The directors present the strategic report for the year ended 30 September 2024.
Group Overview
ICF Group is a diversified group with operations spanning commercial subcontracting, labour provision, and the development and operation of a digital platform designed to support workforce supply chain compliance.
Group companies deliver services across construction, infrastructure, transport, and other commercial sectors. This combination of operational expertise and technology-led compliance capability enables ICF Group to offer scalable, integrated solutions to clients and subcontractors across the UK.
The 2024 financial year marked continued growth and operational strengthening across all subsidiaries, driven by a combination of organic performance, improved platform engagement, enhanced management capability, and strategic collaboration between group entities.
Group operations were delivered through a broad portfolio of trading subsidiaries, including Indigo Service Solutions Limited, Beaver Management Services Limited, and FRS Contractor Solutions Limited, among others. While these three entities are subject to statutory audit, the Group comprises a wider range of companies contributing to its overall commercial, operational, and technological activities.
Group Performance and Financial Review
The Group delivered strong financial performance for the year ended 30 September 2024, with consolidated turnover increasing to approximately £516 million (2023: £452 million). Growth was achieved across a broad portfolio of trading subsidiaries, driven by both organic expansion and enhanced operational collaboration across the Group.
Key contributors to this performance included:
Indigo Service Solutions Limited, which recorded 7% revenue growth through new client wins and platform-led service efficiencies
FRS Contractor Solutions Limited, which delivered a 28% increase in revenue, supported by operational improvements and client retention
Beaver Management Services Limited, which delivered strong margins and profit outperformance, with revenue broadly consistent after adjusting for the shorter 12-month reporting period versus 16 months in the prior year
Alongside these audited entities, other group companies also contributed to overall growth, profitability, and cash generation. These include specialist subcontracting businesses, labour supply entities, and the technology division, which provides platform-based compliance and workforce management tools.
Group profit before tax improved year-on-year, reflecting strengthened operational control, scalability across core functions, and the ongoing benefit of synergy initiatives between group companies.
The Group closed the financial year with strong net asset and cash positions. Surplus cash generated in certain subsidiaries was deployed under centralised treasury arrangements to support liquidity, reduce external borrowing, and lower overall interest costs across the Group.
Group Strategy
The Group’s strategy remains focused on:
Strengthening its position in core sectors through operational excellence and client service
Leveraging cross-company collaboration to enhance client offering and scale
Investing in technology and digital platforms to improve service delivery and engagement
Expanding senior leadership capability to support growth and strategic resilience
Maintaining a conservative financial position and improving funding flexibility
The year also saw a strategic review of group funding arrangements, resulting in selective asset disposals and internal cash reallocation to improve liquidity.
There are a number of potential risks and uncertainties which could have an impact on the group’s performance. These risks and uncertainties are monitored by the Board on a regular basis.
The Board and management team consider the risk implications of all significant business decisions and risks are re-assessed on a regular basis to ensure that any changes in the group’s operations, or the external environment, are identified and appropriately managed. The key risks affecting the business are as follows:
- Macroeconomic Conditions: Demand for subcontracting and labour services is tied to economic activity and public sector investment. The Group maintains strong client relationships, diverse end-markets, and frameworks that support resilience.
- Labour Supply: Labour shortages, competition, or regulatory change (e.g. immigration rules) can impact contract fulfilment. The Group mitigates this through subcontractor network investment, internal workforce planning, and sector-specific retention strategies.
- Financial Risk and Liquidity: Group cash flow is highly sensitive to customer payment behaviour. Active credit control, cash forecasting, and intra-group funding flexibility mitigate this risk.
- Regulatory and Legislative Risk: Changes in employment law (e.g. IR35, CIS) or the proposed Employment Rights Bill could affect cost structures and compliance burdens. The Group works with legal and HR experts to ensure readiness and alignment.
- Digital Platform Risk: Continued digitisation of services across the Group increases exposure to IT availability and cybersecurity threats. The Group invests in robust systems, redundancy, and cybersecurity protocols.
- Operational Risk: High service standards are essential to group performance, particularly given the volume-driven, time-sensitive nature of subcontracting and labour provision. The Group mitigates this risk through staff development, scalable digital infrastructure, and continued investment in quality processes. In addition, the Group works closely with an external IT advisory partner to support system performance, resilience, and security across its platforms.
- Health & Safety: Operating in construction and subcontract environments brings safety and insurance risks. All companies adhere to rigorous compliance frameworks and require subcontractors to do the same.
The group has made good progress in its digital resilience and transformation plans by shifting the way it engages with its customers and subcontractors to its digital platform.
The group made significant changes and investment to internal systems and restructured some departments to prioritise staff wellbeing whilst maintaining service quality at a high level.
Group management monitors a range of financial and operational KPIs. Key indicators in 2024 included:
Group Turnover (consolidated): £516 million (2023: £452 million) – driven by growth across all operating subsidiaries.
Gross Profit Margins: Margins were stable or improved in several key entities, with overall group-level margin management remaining a continued focus.
Cash Conversion: Strong cash generation, with positive net cash positions across the Group.
Platform Engagement: Increased digital usage, particularly within Indigo, supporting operational scalability.
Staff Retention: Retention remained strong across core companies, supported by consistent internal communication and a focus on maintaining positive working environments
Future Outlook
The Group enters FY25 in a strong position, with continued revenue growth forecast across its portfolio of trading subsidiaries. Positive trading momentum, strengthened operational foundations, and increasing cross-group collaboration provide a strong platform for further expansion.
Investments across the Group — including enhancements to leadership capability, technology infrastructure, and compliance systems — are expected to support performance resilience and scalability. The Group will continue to evolve its digital platform offering to meet growing demand for workforce compliance and supply chain management tools.
As part of its funding strategy, the Group is reviewing potential equity and debt funding options to support strategic growth and enhance working capital flexibility. It is also focused on optimising intra-group funding arrangements to ensure efficient use of cash resources across all entities
Statement by the Directors in performance of their statutory duties in accordance with section 172 (1) of the Companies Act 2006.
The Board considers the interests of a range of stakeholders impacted by our business and recognises that valuable stakeholder engagement underpins our ability to achieve our purpose and strategic plans.
The directors of ICF Group Limited confirm that they have acted in accordance with their duties under Section 172(1) of the Companies Act 2006. This includes promoting the long-term success of the Group for the benefit of its members as a whole, while having regard to the interests of employees, customers, suppliers, and other stakeholders; the impact of the Group’s operations on the community and the environment; and the need to maintain high standards of business conduct and act fairly between members.
The Board takes stakeholder interests and long-term consequences into account when making key strategic and operational decisions. During the year, this included:
• Strategic disposals, including the Group’s interest in Credas Technologies Ltd to strengthen liquidity and reduce gearing
• Ongoing investment in the Group’s digital compliance platform to improve functionality, client engagement, and service scalability
• Review and refinement of group funding structures to enhance working capital flexibility and reduce reliance on secured debt
• Strengthening of senior leadership teams across subsidiaries to support long-term growth, oversight, and risk management
• Enhanced collaboration between trading and platform-focused subsidiaries to improve cross-group value creation
• Monitoring of employee engagement and implementation of initiatives to support a high-performance culture
Disposal of Subsidiary – Credas Technologies Ltd
In November 2024, the Group disposed of its 65.7% holding in Credas Technologies Ltd, generating a gain of £5.2 million recognised in the consolidated income statement. No trading results were consolidated up to the date of disposal.
At disposal, net liabilities of £3.1 million were deconsolidated, along with a non-controlling interest of £0.7 million and goodwill of £6.5 million. The total consideration was £9.3 million, comprising £4.45 million in cash and £4.87 million in deferred and deferred contingent consideration.
Disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
The Group is committed to fostering a collaborative and high-performance environment across its companies. During the year:
• Employee wellbeing and engagement remained a core focus, particularly in high-growth entities
• HR processes were strengthened, including improved policy frameworks, onboarding practices, and training development
• Informal staff forums and regular communications supported employee voice and morale
• Customers and Subcontractors: Strong customer relationships were maintained across operating businesses. Client feedback informed platform enhancements and service model adjustments. Subcontractor engagement processes were refined to ensure compliance and fulfilment.
• Lenders and Shareholders: The Group maintains active dialogue with funding partners and shareholders. Regular performance reviews and strategy discussions supported transparency and aligned interests.
• Suppliers and Business Partners: Supplier relationships were managed carefully, with a focus on operational continuity and adherence to agreed standards.
• Community and Environment: The Group supported local initiatives and reviewed environmental impacts as part of broader efforts to ensure sustainability and responsible growth.
Community and environment
The Board is mindful of the impact the groups operations may have upon the community environment and incorporate various activities and charitable donations into the strategy the group has, in order to maintain good community relations.
Non-Financial and Sustainability Information (NFSI) Statement
Governance
The Board of Directors recognises that climate-related risks and opportunities are becoming increasingly relevant to the long-term sustainability of the Group.
At present, formal governance structures to oversee climate-related matters are in the early stages of development.
Responsibility for considering emerging risks, including those related to climate change, currently sits jointly with the Group CEO and CFO, who oversee broader strategic and financial risk across the Group. The Board expects to formally review climate-related risks at least annually as part of the Group’s risk review cycle.
Risk Management
The Group does not currently operate a standalone process for the identification and assessment of climate-related risks and opportunities.
Climate-related issues are, however, considered within the Group’s general risk management framework, particularly where they may give rise to operational disruption, reputational impact, or increased regulatory scrutiny.
During the next financial year, the Group intends to enhance its risk identification and assessment processes to more explicitly consider climate-related matters.
Integration with Risk Management
At this stage, climate-related risks are not explicitly separated from other business risks in our risk register or risk management processes.
The Group acknowledges that integration of climate-related risk considerations into its broader enterprise risk management framework is an area for development and intends to assess options for this integration in the coming year.
Principal Climate-Related Risks and Opportunities
The Group operates primarily in the construction sector and related services, and acknowledges that climate change may give rise to both transition risks (e.g. changes in environmental regulation, legal obligations, or stakeholder expectations) and physical risks (e.g. extreme weather events impacting sites, logistics and supply chains).
To date, the principal climate-related risks and opportunities have not been formally assessed. Accordingly, no categorisation by time horizon (short-, medium-, or long-term) has yet been developed.
The Group intends to begin a structured assessment of these risks and opportunities during the next financial year and to determine appropriate time horizons for ongoing analysis.
Omission of Further Disclosures
In accordance with s414CB(4A) of the Companies Act 2006, the Directors have considered the nature of the Group’s business and the manner in which it is carried on and do not believe that disclosure of the information required by sections 5 to 8 of the climate-related financial disclosure requirements is necessary for an understanding of the Group’s business at this time.
The Group is at an early stage in its climate-related disclosure journey and has not yet set specific climate-related targets, conducted formal scenario analysis, or developed KPIs related to climate risk.
As the Group’s approach to sustainability matures, it expects to revisit this assessment in future years.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 September 2024.
The results for the year are set out on pages 13 to 14. The results are discussed in the Strategic Report.
Ordinary dividends were paid amounting to £2,773,268. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
This is discussed in the Strategic Report.
Subsequent to the balance sheet date, the Group was informed of a proposed creditors' voluntary liquidation of Who Knows Wins Ltd, an entity in which Indigo Service Solutions Limited holds a £100,000 investment.
The directors are currently assessing the impact of this development. While the final outcome of the liquidation process is yet to be confirmed, it is expected that the carrying value of the investment may need to be impaired in full in a future reporting period. This does not affect the Group’s ability to continue as a going concern.
On 20 February 2025, Indigo Service Solutions Limited sold its investment property to a shareholder for £900,000.
PKF Francis Clark were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put forward at a General Meeting.
As no company within the group has consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
The group had net current liabilities at 30 September 2024 of £771,252 (2023: £15,096,821). The group had net assets at 30 September 2024 of £8,764,637 (2023: £3,920,558), this includes goodwill of £7,827,296 (2023: £14,759,636).
The group had cash at bank at 30 September 2024 of £3,762,872 (2023: £2,953,831).
The consolidated financial statements have been prepared on a going concern basis.
The directors have assessed the Group’s financial position, forecast trading performance, and liquidity for a period of at least 12 months from the date of approval of these financial statements. Based on this review, they have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.
As at 30 September 2024, the Group held a strong net asset and cash position, with positive trading performance across a broad portfolio of subsidiaries. Forecasts prepared by the directors indicate that the Group will continue to be profitable and cash generative, supported by a diversified business model and continued demand across key sectors including subcontracting, labour provision, and compliance technology.
Detailed budgets and financial forecasts have been prepared for each operating company and reviewed on a consolidated basis. These incorporate trading assumptions, working capital requirements, cost management initiatives, and known post-year-end developments. Weekly cash flow forecasts are used to monitor liquidity at a group level, allowing for early identification and mitigation of potential risks.
The Group operates a centralised treasury function, which enables surplus cash generated by certain subsidiaries to be reallocated efficiently to support other parts of the Group. This approach has enhanced working capital flexibility, reduced borrowing costs, and helped maintain overall financial resilience.
During the year and post year-end, the Group completed certain strategic disposals to strengthen liquidity and reduce gearing. These included the disposal of an investment in a technology business and the sale of a group-held investment property. Both transactions generated material cash proceeds, which were used to support working capital and reduce secured debt exposure.
The directors have also considered the principal risks facing the Group — including macroeconomic conditions, labour market pressures, client payment behaviour, and compliance risks — as part of the going concern assessment. While some uncertainty remains inherent in future trading, the directors are confident that the Group has sufficient flexibility and mitigating actions available should adverse scenarios arise.
No material uncertainties have been identified that would cast significant doubt on the Group’s ability to continue as a going concern.
Accordingly, the directors consider it appropriate to adopt the going concern basis of accounting in preparing the consolidated financial statements.
We have audited the financial statements of ICF Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for 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 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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.
As part of our planning we obtained an understanding of the legal and regulatory framework that is applicable to the group. We gained an understanding of the industry in which the group operates as part of this assessment to identify the key laws and regulations affecting the group. As part of this, we reviewed the group's website for indication of the regulations and certifications in place and discussed these with the relevant individuals responsible for compliance.
The key regulations we identified were employment law, health and safety regulations, and tax legislation. We have also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the UK Generally Accepted Accounting Practice and the Companies Act 2006.
We discussed with management how the compliance with these laws and regulations is monitored and discussed policies and procedures in place. As part of our planning procedures, we assessed the risk of non-compliance with laws and regulations on the company's ability to continue operating and the risk of material misstatement to the accounts. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:
- Enquiries of management regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements.
- Review the legal and professional costs to identify any possible non-compliance or legal costs in respect of non-compliance.
- Engaged our tax specialists to review the compliance with corporate and employment tax legislation.
As part of our enquiries, we discussed with management whether there had been any instances of known or alleged fraud. We remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
We assessed the susceptibility of the financial statements to material misstatements through management override or fraud and obtained an understanding of the controls in place to mitigate the manipulation of the financial statements. The key risk we identified was manipulation of results with the principle risks relating to overstatement of revenue to present a more favourable commercial position. Based upon our understanding we designed and conducted audit procedures including:
- We audited the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.
-We challenged assumptions and judgements made by management in its significant accounting estimates, in particular around provisions and accruals.
- Performed accuracy and cut off procedures on long term contracts.
- Performed existence testing on revenue recognised in the year.
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. 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 omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are less likely to become aware of instances of non-compliance with laws and regulations that are closely related to events and transactions reflected in the financial statements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £3,311,123 (2023 - £892,028 profit).
ICF Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Bradbury House, Mission Court, Newport, Gwent, United Kingdom, NP20 2DW and its principal place of business is Harlequin House, 7 High Street, Teddington, TW11 8EE.
The group consists of ICF Holdings Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being the parent of a group that prepares publicly available consolidated financial statements, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company ICF Holdings Limited together with all entities controlled by the parent company (its subsidiaries). The merger method has been used for the acquisition of Indigo Service Solutions Limited since the acquisition met all of the criteria for merger accounting to apply under FRS 102, Section 19: Business combinations. This presents ICF Holdings Limited as if it had always been the parent of the group.
The purchase method has been used for other business combinations, including the acquisition of Beaver Management Solutions Limited and associated entities in the prior year.
All financial statements are made up to 30 September 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
The group had net current liabilities at 30 September 2024 of £771,252 (2023: £15,096,821). The group had net assets at 30 September 2024 of £8,764,637 (2023: £3,920,558), this includes goodwill of £7,827,296 (2023: £14,759,636).
The group had cash at bank at 30 September 2024 of £3,762,872 (2023: £2,953,831).
The consolidated financial statements have been prepared on a going concern basis.
The directors have assessed the Group’s financial position, forecast trading performance, and liquidity for a period of at least 12 months from the date of approval of these financial statements. Based on this review, they have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.
As at 30 September 2024, the Group held a strong net asset and cash position, with positive trading performance across a broad portfolio of subsidiaries. Forecasts prepared by the directors indicate that the Group will continue to be profitable and cash generative, supported by a diversified business model and continued demand across key sectors including subcontracting, labour provision, and compliance technology.
Detailed budgets and financial forecasts have been prepared for each operating company and reviewed on a consolidated basis. These incorporate trading assumptions, working capital requirements, cost management initiatives, and known post-year-end developments. Weekly cash flow forecasts are used to monitor liquidity at a group level, allowing for early identification and mitigation of potential risks.
The Group operates a centralised treasury function, which enables surplus cash generated by certain subsidiaries to be reallocated efficiently to support other parts of the Group. This approach has enhanced working capital flexibility, reduced borrowing costs, and helped maintain overall financial resilience.
During the year and post year-end, the Group completed certain strategic disposals to strengthen liquidity and reduce gearing. These included the disposal of an investment in a technology business and the sale of a group-held investment property. Both transactions generated material cash proceeds, which were used to support working capital and reduce secured debt exposure.
The directors have also considered the principal risks facing the Group — including macroeconomic conditions, labour market pressures, client payment behaviour, and compliance risks — as part of the going concern assessment. While some uncertainty remains inherent in future trading, the directors are confident that the Group has sufficient flexibility and mitigating actions available should adverse scenarios arise.
No material uncertainties have been identified that would cast significant doubt on the Group’s ability to continue as a going concern.
Accordingly, the directors consider it appropriate to adopt the going concern basis of accounting in preparing the consolidated financial statements.
Turnover represents total recharged direct labour costs and associated administration fee, net of value added tax.
The company operates as a principal and therefore records its income gross, without the deduction of associated direct labour costs.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
Where merger accounting has been applied investments are recorded at cost or the nominal value of shares issued to acquire the entity.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Debtors and creditors with no stated interest rate and receivable or payable 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.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Valuation of investment properties
The group carries its investment property at fair value in accordance with FRS 102. The investment property was acquired in 2018 for £938,532; the carrying value at 31 March 2018 was estimated to be £1,255,015. This was subsequently revalued in prior years to £1,400,000 and changes in the fair value of investment properties are recognised in profit or loss. The valuation was carried out by the directors based on comparable market data based on prices of similar properties in the surrounding area. Clearly this involves significant judgement from the directors.
As at 30 September 2024, the fair value of the investment property remains at £1,400,000.
On 20 February 2025, Indigo Service Solutions Limited sold its investment property to a related party for £900,000 and despite this being less than carrying value the directors have concluded that no impairment to the carrying value of the property was required at the year end.
Goodwill
Indigo Service Solutions Limited acquired an additional interest in FRS Contractor Solutions Limited in previous years via a share for share exchange, taking the groups stake to 73%. Indigo Service Solutions Limited shareholders and the shareholders of FRS Contractor Solutions Limited jointly agreed that the fair value of the share consideration was £1.0m. The value was determined based on valuation techniques and the estimation of future cashflows to be generated over a number of years. As part of the group reorganisation in 2022 Indigo Service Solutions Limited transferred its shareholding to ICF Holdings Limited. The estimation of fair value requires a combination of assumptions including future revenue and profitability.
Indigo Service Solutions Limited acquired 65.7% of Credas Technologies Ltd in previous years via a share for share exchange. Indigo Service Solutions Limited shareholders and the shareholders of Credas Technologies Ltd. jointly agreed that the fair value of Credas at the date was £15.0m on the basis that Credas is at the advanced stages of developing software that is expected to be commercially successful. The value of the software is not recognised in the books of Credas as this is an internally generated intangible asset. The value was determined based on valuation techniques and the estimation of future cashflows to be generated over a number of years. The estimation of fair value requires a combination of assumptions including future revenue and profitability. During the year the group sold its interest in Credas Technologies Ltd and therefore the goodwill associated to this company has been disposed of.
Indigo Service Solutions acquired 85% of Beaver Management Services Limited and its subsidiaries for approximately £9.5m in the prior year, this includes goodwill of approximately £7.4m. The board had estimated that the economic life of the goodwill is 10 years, clearly this involves significant judgement. During the year the investment in Beaver Management Services Limited was transferred to BMSL Group Holdings Limited, via ICF Holdings Limited.
The fair value and carrying value of these includes significant judgement and estimation uncertainty and variations in assumptions could have a significant impact on the company value and hence the company's net assets.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
A key area of judgement for the group is the assessment of whether it acts as principal or agent in the provision of its services. This determination involves evaluating the level of control the group has over the service before it is transferred to the customer, exposure to credit or pricing risk, and responsibility for the fulfilment of the service. This assessment has a material impact on the presentation of revenue in the financial statements.
Development costs are capitalised when the directors believe that the technical, commercial and financial feasibility can be demonstrated. At 30 September 2024, £nil (2023: £849,038) of development costs had been capitalised.
Capitalised development costs are being amortised over 10 years.
The assessment of technical, commercial and financial feasibility involves significant judgement. The choice of useful economic life also includes significant judgement and the choice of life can have a significant effect on the group's results.
All of the group’s turnover arises in the United Kingdom.
The average monthly number of persons (including directors) employed by the group and company during the year was:
The average monthly number of subcontractors employed by the group and company during the year was:
There are no exceptional items in the current year. Exceptional costs in the prior year relate to expenses of £593,441 relating to share based payments made by the company's subsidiary Credas Technologies Ltd. A credit of the same amount has been reflected in equity (credited to the SOCIE).
Amortisation charge is made up of £79,487 (2023: £364,090) on development costs and £456,496 (2023: £946,264) on goodwill.
During the year, ICF Holdings Limited disposed of 100% of it shareholding in Credas Technologies Ltd. See note 31 for full details.
The company paid on average £268 per share for A Ordinary shares and £392 per share for Ordinary shares.
The company declared dividends of £289 per share for A Ordinary shares and £193,697 were waived.
The company declared dividends of £434 per share for Ordinary shares and £42,000 were waived.
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Included within disposals are the assets that were disposed of as part of the sale of Credas Technologies Ltd. See note 31 for further detail.
Investment property comprises properties held by the company for capital appreciation. The fair value of the investment property has been arrived at on the basis of a valuation carried out by the directors at the year end. The valuation was made on an open market value basis, this is discussed further in critical accounting judgements and estimation uncertainty in the accounting policies.
The bank loan within the financial statements is secured against the investment property.
On 20 February 2025, Indigo Service Solutions Limited sold its investment property to a shareholder for £900,000 and despite this being less than carrying value the directors have concluded that no impairment to the carrying value of the property was required at the year end.
Other investments relate to a 5% holding in a limited company, which has been disposed of post year-end. Please refer to the director's report on page 6 for the post balance sheet events.
Details of the company's subsidiaries at 30 September 2024 are as follows:
Registered office addresses (all UK unless otherwise indicated):
During the year, the following companies Haymans Hall Limited, ISCA Ireland Limited, Condrington Limited and Indigo Platform Ireland Limited went into liquidation resulting in a disposal of 100% of the company's investment in those entities.
Indigo Tech Holdings Limited and ISCA Tech Limited were dissolved post year end.
The group agrees to guarantee the liabilities of Indigo Platform Limited (12589888), Gatsby Platform Limited (14079034), BMSL Group Holdings Limited (15533599), BEMA Rail Training Limited (07582168), Manley Summers Limited (01959035), UK Rail Limited (08652776), BMSL Contracting Ltd (06553503) and LEC5 Rail Personnel Limited (08296571), thereby allowing these companies to take exemption from an audit under Section 479A of the Companies Act 2006.
On the 1 March 2024, ICF Holdings Limited acquired a controlling interest in BMSL Group Holdings Limited and became the parent company.
On the 14 March 2024, Indigo Service Solutions Limited transferred its 85% shareholding in Beaver Management Services Limited to ICF Holdings Limited.
On the 15 May 2024, a group reorganisation took place whereby ICF Holdings Limited transferred its 85% shareholding in Beaver Management Services Limited to BMSL Group Holdings Limited.
On 2 November 2023, 100% of the shareholding in Credas Technologies Ltd was disposed of. See note 31 for further detail on the disposal.
On 1 June 2024 Nova Platform Solutions Limited was incorporated and became a joint venture of Gatsby Platform Limited. Gatsby Platform Limited is 87.5% owned by ICF Holdings Limited giving it an indirect share of the joint venture of 43.75%
Details of joint ventures at 30 September 2024 are as follows:
Investments in jointly controlled entities are accounted for using the equity method as required by FRS 102 Section 15 'Investments in Joint Ventures'. At the year end the carrying amount of investments in jointly controlled entities was written down to £nil due to share of losses exceeding the investment. The remainder of the share of losses has been provided for within provisions.
Included within other debtors due after more than one year is an amount due as a result of an earn out on the disposal of its subsidiary, Credas Technologies Ltd.
At the balance sheet date, the group had the following borrowings:
- A bank loan secured against the investment property held within the financial statements.
Post year end, on 20 February 2025, the investment property was sold and the bank loan was repaid in full.
- Other loans are secured on trade receivables. The facility is with recourse, and the associated receivables remain recognised on the balance sheet. The facility is repayable on demand and bears interest at a variable rate.
Share of joint venture losses from Nova Platform Solutions Limited has been recognised as a provision as the share of losses exceeded the investment held.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
At the period end the group had outstanding pension contributions of £36,336 (2023: £73,053), this amount being included within creditors due within one year.
Ordinary shares and A Ordinary shares are both entitled to dividends and have full voting rights.
On 1 April 2023 100 A Ordinary shares of £1 each were bought back for consideration of £140,000.
On 2 November 2023 the group disposed of its 65.7% holding in Credas Technologies Ltd. Included in these financial statements are losses of £nil arising from the company's interests in Credas Technologies Ltd up to the date of its disposal. No amounts for Credas Technologies Ltd have been included within the current year profit and loss account up to the date of disposal.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The share premium account represents the excess of the fair value of shares issued over the nominal value.
The capital redemption reserve represents the nominal value of shares redeemed.
The merger reserve represents the difference between the nominal value of shares issued and the nominal value plus premium of shares acquired.
The share based payment credit relates to shares issued to employees of Credas Technologies Ltd, during the prior year (the "cost" has been recognised in the profit and loss account as an exceptional item). Credas Technologies Ltd was disposed of in the current year and any previous adjustments noted through the P&L reserve has been included within the gain on sale of subsidiary.
The remuneration of key management personnel is as follows.
The directors operate a current loan account with the group. The balance outstanding at the year end amounted to £1,597,366 owed from the directors (2023: £198,784 owed to the directors) and is included in debtors falling due within one year.
Included in other debtors, is a loan receivable from Nova Platform Solutions Limited, a company under a joint venture arrangement with Gatsby Platform Limited. At the year end, the balance outstanding was £28,950 (2023 - £Nil), this amount being included in debtors: amounts falling due within one year.
Dividends totalling £217,000 (2023 - £0) were paid in the year in respect of shares held by the company's directors.