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Registered number: 12741208









ICONS HOLDINGS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
ICONS HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
E D Freedman 
D Jamieson 




Registered number
12741208



Registered office
101 New Cavendish Street
1st Floor South

London

W1W 6XH




Independent auditors
Harris & Trotter LLP
Chartered Accountants & Statutory Auditors

101 New Cavendish Street

1st Floor South

London

W1W 6XH





 
ICONS HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
1
Directors' Report
2 - 3
Independent Auditors' Report
4 - 7
Consolidated Statement of Comprehensive Income
8
Consolidated Balance Sheet
9 - 10
Company Balance Sheet
11
Consolidated Statement of Changes in Equity
12 - 13
Company Statement of Changes in Equity
14
Consolidated Statement of Cash Flows
15 - 16
Consolidated Analysis of Net Debt
17
Notes to the Financial Statements
18 - 35


 
ICONS HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their Strategic Report for the year ended 31 December 2023.  

Business review
 
The directors report year on year improvements in turnover and profit for the year ended 31 December 2023. Turnover has increased from the prior year by 58.1% and gross profit by 52.8%. Profit for the year before tax is £4,564,766.
The directors are satisfied with the overall performance of the group for the year.

Principal risks and uncertainties
 
The Group's principal risk stems from the growth performance of the business, these include the levels of new demand from the Group's existing customer base, and more importantly the ability to attract new customers.
The Group manages these risks by satisfying existing customers and continually looking at new effective methods of attracting customers.
Currency Risk
The Group is exposed to foreign exchange risk. Transaction exposures, including those associated with forecast transactions are hedged, when possible, principally using forward exchange contracts, but also matching liabilities to assets of the same currency.

Financial key performance indicators
 
The Group reports on a number of financial and non-financial performance indicators on a monthly basis. These include both operational and commercial statistics relating to sales orders, despatches, returns, yields, productivity, stock and debtors. The following are considered to be key indicators of performance:
Turnover: £19,205,579
Operating profit: £4,547,660

Other key performance indicators
 
Key non-financial performance indicators include measuring the number of new customers wins and the amount of renewal of contracts from existing customers.


This report was approved by the board on 6 August 2024 and signed on its behalf.



E D Freedman
Director

Page 1

 
ICONS HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors

The directors who served during the year were:

E D Freedman 
D Jamieson 

Directors' responsibilities statement

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 judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 2006They 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.

Principal activity

The principal activity is the sale of sports memorabilia.

Results and dividends

The profit for the year, after taxation, amounted to £3,485,173 (2022 - £2,727,642).

Ordinary dividends of £2,775,000 (2022: £253,000) were paid during the year.

Page 2

 
ICONS HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsHarris & Trotter LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





E D Freedman
Director

Date: 6 August 2024

Page 3

 
ICONS HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ICONS HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Icons Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent Company's affairs as at 31 December 2023 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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's or the 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 4

 
ICONS HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ICONS HOLDINGS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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.


Page 5

 
ICONS HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ICONS HOLDINGS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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 the 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.


Auditors' 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 Auditors' 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 Group 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:

The objectives of our audit are to identify and assess the risks of material misstatement of the financial
statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of
material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent
limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may
not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non compliance with laws and regulations, our procedures included the following:
• We obtained an understanding of the legal and regulatory frameworks applicable to the Group and the
industry in which it operates. We determined that the following laws and regulations were most significant: FRS
102 and the Companies Act 2006.
• We obtained an understanding of how the Group is complying with those legal and regulatory frameworks by
making enquiries of management.
• We challenged assumptions and judgments made by management in its significant accounting estimates.
We did not identify any key audit matters relating to irregularities, including fraud.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 6

 
ICONS HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ICONS HOLDINGS LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Stephen Haffner (Senior Statutory Auditor)
  
for and on behalf of
Harris & Trotter LLP
 
Chartered Accountants
Statutory Auditors
  
101 New Cavendish Street
1st Floor South
London
W1W 6XH

6 August 2024
Page 7

 
ICONS HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

  

Turnover
 4 
19,205,579
12,145,619

Cost of sales
  
(9,699,175)
(5,924,394)

Gross profit
  
9,506,404
6,221,225

Administrative expenses
  
(4,958,744)
(2,784,114)

Operating profit
  
4,547,660
3,437,111

Interest receivable and similar income
 9 
58,644
-

Interest payable and similar expenses
 10 
(41,538)
(64,539)

Profit before tax
  
4,564,766
3,372,572

Tax on profit
 11 
(1,079,593)
(644,930)

  
3,485,173
2,727,642

Profit for the year attributable to:
  

Owners of the parent company
  
(3,485,173)
(2,727,642)

  
(3,485,173)
(2,727,642)

The Company did not trade and did not make a profit or a loss in the period ended 31 December 2023.

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 18 to 35 form part of these financial statements.

Page 8

 
ICONS HOLDINGS LIMITED
REGISTERED NUMBER: 12741208

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 14 
124,962
-

Tangible assets
 15 
42,497
64,094

  
167,459
64,094

Current assets
  

Stocks
 17 
4,721,611
3,377,125

Debtors: amounts falling due within one year
 18 
1,619,433
2,320,953

Cash at bank and in hand
 19 
1,798,088
6,043,111

  
8,139,132
11,741,189

Creditors: amounts falling due within one year
 20 
(2,699,669)
(6,905,226)

Net current assets
  
 
 
5,439,463
 
 
4,835,963

Total assets less current liabilities
  
5,606,922
4,900,057

Provisions for liabilities
  

Deferred tax
 21 
(10,624)
(13,932)

  
 
 
(10,624)
 
 
(13,932)

Net assets
  
5,596,298
4,886,125


Capital and reserves
  

Called up share capital 
 22 
200
200

Share premium account
  
853,949
853,949

Capital redemption reserve
  
2,632
2,632

Profit and loss account
  
4,739,517
4,029,344

  
5,596,298
4,886,125


Page 9

 
ICONS HOLDINGS LIMITED
REGISTERED NUMBER: 12741208
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




E D Freedman
Director

Date: 6 August 2024

The notes on pages 18 to 35 form part of these financial statements.

Page 10

 
ICONS HOLDINGS LIMITED
REGISTERED NUMBER: 12741208

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 16 
397,468
397,468

  
397,468
397,468

Current assets
  

Debtors: amounts falling due within one year
 18 
100
100

  
100
100

Creditors: amounts falling due within one year
 20 
(397,368)
(397,368)

Net current liabilities
  
 
 
(397,268)
 
 
(397,268)

Total assets less current liabilities
  
200
200

  

  

Net assets excluding pension asset
  
200
200

Net assets
  
200
200


Capital and reserves
  

Called up share capital 
 22 
200
200

  
200
200


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


E D Freedman
Director

Date: 6 August 2024

The notes on pages 18 to 35 form part of these financial statements.

Page 11

 
ICONS HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2023
200
853,949
2,632
4,029,344
4,886,125



Profit for the year

-
-
-
3,485,173
3,485,173

Dividends: Equity capital
-
-
-
(2,775,000)
(2,775,000)


At 31 December 2023
200
853,949
2,632
4,739,517
5,596,298


The notes on pages 18 to 35 form part of these financial statements.

Page 12

 
ICONS HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2022
200
853,949
2,632
1,554,702
2,411,483



Profit for the year

-
-
-
2,727,642
2,727,642

Dividends: Equity capital
-
-
-
(253,000)
(253,000)


At 31 December 2022
200
853,949
2,632
4,029,344
4,886,125


The notes on pages 18 to 35 form part of these financial statements.

Page 13

 
ICONS HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Total equity

£
£


At 1 January 2022
200
200



At 1 January 2023
200
200


At 31 December 2023
200
200


The notes on pages 18 to 35 form part of these financial statements.

Page 14

 
ICONS HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
3,485,173
2,727,642

Adjustments for:

Amortisation of intangible assets
12,083
-

Depreciation of tangible assets
6,566
15,339

Loss on disposal of tangible assets
47,733
-

Interest paid
41,538
64,539

Interest received
(58,644)
-

Taxation charge
1,079,593
877

(Increase) in stocks
(1,344,486)
(1,196,396)

Decrease/(increase) in debtors
701,520
(1,184,240)

(Decrease)/increase in creditors
(4,097,190)
4,321,693

Increase in amounts owed to groups
2,632
-

Corporation tax (paid)/received
(368,900)
592,420

Net cash generated from operating activities

(492,382)
5,341,874


Cash flows from investing activities

Purchase of intangible fixed assets
(137,045)
-

Purchase of tangible fixed assets
(32,702)
(10,723)

Interest received
58,644
-

Net cash from investing activities

(111,103)
(10,723)

Cash flows from financing activities

New secured loans
-
850,000

Repayment of loans
(825,000)
-

Dividends paid
(2,775,000)
(253,000)

Interest paid
(41,538)
(64,539)

Net cash used in financing activities
(3,641,538)
532,461

Net (decrease)/increase in cash and cash equivalents
(4,245,023)
5,863,612

Cash and cash equivalents at beginning of year
6,043,111
179,499

Cash and cash equivalents at the end of year
1,798,088
6,043,111


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,798,088
6,043,111
Page 15

 
ICONS HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£
£


1,798,088
6,043,111


The notes on pages 18 to 35 form part of these financial statements.

Page 16

 
ICONS HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

6,043,111

(4,245,023)

1,798,088

Debt due within 1 year

(855,272)

823,655

(31,617)


5,187,839
(3,421,368)
1,766,471

The notes on pages 18 to 35 form part of these financial statements.

Page 17

 
ICONS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

The Company is a private company limited by shares and incorporated in England and Wales. The registered address is 101 New Cavendish Street, 1st Floor South, London, W1W 6XH.
Its principal activity is that of a holding company.

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 judgment 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.

 
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.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being .

 
2.3

Going concern

The directors have considered the factors that impact the Group's future development, performance, cash flows and financial position along with the Group's current liquidity in forming their conclusion on the applicability of the going concern basis.
Consequently, the directors are confident that the Group will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and have prepared the financial statements on a going concern basis.

Page 18

 
ICONS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

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.

Page 19

 
ICONS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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.

 
2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.7

Interest income

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

Page 20

 
ICONS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
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.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

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.

 
2.11

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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

Page 21

 
ICONS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

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.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.13

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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
10%
Fixtures and fittings
-
20%

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.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 22

 
ICONS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.19

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.

 
2.20

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its 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.
Page 23

 
ICONS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.20
Financial instruments (continued)


Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs 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 receivables 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

Financial assets are assessed for indicators of impairment at each reporting date. 

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.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments 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 payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument 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.

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

Page 24

 
ICONS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.20
Financial instruments (continued)

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables 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.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

 
2.21

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.

Page 25

 
ICONS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the Company's financial statements requires management to make significant accounting judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its significant accounting judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements and estimates on historical experience and on other various factors it believes to be reasonable under the circumstances, the result of which form the basis of the carrying value of assets and liabilities that are not readily apparent from other sources.
 
Management has identified the following critical accounting policies for which significant judgements, estimates and assumptions are made. Actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported  in future periods.
 
Stock Provision
 
Included in Stocks at the balance sheet date is a provision in respect of obsolete and slow-moving stock lines. The provision is based on an assessment of the projected volume, timing and sales price of future sales of stock, which has been estimated based on historical sales data and the experience of management.


4.


Turnover

Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
4,049,322
3,063,342

Rest of Europe
1,774,745
1,528,745

Rest of the world
13,381,512
7,553,532

19,205,579
12,145,619



5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Exchange differences
13,124
36,614

Page 26

 
ICONS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
10,000
-

Fees payable to the Company's auditors for the audit of the subsidiary company's financial statements
30,000
-


7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cost of defined contribution scheme
48,531
94,920
-
-

48,531
94,920
-
-


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



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Directors
22
15
2
2


8.


Directors' remuneration



During the year retirement benefits were accruing to no directors (2022 - NIL) in respect of defined contribution pension schemes.


9.


Interest receivable

2023
2022
£
£


Other interest receivable
58,644
-

58,644
-

Page 27

 
ICONS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Interest payable and similar expenses

2023
2022
£
£


Other loan interest payable
41,538
64,539

41,538
64,539


11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
1,082,901
645,807


1,082,901
645,807


Total current tax
1,082,901
645,807

Deferred tax


Origination and reversal of timing differences
(3,308)
(877)

Total deferred tax
(3,308)
(877)


Tax on profit
1,079,593
644,930
Page 28

 
ICONS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - the same as) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
4,564,765
3,372,572


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
1,141,191
640,789

Effects of:


Non-tax deductible amortisation of goodwill and impairment
33,297
4,141

Short-term timing difference leading to an increase (decrease) in taxation
(95,607)
-

Other timing differences leading to an increase (decrease) in taxation
(3,308)
-

Non-taxable income
4,020
-

Total tax charge for the year
1,079,593
644,930


Factors that may affect future tax charges

There were no factors that may affect future tax charges.




12.


Dividends

2023
2022
£
£


Ordinary dividends
2,775,000
253,000

2,775,000
253,000


13.


Parent company profit for the year

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 profit after tax of the parent Company for the year was £ (2022 - £NIL).

Page 29

 
ICONS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Intangible assets

Group and Company





Development expenditure

£



Cost


At 1 January 2023
85,685


Additions
137,045



At 31 December 2023

222,730



Amortisation


At 1 January 2023
85,685


Charge for the year on owned assets
12,083



At 31 December 2023

97,768



Net book value



At 31 December 2023
124,962



At 31 December 2022
-



Page 30

 
ICONS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Tangible fixed assets

Group






Long-term leasehold property
Fixtures and fittings
Total

£
£
£



Cost or valuation


At 1 January 2023
87,393
97,871
185,264


Additions
14,385
18,317
32,702


Disposals
(87,393)
-
(87,393)



At 31 December 2023

14,385
116,188
130,573



Depreciation


At 1 January 2023
39,660
81,510
121,170


Charge for the year on owned assets
337
6,229
6,566


Disposals
(39,660)
-
(39,660)



At 31 December 2023

337
87,739
88,076



Net book value



At 31 December 2023
14,048
28,449
42,497



At 31 December 2022
47,733
16,361
64,094

Page 31

 
ICONS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Fixed asset investments

Group












Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
397,468



At 31 December 2023
397,468





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Icons Shop Limited
Unit 7
Airfield Industrial Estate
Airfield Way
Christchurch
Dorset
BH23 3PE
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit

Icons Shop Limited
5,993,566
3,485,173

Page 32

 
ICONS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Stocks

Group
Group
2023
2022
£
£

Raw materials and consumables
386,866
393,125

Finished goods and goods for resale
4,334,745
2,984,000

4,721,611
3,377,125


The difference between purchase price or production cost of stocks and their replacement cost is not material.


18.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
973,583
1,683,838
-
-

Other debtors
65,119
44,723
100
100

Prepayments and accrued income
580,731
592,392
-
-

1,619,433
2,320,953
100
100



19.


Cash and cash equivalents

Group
Group
2023
2022
£
£

Cash at bank and in hand
1,798,088
6,043,111

1,798,088
6,043,111


Page 33

 
ICONS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
25,000
850,000
-
-

Trade creditors
791,745
1,366,149
-
-

Amounts owed to group undertakings
-
-
397,368
397,368

Corporation tax
1,408,773
694,773
-
-

Other taxation and social security
74,173
56,410
-
-

Other creditors
7,419
20,695
-
-

Accruals and deferred income
392,559
3,917,199
-
-

2,699,669
6,905,226
397,368
397,368



21.


Deferred taxation


Group



2023


£






At beginning of year
(13,932)


Charged to profit or loss
3,308



At end of year
(10,624)

Company


2023






At end of year
-
The provision for deferred taxation is made up as follows:

Group
Group
2023
2022
£
£

Accelerated capital allowances
(10,624)
(13,932)

(10,624)
(13,932)

Page 34

 
ICONS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



200,000 (2022 - 200,000) Ordinary shares of £0.001 each
200
200



23.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £48,531 (2022: £94,920).


24.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Not later than 1 year
43,461
70,500
43,461
70,500

Later than 1 year and not later than 5 years
141,248
299,625
141,248
299,625

184,709
370,125
184,709
370,125


25.


Related party transactions

The Group has taken advantage of the exemption given within FRS 102 from disclosing transactions with other wholly owned members of the Group. As such there are no related related party transactions that require disclosure.


26.


Controlling party

There is no overall controlling party.  

Page 35