,064)
	---------	---------
Tax on profit	221,634	158,459
	---------	---------

Reconciliation of tax expense

The tax assessed on the profit on ordinary activities for the period is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25 % (2023: 22.43 %).

	Period from	Period from
	1 Dec 23 to	1 Oct 22 to
	31 Dec 24	30 Nov 23
	£	£
Profit on ordinary activities before taxation	699,440	623,958
	---------	---------
Profit on ordinary activities by rate of tax	174,860	139,945
Adjustment to tax charge in respect of prior periods	–	( 60,178)
Effect of expenses not deductible for tax purposes	1,373	90,601
Effect of capital allowances and depreciation	45,401	( 1,162)
Utilisation of tax losses	–	( 10,747)
	---------	---------
Tax on profit	221,634	158,459
	---------	---------

13. Dividends

	31 Dec 24	30 Nov 23
	£	£
Dividends paid during the period (excluding those for which a liability existed at the end of the prior period )	–	2,816,333
	----	------------

14. Intangible assets

	Intellectual property
	£
Cost
At 1 December 2023 and 31 December 2024	736,957
	---------
Amortisation
At 1 December 2023	629,358
Charge for the period	29,674
	---------
At 31 December 2024	659,032
	---------
Carrying amount
At 31 December 2024	77,925
	---------
At 30 November 2023	107,599
	---------

15. Tangible assets

	Freehold property	Long leasehold property	Motor vehicles	Equipment	Computer equipment	Total
	£	£	£	£	£	£
Cost
At 1 Dec 2023	249,193	29,828	127,990	45,514	803,320	1,255,845
Additions	–	–	–	–	847	847
Disposals	( 249,193)	( 29,828)	( 127,990)	–	–	( 407,011)
	---------	--------	---------	--------	---------	------------
At 31 Dec 2024	–	–	–	45,514	804,167	849,681
	---------	--------	---------	--------	---------	------------
Depreciation
At 1 Dec 2023	27,622	29,828	65,190	42,181	792,957	957,778
Charge for the period	–	–	1,047	4	4,975	6,026
Disposals	( 27,622)	( 29,828)	( 66,237)	( 4)	–	( 123,691)
	---------	--------	---------	--------	---------	------------
At 31 Dec 2024	–	–	–	42,181	797,932	840,113
	---------	--------	---------	--------	---------	------------
Carrying amount
At 31 Dec 2024	–	–	–	3,333	6,235	9,568
	---------	--------	---------	--------	---------	------------
At 30 Nov 2023	221,571	–	62,800	3,333	10,363	298,067
	---------	--------	---------	--------	---------	------------

Finance leases and hire purchase contracts

Included within the carrying value of tangible assets are the following amounts relating to assets held under finance leases or hire purchase agreements:

	Motor vehicles
	£
At 31 December 2024	–
	----
At 30 November 2023	62,800
	--------

16. Debtors

	31 Dec 24	30 Nov 23
	£	£
Trade debtors	459,346	904,883
Amounts owed by group undertakings	4,300,433	5,924,301
Prepayments and accrued income	644,517	559,007
Directors loan account	–	158,265
Other debtors	225,026	971,478
	------------	------------
	5,629,322	8,517,934
	------------	------------

17. Creditors: amounts falling due within one year

	31 Dec 24	30 Nov 23
	£	£
Bank loans and overdrafts	–	2,406,147
Trade creditors	497,545	946,729
Amounts owed to group undertakings	2,987,703	3,062,185
Accruals and deferred income	315,499	281,053
Social security and other taxes	280,876	301,908
Obligations under finance leases and hire purchase contracts	–	83,499
Other creditors	–	20,264
	------------	------------
	4,081,623	7,101,785
	------------	------------

18. Finance leases and hire purchase contracts

The total future minimum lease payments under finance leases and hire purchase contracts are as follows:

	31 Dec 24	30 Nov 23
	£	£
Not later than 1 year	–	83,499
	----	--------

19. Provisions

	Deferred tax (note 20)	Other provisions	Total
	£	£	£
At 1 December 2023	71,822	1,832	73,654
Charge against provision	( 71,508)	–	( 71,508)
	--------	-------	--------
At 31 December 2024	314	1,832	2,146
	--------	-------	--------

20. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	31 Dec 24	30 Nov 23
	£	£
Included in provisions (note 19)	314	71,822
	----	--------

The deferred tax account consists of the tax effect of timing differences in respect of:

	31 Dec 24	30 Nov 23
	£	£
Accelerated capital allowances	314	71,822
	----	--------

21. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 96,559 (2023: £ 131,845 ).

22. Called up share capital

Issued, called up and fully paid

	31 Dec 24		30 Nov 23
	No.	£	No.	£
Ordinary A shares of £ 0.001 each	11,220,000	11,220	11,220,000	11,220
	-------------	--------	-------------	--------

Each ordinary share shall confer on the holder one vote at any general meeting of the company. Each share has full rights in the company with respect to voting, dividends and distributions on winding up.

23. Reserves

Ordinary Share Capital - This reserve records the amount of nominal shares authorised. Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs. Profit and loss account - This reserve records retained earnings and accumulated losses.

24. Change in reporting period

The financial statements presented are for a period of 13 months, which is longer than the typical 12 month period. This change was due to aligning the period end with the acquisition of the group which completed early December 2023.

Comparative amounts presented in these financial statements, including related notes, are not entirely comparable to the current period due to the change in the reporting period.

The prior year figures are based on a different reporting period.

25. Analysis of changes in net debt

	At 1 Dec 2023	Cash flows	At 31 Dec 2024
	£	£	£
Cash at bank and in hand	309,647	592,921	902,568
Debt due within one year	(5,551,831)	2,564,128	(2,987,703)
	------------	------------	------------
	( 5,242,184)	3,157,049	( 2,085,135)
	------------	------------	------------

Invosys Limited

Notes to the Financial Statements (continued)

Period from 1 December 2023 to 31 December 2024

26. Charges on assets

There was a formal legal charge on New Bridgewater House dated August 2019.

There was a fixed and floating charge over the whole assets of the company dated August 2019.

There was a charge over the leasehold land known as 12 Bridgewater Road and Car park date August 2019.

There was a charge over any patents, trade marks and designs in the company dates August 2017.

All the above charges were satisified in full on 15 December 2023.

On 8 January 2021 Santander placed a first fixed charge over the whole assets of the company. This charge was satisifed in full on 17 January 2025.

27. Limitation of auditors liability

The company entered into a liability limitation agreement with the auditor on 31 July 2025. The liability of the auditor in respect of any claim or claims made by the company is limited to £4,000,000 inclusive of interest of costs.

28. Directors' advances, credits and guarantees

During the period the directors entered into the following advances and credits with the company:

	31 Dec 24
	Balance brought forward	Amounts repaid	Balance outstanding
	£	£	£
Mr P Crooks	158,265	( 158,265)	–
	---------	---------	----

	30 Nov 23
	Balance brought forward	Amounts repaid	Balance outstanding
	£	£	£
Mr P Crooks	158,265	–	158,265
	---------	----	---------

The company provided loans to directors in the period which were interest free. These were repaid in full during the period.

29. Related party transactions

During the year the company made sales to connected companies totalling £222,547 (2023 - £848,483). During the year the company paid dividends to its parent company totalling £Nil (2023 - £2,816,333). Management charges were charged from connected companies to Invosys Limited in the year totalling £650,000 (2023 - £700,000) Included in debtors are amounts due from group companies of £4,300,433(2023 - £5,924,301). Included in creditors are amounts due to group companies of £2,987,703 (2023 - £3,062,185). During the year the company disposed of a property to a former director for £2, which was below fair market value.

30. Controlling party

At the balance sheet date the company was under the control of Dura Software UK, Ltd , a company registered in England and Wales. Consolidated accounts can be found at their registered office 66 Lincoln's Inn Fields, London, WC2A 3LH. The ultimate parent company is Dura Software Inc , a company registered in the USA.