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Registered number: 04330005
UBDS IT CONSULTING LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
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UBDS IT CONSULTING LIMITED
COMPANY INFORMATION
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S Patel (resigned 19 June 2026)
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Level 1 Brockbourne House
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UBDS IT CONSULTING LIMITED
CONTENTS
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Directors' Responsibilities Statement
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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UBDS IT CONSULTING LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2025
The Directors are pleased to present the Strategic Report for UBDS IT Consulting Limited (the Company) for the year ended 30 November 2025. The Company operates in the IT services sector, providing end-to-end digital lifecycle services across digital consulting, cloud platforms, data and AI, cybersecurity, managed IT services, and portfolio, programme and project management, primarily for public sector and regulated industry clients.
UBDS IT Consulting Ltd, trading as UBDS Digital, remains the principal trading business in the UBDS Group (the Group) and the central platform for delivery, client engagement, commercial management and shared services.
2025 was a year of continued revenue growth, integration and operational development following the strategic acquisitions completed in the Group in 2024 and the incorporation of UBDS India Private Limited in January 2025.
On 19th June 2026, the strength of the Group’s market position was recognised through a material minority investment in the Group by private equity investor LDC (part of the Lloyds Banking Group). LDC’s investment is intended to support the Group’s organic and acquisition-led growth strategy.
Revenue growth: Turnover increased to £28.2 million (2024: £27.5 million), an increase of £0.65 million or 2.3%. Consultancy services revenue increased by 2.2% to £21.2 million, while third-party services and licences resold increased by 2.6% to £7.0 million.
Market headwinds during 2025 were offset by the continued success of our public sector bid team, as the Company’s sector experience and credentials continued to deliver returns. Procurement delays in contracting some of the larger wins secured in the final quarter constrained growth during the year. However, these contracts positioned the Company exceptionally well for 2026. At the time, they represented the largest contract awards in the Company’s history, are multi-year in nature and have significantly broadened our footprint in core multi-cloud services across Amazon and Microsoft technology stacks.
Profitability: Gross profit increased to £11.7 million (2024: £10.7 million), with gross margin improving to 41.6% (2024: 38.9%), reflecting an improved delivery mix and a reduction in the proportion of subcontracted services. Subcontracting is expected to reduce further in 2026 as the large network transformation programmes delivered over recent years draw to a close. Company EBITDA amounted to £5.9million (20%), down from £6.3m (22%) in 2024, due to a combination of integration and growth investments.
Managed services and SOC: The Group continued to deliver and strengthen its Managed Services and Security Operations Centre propositions, supporting its long term service relationships and customer partnerships.
Capability hub: UBDS India Private Limited was incorporated in the Group during the year, providing a foundation for future delivery scalability, internal process support and capability development as a supplier to the Company.
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UBDS IT CONSULTING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
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Company financial performance with key performance indicators
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Much of the SOCI is covered in the Overview above. In addition, administrative expenses increased to £6.1 million (2024: £4.6 million). The increase reflected the investment in senior sales and delivery leadership, the development of shared services, additional professional fees, office and infrastructure costs, and continued investment in software, security and systems. Company staff costs increased to £10.9 million (2024: £8.8 million), with the average monthly number of employees increasing to 120 (2024: 107). This demonstrates continued investment in capability, while also underlining the need to maintain utilisation and pricing discipline.
The Company generated an operating profit of £5.8 million (2024: £6.1 million) and a profit before tax of £5.8 million.
The effective tax charge of £1.7 million was higher than the UK corporation tax rate because of adjustments to tax charge in respect of prior periods and other costs not deductible for tax purposes.
The Company ended the year with fixed assets of £0.215 million, principally comprising computer equipment. Current assets were £13.2 million, including trade debtors of £5.9 million, prepayments and accrued income of £2.2 million, and cash at bank of £0.4 million. Current creditors were £4.7 million, resulting in net current assets of £8.5 million. Shareholders' funds were £8.7 million. The reduction in cash from £5.2 million in 2024 reflected dividends paid in the first half of the year strategic investments throughout and corporation tax and VAT payments on account and the timing of major programme billing in the latter half. Nonetheless, the Company ended the year with no external bank debt, and the cash lock-up began to unwind shortly after the year end with the Company returning to being cash generative thereafter.
The Directors monitor a range of key performance indicators, including statutory turnover, gross profit, gross margin, operating profit, cash, net current assets, debtors, accrued income, utilisation, fee rates, new sales bookings, contracted backlog and staff costs. During 2025, particular management attention was given to working capital and project lock-up, including reducing work in progress and accrued income associated with major programmes. The November management accounts showed material year-end billing activity and a reduction in net work in progress for UBDS Digital compared with the previous month, a trend that continued post year-end.
Internal management accounts for November 2025 showed UBDS Digital net revenue (revenue less the cost of third-party delivered services) of £22.0 million for the year, an increase of £0.7 million on the prior year. Gross profit was £12.0 million, £1.2 million ahead of the prior year, with gross profit margin improving to 55%. Normalised EBITDA (which excludes the impact of non-recurring costs) was £6.1 million, representing a 28% margin. This was slightly behind the prior year, reflecting higher administrative costs associated with the enlarged operating platform, new office costs, legal and professional costs, software and security investment, and intercompany support.
Delivery performance improved in the final quarter, with management reporting highlighting increased utilisation, higher average fee rates and an improved gross margin in November.
The Group continued to invest in the Manchester-based Security operations Centre, creating further opportunities to cross-sell cloud, cyber, data and other Group services.
Client concentration remained an area of active management, with significant multi-year bid wins expected to support greater diversification in the forward outlook.
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UBDS IT CONSULTING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
Strategic developments and investments
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The Group’s strategic development in 2025 centred on building out the shared services for integration with the newly acquired companies, capability depth, operational maturity and disciplined growth. The focus for UBDS Digital during 2025 was therefore on improving the operating model, increasing cross-sell with other Group companies, building shared services support and ensuring that the specialist strengths of the acquired businesses were integrated into the wider capability pool for the benefit of the Group as a whole.
AI, data and innovation
The Company continued to invest in data and AI capability, both as a client proposition and as an internal productivity enabler. UBDS Digital's accreditation profile, including AI management systems, supports the Group's approach to responsible AI adoption. The Directors consider AI governance, secure data foundations and practical automation to be important growth areas, particularly for public sector and regulated clients.
Frameworks and contracting routes
The Company continued to maintain a broad framework footprint, supporting public sector access to cloud, digital, technology, cyber, AI, management consultancy and resource augmentation services. Framework access remains a key differentiator in markets where buyers require compliant procurement routes and evidence of previous delivery experience.
The post-balance-sheet investment by LDC strengthens the Group’s M&A prospects and reinforces management’s vision for the future.
Principal risks and uncertainties
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The Board regularly reviews the principal risks and uncertainties facing the Company. The key risks and related mitigations are summarised below.
Political, economic and public sector spending risk
The Company is exposed to UK economic conditions, inflation, public sector budget cycles, changes in government priorities and procurement timing. Delays in awards, customer budget constraints or changes in policy can affect revenue timing and utilisation. The Company mitigates this risk through a diversified service offering, broad framework coverage, active account planning, selective private sector work and close monitoring of the sales pipeline and contracted backlog.
Large programme delivery and revenue recognition risk
The Company delivers complex projects, including fixed-fee and outcome-based work. Delivery delays, scope changes, customer dependencies, technical complexity or inaccurate cost-to-complete estimates can affect margin, revenue recognition and cash timing. Management mitigates this risk through project governance, delivery assurance, monthly cost-to-complete reviews, commercial change control, experienced programme leadership and the active escalation of customer dependencies.
Working capital and liquidity risk
Milestone-based billing, accrued income, work in progress and large customer receivables can create short-term cash pressure, particularly around year-end billing, tax payments and dividend decisions. The year-end cash balance of £0.4 million reflects these dynamics. The Company mitigates liquidity risk through rolling cash flow forecasts, credit control, billing schedule reviews, disciplined management of accrued income and the maintenance of a debt-free external balance sheet.
Customer concentration risk
A material proportion of revenue and gross margin is generated from a number of large customers. This creates exposure to programme roll-off, procurement change, customer disputes and relationship risk. The Company mitigates this through multi-stakeholder account coverage, formal account planning, cross-sell, framework access, new logo development and the broader propositions now available through Rayo and 3B Data Security.
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UBDS IT CONSULTING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
People, utilisation and talent risk
The Company relies on skilled people in competitive markets, particularly in cloud, cyber, data, AI, programme management and managed services. Wage inflation, attrition or insufficient billable utilisation could reduce profitability. Mitigation includes investment in culture, leadership, training, internal mobility, utilisation reporting, recruitment discipline, the India capability hub and active management of the contractor and permanent resource mix.
Cybersecurity, data protection and AI governance risk
The Company provides technology services and handles sensitive information. Cybersecurity incidents, data breaches or unmanaged AI adoption could affect clients, operations and reputation. The Company mitigates this risk through information security governance, ISO and Cyber accreditations, security tooling, SOC capability, privacy controls, AI governance and regular reviews of customer and internal control requirements.
Regulatory, quality and framework compliance risk
The Company operates in regulated and public sector environments and must maintain quality, security, social value and framework compliance standards. Failure to maintain these standards could limit access to important markets. The Company mitigates this risk through accreditation management, quality systems, contract governance, legal review, internal audit activity and continued investment in responsible business practices.
The Board is satisfied that the principal risks are being actively monitored and managed. However, given the Company's growth rate, client profile and market environment, the Directors will continue to strengthen governance, management information and internal controls during the coming year.
Future developments and outlook
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The Directors remain confident in the Company’s medium-term prospects. Demand for secure cloud transformation, data and AI, cyber resilience, managed services and complex digital delivery remains strong, particularly in public sector and regulated markets. The Company has a differentiated proposition, established delivery credentials, broad framework access and an expanded portfolio of specialist capabilities arising from the investments made.
The immediate priority is to convert the Company’s pipeline and contracted backlog into profitable revenue while improving cash conversion. This includes maintaining pricing discipline, reducing lock-up, improving billing cadence and ensuring that large programmes are governed through clear commercial milestones and cost-to-complete controls. Management will continue to review customer concentration, project profitability and utilisation as core operating metrics.
UBDS Digital will remain the primary engine of organic growth for the Group. The Directors expect continued demand for digital consulting, cloud platforms, secure connectivity, data and AI, cybersecurity, managed services and P3M. The focus will be on deepening existing accounts, broadening new-logo activity, increasing recurring managed services revenue and ensuring that new sales bookings are converted into high-quality delivery.
The Company will continue to invest in innovation, particularly in AI, automation, data platforms, security operations and managed services. The Directors believe that the successful adoption of AI in regulated environments requires strong governance, secure data foundations and practical use cases that improve service quality, delivery efficiency and customer outcomes. The Company’s existing accreditation profile and delivery experience provide a strong platform for this work.
In conclusion, 2025 demonstrated that the Company can continue to grow while integrating new capabilities and strengthening its operating model. The statutory result reflects a robust underlying trading platform. The next stage of development will focus on sustainable organic growth, improved cash conversion, operational leverage and disciplined capital allocation.
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UBDS IT CONSULTING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
The Directors reviewed forecasts covering at least 12 months from the date of approval of the financial statements, including downside scenarios involving delayed programme mobilisation, lower utilisation and slower debtor collection. Under these scenarios, the Company retained sufficient liquidity headroom and as such the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
In forming this view, the Directors have considered the Company's financial position, cash flow forecasts, principal risks and uncertainties, trading performance, balance sheet and access to customer receivables. They have not identified any material uncertainties that cast significant doubt on the Company's ability to continue as a going concern.
The Directors consider that the annual report and accounts, taken as a whole, are fair, balanced and understandable, and provide the information necessary for shareholders to assess the Company's position, performance, business model and strategy.
The Directors confirm that they have undertaken a robust process to ensure that appropriate controls and review procedures are in place to support the integrity of the disclosures made.
This Strategic Report has been prepared in accordance with the Companies Act 2006 and was approved by the Board of Directors and was signed on its behalf.
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UBDS IT CONSULTING LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2025
The Directors present their report and the financial statements for the year ended 30 November 2025.
The profit for the year, after taxation, amounted to £4,136,139 (2024 - £5,060,465).
During the year the Company paid a dividend of £5,000,000 (2024 - £Nil).
The Directors who served during the year were:
D Patel
S Patel (resigned 19 June 2026)
K Wheeler
Future developments are addressed within the Strategic Report.
Matters covered in the strategic report
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Certain items required under Schedule 7 to be disclosed in the Directors' Report are set out in the Strategic Report in accordance with s414C(ii) of the Companies Act 2006; these being the Company's principal activity and principal risks and uncertainties.
Disclosure of information to auditors
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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
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On 19th June 2026, the Group received a minority equity investment from a private equity investor LDC (part of the Lloyds Banking Group). The investment is expected to support the Group's continued growth and strategic objectives. This represents a non-adjusting event occurring after the reporting period and accordingly no adjustment has been made to the financial statements for the year ended 30 November 2025.
The auditor, MHA (a trading name of MHA Audit Services LLP), will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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UBDS IT CONSULTING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
This report was approved by the board and signed on its behalf.
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UBDS IT CONSULTING LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2025
The Directors are responsible for preparing the Strategic Report, 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.
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UBDS IT CONSULTING LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UBDS IT CONSULTING LIMITED
Opinion
We have audited the financial statements of UBDS IT Consulting Limited (the 'company') for the year ended 30 November 2025 which comprise the Statement of Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, and the notes to the financial statements, including 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 30 November 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.
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UBDS IT CONSULTING LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UBDS IT CONSULTING LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual report and financial statements, other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual report and financial statements. 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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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 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.
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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.
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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 set out on page 8, 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
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UBDS IT CONSULTING LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UBDS IT CONSULTING LIMITED (CONTINUED)
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:
∙enquiry of management, those charged with governance around actual and potential litigation and claims;
∙enquiry of entity staff to identify any instances of non-compliance with laws and regulations;
∙performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness;
∙evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
∙reviewing minutes of meetings of those charged with governance; and
∙reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulation;
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 is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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.
Aaron Hawkins BSc FCCA (Senior Statutory Auditor)
for and on behalf of
MHA
Statutory Auditor
Maidstone, United Kingdom
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
24 August 2026
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UBDS IT CONSULTING LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2025
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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There was no other comprehensive income for 2025 (2024 - £Nil).
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The notes on pages 15 to 30 form part of these financial statements.
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UBDS IT CONSULTING LIMITED
REGISTERED NUMBER: 04330005
BALANCE SHEET
AS AT 30 NOVEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 15 to 30 form part of these financial statements.
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UBDS IT CONSULTING LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2025
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Comprehensive income for the year
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Comprehensive income for the year
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Contributions by and distributions to owners
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UBDS IT CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
UBDS IT Consulting Limited is a private company, limited by shares, domiciled and incorporated in England and Wales (registered number: 04330005). The registered office address is Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS.
The nature of operations is disclosed in the Strategic Report.
2.Accounting policies
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Basis of preparation of financial statements
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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 judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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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 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Inspirus Capital Management Limited as at 30 November 2025 and these financial statements may be obtained from the registered office address of Inspirus Capital Management Limited is Coachworks, 9-10 Charlotte Mews, London, Greater London, England, W1T 4EF.
The financial statements have been prepared on a going concern basis. The directors have reviewed forecasts covering at least twelve months from the date of approval of the financial statements and are satisfied that the company has adequate resources to continue in operational existence for the foreseeable future.
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UBDS IT CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Revenue 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. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
The Company's revenues are primarily derived from providing professional services under fixed-fee arrangements. Revenues from fixed-fee contracts are generally recognised as services rendered and the Company evaluates the status of each project monthly to ensure that the estimated cost to complete each contract remains accurate and accrues for any estimated losses, if necessary, in the period in which such losses are determined.
Revenues in respect of third party hardware installations are recognised at the point at which the hardware is delivered and installed. Similarly, revenues from third party software licence sales are recognised when the risks and rewards of the licence pass to the customer.
Revenues earned on managed service contracts are recognised on a straight-line basis over the term of the contract.
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UBDS IT CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
2.Accounting policies (continued)
Grants are accounted under the accruals model as permitted by FRS 102.
Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
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.
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:
Tangible fixed 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.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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UBDS IT CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
2.Accounting policies (continued)
Finance costs are charged to profit or loss 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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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Operating leases: the Company as lessee
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Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the asset's fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to the Statement of Comprehensive Income so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to the Statement of Comprehensive Income on a straight-line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Financial assets and financial liabilities are recognised in the Balance Sheet when the Company becomes a party to the contractual provisions of the instrument.
Trade and other debtors and creditors are classified as basic financial instruments and measured on initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the Company will not be able to collect all amounts due.
Financial liabilities and equity instruments issued by the Company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
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UBDS IT CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
2.Accounting policies (continued)
In a previous period, the UBDS IT Consulting Limited Employee Benefit Trust (EBT) was set up. The Trustees of the EBT are independent from the Company and those charged with management, therefore the EBT is not considered to be under the control of the Company. The assets and liabilities of the EBT are therefore not recognised within the financial statements of the Company. During the year ended 30 November 2025, the Company has made payments to the EBT totalling £Nil (2024 - £Nil) which are shown as distributions from reserves within the Statement of Changes in Equity.
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Current and deferred taxation
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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 balance sheet 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 balance sheet 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 balance sheet date.
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.
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UBDS IT CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
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Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Accrued income
Although accrued income requires an element of estimation by management, the directors do not consider this to be a key source of estimation uncertainty. As described in the accounting policy for revenue, the directors assess the stage of completion on fixed fee contracts at the reporting date. Revenues are then recognised based on the cost incurred to date against the estimate of expected total cost to complete. Accordingly, the directors do not consider there to be a significant risk of material adjustment to the carrying amount of accrued income in the next financial year.
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An analysis of turnover by class of business is as follows:
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Consultancy services fees
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Third party services and licences resold
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All turnover arose within the United Kingdom.
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Government grants receivable
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UBDS IT CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
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The operating profit is stated after charging:
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Depreciation of tangible fixed assets
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Amortisation of intangible assets
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Foreign exchange gains/(losses)
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Defined contribution pension cost
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Loss on sale of tangible assets
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During the year, the Company obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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Staff costs, including Directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the Directors, during the year was as follows:
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UBDS IT CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 1 director (2024 - 1) in respect of defined contribution pension schemes.
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Other interest receivable
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Interest payable and similar expenses
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UBDS IT CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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UBDS IT CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
12.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Adjustments to tax charge in respect of prior periods
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Other prior period adjustments
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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UBDS IT CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
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Charge for the year on owned assets
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UBDS IT CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
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Charge for the year on owned assets
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UBDS IT CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
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Amounts owed by group undertakings
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Amounts owed by companies under common control
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Amounts due by group undertakings are unsecured, interest free and repayable on demand.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Corporation tax outstanding
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Other taxation and social security
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Accruals and deferred income
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Amounts due to group undertakings are unsecured, interest free and payable on demand.
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UBDS IT CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
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Charged to profit or loss
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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Allotted, called up and fully paid
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100,000 Ordinary A shares of £0.001 each
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100,000 Ordinary B shares of £0.001 each
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Ordinary A shares carry full voting, rights to dividends and active participation to distributions on winding up.
Ordinary B shares have no voting rights or participation to distributions on winding up.
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Profit and loss account
This reserve relates to the cumulative retained earnings less amounts distributed to shareholders.
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UBDS IT CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £390,045 (2024 - £322,261). Contributions totalling £89,568 (2024 - £78,657) were payable to the fund at the reporting date.
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Commitments under operating leases
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The Company had no commitments under non-cancellable operating leases at the balance sheet date.
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Transactions with Directors (key management personnel)
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Loans to the Directors (key management personnel) are included within other debtors. The loan interest is in line with HMRC beneficial loan arrangements and all amounts are repayable during the terms of the loans or earlier in case of an event of default, including the borrower ceasing their employment. The movements during the period were as follows:
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Balance brought forward at 30 November 2023
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Balance carried forward at 30 November 2024
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Balance carried forward at 30 November 2025
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Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, and include the Directors of the Company only.
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Related party transactions
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At the balance sheet date, the Company had a loan due from UBDS DMCC, a company under common ultimate controlling party, totalling £Nil (2024 - £131,220). The loan is interest free and repayable on demand. During the year, the Company made purchases of £37,357 (2024 - £44,118) from UBDS DMCC under normal market conditions.
The Company has taken advantage of the exemption in FRS 102 Section 33.1A whereby it has not disclosed transactions with the ultimate parent company or wholly owned group entities.
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UBDS IT CONSULTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
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Contingent liabilities and guarantees
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On 19 June 2026, following the post year-end investment and refinancing transaction, the Company became a Borrower and Guarantor under the Senior Facilities Agreement entered into by the wider Group. In connection with these arrangements, the Company acceded to the related debenture and security documentation and has provided guarantees and security in support of obligations owed by other members of the financing group. The financing arrangements include senior facilities of up to £18m available to the wider Group.
The guarantees and security arrangements exist to support borrowings made available to the Group under the Senior Facilities Agreement. In the event of default by a borrower under the facilities, the lenders may seek recovery from the guarantors and may enforce the related security arrangements.
The Directors do not expect any material liability to arise under these arrangements. The likelihood, timing and amount of any potential outflow is dependent on future events, including whether any borrower defaults under the financing arrangements and the extent of any resulting lender claims. Accordingly, no provision has been recognised in these financial statements.
Other than the above, the Company had no other guarantees or contingent liabilities requiring disclosure at the reporting date.
The immediate parent undertaking is UBDS Group Holdings Limited, a company registered in England and Wales.
The ultimate parent undertaking is Inspirus Capital Management Limited, a company registered in England and Wales.
The smallest group of undertakings for which group accounts for the year ending 30 November 2025 have been drawn up, is that headed by UBDS Group Holdings Limited. The registered office address of UBDS Group Holdings Limited is Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, England, TN4 8BS. The largest group of undertakings for which group accounts for the year ending 30 November 2025 have been drawn up, is that headed by Inspirus Capital Management Limited. The registered office address of Inspirus Capital Management Limited is Coachworks, 9-10 Charlotte Mews, London, Greater London, England, W1T 4EF.
The ultimate controlling party is D Patel, by virtue of their shareholding and directorship in the ultimate parent undertaking.
Following the post year-end acquisition on 19 June 2026, D Patel ceased to be the ultimate controlling party. Based on the revised ownership and governance structure, no ultimate controlling party exists following completion of the transaction.
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