ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 13598574

INSPIRUS CAPITAL MANAGEMENT LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

INSPIRUS CAPITAL MANAGEMENT LTD

COMPANY INFORMATION

Directors	D Patel
	S Patel
	U Patel (resigned 11 June 2025)


Registered number	13598574


Registered office	Coachworks
	9-10 Charlotte Mews
	London
	W1T 4EF


Independent auditor	MHA
	Lyndean House
	30-32 Albion Place
	Maidstone
	Kent
	ME14 5DZ

INSPIRUS CAPITAL MANAGEMENT LTD

CONTENTS

	Page
Group Strategic Report	1 - 4
Directors' Report	5 - 6
Directors' Responsibilities Statement	7
Independent Auditor's Report	8 - 11
Consolidated Statement of Comprehensive Income	12
Consolidated Balance Sheet	13 - 14
Company Balance Sheet	15 - 16
Consolidated Statement of Changes in Equity	17
Company Statement of Changes in Equity	18
Consolidated Statement of Cash Flows	19 - 20
Consolidated Analysis of Net Debt	21
Notes to the Financial Statements	22 - 47

INSPIRUS CAPITAL MANAGEMENT LTD

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30 NOVEMBER 2025

Business review

The Directors are pleased to present the Strategic Report for Inspirus Capital Management Limited (“the Company” or “the Group”) for the year ended 30 November 2025.

The principal activity of the Company is that of an investment holding company. The Company generates some of its own trading income, with the majority of Group revenue derived from the activities of UBDS Group Holdings Limited (“the UBDS Group”), together with the Group’s 50% interest in Longmead Capital Limited, a UK-based real estate asset management company acquired in July 2025, and the activities of Inspirus Properties Limited, a subsidiary which undertakes selective joint venture property investment funded by intercompany loans from the Company. Throughout the year ended 30 November 2025, the Company held 96.81% of UBDS Group Holdings Limited, which accordingly remained a subsidiary undertaking of the Company for the purposes of these financial statements.

The UBDS Group 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.

2025 was a year of continued revenue growth, integration and operational development for the UBDS Group, following the strategic acquisitions completed in 2024, and of diversification for the wider Group following the investment in Longmead Capital. Both developments support the Board’s strategy of balancing a core, profitable trading platform with selective investments that broaden the Group’s recurring income base.

2025 highlights

∙Group turnover of £31.08 million (2024: £27.7 million).

∙Group profit for the year of £0.49 million (2024: £1.55 million).

∙UBDS Group consolidated turnover increased to £30.951 million (2024: £27.672 million), an increase of 11.8%, with consultancy services revenue up 13.9% to £23.712 million.

∙UBDS Group gross margin improved to 42.0% (2024: 39.0%), reflecting an improved delivery mix, while Group EBITDA of £4.7 million (2024: £5.2 million) reflected continued integration and growth investment, including the incorporation of UBDS India Private Limited.

∙In July 2025, the Company acquired a 50% interest in Longmead Capital Limited, broadening the Group’s activities into real estate asset management and providing an additional recurring income stream alongside the Group’s core investment management and IT services activities.

∙Post year end, on 19 June 2026, the Company’s 100% shareholding in UBDS Group Holdings Limited was contributed into a new holding structure alongside an investment led by private equity investor LDC (part of Lloyds Banking Group). Following completion, the Company holds a retained interest of 37.10% in the new structure. This is expected to result in the Company ceasing to control UBDS Group Holdings Limited from the date of completion (see Future Developments and Outlook).

Group Financial Performance with Key Performance Indicators

The Company’s result for the year continues to be determined largely by the performance of, and dividend income received from, UBDS Group Holdings Limited, together with the Group’s share of the results of Longmead Capital Limited and any returns on capital deployed in other investment activities.

Group turnover for the year was £31.08 million (2024: £27.7 million) and the Group’s consolidated profit for the year was £0.49 million (2024: £1.55 million). Administrative and investment activity costs incurred at the holding company level amounted to £0.418 million (2024: £1.05 million).

Page 1

INSPIRUS CAPITAL MANAGEMENT LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 NOVEMBER 2025

The Directors monitor a range of Group key performance indicators, including consolidated turnover, profit before and after tax, dividend income, net assets, cash and the underlying trading performance, growth and cash generation of UBDS Group Holdings Limited and its subsidiaries.

UBDS Group
UBDS Group Holdings Limited remains the Group’s principal trading investment. During 2025 the UBDS Group broadened its market proposition through UBDS IT Consulting Ltd (trading as UBDS Digital), Rayo Cloud Ltd and 3B Data Security Ltd, and incorporated UBDS India Private Limited on 31 January 2025 to provide a platform for scalable delivery support and internal capability development.

UBDS Digital, the UBDS Group’s principal trading subsidiary, delivered net revenue of £22.0 million for the year (2024: £21.3 million), with gross profit of £12 million and normalised EBITDA (which excludes the impact of non-recurring costs) of £6.1 million, a 28% margin. Rayo Cloud moved from an investment and mobilisation phase into rapid scaling following a significant AWS bid win in the final quarter, while 3B Data Security continued its early integration phase, improving billability and utilisation and complementing UBDS Digital’s security operations centre and managed security services. At the year end, Rayo was held 100% and 3B Data Security 80% by the UBDS Group, with the remaining 20% of 3B acquired on 27 February 2026.

Further detail on UBDS Group’s trading performance, KPIs and subsidiary developments is set out in UBDS Group Holdings Limited’s own Strategic Report for the year ended 30 November 2025.

Longmead Capital

The Group’s 50% interest in Longmead Capital Limited, acquired in July 2025, provides exposure to the UK real estate sector and is consistent with the Company’s strategy of broadening its activities and building additional recurring revenue streams alongside its core investment holding business. The investment is in its early stages and the Directors will report further on its contribution as it develops.

Strategic Developments and Investments

The Group’s strategic development in 2025 centred on the continued integration of UBDS Group’s 2024 acquisitions, the development of the UBDS India capability hub, continued investment in AI, data and automation capability, and the diversification of the wider Group through the investment in Longmead Capital.

The Board remains committed to a balanced strategy of organic growth and targeted inorganic investment across the Group. Any future acquisition activity will continue to be assessed against strategic fit, culture, integration risk, quality of earnings, customer relevance and its ability to improve the Group’s overall proposition.

Principal Risks and Uncertainties

The Board regularly reviews the principal risks and uncertainties facing the Group. As the Group’s activities are conducted substantially through UBDS Group, the key risks affecting the Group are largely those disclosed in that company’s own Strategic Report, and include: political, economic and public sector spending risk; large programme delivery and revenue recognition risk; working capital and liquidity risk; customer concentration risk; people, utilisation and talent risk; cybersecurity, data protection and AI governance risk; and regulatory, quality and framework compliance risk.

In addition, the Group’s investment in Longmead Capital exposes it to risks associated with the UK real estate sector, including property market conditions, valuation and liquidity risk. This is mitigated through the experience of Longmead Capital’s management team and the Group’s minority, non-controlling position in that investment. Similar property market and joint venture risks arise from Inspirus Properties Limited’s selective participation in property joint ventures, funded by intercompany loans from the Company; the Group mitigates this through the limited scale and minority nature of each participation and careful appraisal of individual transactions.

Page 2

INSPIRUS CAPITAL MANAGEMENT LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 NOVEMBER 2025

The Board is satisfied that the principal risks are being actively monitored and managed at both Company and subsidiary level. Following completion of the transaction described under Future Developments and Outlook below, an additional risk arises from the Company’s reduced, non-controlling 37.10% interest in the new UBDS Group holding structure: the Company’s ability to influence UBDS Group’s strategy, distributions and future capital decisions will depend on its shareholder rights and its relationship with its co-investors, rather than on control. The Directors mitigate this through the terms agreed as part of the transaction and continued Board engagement with UBDS Group.

Future Developments and Outlook

The Directors remain confident in the Group’s medium-term prospects. UBDS Group is expected to continue to convert its pipeline and contracted backlog into profitable revenue during 2026, supported by its expanded multi-cloud, data, AI and cybersecurity capabilities.

The most significant event affecting the Group since the year end has been the completion, on 19 June 2026, of a transaction under which the Company’s 100% shareholding in UBDS Group Holdings Limited was contributed into a new holding structure, alongside a material investment led by private equity investor LDC (part of Lloyds Banking Group), with further participation from incoming and existing management shareholders. Following completion, the Company holds a retained interest of 37.10% in the new structure, intended to support UBDS Group’s continuing organic and acquisition-led growth strategy alongside its new investor base. As the Company no longer holds a controlling interest in UBDS Group Holdings Limited from the date of completion, UBDS Group Holdings Limited is expected to cease to be a subsidiary undertaking of the Company and is expected to be accounted for as an investment in an associate of the Group from that date. Accordingly, the Group’s future consolidated results are expected to reflect the Company’s share of UBDS Group’s results, rather than full consolidation of UBDS Group’s turnover and costs, from the date control was lost. This represents a fundamental change in the composition of the Group’s results going forward and will be reflected accordingly in the financial statements for the year ending 30 November 2026.

Notwithstanding this change, the Directors continue to regard the Group’s retained interest in UBDS Group Holdings Limited as a core strategic holding, and expect the Group’s activities to become increasingly weighted towards its role as an investor across UBDS Group, Longmead Capital and Inspirus Properties Limited, rather than as the controlling parent of a single large trading group.

Longmead Capital is expected to develop progressively as a further source of recurring income for the Group. The Board will continue to evaluate selective acquisition and investment opportunities that strengthen the Group’s overall proposition, are culturally compatible and offer a credible path to value creation.

Post year end, on 24 December 2025, Inspirus Properties Limited, funded by an intercompany loan from the Company, contributed 15% of the purchase price of a property asset acquired as part of a joint venture. The asset was sold on 17 March 2026, generating a profit of £343,449 after repayment of the intercompany loan and related interest, and before fees. The Directors regard this as an encouraging early return from the Group’s selective approach to joint venture property investment, and will continue to evaluate further opportunities of this nature on a similarly disciplined basis.

The Directors reviewed forecasts covering at least 12 months from the date of approval of the financial statements. The Group retained sufficient liquidity headroom, and the Directors have a reasonable expectation that the Company and the Group have 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 and the Group’s financial position, cash flow forecasts, principal risks and uncertainties, trading performance and balance sheet. They have not identified any material uncertainties that cast significant doubt on the Company’s or the Group’s ability to continue as a going concern.

Page 3

INSPIRUS CAPITAL MANAGEMENT LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 NOVEMBER 2025

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 and the Group’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.

................................................

D Patel

Director

Date: 27 August 2026

Page 4

INSPIRUS CAPITAL MANAGEMENT LTD

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.

Results and dividends

The profit for the year, after taxation and non-controlling interests and minority interests, amounted to £662,562 (2024 - £1,654,837).

Dividends of £4,280,000 (2024 - £Nil) were declared in the year.

Directors

The directors who served during the year were:

D Patel

S Patel
U Patel (resigned 11 June 2025)

Qualifying third party indemnity provisions

The Company has no qualifying third party indemnity provisions for the benefit of its Directors.

Matters covered in the Strategic Report

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, principal risks and uncertainties and future developments.

Disclosure 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 and the Group'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 and the Group's auditor is aware of that information.

Post balance sheet events

On 19 June 2026, the Company disposed of its majority equity interest in UBDS Group to LDC (part of Lloyds Banking Group), retaining a minority rollover interest of 37.1% in the successor holding structure, Relevare Topco. 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. As a result of this transaction, UBDS Group Holdings Limited and its subsidiaries ceased to be consolidated as subsidiaries of the Company with effect from that date, and the Company's retained interest is accounted for as an investment.

The transaction also resulted in certain option holders within the former UBDS Group becoming entitled to consideration under that group's share option arrangements. As the transaction occurred after the reporting date, this has been treated as a non-adjusting post balance sheet event. Further details of the share-based payment arrangements and related consideration are disclosed in Note 21.

Page 5

INSPIRUS CAPITAL MANAGEMENT LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 30 NOVEMBER 2025

Furthermore, prior to completion of the above transaction and subsequent to the Company's year end, the former subsidiary UBDS Group Holdings Limited acquired the remaining 20% equity interest in 3B Data Security Ltd, increasing its ownership from 80% to 100%, such that 3B Data Security Ltd became a wholly owned subsidiary of that group immediately prior to disposal.

Auditor

Pursuant to Section 485 of the companies Act 2006, the auditor, MHA, will be deemed to be reappointed.

This report was approved by the board and signed on its behalf.

................................................

D Patel

Director

Date: 27 August 2026

Page 6

INSPIRUS CAPITAL MANAGEMENT LTD

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 30 NOVEMBER 2025

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.

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 the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make 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 Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 7

INSPIRUS CAPITAL MANAGEMENT LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INSPIRUS CAPITAL MANAGEMENT LTD

Opinion

We have audited the financial statements of Inspirus Capital Management Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 30 November 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated and Company Balance Sheets, Consolidated and Company Statement of Changes in Equity, Consolidated Statement of Cash Flows, the Consolidated Analysis of Net Debt 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 Group's and of the Parent Company's affairs as at 30 November 2025 and of the Group's 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 Group and Parent 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 Group and Parent Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 8

INSPIRUS CAPITAL MANAGEMENT LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INSPIRUS CAPITAL MANAGEMENT LTD (CONTINUED)

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. 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 Group Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and their environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report and the Directors’ Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors’ remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors’ Responsibilities Statement set out on page 7, 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 Group's and Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Page 9

INSPIRUS CAPITAL MANAGEMENT LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INSPIRUS CAPITAL MANAGEMENT LTD (CONTINUED)

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

∙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.

Page 10

INSPIRUS CAPITAL MANAGEMENT LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF INSPIRUS CAPITAL MANAGEMENT LTD (CONTINUED)

Use of our report

This report is made solely to the Parent 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 Parent 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 Parent Company and the Parent 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)

Date: 27 August 2026

Page 11

INSPIRUS CAPITAL MANAGEMENT LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 NOVEMBER 2025


	2025	2024
Note	£	£


Turnover	4	31,075,561	27,741,274
Cost of sales		(18,209,064)	(16,955,590)
Gross profit		12,866,497	10,785,684
Administrative expenses		(12,112,278)	(9,647,781)
Operating profit	5	754,219	1,137,903
Income from participating interests	23	573,083	-
Interest receivable	9	871,088	1,872,615
Interest payable		(46,509)	(27,708)
Profit before taxation		2,151,881	2,982,810
Tax on profit	11	(1,661,229)	(1,432,669)
Profit for the financial year		490,652	1,550,141


Non-controlling interest on acquisition of subsidiaries	7,346	(3,410)
Other comprehensive income for the year	7,346	(3,410)
Total comprehensive income for the year	497,998	1,546,731

Total comprehensive income for the year attributable to:
Non-controlling interest	(171,910)	(104,696)
Owners of the Parent Company	662,562	1,654,837
	490,652	1,550,141

The notes on pages 22 to 47 form part of these financial statements.

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INSPIRUS CAPITAL MANAGEMENT LTD

REGISTERED NUMBER: 13598574

CONSOLIDATED BALANCE SHEET

AS AT 30 NOVEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	13		21,959,381		25,495,782
Tangible assets	14		437,375		470,304
Investments	15		1,494,626		-
			23,891,382		25,966,086
Current assets
Debtors: amounts falling due within one year	16	16,238,762		17,603,895
Cash at bank and in hand	17	1,291,740		6,061,947
		17,530,502		23,665,842
Creditors: amounts falling due within one year	18	(5,609,140)		(10,097,855)
Net current assets			11,921,362		13,567,987
Total assets less current liabilities			35,812,744		39,534,073
Provisions for liabilities
Deferred tax		(106,282)		(38,753)
			(106,282)		(38,753)
Net assets			35,706,462		39,495,320

Capital and reserves
Called up share capital	20	684	194
Merger reserve	21	25,025,209	28,547,133
Profit and loss account	21	10,756,878	11,056,099
Equity attributable to owners of the Parent Company		35,782,771	39,603,426
Non-controlling interests		(76,309)	(108,106)
Shareholders' funds		35,706,462	39,495,320

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INSPIRUS CAPITAL MANAGEMENT LTD

REGISTERED NUMBER: 13598574

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 30 NOVEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 August 2026.

................................................

D Patel

Director

The notes on pages 22 to 47 form part of these financial statements.

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INSPIRUS CAPITAL MANAGEMENT LTD

REGISTERED NUMBER: 13598574

COMPANY BALANCE SHEET

AS AT 30 NOVEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	14		245,429		282,014
Investments	15		39,539,592		38,491,506
			39,785,021		38,773,520
Current assets
Debtors: amounts falling due within one year	16	7,203,385		8,445,713
Cash at bank and in hand	17	576,511		759,919
		7,779,896		9,205,632
Creditors: amounts falling due within one year	18	(207,822)		(886,275)
Net current assets			7,572,074		8,319,357
Total assets less current liabilities			47,357,095		47,092,877

Provisions for liabilities
Deferred taxation	19	(61,358)		(70,504)
			(61,358)		(70,504)
Net assets			47,295,737		47,022,373

Capital and reserves
Called up share capital	20		684		194
Merger reserve	21		38,299,806		38,299,806
Profit and loss account brought forward		8,722,373		8,136,133
Profit for the year		4,552,874		586,240
Dividends paid		(4,280,000)		-
Profit and loss account carried forward			8,995,247		8,722,373
Shareholders' funds			47,295,737		47,022,373

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INSPIRUS CAPITAL MANAGEMENT LTD

REGISTERED NUMBER: 13598574

COMPANY BALANCE SHEET (CONTINUED)

AS AT 30 NOVEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 August 2026.

................................................

D Patel

Director

The notes on pages 22 to 47 form part of these financial statements.

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		INSPIRUS CAPITAL MANAGEMENT LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 NOVEMBER 2025

	Called up share capital	Merger reserve	Profit and loss account	Equity attributable to owners of Parent Company	Non-controlling interests	Total equity
	£	£	£	£	£	£
At 1 December 2023	194	31,798,024	6,150,371	37,948,589	-	37,948,589
Comprehensive income for the year
Profit for the year	-	-	1,654,837	1,654,837	-	1,654,837
Profit attributable to non-controlling interests	-	-	-	-	(104,696)	(104,696)
Non-controlling interest on acquisition of subsidiaries	-	-	-	-	(3,410)	(3,410)
Transfer between reserves (Amortisation of goodwill)	-	(3,250,891)	3,250,891	-	-	-

At 1 December 2024	194	28,547,133	11,056,099	39,603,426	(108,106)	39,495,320
Comprehensive income for the year
Profit for the year	-	-	662,562	662,562	-	662,562
Profit attributable to non-controlling interests	-	-	-	-	(179,256)	(179,256)
Issue of shares	490	-	-	490	-	490
Non-controlling interest on acquisition of subsidiaries	-	-	-	-	7,346	7,346
Dividends paid	-	-	(4,280,000)	(4,280,000)	-	(4,280,000)
Transfer between reserves (Amortisation of goodwill)	-	(3,521,924)	3,521,924	-	-	-
Transfer from NCI on acquisition of remaining interest	-	-	(203,707)	(203,707)	203,707	-
At 30 November 2025	684	25,025,209	10,756,878	35,782,771	(76,309)	35,706,462

Page 17

INSPIRUS CAPITAL MANAGEMENT LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 NOVEMBER 2025

	Called up share capital	Merger reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 December 2023	194	38,299,806	8,136,133	46,436,133
Comprehensive income for the year
Profit for the year	-	-	586,240	586,240

At 1 December 2024	194	38,299,806	8,722,373	47,022,373

Profit for the year	-	-	4,552,874	4,552,874
Share issue	490	-	-	490
Dividends paid	-	-	(4,280,000)	(4,280,000)
At 30 November 2025	684	38,299,806	8,995,247	47,295,737

Page 18

INSPIRUS CAPITAL MANAGEMENT LTD

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 NOVEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	490,652	1,550,141
Adjustments for:
Amortisation of intangible assets	3,541,184	3,295,705
Depreciation of tangible assets	180,400	211,426
Loss on disposal of tangible assets	(2,918)	342
Interest from participating interest	(573,083)	-
Interest expense	46,509	-
Interest income	(871,088)	(1,844,907)
Taxation charge	1,661,229	1,432,669
Decrease/(increase) in debtors	1,929,714	(5,475,778)
(Decrease)/increase in creditors	(4,750,659)	5,203,874
Corporation tax (paid)	(1,500,000)	(599,606)
Foreign exchange differences	2,307	(7,035)
Net cash (used in) / generated from operating activities	154,247	3,766,831

Cash flows from investing activities
Purchase of intangible fixed assets	(4,783)	(46,880)
Purchase of tangible fixed assets	(160,272)	(175,049)
Proceeds on disposal of tangible fixed assets	15,719	-
Investment in joint venture	(446,540)	-
Investment in associates	(475,003)	-
Interest received	871,088	805,065
Other interest from participating interests	634,999	-
Net cash movement on acquisition of subsidiary	-	(2,457,653)
Return of capital from fixed asset investments	-	630,000
Net cash generated from / (used in) investing activities	435,208	(1,244,517)

Page 19

INSPIRUS CAPITAL MANAGEMENT LTD

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 30 NOVEMBER 2025

		2025	2024
		£	£


Cash flows from financing activities
Issue of ordinary shares	490	-
Net amounts advanced to directors	716,358	(1,155,637)
Loans repaid to the Group in the year	-	1,915,000
Loans issued to Newett Limited	(1,750,000)	(2,085,000)
Decrease in amounts owed to associates	-	(15,406)
Dividends paid	(4,280,000)	-
Interest paid	(46,509)	-
Exchange rate differences	-	7,035
Net cash used in financing activities	(5,359,661)	(1,334,008)
Net (decrease)/increase in cash and cash equivalents	(4,770,206)	1,188,306
Cash and cash equivalents at beginning of year	6,061,945	4,873,639
Cash and cash equivalents at the end of year	1,291,739	6,061,945

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,291,740	6,061,947
Bank overdrafts	(1)	(2)

The notes on pages 22 to 47 form part of these financial statements.

Page 20

INSPIRUS CAPITAL MANAGEMENT LTD

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 30 NOVEMBER 2025


At 1 December 2024	Cash flows	At 30 November 2025
£	£	£

Cash at bank and in hand	6,061,947	(4,770,207)	1,291,740
Bank overdrafts	(2)	1	(1)
	-	-	-
	6,061,945	(4,770,206)	1,291,739

The notes on pages 22 to 47 form part of these financial statements.

Page 21

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

1.	General information

Inspirus Capital Management Ltd (the Company) is a private company, limited by shares, registered
in England and Wales.

The Company's registered number is 13598574 and its registered office is Coachworks, 9-10 Charlotte Mews, London, W1T 4EF.

The Company's principal activity is referred to within the Strategic Report.

2.Accounting policies

2.1

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Therefore, the Group continues to recognise a merger reserve which arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.

2.3

Going concern

The directors have made an assessment in preparing these financial statements as to whether the Group is a going concern and have concluded that there are no material uncertainties that may cast doubt on the Group's ability to continue as a going concern.

Page 22

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Group'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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group 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.

Page 23

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.5

Revenue (continued)

The Group'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 Group 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.

2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102.

Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

Finance costs

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.

Page 24

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.9

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

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:

Software - 5 years
Goodwill - 10 years

2.10

Tangible fixed assets

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:

Short-term leasehold property	-	10%
Motor vehicles	-	14%
Fixtures and fittings	-	33%
Computer equipment	-	33%

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.

Page 25

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

2.12

Valuation of investments

The parent Company's investments in subsidiaries are measured at cost less accumulated impairment.

2.13

Investment in associates and joint ventures

An associate is an entity over which the Group has significant influence, but neither control nor joint control, generally evidenced by the holding of between 20% and 50% of the voting rights.

A joint venture is an entity in which the Group has a contractually agreed sharing of control with one or more parties, whereby strategic financial and operating decisions relating to the activity require the unanimous consent of the parties sharing control.

Investments in associates and joint ventures are initially recognised at cost and are subsequently measured at cost less accumulated impairment losses. Investments are reviewed for impairment where indicators of impairment exist, and any impairment loss is recognised immediately in profit or loss.

2.14

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 26

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.15

Financial instruments

Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Page 27

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.15

Financial instruments (continued)

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

2.16

Dividends

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.

2.17

Merger reserve

Amounts arising from a business combination accounted for as a merger in accordance with UK
GAAP are recognised in the merger reserve. Subsequently, the amortisation of the associated
goodwill is released against the merger reserve.

Page 28

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.18

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 balance sheet date in the countries where the Company and the Group operate and generate 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.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

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.

Goodwill Impairment

The Group assesses at each reporting date whether there is an indication that goodwill recognised in the balance may be impaired. Where such indication exist, the carrying amount of the cash-generating unit (CGU) to which goodwill has been allocated is compared to its recoverable amount, being the higher of fair value less costs to sell and value in use. The determination of recoverable amount involves significant judgement, particularly in the relation to the identification of appropriate CGUs, whilst selection of the appropriate discount rate and determination of long-term growth rates applied to projected cashflows beyond the forecast period is a key accounting estimate applied.

Page 29

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

3.Judgements in applying accounting policies (continued)

Share options

The Company has a share options scheme where the conditions for vesting require certain financial targets to be met by the Group. The directors have judged that the likelihood of these conditions being met is remote and therefore no amounts have been recognised in these accounts.

Consultancy services fee	23,741,614	20,889,832
Third party licence fee	7,333,947	6,851,442
	31,075,561	27,741,274

All turnover arose within the United Kingdom.

Depreciation of tangible fixed assets	180,400	211,426
Exchange differences	2,306	(7,305)
Amortisation of intangible assets, other than goodwill	19,260	13,839
Amortisation of goodwill	3,521,924	3,250,891
Defined contribution pension cost	481,696	967,356
Loss on disposal of tangible fixed assets	2,918	342

Fees payable to the Company's auditor for the audit of the Consolidated and Parent Company's financial statements

70,350

58,900

Page 30

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Wages and salaries	11,542,802	8,450,463	33,452	385,829
Social security costs	1,524,529	993,759	11,521	6,625
Cost of defined contribution scheme	481,696	967,356	-	581,903
	13,549,027	10,411,578	44,973	974,357

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Employees	147	133	2	4

8.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	558,204	305,022
Group contributions to defined contribution pension schemes	24,217	591,123
	582,421	896,145

During the year retirement benefits were accruing to 1 director (2024 - 1) in respect of defined contribution pension schemes.

9.	Interest receivable
		2025	2024
		£	£

Other Interest receivable

871,088

1,872,615

Page 31

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

10.	Interest payable
		2025	2024
		£	£

	Other interest payable	46,509	27,708
		46,509	27,708

Corporation tax
Current tax on profits for the year	1,395,597	1,804,842
Adjustments in respect of previous periods	198,103	(364,541)
Total current tax	1,593,700	1,440,301

Deferred tax
Origination and reversal of timing differences	67,529	(7,632)
Total deferred tax	67,529	(7,632)


	Tax on profit	1,661,229	1,432,669

Page 32

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

11.Taxation (continued)

Profit on ordinary activities before tax

2,151,881

2,982,810

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	537,970	745,703
Effects of:
Non-tax deductible amortisation of goodwill and impairment	880,481	843,705
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	71,385	22,897
Exempt distribution income	-	(352)
Adjustments to tax charge in respect of prior periods	198,103	(234,983)
Income not taxable for tax purpose	(183,028)	-
Movement in deferred tax not recognised	156,318	66,263
Other prior period adjustments	-	(10,564)
Total tax charge for the year	1,661,229	1,432,669

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

12.	Dividends
		2025	2024
		£	£

Dividends paid

4,280,000

Page 33

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

13.	Intangible assets
	Group

	Computer software	Goodwill	Total
	£	£	£
Cost
At 1 December 2024	92,318	35,213,953	35,306,271
Additions	4,783	-	4,783
At 30 November 2025	97,101	35,213,953	35,311,054
Amortisation
At 1 December 2024	26,841	9,783,648	9,810,489
Charge for the year	19,260	3,521,924	3,541,184
At 30 November 2025	46,101	13,305,572	13,351,673
Net book value
At 30 November 2025	51,000	21,908,381	21,959,381
At 30 November 2024	65,477	25,430,305	25,495,782

Page 34

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

14.	Tangible fixed assets
	Group

	Short-term leasehold property	Motor vehicles	Fixtures and fittings	Computer equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 December 2024	1,034	392,663	52,068	657,809	1,103,574
Additions	10,847	-	11,246	138,179	160,272
Disposals	-	(23,000)	(29,327)	(453,116)	(505,443)
At 30 November 2025	11,881	369,663	33,987	342,872	758,403
Depreciation
At 1 December 2024	29	96,993	31,844	504,404	633,270
Charge for the year	3,658	54,712	11,660	110,370	180,400
Disposals	-	(11,905)	(29,327)	(451,410)	(492,642)
At 30 November 2025	3,687	139,800	14,177	163,364	321,028
Net book value
At 30 November 2025	8,194	229,863	19,810	179,508	437,375
At 30 November 2024	1,005	295,670	20,224	153,405	470,304

Page 35

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

14.Tangible fixed assets (continued)

	Company

	Motor vehicles	Computer equipment	Total
	£	£	£
Cost or valuation
At 1 December 2024	369,663	-	369,663
Additions	-	18,614	18,614
At 30 November 2025	369,663	18,614	388,277
Depreciation
At 1 December 2024	87,649	-	87,649
Charge for the year	52,151	3,048	55,199
At 30 November 2025	139,800	3,048	142,848
Net book value
At 30 November 2025	229,863	15,566	245,429
At 30 November 2024	282,014	-	282,014

Page 36

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

15.	Fixed asset investments
	Group

	Investments in associates	Investment in joint ventures	Total
	£	£	£
Cost or valuation
Additions	1,207,114	446,540	1,653,654
Share of loss	(159,028)	-	(159,028)
At 30 November 2025	1,048,086	446,540	1,494,626

During the year, the Group entered into a joint venture agreement to acquire a commercial property. The Group holds a 15% interest in the joint venture. Control is shared equally between the venturers in accordance with the contractual agreement, and no single party has unilateral control. Total amount invested by the Group was £446,540.

The Group also acquired 50% ownership of Longmead Capital Limited on the 9th July 2025. See details of investment and consideration in the investment in associate note 22 below.

	Company

	Investments in subsidiary companies	Investments in associates	Total
	£	£	£
Cost or valuation
At 1 December 2024	38,491,506	-	38,491,506
Additions	-	1,207,114	1,207,114
Share of profit/(loss)	-	(159,028)	(159,028)
At 30 November 2025	38,491,506	1,048,086	39,539,592

Page 37

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

Direct subsidiary undertakings
The following were direct subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

UBDS Group Holdings Ltd	Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS.	Ordinary A and Ordinary B	96.81%
Inspirus Properties Limited	Coachworks, 9-10 Charlotte Mews, London, Greater London, England, W1T 4EF	Ordinary	100%
Inspirus Properties 2 Limited	Coachworks, 9-10 Charlotte Mews, London, Greater London, England, W1T 4EF	Ordinary	100%
Propr Holdings Limited (dormant)	Coachworks, 9-10 Charlotte Mews, London, Greater London, England, W1T 4EF	Ordinary	100%

Page 38

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

UBDS IT Consulting Limited	Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS.	Ordinary A and Ordinary B	96.81%
UBDS CRCC Limited	Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS.	Ordinary	100%
UBDS BIDCO Ltd	Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS.	Ordinary	100%
Rayo Cloud Ltd	Level 1 Brockbourne House, 77 Mount Ephraim,Tunbridge Wells, England, TN4 8BS	Ordinary	100%
3B Data Security Ltd	Level 1 Brockbourne House, 77 Mount Ephraim,Tunbridge Wells, England, TN4 8BS	Ordinary	80%
UBDS India Limited	10th Floor at Municipal NO. 23/2 Coffee Day Square, Vittal, Mallya Road Bengalaru, Karnataka 560001.	Ordinary	100%
DATYM Ltd	Level 1 Brockbourne House, 77 Mount Ephraim,Tunbridge Wells, England, TN4 8BS	Ordinary	100%
Soteria Cyber Ltd	Level 1 Brockbourne House, 77 Mount Ephraim,Tunbridge Wells, England, TN4 8BS	Ordinary	100%

On 28 January 2026, Datym Ltd and Soteria Cyber Ltd (which were previous directly owned subsidiaries) were struck off. Also on 19 September 2025, 3BDS Labs Ltd (a previous directly owned subsidiary) was Struck off.

Certain subsidiary undertakings held by the Group at the reporting date were acquired or disposed of subsequent to the year end. Further details of these transactions are provided in Note 27 Post Balance Sheet Events.

Page 39

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

16.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£

Trade debtors	6,675,715	4,023,953	-	-
Amounts owed by group undertakings	-	-	656,873	535,200
Amounts owed by companies under common control	203,458	131,220	-	-
Other debtors	7,051,704	7,207,707	6,546,512	6,540,513
Prepayments and accrued income	2,307,885	6,241,015	-	1,370,000
	16,238,762	17,603,895	7,203,385	8,445,713

Other debtors comprise directors' loan accounts and the related Section 455 tax balance, together with a short-term loan and accrued interest receivable from a third party, amounting to £3.0m and £2.5m respectively. The third-party loan is secured against the underlying property to which it relates and bears interest at a rate of 10% per month.

Amounts owed by group undertakings are unsecured and are due on demand.

17.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	1,291,740	6,061,947	576,511	759,919
Less: bank overdrafts	(1)	(2)	(1)	-
	1,291,739	6,061,945	576,510	759,919

18.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank overdrafts	1	2	1	-
Trade creditors	981,995	4,101,836	45,351	14,521
Corporation tax	116,995	2,033,210	86,145	842,219
Other taxation and social security	1,604,373	1,378,409	-	-
Other creditors	190,262	142,474	76,325	29,535
Accruals and deferred income	2,715,514	2,441,924	-	-
	5,609,140	10,097,855	207,822	886,275

Page 40

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

19.	Deferred taxation
	Group

	2025	2024
	£	£

At beginning of year	(38,753)	(46,385)
Charged to profit or loss	(67,529)	7,632
At end of year	(106,282)	(38,753)

Company

	2025	2024
	£	£

At beginning of year	(70,504)	-
Charged to profit or loss	9,146	(70,504)
At end of year	(61,358)	(70,504)

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£

Accelerated capital allowances	(130,093)	(127,273)	(70,504)	(70,504)
Short term timing differences	23,811	20,346	9,146	-
Losses and other deductions	-	68,174	-	-
	(106,282)	(38,753)	(61,358)	(70,504)

Page 41

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

20.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

46,826 (2024 - 46,826) Ordinary A shares of £0.0010 - each	47	47
250,000 (2024 - 5,000) Ordinary B shares of £0.0010 - each	250	5
250,000 (2024 - 5,000) Ordinary C shares of £0.0010 - each	250	5
937 (2024 - 940) Ordinary D shares of £0.0010 - each	1	1
44,951 (2024 - 44,950) Ordinary E shares of £0.0010 - each	45	45
937 (2024 - 940) Ordinary F shares of £0.0010 - each	1	1
90,000 (2024 - 90,000) Ordinary G shares of £0.0010 - each	90	90

	684	194

Ordinary A, D, E & F shares carry full voting, rights to dividends and active participation to distributions on winding up.

Ordinary B, C & G shares have no voting rights or participation to distributions on winding up.

21.

Reserves

Merger Reserve

Merger reserve arose on a business combination that was accounted for as a merger in accordance with UK GAAP. Amortisation of the associated goodwill has been released against the merger reserve.

Profit and loss account

The cumulative profit and loss, net of distributions to owners.

Page 42

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025


22.	Share-based payments

During 2022, UBDS IT Consulting Limited Employee Benefit Trust (EBT), a company with common ownership issued options to various employees that are only exercisable in certain specific circumstances.

The directors were of the opinion that the likelihood of these circumstances arising in the foreseeable future is remote, however in the current year a total payment of £1,000 was paid in relation to the options. The total value of consideration attributable to option holders arising from the transaction was £5,283,558.

This consideration comprised:

∙Cash consideration of £4,992,774;

∙Securities, loan notes or rollover interests of £290,784; and

∙Contingent amounts outstanding at the date of approval of the financial statements of £18,836.

The transaction resulted in 6 option holders becoming entitled to consideration in respect of 6,349 options.

The fair value of the equity-settled share options at the grant date was assessed to be negligible. As equity-settled share-based awards are not subsequently remeasured, no material share-based payment charge has been recognised in respect of these options.

Page 43

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

23.	Investment in associates

On 9th July 2025, Inspirus Capital Management Ltd acquired 50% of the shares of Longmead Capital Limited, which is a Company incorporated in England and Wales. Inspirus Capital Management Ltd gained significant influence over Longmead Capital Limited by virtue of its shareholding and board representation. The investment is accounted for using the equity method.

Investment in Longmead Capital Limited
Recognised amounts of identifiable assets acquired and liabilities assumed
	Book value	Fair value adjustments	Fair value
	£	£	£

Fixed Assets
Tangible	46,448	-	46,448
	46,448	-	46,448
Current Assets
Trade and other debtors	1,441,196	-	1,441,196
Cash at bank and in hand	309,277	-	309,277
Total Assets	1,796,921	-	1,796,921
Creditors
Due within one year	(451,226)	-	(451,226)
Due after more than one year	(138,302)	-	(138,302)
Deferred taxation	(279)	-	(279)
Total Identifiable net assets	1,207,114	-	1,207,114


	Gain on bargain	(732,111)
	Total purchase consideration	475,003

	Consideration
					£


	Cash	475,003
	Total purchase consideration	475,003

Page 44

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

23.Investment in associates (continued)

	Cash outflow on acquisition
					£


	Purchase consideration settled in cash, as above	475,003
		475,003
	Less: Cash and cash equivalents acquired	-
	Net cash outflow on acquisition	475,003

	The gain on bargain purchase arising from the investment in Longmead has been credited to profit or loss in line with equity method.
	The results of Longmead Capital Limited since investment are as follows:
				Current period since Investment
				£

	Turnover	270,834
	(Loss) for the period since acquisition	(159,028)

24.	Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £481,696 (2024 - £967,356). Contributions totalling £109,007 (2024 - £86,850) were payable to the fund at the reporting date.

Page 45

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

25.	Transactions with directors
	Loans to the directors are included within other debtors. The loan interest is in line with HMRC beneficial loan arrangements and all amounts are repayable on demand. The movements during the period were as follows:
		2025
		£


	Balance brought forward at 1 December 2023	2,190,073
	Amounts advanced	2,025,849
	Amounts repaid	(870,212)
	Balance carried forward at 30 November 2024	3,345,710
	Amounts advanced	1,470,079
	Amounts repaid	(2,186,437)
	Balance carried forward at 30 November 2025	2,629,352

26.

Related party transactions

At the balance sheet date, the Group 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 period, the Group made purchases of £37,357 (2024 - £44,118) from UBDS DMCC under normal market conditions.

There was a loan balance due from Inspirus Properties Limited of £203,458 (2024: £Nil).

During the period, the Company made payments on behalf of the Patel Discretionary Trust 2024. The trust is a non-controlling shareholder of the Company and controlled by close family of the directors. During the year, the Company paid £435,032 (2024 - £60,000) to the Trust and received repayments of £Nil (2024 - £Nil). During the year, dividends totalling £510,000 (2024 - £Nil) were declared to the Trust. At the balance sheet date, a balance of £Nil (2024 - £268) was due to the Company.

During the period, the Company made loans of £Nil (2024: £785,000) to Longmead Capital Limited. £120,000 (2024 - £665,000) was repaid by to the Company in this period. At the balance sheet date, a balance of £Nil (2024 - £120,000) was due to the Company.

The Company has taken advantage of the exemption available to it under FRS102 33.1A and has not disclosed transactions with other fellow group companies that are wholly owned by the Group.

Page 46

INSPIRUS CAPITAL MANAGEMENT LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

27.	Post balance sheet events

On 19 June 2026, the Company disposed of its majority equity interest in UBDS Group to LDC (part of Lloyds Banking Group), retaining a minority rollover interest of 37.1% in the successor holding structure, Relevare Topco. 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. As a result of this transaction, UBDS Group Holdings Limited and its subsidiaries ceased to be consolidated as subsidiaries of the Company with effect from that date, and the Company's retained interest is accounted for as an investment.

The transaction also resulted in certain option holders within the former UBDS Group becoming entitled to consideration under that group's share option arrangements. As the transaction occurred after the reporting date, this has been treated as a non-adjusting post balance sheet event. Further details of the share-based payment
arrangements and related consideration are disclosed in Note 21.

Furthermore, prior to completion of the above transaction and subsequent to the Company's year end, the former subsidiary UBDS Group Holdings Limited acquired the remaining 20% equity interest in 3B Data Security Ltd, increasing its ownership from 80% to 100%, such that 3B Data Security Ltd became a wholly owned subsidiary of that group immediately prior to disposal.

28.	Controlling party

The ultimate controlling party is D Patel, by virtue of their shareholding and directorship.

Page 47