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Registered number: 08749888









INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
N K Dickins 
J A Galloway 
E I V Galloway 
A Forshaw 




Registered number
08749888



Registered office
Hive 2
1530 Arlington Business Park

Theale

Reading

Berkshire

RG7 4SA




Independent auditors
Barnes Roffe LLP
Chartered Accountants & Statutory Auditors

3 Brook Business Centre

Cowley Mill Road

Uxbridge

Middlesex

UB8 2FX





 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 

CONTENTS



Page
Group strategic report
1 - 2
Directors' report
3 - 4
Independent auditors' report
5 - 9
Consolidated statement of comprehensive income
10
Consolidated statement of financial position
11
Company statement of financial position
12
Consolidated statement of changes in equity
13 - 14
Company statement of changes in equity
15 - 16
Consolidated statement of cash flows
17 - 18
Consolidated analysis of net debt
19
Notes to the financial statements
20 - 39


 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their Group strategic report for the year ended 31 December 2023

Business review and future developments
 
The principal activity of the group continued to be that of recruitment within the technology sector. The group identifies skills-shortage for leading high tech companies across the UK, Europe and China, covering technical and commercial discipline. Permanent and contract roles are addressed.
We aim to present a balanced and comprehensive review of the performance and development of our business during the year and its position at the year end. Our review is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face.
The results of the group are set out in the Consolidated statement of comprehensive income on page 10.
Turnover for the year ended 31 December 2023 was £26,220,496 compared with £27,724,741 for year ended 2022, an  decrease of 5.4%.
Gross profit for the year ended 31 December 2023 was £11,710,190 compared with £12,787,987 for year ended 2022, an decrease of 8.4%.
Operating expenses for the year ended 31 December 2023 were £8,559,615 compared with £8,522,575 for the year ended 2022, an increase of 0.4%.
Net profit before tax for the year ended 31 December 2023 were £3,104,305 compared with £4,250,091 for the year ended 2022, an decrease of 27%.
Net assets at 31 December 2023 for the group were £3,734,463 
(2022 - £3,736,108).
We consider that our key financial performance indicators are those that communicate the financial performance and strength of the company which are turnover, gross margin and the control of operating expenses. These indicators are reviewed monthly.
During 2023 we consolidated a number of key accounts and solidified the management team (business directors) and their team structures.
We finished the year in a strong position and see 2023 as a potential record year in terms of turnover. We have plans to grow each division with motivated juniors who will join in a junior capacity and learn the trade from their experienced colleagues and divisional managers.

Page 1

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
1. Demand is in large part driven by the overall performance of the technology industry.
2. In house recruitment teams are often a source of ‘competition’.
3. There is a general perception that recruiters are an unnecessary cost for companies.
Apart from the risk covered above the main risks arising from the financial instruments are detailed below. The board reviews and agrees policies for managing the risks detailed below to minimise the company's exposure.
Liquidity risk
The group manages its cash and borrowing requirements in order to ensure the group has sufficient liquid resources to meet the operational needs of the business.
Credit risk
The group only trades with reputable parties and extends credit only to those who demonstrate an acceptable credit risk.
Cash flow risk
The monitoring and review of cash requirements by the board ensures that there are adequate facilities readily available from the group's finance providers to support the group's cash flow requirements.
Foreign currency risk
The group undertakes certain transactions denominated in foreign currencies resulting in exposure to exchange rate fluctuation. The management does not consider this to be a significant risk, as the short timescale involved in foreign currency transactions means that any foreign exchange fluctuations are unlikely to be significant.


This report was approved by the board on 11 September 2024 and signed on its behalf.



J A Galloway
Director

Page 2

 
INTELLECTUAL CAPITAL RESOURCES 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' 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.

Results and dividends

The profit for the year, after taxation, amounted to £2,289,918 (2022 - £3,472,465).

During the year, the directors declared total dividends of £2,291,563 (2022 - £6,236,035) to be paid.

Directors

The directors who served during the year were:

N K Dickins 
J A Galloway 
E I V Galloway (appointed 23 March 2023)

The following director was appointed after the year end:
A Forshaw (appointed 17 January 2024)

Matters covered in the Group strategic report

The company has chosen, in accordance with section 414C of the Companies Act 2006, to set out the following information which would otherwise be required to be contained in the Directors' report within the Group strategic report:
Likely financial risk management objective and policies, and business review and future developments in the business of the group.

Page 3

 
INTELLECTUAL CAPITAL RESOURCES 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 are no other subsequent events that require disclosure or adjustments to the financial statements.

Auditors

The auditorsBarnes Roffe LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 11 September 2024 and signed on its behalf.
 





J A Galloway
Director

Page 4

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Intellectual Capital Resources 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 Statement of Financial Position, the Company Statement of Financial Position, 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 5

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INTELLECTUAL CAPITAL RESOURCES 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 6

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, 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:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law 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 discussion with directors and other management, and from our commercial knowledge and experience of the relevant sector;
The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, are as follows;
 
°Companies Act 2006.
°FRS102.
°Employment legislation.
°Tax legislation.
°IR25 legislation.
 
We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and reviewing supporting evidence where applicable; and
Laws and regulations were communicated within the audit team at the planning meeting, and during the audit as any further laws and regulation were identified. The audit team remained alert to instances of noncompliance throughout the audit.
As either auditors of all significant components or having received group reporting in respect of significant
components, we were able to cover the above matters at a group and component level and thereby ensure
the audit team were aware of the above matters across all group companies.
Page 7

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED (CONTINUED)


 

We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:
 
Making enquiries of management as to where they consider there was susceptibility to fraud and their knowledge of actual suspected and alleged fraud;
Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;
Reviewing the financial statements and testing the disclosures against supporting documentation;
Performing analytical procedures to identify any unusual or unexpected trends or anomalies;
Inspecting and testing journal entries to identify unusual or unexpected transactions;
Assessing whether judgement and assumptions made in determining significant accounting estimates were indicative of management bias; and
Investigating the rationale behind significant transactions, or transactions that are unusual or outside the company’s usual course of business.
 
The areas that we identified as being susceptible to misstatement through fraud were:
 
Management bias in the estimates and judgements made, especially in relation to accrued income and related costs;
Management override of controls; and
Posting of unusual journals or transactions.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities 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 8

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INTELLECTUAL CAPITAL RESOURCES 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.





Mark Hancock (Senior statutory auditor)
for and on behalf of
Barnes Roffe LLP
Chartered Accountants & Statutory Auditors
3 Brook Business Centre
Cowley Mill Road
Uxbridge
Middlesex
UB8 2FX

12 September 2024
Page 9

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
26,220,496
27,724,741

Cost of sales
  
(14,510,306)
(14,936,754)

Gross profit
  
11,710,190
12,787,987

Administrative expenses
  
(8,559,615)
(8,522,575)

Operating profit
 5 
3,150,575
4,265,412

Interest receivable and similar income
 9 
161
734

Interest payable and similar expenses
 10 
(46,431)
(16,055)

Profit before taxation
  
3,104,305
4,250,091

Tax on profit
 11 
(814,387)
(777,626)

Profit for the financial year
  
2,289,918
3,472,465

  

Total comprehensive income for the year
  
2,289,918
3,472,465

  

  

The notes on pages 20 to 39 form part of these financial statements.

Page 10

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
REGISTERED NUMBER: 08749888

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023


2023

2022
Note
£
£
£
£

Fixed assets
  

Intangible assets
 13 
1,232,938
1,437,387

Tangible assets
 14 
139,850
165,714

Investments
 15 
165,869
130,000

  
1,538,657
1,733,101

Current assets
  

Debtors: amounts falling due within one year
 16 
4,463,218
5,136,313

Cash at bank and in hand
 17 
1,370,566
1,815,099

  
5,833,784
6,951,412

Creditors: amounts falling due within one year
 18 
(3,637,978)
(4,948,405)

Net current assets
  
 
 
2,195,806
 
 
2,003,007

Total assets less current liabilities
  
3,734,463
3,736,108

Net assets
  
3,734,463
3,736,108


Capital and reserves
  

Called up share capital 
 20 
8,466
8,466

Share premium account
 21 
6,937,246
6,937,246

Capital redemption reserve
 21 
2,522
2,522

Profit and loss account
 21 
(3,213,771)
(3,212,126)

  
3,734,463
3,736,108


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 11 September 2024.




J A Galloway
Director

The notes on pages 20 to 39 form part of these financial statements.

Page 11

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
REGISTERED NUMBER: 08749888

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023


2023

2022
Note
£
£
£
£

Fixed assets
  

Investments
 15 
8,558,585
8,558,585

Current assets
  

Debtors: amounts falling due within one year
 16 
254,721
1,450,912

Creditors: amounts falling due within one year
 18 
(430,534)
(1,615,113)

Net current liabilities
  
 
 
(175,813)
 
 
(164,201)

Total assets less current liabilities
  
8,382,772
8,394,384

Net assets
  
8,382,772
8,394,384


Capital and reserves
  

Called up share capital 
 20 
8,466
8,466

Share premium account
 21 
6,937,246
6,937,246

Capital redemption reserve
 21 
2,522
2,522

Profit and loss account brought forward
  
1,446,150
1,467,280

Profit for the year
  
2,279,951
6,214,905

Other changes in the profit and loss account

  

(2,291,563)
(6,236,035)

Profit and loss account carried forward
  
1,434,538
1,446,150

  
8,382,772
8,394,384


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 11 September 2024.


J A Galloway
Director

The notes on pages 20 to 39 form part of these financial statements.

Page 12

 
INTELLECTUAL CAPITAL RESOURCES 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
8,466
6,937,246
2,522
(3,212,126)
3,736,108


Comprehensive income for the year

Profit for the year
-
-
-
2,289,918
2,289,918
Total comprehensive income for the year
-
-
-
2,289,918
2,289,918


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
(2,291,563)
(2,291,563)


Total transactions with owners
-
-
-
(2,291,563)
(2,291,563)


At 31 December 2023
8,466
6,937,246
2,522
(3,213,771)
3,734,463


The notes on pages 20 to 39 form part of these financial statements.

Page 13

 
INTELLECTUAL CAPITAL RESOURCES 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
8,466
6,937,246
2,522
(448,556)
6,499,678


Comprehensive income for the year

Profit for the year
-
-
-
3,472,465
3,472,465
Total comprehensive income for the year
-
-
-
3,472,465
3,472,465


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
(6,236,035)
(6,236,035)


Total transactions with owners
-
-
-
(6,236,035)
(6,236,035)


At 31 December 2022
8,466
6,937,246
2,522
(3,212,126)
3,736,108


The notes on pages 20 to 39 form part of these financial statements.

Page 14

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 

COMPANY 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
8,466
6,937,246
2,522
1,446,150
8,394,384


Comprehensive income for the year

Profit for the year
-
-
-
2,279,951
2,279,951
Total comprehensive income for the year
-
-
-
2,279,951
2,279,951


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
(2,291,563)
(2,291,563)


Total transactions with owners
-
-
-
(2,291,563)
(2,291,563)


At 31 December 2023
8,466
6,937,246
2,522
1,434,538
8,382,772


The notes on pages 20 to 39 form part of these financial statements.

Page 15

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 

COMPANY 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
8,466
6,937,246
2,522
1,467,280
8,415,514


Comprehensive income for the year

Profit for the year
-
-
-
6,214,905
6,214,905
Total comprehensive income for the year
-
-
-
6,214,905
6,214,905


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
(6,236,035)
(6,236,035)


Total transactions with owners
-
-
-
(6,236,035)
(6,236,035)


At 31 December 2022
8,466
6,937,246
2,522
1,446,150
8,394,384


The notes on pages 20 to 39 form part of these financial statements.

Page 16

 
INTELLECTUAL CAPITAL RESOURCES 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
2,289,918
3,472,465

Adjustments for:

Amortisation of intangible assets
207,014
205,871

Depreciation of tangible assets
52,301
85,151

Loss on disposal of tangible assets
7,778
3,946

Interest payable
46,431
16,055

Interest receivable
(161)
(734)

Taxation charge
814,387
777,626

Decrease in debtors
571,998
634,713

(Increase)/decrease in amounts owed by groups
(512,906)
-

(Decrease)/increase in creditors
(1,286,277)
2,023,016

Increase in amounts owed to groups
520,290
-

Corporation tax (paid)
(746,146)
(717,090)

Net cash generated from operating activities

1,964,627
6,501,019


Cash flows from investing activities

Purchase of intangible fixed assets
(2,565)
(11,499)

Purchase of tangible fixed assets
(32,827)
(108,457)

Sale of tangible fixed assets
(1,388)
13,122

Purchase of unlisted and other investments
(35,869)
-

Interest received
161
734

Net cash used in investing activities

(72,488)
(106,100)
Page 17

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 

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


2023
2022

£
£



Cash flows from financing activities

Dividends paid
(2,291,563)
(6,236,035)

Interest paid
(46,431)
(16,055)

Net cash used in financing activities
(2,337,994)
(6,252,090)

Net (decrease)/increase in cash and cash equivalents
(445,855)
142,829

Cash and cash equivalents at beginning of year
1,815,099
1,672,270

Cash and cash equivalents at the end of year
1,369,244
1,815,099


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,370,566
1,815,099

Bank overdrafts
(1,322)
-

1,369,244
1,815,099


The notes on pages 20 to 39 form part of these financial statements.

Page 18

 
INTELLECTUAL CAPITAL RESOURCES 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

1,815,099

(444,602)

1,370,497

Bank overdrafts

-

(1,322)

(1,322)

Debt due within 1 year

(11,206)

-

(11,206)


1,803,893
(445,924)
1,357,969

The notes on pages 20 to 39 form part of these financial statements.

Page 19

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Intellectual Capital Resources Holdings Limited is a company limited by shares, incorporated in England and Wales. The address of the registered office is Hive 2, 1530 Arlington Business Park, Theale, Reading, Berkshire, RG7 4SA .
The company is a holding company and its subsidiary companies specialise in recruitment within the technology sector.

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 management to exercise judgment in applying the company's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, 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.

 
2.3

Going concern

These financial statements have been prepared on the going concern basis, on the understanding that the subsidiaries of the company as well as the directors and shareholders will continue to financially support the company.

Page 20

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the year 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 reporting date can be measured reliably; and
• the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Intangible fixed assets and amortisation

Intangible fixed assets are stated at cost less amortisation. Amortisation is provided at rates calculated to write off cost of each asset over its expected life as follows: 
Goodwill - 4 years straight line basis
This is the amortisation rate for goodwill on the acquisition of the subsidiary.
Goodwill - 10 years straight line basis
This is the amortisation rate for goodwill on the acquisition of the interests in the partnerships.
Development expenditure
Development expenditure comprise capitalised development costs. These costs are amortised on a straight line over 4 years once the initial development of the product has been completed.

 
2.6

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.

Page 21

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.6
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives. 

Depreciation is provided on the following basis:

Leasehold improvement
-
Over the length of the lease
Fixtures and fittings
-
25% on reducing balance
Office equipment
-
33% on reducing balance

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 the Statement of comprehensive income.

 
2.7

Valuation of investments

Investment in subsidiaries are valued at cost less provision for impairment.
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the year. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.8

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.

 
2.9

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.

 
2.10

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 Statement of financial position 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
Page 22

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.10
Financial instruments (continued)

settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other 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 23

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.10
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.

 
2.11

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.

Page 24

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.12

Foreign currency translation

Functional and presentation currency
The Group's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of comprehensive income 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 the Statement of comprehensive income within 'other operating income'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.13

Finance costs

Finance costs are charged to the Statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.14

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

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.15

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the Statement of comprehensive income on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.16

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 the Statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.17

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.

 
2.18

Interest income

Interest income is recognised in the Statement of comprehensive income using the effective interest method.

 
2.19

Borrowing costs

All borrowing costs are recognised in the Statement of comprehensive income in the year in which they are incurred.

Page 26

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.20

Taxation

Tax is recognised in the Statement of comprehensive income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

  
2.21

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The principle estimates and judgements that could have a significant effect upon the group's financial results relate to:
Accrued income and accrued costs:
Income and expenditure has been recognised in respect of services delivered in the current accounting period however the relevant sales and purchases were not invoiced until after the year end. Certain judgements have been applied with regard to unbilled client engagements concerning future revenues, exposure to credit risk and the degree of completion of the underlying contractual arrangements.

Page 27

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
16,333,239
16,251,776

Rest of Europe
7,986,242
9,056,051

Rest of the world
1,901,015
2,416,914

26,220,496
27,724,741


The whole of turnover relates to the group's principal activity.


5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
52,301
85,099

Amortisation of intangible assets, including goodwill
207,014
205,871

Exchange differences
(28,037)
141,068

Rent - operating lease
142,366
120,323

Other operating lease rentals
144,967
127,327

Loss on disposal of fixed assets
5,219
3,946

Page 28

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Employees

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


2023
2022
£
£



Wages and salaries
5,490,053
5,759,561

Social security costs
667,602
687,884

Cost of defined contribution scheme
442,279
323,837

6,599,934
6,771,282

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


2023
2022



Director
3
3

Sales
56
54

Administrative
15
14

74
71


7.


Auditors' remuneration

Fees payable to the Group's auditor for the audit of the annual financial statements in respect of:
 
2023
2022
£
£

The audit of the Group's financial statements
6,035
5,255

The audit of subsidiaries' financial statements
20,040
14,700


8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
4,170
7,929

Group contributions to defined contribution pension schemes
100,000
-

104,170
7,929


During the year retirement benefits were accruing to 1 directors (2022 - Nil) in respect of defined contribution pension schemes.

Page 29

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Interest receivable

2023
2022
£
£


Other interest receivable
161
734

161
734


10.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
23,691
-

Other loan interest payable
21,678
16,055

Other interest payable
1,062
-

46,431
16,055


11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
814,390
777,626

Adjustments in respect of previous periods
(3)
-

Total current tax

814,387
777,626


Taxation on profit on ordinary activities
814,387
777,626
Page 30

 
INTELLECTUAL CAPITAL RESOURCES 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 - lower than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
3,104,305
4,250,091


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
729,512
807,517

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
4,359
6,201

Capital allowances for year in excess of depreciation
7,519
(8,024)

Other timing differences leading to an increase  in taxation
52,713
35,067

Overseas tax
20,287
(67,150)

Losses carried forward
-
4,015

Adjustments to tax charge in respect of prior periods
(3)
-

Total tax charge for the year
814,387
777,626


Factors that may affect future tax charges

In the March 2021 Budget it was announced that the UK corporation tax rate would increase to 25% from 1 April 2023 for profits over £250,000. There are no other significant factors that may affect future tax charges.


12.


Dividends

2023
2022
£
£


Dividends paid on equity capital
2,291,563
6,236,035

2,291,563
6,236,035

Page 31

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Intangible assets

Group 





Development expenditure
Goodwill
Total

£
£
£



Cost


At 1 January 2023
16,524
10,748,827
10,765,351


Additions
2,565
-
2,565



At 31 December 2023

19,089
10,748,827
10,767,916



Amortisation


At 1 January 2023
4,652
9,323,312
9,327,964


Charge for the year
3,369
203,645
207,014



At 31 December 2023

8,021
9,526,957
9,534,978



Net book value



At 31 December 2023
11,068
1,221,870
1,232,938



At 31 December 2022
11,872
1,425,515
1,437,387



Page 32

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Tangible fixed assets

Group






Short-term leasehold property
Fixtures and fittings
Office equipment
Total

£
£
£
£



Cost 


At 1 January 2023
192,877
79,988
335,250
608,115


Additions
4,401
4,022
24,404
32,827


Disposals
-
-
(54,735)
(54,735)



At 31 December 2023

197,278
84,010
304,919
586,207



Depreciation


At 1 January 2023
180,740
52,123
209,538
442,401


Charge for the year
3,749
7,150
41,402
52,301


Disposals
-
-
(48,345)
(48,345)



At 31 December 2023

184,489
59,273
202,595
446,357



Net book value



At 31 December 2023
12,789
24,737
102,324
139,850



At 31 December 2022
12,137
27,865
125,712
165,714


15.


Fixed asset investments

Group





Unlisted investments

£



Cost 


At 1 January 2023
130,000


Additions
35,869



At 31 December 2023
165,869




Page 33

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Company





Investments in subsidiary companies

£



Cost 


At 1 January 2023
8,558,585



At 31 December 2023
8,558,585





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Intellectual Capital Resources Limited
Hive 2, 1530 Arlington Business Park, Theale, Reading, England, RG7 4SA
Recruitment in the technology sector
Ordinary
100%
Intellectual Capital Group GmbH
Rottmannstr. 5 80333, Munchen
Recruitment within the technology sector
Ordinary
100%


16.


Debtors

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


Trade debtors
1,855,163
2,363,910
-
-

Amounts owed by group undertakings
-
-
-
1,196,193

Other debtors
990,371
1,091,468
254,721
254,719

Prepayments and accrued income
1,617,684
1,680,935
-
-

4,463,218
5,136,313
254,721
1,450,912


Page 34

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Cash and cash equivalents

Group
Group
2023
2022
£
£

Cash at bank and in hand
1,370,566
1,815,099

Less: bank overdrafts
(1,322)
-

1,369,244
1,815,099



18.


Creditors: Amounts falling due within one year

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

Bank overdrafts
1,322
-
-
-

Trade creditors
409,070
516,128
(1,070)
(1,070)

Amounts owed to group undertakings
-
-
424,362
-

Corporation tax
283,029
315,885
-
-

Other taxation and social security
556,774
680,758
-
-

Other creditors
1,151,635
1,632,823
-
1,603,933

Accruals and deferred income
1,236,148
1,802,811
7,242
12,250

3,637,978
4,948,405
430,534
1,615,113


At 31 December 2023 there was a balance of £Nil (2022 - £Nil) due to the bank in respect of the invoice discount finance taken up to that date. It is secured by a fixed and floating charge over the assets of the group.
The bank loans are secured by a debenture on the assets of the Group.

Page 35

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Financial instruments

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

Financial assets

Financial assets that are debt instruments measured at amortised cost
2,845,534
3,455,378
254,721
1,450,912


Financial liabilities

Financial liabilities measured at amortised cost
1,562,027
2,252,670
423,292
1,706,582


Financial assets that are debt instruments measured at amortised cost comprise trade debtors and other debtors.
Financial liabilities measured at amortised cost comprise bank overdrafts, bank loans, trade creditors, amounts owed to group undertakings and other creditors.


20.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



23,500 Ordinary A shares of £0.01 each
235
235
93,600 Ordinary B shares of £0.01 each
936
936
68,250 Ordinary C shares of £0.01 each
683
683
1,898 Ordinary G shares of £0.01 each
19
19
595 Ordinary E shares of £0.01 each
6
6
158 Ordinary F shares of £0.01 each
2
2
250 Ordinary H shares of £0.01 each
3
3
329,106 Ordinary Y shares of £0.01 each
3,291
3,291
329,106 Ordinary Z shares of £0.01 each
3,291
3,291

8,466

8,466

Page 36

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.Share capital (continued)

The Ordinary A shares have full voting rights and are a separate class of shares for dividend purposes. On a capital distribution (including on a winding up) the shares are entitled, as a class, to share pro-rata with the Ordinary B, Ordinary Y and Ordinary Z shareholders a priority capital payment of £12 million. Thereafter the shares are entitled to participate in bands of £2.5m/£3m, with a percentage share varying according to each band of proceeds; the shares do not confer any rights of redemption.
The Ordinary B shares have full voting rights and are a separate class of shares for dividend purposes. On a capital distribution (including on a winding up) the shares are entitled, as a class, to share pro-rata with the Ordinary A, Ordinary Y and Ordinary Z shareholders a priority capital payment of £12 million. Thereafter the shares are entitled to participate in bands of £2.5m/£3m, with a percentage share varying according to each band of proceeds; the shares do not confer any rights of redemption.
The Ordinary C shares have no voting rights and are a separate class of shares for dividend purposes. On a capital distribution (including on a winding up) the shares are entitled, as a class, to share pro-rata with the Ordinary A, Ordinary B, Ordinary Y and Ordinary Z shareholders any excess of the capital distribution over £12 million not allocated to the other non-voting shareholders, in bands of £2.5m/£3m, with a percentage share varying according to each band of proceeds; the shares do not confer any rights of redemption.
The Ordinary G shares have no voting rights or dividend rights; each share has the right to participate in any capital distribution (including on a winding up), after priority capital payments totalling £12 million have first been made to the Ordinary A, Ordinary B, Ordinary Y and Ordinary Z shareholders, in bands of £2.5m/£3m, with a percentage share varying according to each band of proceeds; the shares do not confer any rights of redemption.
The Ordinary Y shares have full voting rights, the shares are a separate class of shares for dividend purposes. On a capital distribution (including on a winding up) and/or a distribution of the net proceeds payable to shareholders on a sale, the shares are entitled, as a class, to share pro-rata with the Ordinary A, Ordinary B and Ordinary Z shareholders a priority capital payment of £12 million. Above £12m the shares participate in the bands of £2.5 million, with a percentage share varying according to each relevant band of excess proceeds. The shares do not confer any rights of redemption.
The Ordinary Z shares have full voting rights, the shares are a separate class of shares for dividend purposes. On a capital distribution (including on a winding up) and/or a distribution of the net proceeds payable to shareholders on a sale, the shares are entitled, as a class, to share pro-rata with the Ordinary A, Ordinary B and Ordinary Y shareholders a priority capital payment of £12 million. Above £12m the shares participate in the bands of £3m/£2.5m, with a percentage share varying according to each relevant band of excess proceeds. The shares do not confer any rights of redemption.
The Ordinary E shares have no voting rights and are a separate class of shares for dividend purposes. On a capital distribution each share has the right to share in capital distribution (including on a winding-up) and/or the net proceeds payable to shareholders on a sale of the company, after priority capital payments totalling £15 million have first been made to the Ordinary A, Ordinary B, Ordinary C, Ordinary G, Ordinary Y and Ordinary Z shareholders. Above £15 million the shares participate in bands of £2.5 million, with a percentage share varying according to each relevant band of excess proceeds. The shares do not confer any rights of redemption.
The Ordinary F share have no voting rights and are a separate class of shares for dividend purposes. On a capital distribution each share has the right to share in capital distributions (including on a winding-up) and/or the net proceeds payable to shareholders on a sale of the company, after priority capital payments totalling £17.5 million have been made to the Ordinary A, Ordinary B, Ordinary C, Ordinary E, Ordinary G, Ordinary Y and Ordinary Z shareholders. Above £17.5 million the shares participate in bands of sale proceeds with a percentage varying according to each relevant band of excess proceeds. The shares do
Page 37

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.Share capital (continued)



21.


Reserves

Share premium account

The share premium includes excess amount received by a company over the par value of its shares.

Capital redemption reserve

The capital redemption reserve is a non-distributable reserve into which amounts are transferred following the redemption or purchase of a company's own shares.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.


22.


Share-based payments

On 5 August 2014, the parent company granted options to purchase 46,287 Ordinary B shares at a subscription price of 12.73p per share. On 19 October 2017, the parent company granted options to purchase 89,399 Ordinary B shares at a subscription price of £2.20 per share.
The principal terms and conditions of the grant are such whereby all options are to be settled by the physical delivery of shares.
During the previous years, the share option holders exercised their options in relation to 104,849 Ordinary B shares.
As at 31 December 2023, 30,837 of the above share options remain unexercised. The financial statements do not reflect the charge in respect of the above on the basis of materiality. 


23.


Pension commitments

The group operated 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 company to the fund and amounted to £562,279 (2022 - £323,837). Contributions totalling £136,623 (2022 - £1,231) were receivable from the fund at the Statement of financial position date and are included in other debtors.

Page 38

 
INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

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
2023
2022
£
£

Not later than 1 year
110,803
109,352

Later than 1 year and not later than 5 years
323,174
433,976

433,977
543,328
Group
Group
2023
2022
£
£

Not later than 1 year
40,946
71,380

Later than 1 year and not later than 5 years
6,336
47,282

47,282
118,662


25.


Transactions with directors

Included within other debtors is an amount of £288,977 (2022 - £288,977) due from J Galloway, a director of the company. During the year, £Nil of the loan was repaid and £Nil further loans were paid to the directors. No interest was accruing or payable on this loan.


26.


Related party transactions

The company has taken advantage allowed by Financial Reporting Standard 102 not to disclose transactions with the wholly owned subsidiary undertakings of the group.
 
At the year end, the group owed an amount of £325,000 (2022 - £1,073,055) by companies related by virtue of common directorship.
 
At the year end, the group was owed an amount of £61,920 (2022 - £61,920) by a director of the subsidiary compamy.


27.


Post balance sheet events

There are no other subsequent events that require disclosure or adjustments to the financial statements.


28.


Controlling party

The company is controlled by the directors.

 
Page 39