|
VIPR LIMITED
Registered number: 06795644
Annual Report
For the year ended 31 December 2025
|
|
VIPR LIMITED
COMPANY INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chartered Accountants & Statutory Auditor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VIPR LIMITED
CONTENTS
|
|
|
|
|
|
Independent Auditor's Report
|
|
Statement of Comprehensive Income
|
|
Statement of Financial Position
|
|
Statement of Changes in Equity
|
|
Notes to the Financial Statements
|
|
|
|
VIPR LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the audited financial statements for VIPR Limited (the 'Company') for the year ended 31 December 2025.
The principal activities of the Company during the year were those of supply and installation of specialist software.
The profit for the year, after taxation, amounted to £2,812,652 (2024: profit of £1,897,765).
During the year, the Company paid a dividend of £2,532,000 (2024: £nil).
The directors who served during the year or to the date of this report were:
Directors' responsibilities statement
|
The directors are responsible for preparing the 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 year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
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 judgements and accounting estimates that are reasonable and prudent; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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.
Qualifying third party indemnity provisions
|
The directors benefit from a qualifying third party indemnity provision in the form permitted by the Section 234 of the Companies Act 2006 in respect of certain third party actions against directors. No claim or notice of claim in respect of these indemnities has been received in the year. The qualifying indemnity provision was in force throughout the financial year and up to the date of approval of the Directors' Report.
- 1 -
|
|
VIPR LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors have prepared budgets and forecasts for a period of 12 months from the date of these financial statements. Considering the future cash flows that are expected to be generated by the Company through its ordinary trade, and having considered the repayment terms of group and other loans, the directors consider that the Company is in such a position as to continue normal operations for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing these financial statements.
In addition, the directors have obtained confirmation from Tenzing Private Equity LLP regarding its intentions in respect of the Company’s financing arrangements. Should a request be made by the Company, Tenzing Private Equity LLP confirm that it is the intention of the loan note holder to extend the repayment terms of A and B Loan Notes held in Project Monty Midco Limited, which process has yet to commence. They confirm that it is not the current intention to seek redemption of loan notes and/or repayment of accrued interest for a period of no less than 12 months from the date of the annual financial statements for the year ended 31 December 2025, unless the company has adequate funds to do so.
Economic impact of global events
|
UK businesses are facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, labour shortages, disrupted supply chains and new ways of working.
The directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that the main risks are expected to be from the consequences of geopolitical events on the Company’s customers and unforeseen changes to trading conditions with foreign customers. The directors have taken account of these potential impacts in their going concern assessment.
The Company continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
Provision of information to auditor
|
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
|
There have been no significant events affecting the Company since the year end.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
- 2 -
|
|
VIPR LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf by:
- 3 -
|
|
VIPR LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VIPR LIMITED
Opinion
We have audited the financial statements of VIPR Limited (the ‘Company’) for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, 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 2025 and of its profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the 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.
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 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.
- 4 -
|
|
VIPR LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VIPR LIMITED
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' Report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In 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 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; or
∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime take advantage of the small companies’ exemption in preparing the Directors' Report and from the requirement to prepare a Strategic Report.
- 5 -
|
|
VIPR LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VIPR LIMITED
Responsibilities of Directors
As explained more fully in the Directors' responsibilities statement set out on page 1, 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 intend either 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-bribery regulation and data protection legislation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
- 6 -
|
|
VIPR LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VIPR LIMITED
In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to the cut-off and occurrence assertions), and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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.
Use of the audit 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.
Gerhard Bonthuys (Senior Statutory Auditor)
For and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
2nd Floor
6 Sutton Plaza
Sutton Court Road
Sutton
Surrey
SM1 4FS
30 June 2026
- 7 -
|
|
VIPR LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest receivable and similar income
|
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
Profit for the financial year
|
|
|
Other comprehensive income
|
|
|
Total comprehensive income for the year
|
|
|
The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.
|
The notes on pages 11 to 20 form part of these financial statements.
|
- 8 -
|
|
VIPR LIMITED
REGISTERED NUMBER: 06795644
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital contribution reserve
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 20 form part of these financial statements.
- 9 -
|
|
VIPR LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
Capital contribution reserve
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income for the year
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income for the year
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
Contributions by and distributions to owners
|
|
|
|
|
|
Dividends: Equity capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 11 to 20 form part of these financial statements.
|
- 10 -
|
|
VIPR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
VIPR Limited, is a private company limited by shares, incorporated and registered in England and Wales. The Company's registered number is 06795644. The address of the registered office of the Company is Birchin Court, 20 Birchin Lane, London, United Kingdom, EC3V 9DU.
The principal activities of the Company during the year were those of supply and installation of specialist software.
2.Accounting policies
|
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are presented in Pound Sterling, which is also the Company's functional currency. This currency reflects the primary economic environment in which the Company operates, and is rounded to the nearest pound.
The following principal accounting policies have been applied:
The directors have prepared budgets and forecasts for a period of 12 months from the date of these financial statements. Considering the future cash flows that are expected to be generated by the Company through its ordinary trade, and having considered the repayment terms of group and other loans, the directors consider that the Company is in such a position as to continue normal operations for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing these financial statements.
In addition, the directors have obtained confirmation from Tenzing Private Equity LLP regarding its intentions in respect of the Company’s financing arrangements. Should a request be made by the Company, Tenzing Private Equity LLP confirm that it is the intention of the loan note holder to extend the repayment terms of A and B Loan Notes held in Project Monty Midco Limited, which process has yet to commence. They confirm that it is not the current intention to seek redemption of loan notes and/or repayment of accrued interest for a period of no less than 12 months from the date of the annual financial statements for the year ended 31 December 2025, unless the company has adequate funds to do so.
- 11 -
|
|
VIPR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Turnover is recognised as set out below:
• Software licences are typically invoiced in advance, with revenue recognised on a straight-line basis over the life of the contract.
• Implementation services includes installation, configuration, training and consultancy services, with revenue invoiced on a time and materials basis. Revenue is recognised when performance or delivery of the service has occurred, to the degree that the time is recoverable.
• Managed services includes the provision of processing services on behalf of customers, with revenue invoiced in arrears. Revenue is recognised either on a straight-line basis over the life of the contract, or on a usage basis with charges determined by the number of items processed in a month.
|
|
|
Operating leases: the Company as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
|
|
|
Interest receivable and similar income
|
Interest receivable and similar income is recognised in the Statement of Comprehensive Income using the effective interest method.
|
|
|
Interest payable and similar expenses
|
Interest payable and similar expenses are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
- 12 -
|
|
VIPR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Company grants equity-settled share-based payments (sweet equity) to certain employees in exchange for services. These awards are measured at the fair value of the equity instruments at the grant date, with a corresponding increase in equity.
Where equity instruments are issued at a price below fair value, the excess of the fair value over the consideration received is recognised as a share-based payment expense, with a corresponding credit to equity.
As the awards vest and are exercisable immediately upon grant, the full share-based payment expense is recognised in the Statement of Comprehensive Income within administrative expenses at the grant date.
|
|
|
Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
- 13 -
|
|
VIPR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
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.
The estimated useful lives range as follows:
|
|
|
|
|
Software Development Costs
|
|
|
|
Amortisation is included in administrative expenses in the Statement of Comprehensive Income.
Tangible assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.
Depreciation is provided on the following basis:
|
|
|
|
|
Computer and office equipment
|
|
|
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.
Depreciation is included in administrative expenses in the Statement of Comprehensive Income.
- 14 -
|
|
VIPR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
|
|
|
Debtors: amounts falling due within one year
|
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
|
|
|
Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
|
|
|
Creditors: amounts falling due within one year
|
Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and loans to related parties.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
|
|
The average monthly number of employees, including the directors, during the year was 46 (2024: 40).
|
- 15 -
|
|
VIPR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
Company contributions to defined contribution pension schemes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year retirement benefits were accruing to 2 directors (2024: 2) in respect of defined contribution pension schemes.
|
|
|
The highest paid director received remuneration of £233,562 (2024: £182,644).
|
|
|
The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £40,657 (2024: £14,678).
|
|
|
Software Development Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 16 -
|
|
VIPR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Computer and office equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
Deferred taxation (note 9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings are unsecured, interest-free and payable on demand.
|
- 17 -
|
|
VIPR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged in profit and loss
|
|
|
|
|
|
|
|
|
The deferred tax asset is made up as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed asset timing differences
|
|
|
- 18 -
|
|
VIPR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
30,500 (2024: 30,500) Ordinary shares of £1 each
|
|
|
|
|
The Company has one class of ordinary share; each carried one voting right per share but no right to fixed income.
|
Share premium account
This reserve represents the amount above the nominal value received for issued share capital, less transaction costs.
Capital contribution reserve
This reserve represents contributions from shareholders recognised in equity that are not made in exchange for the issue of shares.
Profit and loss account
This reserve represents the cumulative profits and losses of the Company.
|
|
|
|
|
During the year, Project Monty Topco Limited (ultimate parent undertaking) granted sweet equity to employees of the Company at a price below their fair market value. The difference between the consideration paid and the fair value of the equity granted has been recognised as a share-based payment expense, with a corresponding credit to equity as a capital contribution from ultimate parent undertaking.
The share-based payment expense recognised during the year is £42,018 (2024: nil).
|
|
|
Commitments under operating leases
|
|
|
At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Later than 1 year and not later than 5 years
|
|
|
|
|
|
|
|
- 19 -
|
|
VIPR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Related party transactions
|
|
|
The Company is a wholly owned subsidiary of Project Monty Bidco Limited, whose ultimate parent company is Project Monty Topco Limited, and the Company is a qualifying small entity under Section 1A of FRS 102 and is therefore exempt from disclosing transactions entered into between wholly owned members of the group that are undertaken under normal market conditions.
|
|
|
Contingent liabilities and registered charges
|
As at 31 December 2025, the Group has charges registered by Tenzing Private Equity LLP, a company with common shareholding, over all of its present property and undertakings. In addition, two charges have been registered by Santander UK Plc covering all present and future freehold and leasehold properties, together with all intellectual property rights.
There are no contingent liabilities known to the directors at the year end (2024: £nil).
|
|
Post balance sheet events
|
There have been no significant events affecting the Company since the year end.
|
|
Parent company and controlling party
|
The Company's immediate parent undertaking is Project Monty Bidco Limited, a company incorporated and registered in England and Wales.
The Company's ultimate parent undertaking is Project Monty Topco Limited, a company incorporated and registered in England and Wales, and the smallest and largest group into which the Company’s financial statements are consolidated.
Copies of the group financial statements may be obtained from Companies House.
The ultimate controlling party of the Company is Tenzing PE 1 GP LLP (as nominee for Tenzing Private Equity 1 LP), a Limited Liability Partnership incorporated and registered in England & Wales, by virtue of its shareholding in Project Monty Topco Limited.
- 20 -
|