Company registration number 07371389 (England and Wales)
Inprova Ltd
Annual report and financial statements
For the year ended 31 December 2025
Inprova Ltd
Company information
Directors
L M Lynch
S Malone
R Godsland
Company number
07371389
Registered office
Unit 2 Olympic Park
Woolston Grange Avenue
Warrington
Cheshire
WA2 0YL
Auditor
DJH Audit Limited
St George's House
56 Peter Street
Manchester
M2 3NQ
Inprova Ltd
Contents
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Statement of income and retained earnings
7
Balance sheet
8
Notes to the financial statements
9 - 23
Inprova Ltd
Strategic report
For the year ended 31 December 2025
- 1 -
The directors present the strategic report for the year ended 31 December 2025.
Principal activities
The principal activity of the company continued to be that of the provision of procurement services.
Review of the business
The business is well established in the markets it operates and has a solid scalable platform for growth.
As declared in the Statement of Income and Retained Earnings, turnover for the year was £14,321k (2024: £12,496k) and profit before tax was £4,487k (2024: £4,063k). Cash balances held were £4,046k (2024: £5,648k).
The business has maintained its B’ Corp accreditation and continues to be part of a global community that meet high standards of social and environmental impact.
The business continues to invest in its new product development, with a particular focus on technology.
Principal risks and uncertainties
As a service business, people are our most valuable asset. The business continues to invest heavily in the working environment of staff and will continue to do so. Employee satisfaction contributes to excellent customer service to ensure strong retention of both employees and customers. To mitigate this risk, the directors have consolidated the recruitment efforts via RPO which will enable a more holistic and partnership approach.
Inprova was awarded to the Sunday Times Best Places to work in the UK list in 2025, recognising the business’s commitment to its employees through various key metrics including Wellbeing, Job Satisfaction, Empowerment and Reward and Recognition.
Key performance indicators
Inprova has an extensive set of financial KPIs, which are reviewed on a monthly basis including key components of revenue growth. This is inclusive but not limited to: revenue, profit before tax, future pipeline and retention.
Other non-financial KPIs include, Customer satisfaction (via Net Promoter Score), Employee satisfaction and retention and B-Corporation objectives (Environmental and Social). We have a robust reporting framework on all of these KPls and report on a monthly basis.
Future Outlook for the Business
The business continues to invest in its technology platforms and capabilities and has a highly skilled, professional workforce that is well positioned to deliver world class procurement services to its customers. As a result, the outlook for the business remains positive, with significant growth opportunities.
S Malone
Director
8 May 2026
Inprova Ltd
Directors' report
For the year ended 31 December 2025
- 2 -
The directors present their annual report and financial statements for the year ended 31 December 2025.
Results
The results for the year are set out on page 7.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
L M Lynch
S Malone
R Godsland
Auditor
The auditor, DJH Audit Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
S Malone
Director
8 May 2026
Inprova Ltd
Directors' responsibilites statement
For the year ended 31 December 2025
- 3 -
The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 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 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.
Inprova Ltd
Independent auditor's report
To the member of Inprova Ltd
- 4 -
Opinion
We have audited the financial statements of Inprova Ltd (the 'company') for the year ended 31 December 2025 which comprise the statement of income and retained earnings, the balance sheet and 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 Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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.
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 our 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.
Inprova Ltd
Independent auditor's report (continued)
To the member of Inprova Ltd
- 5 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
We identified the laws and regulations applicable to the company through discussions with the directors, and from our previous knowledge and experience of the company;
We assessed the extent of compliance with the laws and regulations identified through making enquiries of management and inspecting any available legal correspondence; and
the audit team were in regular communication in relation to laws and regulations and potential instances of non-compliance throughout the audit.
Inprova Ltd
Independent auditor's report (continued)
To the member of Inprova Ltd
- 6 -
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statements disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims;
reviewing legal and professional expenses for potential ongoing litigation work; and reviewing correspondence with HMRC and other professional advisors.
Despite appropriate planning and performing our work in accordance with International Auditing Standards, there are always inherent limitations that non-compliance is not detected. Non-compliance with laws and regulations is often further removed from the events and transactions reflected in the financial statements and material misstatements due to fraud can be deliberately concealed from auditors, for example through misrepresentation, forgery or collusion.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.
Christopher Abbott FCA (Senior Statutory Auditor)
For and on behalf of DJH Audit Limited, Statutory Auditor
Accountants
St George's House
56 Peter Street
Manchester
M2 3NQ
21 July 2026
Inprova Ltd
Statement of income and retained earnings
For the year ended 31 December 2025
- 7 -
2025
2024
Notes
£000
£000
Turnover
3
14,321
12,496
Administrative expenses
(9,852)
(8,453)
Operating profit
4
4,469
4,043
Interest receivable and similar income
8
18
20
Profit before taxation
4,487
4,063
Tax on profit
9
(836)
(608)
Profit for the financial year
3,651
3,455
Retained earnings brought forward
14,886
11,431
Retained earnings carried forward
18,537
14,886
The profit and loss account has been prepared on the basis that all operations are continuing operations.
The notes on pages 9 to 23 form part of these financial statements.
Inprova Ltd
Balance Sheet
As at 31 December 2025
31 December 2025
- 8 -
2025
2024
Notes
£000
£000
£000
£000
Fixed assets
Goodwill
10
78
Other intangible assets
10
56
Total intangible assets
56
78
Tangible assets
11
67
110
Investments
12
123
123
311
Current assets
Debtors
14
19,511
12,937
Cash at bank and in hand
4,046
5,648
23,557
18,585
Creditors: amounts falling due within one year
15
(5,143)
(3,992)
Net current assets
18,414
14,593
Total assets less current liabilities
18,537
14,904
Provisions for liabilities
Deferred tax liability
16
18
-
(18)
Net assets
18,537
14,886
Capital and reserves
Called up share capital
18
Profit and loss reserves
18,537
14,886
Total equity
18,537
14,886
The notes on pages 9 to 23 form part of these financial statements.
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 8 May 2026 and are signed on its behalf by:
S Malone
Director
Company registration number 07371389 (England and Wales)
Inprova Ltd
Notes to the financial statements
For the year ended 31 December 2025
- 9 -
1
Accounting policies
Company information
Inprova Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Unit 2 Olympic Park, Woolston Grange Avenue, Warrington, Cheshire, WA2 0YL.
1.1
Basis of preparation
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £000.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Inprova Ltd is a wholly owned subsidiary of Inprova Group Limited and the results of Inprova Ltd are included in the consolidated financial statements of Project Mersey Topco Limited, the ultimate parent company, which are available from Companies House, Crown Way, Cardiff, CF14 3UZ .
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, due to the continuing support from group companies. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Inprova Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
- 10 -
1.3
Revenue
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.5
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a straight line basis over its expected life, which is 10 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.6
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Development costs
5 years
1.7
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Inprova Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
- 11 -
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Office equipment
15% straight line
Fixtures and fittings
15% straight line
Computers
25% straight line
Motor vehicles
25% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.8
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.9
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.10
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
Inprova Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
- 12 -
1.11
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Inprova Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
- 13 -
Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.12
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.13
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
Inprova Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
- 14 -
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.14
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.15
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.16
Leases
As lessee
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss 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 leases asset are consumed.
Inprova Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2025
- 15 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Critical Judgements and Estimates - Rebate Income Recognition
The company earns income from suppliers based on the aggregate purchasing volumes of its members. Revenue is recognised when it is probable that economic benefits will flow to the company and the amount can be measured reliably.
A key area of judgement relates to the timing of revenue recognition, specifically whether income earned in the reporting period but not yet reported by suppliers should be accrued at the reporting date. Information from suppliers detailing amounts spent by members is typically received after the period end. In addition, certain suppliers lack systems that provide sufficiently reliable information to attribute spending accurately to the correct accounting period.
As a result, management has concluded that it is not possible to make a sufficiently reliable estimate of accrued rebate income at the reporting date. Accordingly, the company does not recognise accrued income in respect of unreported income and instead recognises revenue when supplier information is received. This judgement is significant, as it affects the period in which revenue is recognised and may give rise to a timing difference between member purchases and the recognition of the related income.
The estimates and underlying assumptions are reviewed on an ongoing basis. Management continues to assess the availability and reliability of information provided by suppliers. If the quality of supplier data improves to the extent that a reliable estimate of accrued income can be made, this would represent a change in accounting estimate, with any resulting adjustment recognised prospectively in accordance with FRS 102.
Inprova Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2025
- 16 -
3
Turnover and other revenue
2025
2024
£000
£000
Turnover analysed by class of business
Procurement services
14,321
12,496
2025
2024
£000
£000
Turnover analysed by geographical market
United Kingdom
14,321
12,496
2025
2024
£000
£000
Other revenue
Interest income
18
20
4
Operating profit
2025
2024
Operating profit for the year is stated after charging:
£000
£000
Fees payable to the company's auditor for the audit of the company's financial statements
16
24
Depreciation of tangible fixed assets
37
34
Amortisation of intangible assets
90
-
Operating lease charges
159
171
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£000
£000
For audit services
Audit of the financial statements of the company
16
24
For other services
All other non-audit services
19
14
Inprova Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2025
- 17 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Directors
3
3
Administrative Staff
72
61
Total
75
64
Their aggregate remuneration comprised:
2025
2024
£000
£000
Wages and salaries
3,949
3,351
Social security costs
442
382
Pension costs
161
137
4,552
3,870
7
Directors' remuneration
2025
2024
£000
£000
Remuneration for qualifying services
447
418
Company pension contributions to defined contribution schemes
19
18
466
436
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£000
£000
Remuneration for qualifying services
178
162
Company pension contributions to defined contribution schemes
7
5
8
Interest receivable and similar income
2025
2024
£000
£000
Interest income
Interest on bank deposits
18
20
Inprova Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2025
- 18 -
9
Taxation
2025
2024
£000
£000
Current tax
UK corporation tax on profits for the current period
873
578
Deferred tax
Origination and reversal of timing differences
(37)
30
Total tax charge
836
608
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2025
2024
£000
£000
Profit before taxation
4,487
4,063
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
1,122
1,016
Tax effect of expenses that are not deductible in determining taxable profit
73
9
Group relief
(235)
(313)
Research and development tax credit
(83)
(63)
Deferred tax adjustments in respect of prior years
(41)
(41)
Taxation charge for the year
836
608
Inprova Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2025
- 19 -
10
Intangible fixed assets
Goodwill
Development costs
Total
£000
£000
£000
Cost
At 1 January 2025
526
526
Additions - internally developed
66
66
Transfers
108
108
At 31 December 2025
526
174
700
Amortisation and impairment
At 1 January 2025
448
448
Amortisation charged for the year
78
12
90
Transfers
106
106
At 31 December 2025
526
118
644
Carrying amount
At 31 December 2025
56
56
At 31 December 2024
78
78
11
Tangible fixed assets
Office equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£000
£000
£000
£000
£000
Cost
At 1 January 2025
57
339
1,070
9
1,475
Additions
1
10
11
Disposals
(15)
(9)
(24)
Transfers
(108)
(108)
At 31 December 2025
58
339
957
1,354
Depreciation and impairment
At 1 January 2025
56
325
975
9
1,365
Depreciation charged in the year
1
6
30
37
Eliminated in respect of disposals
(9)
(9)
Transfers
(106)
(106)
At 31 December 2025
57
331
899
1,287
Carrying amount
At 31 December 2025
1
8
58
67
At 31 December 2024
1
14
95
110
Inprova Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2025
- 20 -
12
Fixed asset investments
2025
2024
Notes
£000
£000
Investments in subsidiaries
13
123
Movements in fixed asset investments
Shares in subsidiaries
£000
Cost or valuation
At 1 January 2025 & 31 December 2025
123
Impairment
At 1 January 2025
-
Impairment losses
123
At 31 December 2025
123
Carrying amount
At 31 December 2025
-
At 31 December 2024
123
13
Subsidiaries
Details of the company's subsidiaries at 31 December 2025 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Independent Healthcare Procurement Limited
Unit 2 Olympic Way, Birchwood, Warrington, WA2 0YL
Ordinary
100.00
Valueworks Limited
Unit 2 Olympic Way, Birchwood, Warrington, WA2 0YL
Ordinary
100.00
14
Debtors
2025
2024
Amounts falling due within one year:
£000
£000
Trade debtors
1,979
2,002
Amounts owed by group undertakings
16,553
9,700
Other debtors
1
2
Prepayments and accrued income
959
1,233
19,492
12,937
Inprova Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2025
14
Debtors
(Continued)
- 21 -
2025
2024
Amounts falling due after more than one year:
£000
£000
Deferred tax asset (note 16)
19
Total debtors
19,511
12,937
15
Creditors: amounts falling due within one year
2025
2024
£000
£000
Trade creditors
374
230
Amounts owed to group undertakings
1,198
337
Corporation tax
404
187
Other taxation and social security
459
393
Other creditors
62
60
Accruals and deferred income
2,646
2,785
5,143
3,992
At the balance sheet date, the company had a fixed and floating charges over it’s assets. These charges cover all the property and undertakings of the company.
In November 2022, the company became party to security in favour of NVM PE Limited in respect of loans held within this company. The total maximum exposure of these facilities being £16.8m (2024: £16.4m).
In November 2022, the company became party to debenture and guarantee in favour of Shawbrook Bank Limited in respect of borrowings standard debenture over the assets of the group. The total maximum exposure at 31 December 2025 was £nil (2024: £5,291,667). The debenture and guarantee was released in January 2026.
16
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Balances:
£000
£000
£000
£000
Accelerated capital allowances
-
18
(10)
-
Provisions
-
-
29
-
-
18
19
-
Inprova Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2025
16
Deferred taxation
(Continued)
- 22 -
2025
Movements in the year:
£000
Liability at 1 January 2025
18
Credit to profit or loss
(37)
Asset at 31 December 2025
(19)
17
Retirement benefit schemes
2025
2024
Defined contribution schemes
£000
£000
Charge to profit or loss in respect of defined contribution schemes
161
137
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
18
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£000
£000
Ordinary shares of £1 each
1
1
At the balance sheet date, the share capital of the company comprises 1 Ordinary share (2024: 1) with a nominal value of £1 (2024: £1).
19
Operating lease commitments
As lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2025
2024
£000
£000
Within 1 year
98
98
Years 2-5
196
293
294
391
20
Related party transactions
Transactions with related parties
The company has taken advantage of the exemption available in Section 33.1A of FRS102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.
Inprova Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2025
- 23 -
21
Ultimate controlling party
The ultimate parent undertaking of Inprova Limited is Project Mersey Topco Limited, which prepares consolidated financial statements. The registered address of Project Mersey Topco Limited is Unit 2, Olympic Park, Woolston Grange Avenue, Warrington, Cheshire, WA2 0YL.
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