Caseware UK (AP4) 2023.0.135 2023.0.135 truetruetruetruetrue2023-01-01trueNo description of principal activity22truefalse 12694567 2023-01-01 2023-12-31 12694567 2022-01-01 2022-12-31 12694567 2023-12-31 12694567 2022-12-31 12694567 2022-01-01 12694567 c:Director1 2023-01-01 2023-12-31 12694567 c:Director1 2023-12-31 12694567 c:Director2 2023-01-01 2023-12-31 12694567 c:Director3 2023-01-01 2023-12-31 12694567 c:Director3 2023-12-31 12694567 c:RegisteredOffice 2023-01-01 2023-12-31 12694567 d:CurrentFinancialInstruments 2023-12-31 12694567 d:CurrentFinancialInstruments 2022-12-31 12694567 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 12694567 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 12694567 d:ShareCapital 2023-01-01 2023-12-31 12694567 d:ShareCapital 2023-12-31 12694567 d:ShareCapital 2022-01-01 2022-12-31 12694567 d:ShareCapital 2022-12-31 12694567 d:ShareCapital 2022-01-01 12694567 d:RetainedEarningsAccumulatedLosses 2023-12-31 12694567 d:RetainedEarningsAccumulatedLosses 2022-12-31 12694567 c:OrdinaryShareClass1 2023-01-01 2023-12-31 12694567 c:OrdinaryShareClass1 2023-12-31 12694567 c:OrdinaryShareClass1 2022-12-31 12694567 c:EntityHasNeverTraded 2023-01-01 2023-12-31 12694567 c:FRS101 2023-01-01 2023-12-31 12694567 c:Audited 2023-01-01 2023-12-31 12694567 c:FullAccounts 2023-01-01 2023-12-31 12694567 c:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 12694567 d:Subsidiary1 2023-01-01 2023-12-31 12694567 d:Subsidiary1 1 2023-01-01 2023-12-31 12694567 6 2023-01-01 2023-12-31 12694567 e:PoundSterling 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 12694567









Icon 1 HoldCo Limited









Directors' Report and Financial Statements

For the Year Ended 31 December 2023

 
Icon 1 HoldCo Limited
 
 
Company Information


Directors
I Armstrong (appointed 10 July 2023)
J Moulding 




Registered number
12694567



Registered office
3rd Floor 1 Ashley Road

Altrincham

Cheshire

WA14 2DT




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG





 
Icon 1 HoldCo Limited
 

Contents



Page
Directors' Report
 
1 - 2
Independent Auditors' Report
 
3 - 6
Statement of Comprehensive Income
 
7
Statement of Financial Position
 
8
Statement of Changes in Equity
 
9
Notes to the Financial Statements
 
10 - 13


 
Icon 1 HoldCo 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 Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

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


select suitable accounting policies and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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

Directors

The directors who served during the year were:

I Armstrong (appointed 10 July 2023)
J Moulding 
J Webster (resigned 10 July 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'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's auditors are aware of that information.

Post balance sheet events

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

Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 1

 
Icon 1 HoldCo Limited
 
 
 
Directors' Report (continued)
For the Year Ended 31 December 2023

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

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


I Armstrong
Director

Date: 24 July 2024

Page 2

 
Icon 1 HoldCo Limited
 
 
 
Independent Auditors' Report to the Members of Icon 1 HoldCo Limited
 

Opinion


We have audited the financial statements of Icon 1 HoldCo Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the 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 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its result 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 Company 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 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.


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.


Page 3

 
Icon 1 HoldCo Limited
 
 
 
Independent Auditors' Report to the Members of Icon 1 HoldCo Limited (continued)


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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 4

 
Icon 1 HoldCo Limited
 
 
 
Independent Auditors' Report to the Members of Icon 1 HoldCo Limited (continued)


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 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:

Identifying and assessing potential risks related to irregularities
 
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
 
The nature of the industry and sector in which the company operates; the control environment and business performance including the key drivers for directors' remuneration, bonus levels and performance targets. 
The outcome of enquiries of local management and parent company management, including whether management was
aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any
actual, suspected, or alleged fraud.
Supporting documentation relating to the Company's policies and procedures for:
        - Identifying, evaluating, and complying with laws and regulations
        - Detecting and responding to the risks of fraud
The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statement and any potential indicators of fraud.
The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-bribery and Corruption.
 
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
 
Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
Enquiring of management about any actual and potential litigation and claims.
Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
 
Page 5

 
Icon 1 HoldCo Limited
 
 
 
Independent Auditors' Report to the Members of Icon 1 HoldCo Limited (continued)


We have also considered the risk of fraud through management override of controls by:
 
Testing the appropriateness of journal entries and other adjustments.
Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
 
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.


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.


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.





Helen Besant-Roberts (Senior Statutory Auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
Stockport
Cheshire
SK1 3GG

24 July 2024
Page 6

 
Icon 1 HoldCo Limited
 
 
Statement of Comprehensive Income
For the Year Ended 31 December 2023

The Company has not traded during the period. During this period, the Company received no income and incurred no expenditure and therefore made neither profit or loss.
There was no other comprehensive income for 2023 (
2022: £Nil).


  

The notes on pages 10 to 13 form part of these financial statements.

Page 7

 
Icon 1 HoldCo Limited
Registered number: 12694567

Statement of Financial Position
As at 31 December 2023

2023
2022
Note
£
£

  

Fixed assets
  

Investments
 6 
21,852,000
21,852,000

Creditors: amounts falling due within one year
 7 
(21,851,999)
(21,851,999)

Net assets
  
1
1


Capital and reserves
  

Called up share capital 
 8 
1
1

Profit and loss account
  
-
-

  
1
1


The Company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.

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


I Armstrong
Director

Date: 24 July 2024

The notes on pages 10 to 13 form part of these financial statements.

Page 8

 
Icon 1 HoldCo Limited
 

Statement of Changes in Equity
For the Year Ended 31 December 2023


Called up share capital
Total equity

£
£

At 1 January 2023
1
1


Other comprehensive income for the year
-
-


Total comprehensive income for the year
-
-


Total transactions with owners
-
-


At 31 December 2023
1
1



Statement of Changes in Equity
For the Year Ended 31 December 2022


Called up share capital
Total equity

£
£

At 1 January 2022
1
1


Other comprehensive income for the year
-
-


Total comprehensive income for the year
-
-


Total transactions with owners
-
-


At 31 December 2022
1
1


The notes on pages 10 to 13 form part of these financial statements.

Page 9

 
Icon 1 HoldCo Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

1.


General information

Icon 1 Holdco Limited is a private company limited by shares incorporated in England and Wales, company number 12694567. The address of the registered office is 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT.
The principal activity of the company 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 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

This information is included in the consolidated financial statements of Moulding Capital Limited as at 31 December 2023 and these financial statements may be obtained from 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT.

 
2.3

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

 
2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 10

 
Icon 1 HoldCo Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.5

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

  
2.6

Financial Instruments

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument and are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below
Financial Liabilities
Financial liabilities within scope of IFRS 9 are classified as financial liabilities at amortised cost. The Company has no financial liabilities at fair value through profit and loss and has no derivatives designed as hedging instruments. 

  
2.7

Share capital

Financial instruments issued by the company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset.
The company’s ordinary shares are classified as equity instruments


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements, estimates and assumptions that affect the amount reported for assets and liabilities as at the balance sheet date. The nature of estimation means that the actual outcomes could differ from those estimates. The items in the financial statements where these judgements and estimates have been made include:
Carrying value of investments
The Directors review the carrying value of investments on an ongoing basis to ascertain whether there are any indicators of impairment. As at 31 December 2023 the carrying value of investments was £21,852k (2022: £21,852k).


4.


Auditors' remuneration

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
Auditors remuneration is borne by the fellow group company, Moulding Capital Limited.

Page 11

 
Icon 1 HoldCo Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

5.


Employees

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


        2023
        2022
            No.
            No.







Directors
2
2

Directors are not remunerated by Icon 1 Holdco Limited. 


6.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 1 January 2023
21,852,000



At 31 December 2023
21,852,000





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Principal activity

Class of shares

Holding

THG Icon S.a.r.L
Property investments
Ordinary
100%

The registered office of the subsidiary is Sanne Lis S.A., 5 Heienhaff, Senningerberg, Luxembourg, L-1736.


7.


Creditors: Amounts falling due within one year

2023
2022
£
£

Amounts owed to group undertakings
21,851,999
21,851,999


Amounts owed to Group undertakings are secured, non-interest bearing and repayable on demand. 

Page 12

 
Icon 1 HoldCo Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

8.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1 (2022 - 1) Ordinary share of £1
1
1



9.


Contingent liabilities

The Company is party to a fixed charge over its assets to secure the liabilities of Icon 4 HoldCo Limited and its subsidiary undertakings. As a result, the company may be held responsible for the liabilities of other group companies which, at 31 December 2023, totalled £142,518k (2022: £143,968k).


10.


Related party transactions

The company has taken advantage of the exemption under paragraph 8(k) of FRS 101 not to disclose transactions with fellow wholly owned subsidiaries. 
The company has taken advantage of the exemption under paragraph 8(j) of FRS 101 not to disclose transactions with key management personnel. 


11.


Controlling party

The company's immediate parent company is Icon 3 HoldCo Limited, a company registered in England and Wales, registered number 12694600.
The company's ultimate parent is Starfish & Coffee Group Limited (formerly Moulding Group Limited), a company registered in Guernsey, registered number 1-67166.
Moulding Capital Limited, a subsidiary of Starfish & Coffee Group Limited (formerly Moulding Group Limited), is the parent undertaking of the smallest and largest group of undertakings to consolidate these financial statements as at 31 December 2023. The consolidated financial statements of Moulding Capital Limited are available on request from 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT.

 
Page 13