| REGISTERED NUMBER: 06786276 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| AUDITED |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| FOR |
| ICON SOLUTIONS (UK) LTD. |
| REGISTERED NUMBER: 06786276 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| AUDITED |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| FOR |
| ICON SOLUTIONS (UK) LTD. |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 6 |
| Consolidated Statement of Comprehensive Income | 9 |
| Consolidated Statement of Financial Position | 10 |
| Company Statement of Financial Position | 11 |
| Consolidated Statement of Changes in Equity | 12 |
| Company Statement of Changes in Equity | 13 |
| Consolidated Statement of Cash Flows | 14 |
| Notes to the Consolidated Statement of Cash Flows | 15 |
| Notes to the Consolidated Financial Statements | 16 |
| ICON SOLUTIONS (UK) LTD. |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| BUSINESS ADDRESS: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Chartered Accountants |
| 4th Floor Tuition House |
| 27-37 St George's Road |
| Wimbledon |
| London |
| SW19 4EU |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| The directors present their strategic report of the company and the group for the year ended 31 March 2024. |
| The principal activities of the group during the year under review were that of an IT Consultancy, specialising in banking and payments solutions. We also continue to develop and sell our Instant Payments Framework (IPF) software product. |
| REVIEW OF BUSINESS |
| The board believes that the financial statements present a fair, balanced and understandable summary of the company's position and provides the information necessary to assess the company's performance |
| We continue to invest heavily in our product, IPF, with a total investment during the year of £3.6m (2023 - £2.7m).We also continue to see returns on this investment. We had 7 active IPF clients at the end of the year, up from 5 the year before, with £3.1m of licence revenue (2023 - £3.2m) and £4.3m of implementation revenue (2023 - £4.8m) during the year. Since the year-end we have added 2 Tier 1 banks and a UK Government department to the IPF client list and have a strong and growing pipeline of prospective new clients. |
| In the Services side of the business we are pleased that the global decline in demand we saw the previous year appears to have settled, meaning our billable services heads have remained relatively static for the past year (as of March 2025). We are investing further in services with a view to returning to growth across our client base, and are making good progress in bringing on board new banking clients to this side of the business. Revenues for the period were £17.4m (2023 - £28m) |
| A reduction in the size of the Services team meant Permanent employee numbers declined to 149 at the end of the year (2023 - 165) and our long-term associate model, and continued relationship with our nearshore development team in Serbia, means that the Icon team averaged 200 people over the year (2023 - 235). |
| During the year Natwest Bank made a strategic investment in the company and have joined the Board in an Observer role. |
| Across the organisation, we continue to focus on our fundamental purpose as a business, which has always been to |
| "deliver great IT". We also continue to adhere strongly to our corporate values, which include the tenets of Simplicity, Honesty, Excellence, and of having a team who enjoy what they do. |
| Our donations to partner charities totalled £130k for the year (2023: £111k) and they include continued support for WeSeeHope (an international development organisation supporting vulnerable children in East Africa), Polka Children's Theatre in Wimbledon, plus support for a scheme in France which plants and manages new forests on unused plots of land in order to offset carbon. |
| We renewed our certified CarbonNeutral status again as we do every year, offsetting not just our corporate carbon emissions, but also our estimation of all carbon emissions generated by all our employees. |
| KEY PERFORMANCE INDICATORS |
| The Board regularly reviews the performance of the company. In order to do so the board have chosen several KPIs, which have been chosen as easy to compare benchmarks. |
| These include: |
| 1) Average Services Billable Headcount: 70 (2023 - 116) |
| 2) Average Services Revenue per Day £79,868 (2023 - £131,851) |
| 3) Contracted Annual Recurring Revenue for IPF £5,541,126 (2023 - £5,249,072) |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The management of the group and the execution of the group's strategies are subject to several risks and uncertainties. |
| The principal risks have always included the state of the banking IT market, and the level of spend within it and as we have seen recently this risk has impacted within our Services division. Icon continues to operate an associate model that allows it to flex with demand without having to reduce permanent headcount. However, whilst not a preferred approach, we can lose staff from our permanent team if Services demand drops further. |
| The key risk around the IPF product is around identifying sufficient demand, and we are more confident each year that there is significant market demand. Our qualified pipeline of sales prospects gets stronger each year and we have recently started a greater focus on North America and are looking at opportunities in other geographies as well. |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| FUTURE DEVELOPMENTS |
| Our strategy remains to continue to develop IPF and build on the strong foundations we have already created, and to continue to grow our core Services business to help our banking customers be successful. |
| ON BEHALF OF THE BOARD: |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| The directors present their report with the financial statements of the company and the group for the year ended 31 March 2024. |
| PRINCIPAL ACTIVITY |
| The principal activities of the group during the year under review were that of an IT consultancy specialising in banking and payments solutions. |
| DIVIDENDS |
| The aggregate dividends on the ordinary shares recognised during the financial year amount to £806,072 (2023 - £788,182). |
| There were no proposed dividends awaiting approval at 31 March 2024. |
| FUTURE DEVELOPMENTS |
| A detailed review of future developments can be found in the Strategic Report. |
| EVENTS SINCE THE END OF THE YEAR |
| Information relating to events since the end of the year is given in the notes to the financial statements. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 April 2023 to the date of this report. |
| Other changes in directors holding office are as follows: |
| FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES |
| The company is risk-averse when it comes to financial management. Strict controls and monitoring processes are in place to ensure cash reserves remain sufficient, and detailed planning has taken place to establish levels of funding required for different strategic options. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| AUDITORS |
| The auditors, Hartley Fowler LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| ICON SOLUTIONS (UK) LTD. |
| Opinion |
| We have audited the financial statements of Icon Solutions (Uk) Ltd. (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2024 and of the group's loss 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| ICON SOLUTIONS (UK) LTD. |
| 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 Report of the Directors. |
| We have nothing to report in respect of the following matters where 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. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 a Report of the Auditors 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. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| We identify and assess risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. |
| In identifying and assessing 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, control environment and business performance; |
| - results of our enquiries of management about their own identification and assessment of the risks of irregularities; |
| - any matters we identified having obtained and reviewed the group's documentation of their policies and procedures; |
| - identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; |
| - detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; |
| - the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; |
| - the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| ICON SOLUTIONS (UK) LTD. |
| As a result of these procedures, we considered the opportunities and incentives that may exist within the group for fraud. In common with all audits we are also required to perform specific procedures to respond to the risk of management override. |
| We also obtained an understanding of the legal and regulatory framework that the group operates in. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation. |
| In addition we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group's ability to operate or to avoid a material penalty. |
| As a result of performing the above, we did not identify any key matters related to the potential risk of fraud or non-compliance with laws and regulations. |
| Our procedures to respond to risks identified included the following: |
| - reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provision of relevant laws and regulations described as having a direct effect on the financial statements; |
| - enquiring of management concerning actual and potential litigation and claims; |
| - performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
| - reviewing minutes of meetings of those charged with governance, reviewing internal reports and reviewing correspondence with HMRC; and |
| - in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments, assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale for 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 indication of fraud or non-compliance with laws and regulations throughout the audit. |
| 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 Report of the Auditors. |
| 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 2006. Our 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 a Report of the Auditors 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. |
| for and on behalf of |
| Statutory Auditors |
| Chartered Accountants |
| 4th Floor Tuition House |
| 27-37 St George's Road |
| Wimbledon |
| London |
| SW19 4EU |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| TURNOVER | 4 | 25,231,770 | 36,866,051 |
| Cost of sales | 9,679,133 | 17,205,048 |
| GROSS PROFIT | 15,552,637 | 19,661,003 |
| Administrative expenses | 20,305,834 | 19,206,045 |
| OPERATING (LOSS)/PROFIT | 6 | (4,753,197 | ) | 454,958 |
| Interest receivable and similar income | 27,791 | 13,062 |
| (4,725,406 | ) | 468,020 |
| Interest payable and similar expenses | 8 | 281,842 | 319,953 |
| (LOSS)/PROFIT BEFORE TAXATION | (5,007,248 | ) | 148,067 |
| Tax on (loss)/profit | 9 | (1,133,893 | ) | (658,314 | ) |
| (LOSS)/PROFIT FOR THE FINANCIAL YEAR | ( |
) |
| OTHER COMPREHENSIVE INCOME |
| Share option valuation | 1,019,162 | 1,347,552 |
| Unrealised gain on derivative instrument | 123,451 | 46,221 |
| Income tax relating to components of other comprehensive income |
- |
- |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
1,142,613 |
1,393,773 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(2,730,742 |
) |
2,200,154 |
| (Loss)/profit attributable to: |
| Owners of the parent | (3,873,355 | ) | 806,381 |
| Total comprehensive income attributable to: |
| Owners of the parent | (2,730,742 | ) | 2,200,154 |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
| 31 MARCH 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 12 | 10,838,790 | 8,707,418 |
| Tangible assets | 13 | 119,667 | 112,480 |
| Investments | 14 | - | - |
| 10,958,457 | 8,819,898 |
| CURRENT ASSETS |
| Debtors | 15 | 7,254,037 | 9,889,002 |
| Cash at bank | 4,669,471 | 4,209,685 |
| 11,923,508 | 14,098,687 |
| CREDITORS |
| Amounts falling due within one year | 16 | 5,675,644 | 6,030,223 |
| NET CURRENT ASSETS | 6,247,864 | 8,068,464 |
| TOTAL ASSETS LESS CURRENT LIABILITIES | 17,206,321 | 16,888,362 |
| CREDITORS |
| Amounts falling due after more than one year | 17 | (9,087,500 | ) | (4,786,578 | ) |
| PROVISIONS FOR LIABILITIES | 21 | (2,681,995 | ) | (2,128,150 | ) |
| NET ASSETS | 5,436,826 | 9,973,634 |
| CAPITAL AND RESERVES |
| Called up share capital | 22 | 90 | 93 |
| Share premium | 23 | - | 999,991 |
| Share option reserve | 23 | 4,174,931 | 3,155,769 |
| Other reserves | 23 | (1,366 | ) | (1,366 | ) |
| Fair value reserve | 23 | - | (123,451 | ) |
| Retained earnings | 23 | 1,263,171 | 5,942,598 |
| SHAREHOLDERS' FUNDS | 5,436,826 | 9,973,634 |
| The financial statements were approved by the Board of Directors and authorised for issue on 14 May 2025 and were signed on its behalf by: |
| B Hallifax - Director |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| COMPANY STATEMENT OF FINANCIAL POSITION |
| 31 MARCH 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 12 |
| Tangible assets | 13 |
| Investments | 14 |
| CURRENT ASSETS |
| Debtors | 15 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 16 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year | 17 | ( |
) | ( |
) |
| PROVISIONS FOR LIABILITIES | 21 | ( |
) | ( |
) |
| NET (LIABILITIES)/ASSETS | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 22 |
| Share premium | 23 |
| Share option reserve | 23 |
| Fair value reserve | 23 | ( |
) | ( |
) |
| Retained earnings | 23 |
| SHAREHOLDERS' FUNDS | ( |
) |
| Company's (loss)/profit for the financial year | (14,684,476 | ) | 2,443,284 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| Called up |
| share | Retained | Share |
| capital | earnings | premium |
| £ | £ | £ |
| Balance at 1 April 2022 | 93 | 5,924,399 | 999,991 |
| Changes in equity |
| Total comprehensive income | - | 806,381 | - |
| Dividends | - | (788,182 | ) | - |
| Balance at 31 March 2023 | 93 | 5,942,598 | 999,991 |
| Changes in equity |
| Issue of share capital | (3 | ) | - | (999,991 | ) |
| Total comprehensive income | - | (3,873,355 | ) | - |
| Dividends | - | (806,072 | ) | - |
| Balance at 31 March 2024 | 90 | 1,263,171 | - |
| Share | Fair |
| option | Other | value | Total |
| reserve | reserves | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 April 2022 | 1,808,217 | (1,366 | ) | (169,672 | ) | 8,561,662 |
| Changes in equity |
| Total comprehensive income | 1,347,552 | - | 46,221 | 2,200,154 |
| Dividends | - | - | - | (788,182 | ) |
| Balance at 31 March 2023 | 3,155,769 | (1,366 | ) | (123,451 | ) | 9,973,634 |
| Changes in equity |
| Issue of share capital | - | - | - | (999,994 | ) |
| Total comprehensive income | 1,019,162 | - | 123,451 | (2,730,742 | ) |
| Dividends | - | - | - | (806,072 | ) |
| Balance at 31 March 2024 | 4,174,931 | (1,366 | ) | - | 5,436,826 |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| Called up |
| share | Retained | Share |
| capital | earnings | premium |
| £ | £ | £ |
| Balance at 1 April 2022 |
| Changes in equity |
| Total comprehensive income | - | - |
| Dividends | - | ( |
) | - |
| Balance at 31 March 2023 |
| Changes in equity |
| Issue of share capital | ( |
) | - | ( |
) |
| Total comprehensive income | - | ( |
) | - |
| Dividends | - | ( |
) | - |
| Investment impairment | - | 13,302,163 | - |
| Balance at 31 March 2024 |
| Share | Fair |
| option | value | Total |
| reserve | reserve | equity |
| £ | £ | £ |
| Balance at 1 April 2022 | ( |
) |
| Changes in equity |
| Total comprehensive income |
| Dividends | - | - | ( |
) |
| Balance at 31 March 2023 | ( |
) |
| Changes in equity |
| Issue of share capital | - | - | ( |
) |
| Total comprehensive income | ( |
) |
| Dividends | - | - | ( |
) |
| Investment impairment | - | (13,302,163 | ) | - |
| Balance at 31 March 2024 | ( |
) | ( |
) |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| CONSOLIDATED STATEMENT OF CASH FLOWS |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 1,320,890 | 3,411,820 |
| Finance costs paid | (979,412 | ) | - |
| Tax paid | (66,038 | ) | 135,000 |
| Tax refunded | 653,560 | 1,199,404 |
| Net cash from operating activities | 929,000 | 4,746,224 |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | (3,588,635 | ) | (2,722,575 | ) |
| Purchase of tangible fixed assets | (77,192 | ) | (96,192 | ) |
| Interest received | 2,688 | 2,051 |
| Net cash from investing activities | (3,663,139 | ) | (2,816,716 | ) |
| Cash flows from financing activities |
| Amount withdrawn by directors | - | (400,000 | ) |
| Ordinary shares issued | (3 | ) | - |
| Preference shares issued | 9,000,000 | - |
| Preference shares buyback | (5,000,000 | ) | - |
| Equity dividends paid | (806,072 | ) | (788,182 | ) |
| Net cash from financing activities | 3,193,925 | (1,188,182 | ) |
| Increase in cash and cash equivalents | 459,786 | 741,326 |
| Cash and cash equivalents at beginning of year |
2 |
4,209,685 |
3,468,359 |
| Cash and cash equivalents at end of year | 2 | 4,669,471 | 4,209,685 |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 1. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2024 | 2023 |
| £ | £ |
| (Loss)/profit before taxation | (5,007,248 | ) | 148,067 |
| Depreciation charges | 1,527,268 | 1,176,308 |
| Share option reserve valuation | 1,019,162 | 1,347,552 |
| Unrealised gain on derivative instrument | 123,451 | 46,221 |
| Finance costs | 281,842 | 319,953 |
| Finance income | (27,791 | ) | (13,062 | ) |
| (2,083,316 | ) | 3,025,039 |
| Decrease/(increase) in trade and other debtors | 3,701,218 | (228,542 | ) |
| (Decrease)/increase in trade and other creditors | (297,012 | ) | 615,323 |
| Cash generated from operations | 1,320,890 | 3,411,820 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
| Year ended 31 March 2024 |
| 31/3/24 | 1/4/23 |
| £ | £ |
| Cash and cash equivalents | 4,669,471 | 4,209,685 |
| Year ended 31 March 2023 |
| 31/3/23 | 1/4/22 |
| £ | £ |
| Cash and cash equivalents | 4,209,685 | 3,468,359 |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 1/4/23 | Cash flow | At 31/3/24 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 4,209,685 | 459,786 | 4,669,471 |
| 4,209,685 | 459,786 | 4,669,471 |
| Debt |
| Debts falling due after 1 year | (4,786,578 | ) | (4,300,922 | ) | (9,087,500 | ) |
| (4,786,578 | ) | (4,300,922 | ) | (9,087,500 | ) |
| Total | (576,893 | ) | (3,841,136 | ) | (4,418,029 | ) |
| 4. | MAJOR NON-CASH TRANSACTIONS |
| Share-based payments of £1,019,162 (2023 £1,347,552) are included in administrative expenses and credited to the share option reserve. |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 1. | STATUTORY INFORMATION |
| Icon Solutions (Uk) Ltd. is a |
| 2. | STATEMENT OF COMPLIANCE |
| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. |
| 3. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| These financial statements are presented in UK Sterling being the functional currency of the group. |
| The financial statements are prepared in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), which have been applied consistently. |
| Significant accounting judgements and estimates |
| The Directors have made a number of estimates and assumptions regarding the future, and made some significant judgements in applying the company’s accounting policies. These are discussed below: |
| - Accrued/Deferred income |
| Revenue from services is recognised when the service is provided and the right to consideration earned. To the extent that a service is provided to third parties but no billing made, the amount is recognised as revenue and recorded as accrued income. Billings made in advance of services being provided are recognised as deferred income. |
| - Depreciation on tangible fixed assets |
| Tangible fixed assets are reviewed for impairment if events or circumstances indicate that the carrying value may not be recoverable. |
| -Valuation of stock options |
| Management uses the Black Scholes model to value the share options. The model requires use of assumptions regarding volatility, risk free interest rate, expected term and a calculation of the value of the group. |
| Basis of consolidation |
| The group consolidated financial statements include the financial statements of the company and its subsidiary undertakings made up to 31 March 2024. The accounts are adjusted, where appropriate, to conform to group accounting policies, intra-group sales and profit are eliminated fully on consolidation. |
| Turnover |
| Turnover, which excludes VAT, represents amounts chargeable for services provided to third parties in the |
| normal course of business. Revenue from services is recognised when the service is provided and the right to consideration earned. To the extent that a service is provided to third parties but no billing made, the amount is recognised as revenue and recorded as accrued income. Billings made in advance of services being provided are recognised as deferred income. |
| Interest on bank balances is included when receivable and the amount can be measured reliably by the company; this is normally upon notification of the interest paid or payable by the bank. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Improvements to property | - |
| Computer equipment | - |
| Financial instruments |
| Debtors and creditors with no stated interest rate and receivables or payables within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses. |
| Loans classified as debt instruments are initially measured at transaction price, including transaction costs, and subsequently measured at amortised cost using the effective interest method. |
| Derivative Financial instruments |
| The group uses forward foreign currency contracts to reduce foreign exchange risk. The fair market values of forward exchange contracts are calculated on the basis of the applicable spot market rates compared to the contracted forward contract rate. Gains and losses on contracts are recognised in the income statement in the period in which the transactions occurs. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Intangible assets relating to research and development |
| Research expenditure is written off to the income statement in the year in which it is incurred. |
| Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of the individual projects. In this situation, the expenditure is deferred and amortised over the period during which the company is expected to benefit. |
| The amortisation charge is estimated by the directors according to the estimated useful life of 10 years. The amortisation calculation is reviewed by the directors each year to ensure its suitability. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Hire purchase and leasing commitments |
| Leases that do not transfer all the risks and rewards of ownership are classified as operating leases. Payments under operating leases are charged to the income statement on a straight-line basis over the lifetime of the lease. |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| Share capital |
| Ordinary shares are classified as equity. |
| Impairment |
| Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease. |
| Share options |
| The group operates an EMI share option scheme and an unapproved share option scheme for certain employees, engaging in equity settled share based payment transactions in respect of services received. Details of the options within this scheme are set out in the Share Based Payment Transactions note. |
| It is the policy of the group to grant share options that have an exercise price representing fair market value at the date of grant. Fair market values have been determined using the Black Scholes model, which takes into account the exercise price of the option, the current share price, the risk free interest rate, the expected volatility of the share price over the life of the option and other relevant factors. This in accordance with FRS 102 'Share-based Payment'. |
| 4. | TURNOVER |
| The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the group. |
| An analysis of turnover by geographical market is given below: |
| 2024 | 2023 |
| £ | £ |
| United Kingdom | 18,897,769 | 31,165,019 |
| Europe | 3,145,106 | 4,271,355 |
| Rest of world | 3,188,895 | 1,429,677 |
| 25,231,770 | 36,866,051 |
| 5. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| £ | £ |
| Wages and salaries | 13,942,064 | 17,749,271 |
| Social security costs | 1,665,496 | 2,438,822 |
| Other pension costs | 1,129,944 | 1,183,156 |
| 16,737,504 | 21,371,249 |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 5. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| Administration and operations | 16 | 16 |
| Sales and marketing | 11 | 11 |
| Consultants | 49 | 48 |
| IPF | 76 | 68 |
| Board of Directors | 4 | 4 |
| Share-based payments |
| Share-based payments of £1,019,162 (2023 £1,347,522) are included in administrative expenses and credited to the share option reserve. See note 27 for details of share option movements during the year. |
| 2024 | 2023 |
| £ | £ |
| Directors' remuneration | 66,711 | 57,406 |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes | - | 3 |
| Key management remuneration |
| Key management personnel are those persons who have authority and responsibility for planning and controlling the activities of the group, and are considered to be the directors and the senior leadership team. Staff costs includes compensation paid to key management personnel. |
| Key management personnel remuneration for the year was £1,593,068 (2023 £1,346,348). |
| 6. | OPERATING (LOSS)/PROFIT |
| The operating loss (2023 - operating profit) is stated after charging: |
| 2024 | 2023 |
| £ | £ |
| Other operating leases | 211,442 | 132,792 |
| Depreciation - owned assets | 70,005 | 53,750 |
| Development costs amortisation | 1,457,263 | 1,122,558 |
| Foreign exchange differences | 48,054 | 91,178 |
| Share-based payments | 1,019,162 | 1,347,552 |
| Motor vehicle leasing costs | 313,763 | 84,427 |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 7. | AUDITORS' REMUNERATION |
| 2024 | 2023 |
| £ | £ |
| Fees payable to the company's auditors for the audit of the company's financial statements |
13,500 |
12,300 |
| Total audit fees | 13,500 | 12,300 |
| Taxation compliance services | 10,000 | 10,000 |
| Other non- audit services | 15,513 | 15,000 |
| Total non-audit fees | 25,513 | 25,000 |
| Total fees payable | 39,013 | 37,300 |
| 8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| £ | £ |
| Interest on corporation tax | 1,502 | - |
| 8% preference voting shares | 105,139 | 113,187 |
| 8% preference non-voting shares | 175,201 | 206,766 |
| 281,842 | 319,953 |
| 9. | TAXATION |
| Analysis of the tax credit |
| The tax credit on the loss for the year was as follows: |
| 2024 | 2023 |
| £ | £ |
| Current tax: |
| UK corporation tax | (965,048 | ) | (644,038 | ) |
| Tax - prior years | - | (107,220 | ) |
| Total current tax | (965,048 | ) | (751,258 | ) |
| Deferred tax | (168,845 | ) | 92,944 |
| Tax on (loss)/profit | (1,133,893 | ) | (658,314 | ) |
| UK corporation tax has been charged at 25 % (2023 - 19 %). |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 9. | TAXATION - continued |
| Reconciliation of total tax credit included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2024 | 2023 |
| £ | £ |
| (Loss)/profit before tax | (5,007,248 | ) | 148,067 |
| (Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 19 %) |
(1,251,812 |
) |
28,133 |
| Effects of: |
| Expenses not deductible for tax purposes | 864,650 | 561,405 |
| Capital allowances in excess of depreciation | (1,796 | ) | (13,547 | ) |
| R&D tax credit adjustments | (1,043,990 | ) | (1,220,029 | ) |
| Deferred tax | (168,845 | ) | 92,944 |
| Corporation tax - prior years | - | (107,220 | ) |
| Trading losses carried forward | 467,900 | - |
| Total tax credit | (1,133,893 | ) | (658,314 | ) |
| Tax effects relating to effects of other comprehensive income |
| 2024 |
| Gross | Tax | Net |
| £ | £ | £ |
| Share option valuation | 1,019,162 | - | 1,019,162 |
| Unrealised gain on derivative instrument | 123,451 | - | 123,451 |
| 1,142,613 | - | 1,142,613 |
| 2023 |
| Gross | Tax | Net |
| £ | £ | £ |
| Share option valuation | 1,347,552 | - | 1,347,552 |
| Unrealised gain on derivative instrument | 46,221 | - | 46,221 |
| 1,393,773 | - | 1,393,773 |
| 10. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
| 11. | DIVIDENDS |
| 2024 | 2023 |
| £ | £ |
| Ordinary shares of £0.0001 each |
| Interim | 806,072 | 788,182 |
| Dividends in relation to preference shares are recognised in finance costs as shown in note 8. |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 12. | INTANGIBLE FIXED ASSETS |
| Group |
| Development |
| costs |
| £ |
| COST |
| At 1 April 2023 | 12,656,897 |
| Additions | 3,588,635 |
| At 31 March 2024 | 16,245,532 |
| AMORTISATION |
| At 1 April 2023 | 3,949,479 |
| Amortisation for year | 1,457,263 |
| At 31 March 2024 | 5,406,742 |
| NET BOOK VALUE |
| At 31 March 2024 | 10,838,790 |
| At 31 March 2023 | 8,707,418 |
| Development costs relate to the development of the IPF software product where the costs satisfy the technical, commercial and financial viability of the individual projects. Research expenditure is written off to the income statement in the year in which it is incurred. Amortisation is included within administrative expenses. |
| 13. | TANGIBLE FIXED ASSETS |
| Group |
| Improvements |
| to | Plant and | Computer |
| property | machinery | equipment | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 April 2023 | 70,015 | 24,142 | 466,891 | 561,048 |
| Additions | - | - | 77,192 | 77,192 |
| At 31 March 2024 | 70,015 | 24,142 | 544,083 | 638,240 |
| DEPRECIATION |
| At 1 April 2023 | 70,015 | 24,142 | 354,411 | 448,568 |
| Charge for year | - | - | 70,005 | 70,005 |
| At 31 March 2024 | 70,015 | 24,142 | 424,416 | 518,573 |
| NET BOOK VALUE |
| At 31 March 2024 | - | - | 119,667 | 119,667 |
| At 31 March 2023 | - | - | 112,480 | 112,480 |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 13. | TANGIBLE FIXED ASSETS - continued |
| Company |
| Improvements |
| to | Plant and | Computer |
| property | machinery | equipment | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 April 2023 |
| Additions |
| At 31 March 2024 |
| DEPRECIATION |
| At 1 April 2023 |
| Charge for year |
| At 31 March 2024 |
| NET BOOK VALUE |
| At 31 March 2024 |
| At 31 March 2023 |
| 14. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 April 2023 |
| Additions |
| Impairments | ( |
) |
| At 31 March 2024 |
| NET BOOK VALUE |
| At 31 March 2024 |
| At 31 March 2023 |
| The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
| Subsidiary |
| Registered office: 4th Floor, Tuition House, 27/37 St George's Road, Wimbledon, London, England, SW19 4EU |
| Nature of business: |
| % |
| Class of shares: | holding |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 15. | DEBTORS |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Amounts falling due within one year: |
| Trade debtors | 1,087,029 | 2,572,151 |
| Amounts owed by group undertakings | - | - |
| Other debtors | 106,858 | 387,131 |
| Directors' current accounts | 436,114 | 411,011 | 436,114 | 411,011 |
| Corporation tax | 1,536,774 | 1,365,622 |
| Deferred tax asset | 1,511,621 | 788,931 | 1,082,961 | 788,931 |
| Accrued income | 1,767,698 | 3,891,003 |
| Prepayments | 461,576 | 273,974 |
| 6,907,670 | 9,689,823 |
| Amounts falling due after more than one year: |
| Other debtors | 346,367 | 199,179 |
| Aggregate amounts | 7,254,037 | 9,889,002 |
| During the previous year two directors borrowed £200,000 each from the group. Interest is charged at 1.25% over Bank of England base rate. |
| 16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Trade creditors | 214,324 | 343,933 |
| Tax | 8,472 | 66,039 |
| Social security and other taxes | 470,516 | 605,646 |
| VAT | 32,129 | 620,940 | 32,129 | 620,940 |
| Other creditors | 249,480 | 367,678 |
| Deferred income | 2,266,759 | 861,684 |
| Accrued expenses | 2,433,964 | 3,164,303 |
| 5,675,644 | 6,030,223 |
| 17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Preference shares (see note 18) | 9,087,500 | 4,786,578 |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 18. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Amounts falling due in more than five years: |
| Repayable otherwise than by instalments |
| Preference shares | 9,087,500 | 4,786,578 | 9,087,500 | 4,786,578 |
| Details of Preference Shares shown as liabilities are as follows: |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| 61,736 | A Preference voting 3.5% | £0.0001 | 6 | - |
| 47,269 | A Preference voting 3.5% | £0.0001 | 5 | - |
| 76,203 | A Preference non-voting 3.5% | £0.0001 | 7 | - |
| 47,268 | A Preference voting 8% | £0.0001 | - | 5 |
| 86,313 | A Preference non-voting 8% | £0.0001 | - | 9 |
| 18 | 14 |
| During the year the following preference shares were issued: |
| 61,736 A Preference voting shares of £0.0001 each were allotted as fully paid at a premium of £48.594 per share. |
| 47,269 A Preference voting shares of £0.0001 each were allotted as fully paid at a premium of £48.594 per share. |
| 76,203 A Preference non-voting shares of £0.0001 each were allotted as fully paid at a premium of £48.594 per share. |
| During the year the company bought back 47,268 A Preference voting 8% shares and 83,313 A Preference non-voting 8% shares. |
| Holders of preference shares are entitled to 3.5% fixed cumulative dividends per annum. |
| Holders of preference voting shares are entitled to one vote per share on an as converted basis with the voting ordinary shares at meetings of the company. Preference shares may be converted into an equivalent number of ordinary shares by their holders at any time and will automatically be converted into an equivalent number of ordinary shares upon an IPO where set conditions are met. |
| As at the balance sheet date, the preference shares creditor includes fixed cumulative dividends of £87,500 (2023 - £786,617). |
| 19. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Non-cancellable operating | leases |
| 2024 | 2023 |
| £ | £ |
| Within one year | 472,553 | 375,278 |
| Between one and five years | 276,363 | 524,795 |
| 748,916 | 900,073 |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 19. | LEASING AGREEMENTS - continued |
| Company |
| Non-cancellable operating | leases |
| 2024 | 2023 |
| £ | £ |
| Within one year |
| Between one and five years |
| 20. | SECURED DEBTS |
| Lloyds Bank have an unlimited debenture dated 15/09/2009 incorporating a fixed and floating charge. The amount secured is all monies due or to become due from the group to the bank on any bank account. |
| Lloyds Bank Commercial Finance Limited have an all assets debenture dated 26/09/2023 incorporating a fixed and floating charge. Borrowings drawn under the Receivables Finance Agreement (invoice discounting) are secured against the group's trade debtors. |
| 21. | PROVISIONS FOR LIABILITIES |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Deferred tax |
| Accelerated capital allowances | 29,916 | 28,120 |
| Other timing differences | 2,652,079 | 2,100,030 | - | - |
| 2,681,995 | 2,128,150 | 29,916 | 28,120 |
| Group |
| Deferred |
| tax |
| £ |
| Balance at 1 April 2023 | 2,128,150 |
| Provided during year | 553,845 |
| Balance at 31 March 2024 | 2,681,995 |
| Company |
| Deferred |
| tax |
| £ |
| Balance at 1 April 2023 |
| Provided during year |
| Balance at 31 March 2024 |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 22. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | £0.0001 | 90 | 90 |
| Ordinary non-voting | £0.0001 | - | 3 |
| 90 | 93 |
| During the year the company purchased 33,395 of its own non-voting ordinary shares with a nominal value of £3. |
| Holders of ordinary shares have full rights to dividends and capital distributions. Holders of ordinary voting shares are entitled to one vote per share at meetings of the company. |
| 23. | RESERVES |
| Group |
| Share |
| Retained | Share | option |
| earnings | premium | reserve |
| £ | £ | £ |
| At 1 April 2023 | 5,942,598 | 999,991 | 3,155,769 |
| Deficit for the year | (3,873,355 | ) |
| Dividends | (806,072 | ) |
| Purchase of own shares | - | (999,991 | ) | - |
| Share option reserve | - | - | 1,019,162 |
| At 31 March 2024 | 1,263,171 | - | 4,174,931 |
| Group |
| Fair |
| Other | value |
| reserves | reserve | Totals |
| £ | £ | £ |
| At 1 April 2023 | (1,366 | ) | (123,451 | ) | 9,973,541 |
| Deficit for the year | (3,873,355 | ) |
| Dividends | (806,072 | ) |
| Purchase of own shares | - | - | (999,991 | ) |
| Share option reserve | - | - | 1,019,162 |
| Unrealised gain on derivative | - | 123,451 | 123,451 |
| At 31 March 2024 | (1,366 | ) | - | 5,436,736 |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 23. | RESERVES - continued |
| Company |
| Share | Fair |
| Retained | Share | option | value |
| earnings | premium | reserve | reserve | Totals |
| £ | £ | £ | £ | £ |
| At 1 April 2023 | ( |
) | 10,646,353 |
| Deficit for the year | ( |
) | ( |
) |
| Dividends | ( |
) | ( |
) |
| Purchase of own shares | - | (999,991 | ) | - | - | (999,991 | ) |
| Share option reserve | - | - | 1,019,162 | - | 1,019,162 |
| Unrealised gain on derivative | - | - | - | 123,451 | 123,451 |
| Investment impairment | 13,302,163 | - | - | (13,302,163 | ) | - |
| At 31 March 2024 | ( |
) | (4,701,573 | ) |
| The following describes the nature and purpose of each reserve within equity: |
| Retained earnings | Accumulated retained profits/losses of the group. |
| Share option reserve | Grant date fair value of options to employees but not exercised. |
| Share premium | Premiums received on the issue of share capital. |
| Other reserves | Translation differences arising on consolidation of foreign subsidiaries. |
| Fair value reserve | Gains/losses on revaluation of the group's or company's investments and derivative instruments. |
| 24. | RELATED PARTY DISCLOSURES |
| During the year aggregate dividends of £806,072 (2023 - £759,867) were paid to the directors and their associates. |
| During the previous year two directors borrowed £200,000 each from the group. Interest is charged at 1.25% over Bank of England base rate. The amount owing to the group is shown in current assets. |
| 25. | POST BALANCE SHEET EVENTS |
| In April 2025 the group issued the following preference shares: |
| 85,486 B Preference voting shares of £0.0001 each were allotted at £48.59 per share, totalling £4,153,763. |
| 68,867 B Preference non voting shares of £0.0001 each were allotted at £48.59 per share, totalling £3,346,247. |
| After the year end the group granted 33,047 share options with an exercise price of £9.94. |
| 26. | ULTIMATE CONTROLLING PARTY |
| There is no ultimate controlling party. |
| ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 27. | SHARE-BASED PAYMENT TRANSACTIONS |
| The following share options are in issue at the year end: |
| 2024 | 2023 |
| Enterprise Management Incentive (EMI) Options: |
| Outstanding at the beginning of the year | 98,555 | 86,742 |
| Granted during the year | 36,453 | 38,639 |
| Transferred during the year | - | (24,295 | ) |
| Lapsed or cancelled during the year | (14,134 | ) | (2,531 | ) |
| Outstanding at the end of the year | 120,874 | 98,555 |
| Vesting period (from date of grant) | 0-1 years | 0-1 years |
| Exercise price per ordinary share | £1.61-£5.99 | £1.61-£5.99 |
| 2024 | 2023 |
| Unapproved Options: |
| Outstanding at the beginning of the year | 28,873 | 10,795 |
| Granted during the year | 1,553 | 1,295 |
| Transferred during the year | - | 24,295 |
| Lapsed or cancelled during the year | (2,127 | ) | (7,512 | ) |
| Outstanding at the end of the year | 28,299 | 28,873 |
| Vesting period (from date of grant) | 0-1 years | 0-1 years |
| Exercise price per ordinary share | £1.61-£5.99 | £1.61-£5.99 |
| In arriving at the fair value, each grant of an option is valued separately using Black Scholes Model and the resulting fair value charged to the profit and loss over the vesting period. |
| The expected life used in the model has been adjusted, based on management's best estimate for the effects on non-transferability, exercise restriction and behavioural considerations. |
| The following table lists the assumptions used in the model for the EMI share options: |
| 2024 | 2023 |
| Expected volatility | 20% | 20% |
| Risk free interest rate | 0.75%-5.25% | 0.75%-4.25% |
| Expected life of option (years) | 5,10 | 5,10 |
| Exercise price (approved) | £1.61-£9.73 | £1.61-£5.99 |
| Expected dividends | None | None |
| The following table lists the assumptions used in the model for the unapproved share options: |
| 2024 | 2023 |
| Expected volatility | 20% | 20% |
| Risk free interest rate | 0.75%-5.25% | 0.75%-4.25% |
| Expected life of option (years) | 5,10 | 5,10 |
| Exercise price (approved) | £1.61-£9.73 | £1.61-£1.92 |
| Expected dividends | None | None |
| Share-based payments of £1,019,162 (2023 £1,347,552) are included in administrative expenses and credited to the share option reserve. |
| After the year end the group granted an additional 33,047 share options with an exercise price of £9.94. |