The directors present the strategic report for the year ended 30 September 2024.
The principal activity of the company remained the provision of commercial subcontracting services.
The year saw continued momentum across the business, reflecting the strength of Indigo Service Solutions’ position within the commercial subcontracting sector. Growth was driven by the successful onboarding of new clients, alongside deeper engagement and increased demand from the existing customer base. This expansion was supported by a sustained focus on service quality, operational responsiveness, and delivery reliability — all of which remain central to the company’s reputation in a highly competitive market. To meet the rising volume of work, the company expanded its subcontractor base, ensuring it could maintain performance standards while scaling operations. The company’s continued development of its digital platform also contributed to improved service delivery by enhancing communication, simplifying onboarding, and streamlining engagement with both clients and subcontractors. This combination of scalable resource and technology-enabled service has further strengthened the company’s position in the market.
Several business development staff have now successfully completed their training periods and are expected to contribute to client acquisition and revenue growth in the coming year. In parallel, the synergy strategy between Indigo Service Solutions and the recently acquired BMSL Group is beginning to gather pace. The companies are increasingly working together to offer cross-services to their respective client bases, which is expected to further enhance group-wide value creation and market reach.
Turnover for the year grew to £410,885,653, a 7% increase from the prior year (2023 – £384,122,880). Profit for the year rose to £1,497,304 (2023 – £921,830), demonstrating improved trading performance.
At the balance sheet date, the company held net current assets of £10,552,754 (2023 – £2,724,891) and net assets of £11,027,588 (2023 – £12,663,388).
Going concern
The financial statements have been prepared on a going concern basis. At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. This conclusion is based on a detailed assessment of the company’s current financial position, future forecasts, liquidity requirements, and potential risks.
Profitability and Trading Performance
The company has continued to operate profitably, generating positive results for the year ended 30 September 2024. Since the year end, trading has remained strong and in line with expectations. The May 2025 management accounts report a 6.4% year-on-year increase in turnover and an 8.98% increase in gross profit. June 2025 was a record month for the business based on its most widely used key performance indicator, and overall profitability is currently tracking ahead of budget for the financial year to date.
Forecasting and Liquidity Management
Detailed budgets and financial forecasts have been prepared as part of the going concern assessment, covering a period of at least 12 months from the date of approval of the financial statements. These forecasts reflect continued revenue growth and profitability, underpinned by strong trading performance and a healthy pipeline of opportunities. Growth in operations is expected to increase working capital requirements, and the directors are actively assessing the company’s funding and operational needs to ensure appropriate resources are in place to support this expansion.
In addition, weekly cash flow forecasts are reviewed by management to monitor short-term liquidity and ensure that any emerging risks are identified and addressed promptly.
Funding Structure
The company is funded through a combination of retained earnings and external facilities. The directors regularly monitor the company’s liquidity position and maintain close relationships with banking partners to ensure that sufficient funding is available to support ongoing operations. As the business grows, the directors are exploring options to expand existing facilities or secure new funding arrangements to meet increasing working capital needs and maintain financial flexibility.
The company is also part of the ICF Group, which operates an integrated treasury function. The going concern assessment takes into account the financial position and ongoing support of the wider Group, including access to intra-group funding arrangements where required.
Disposals to Support Liquidity
To enhance the company’s liquidity position and reduce reliance on debt, the directors have taken active steps, including:
The disposal of the company’s investment in Credas Technologies Ltd, held within the ICF Group. This transaction completed in November 2023, with the company receiving a loan repayment of £5.5 million, separate from the consideration received by its parent company, ICF Holdings Ltd.
The disposal of an investment property since the year end, which released further cash resources and enabled the repayment of a secured loan linked to the asset.
Principal Risks and Mitigating Actions
The directors acknowledge that there is inherent uncertainty in the ability to achieve forecasts. Key risks include slower-than-expected growth or unforeseen delays in customer payments. If performance were to fall significantly below forecast, the directors have identified mitigating actions which may include:
Cost reductions and operational efficiencies
Deferral of discretionary expenditure
Negotiation of revised terms with customers
Tighter working capital management
Phasing or deferral of planned growth initiatives
Review of pricing or margin strategy to improve profitability or competitiveness in response to market conditions
Assessment Period and Post-Year-End Events
The directors have considered events occurring after the reporting period up to the date of approval of these financial statements. These include the successful disposals noted above and continued positive trading performance. No events have been identified that cast significant doubt on the company’s ability to continue as a going concern.
Conclusion
Having assessed the company’s financial position, forecasts, and liquidity risk, the directors are satisfied that the company will be able to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements. They have therefore adopted the going concern basis in preparing the financial statements.
The directors confirm that there are no material uncertainties that would cast significant doubt on the company’s ability to continue as a going concern.
There are a number of potential risks and uncertainties which could have an impact on the company’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 company’s operations, or the external environment, are identified and appropriately managed. The key risks affecting the business are as follows:
• Economic Conditions: Market demand for subcontracting services can be affected by broader economic factors. The company continues to offer value-added services and maintains strong customer relationships to manage demand fluctuations.
• Operational Risk: Service delivery is dependent on the quality and efficiency of operations. Staff training, digital system enhancements, and investment in supply chain accessibility are key mitigants.
• Personnel Risk: High-performing, well-trained staff remain critical to success. Recruitment, retention, and succession planning are reviewed regularly, with a focus on employee wellbeing and development.
• Financial Risk: The business is exposed to risks relating to cash conversion and customer payment behaviour. Regular forecasting, group treasury support, and credit insurance are used to mitigate these risks. The company also proactively manages its gross margin and liquidity.
• Regulatory and Legal Risk: The company ensures ongoing compliance with employment laws and other regulations, working closely with its clients and subcontractors.
• Funding and Liquidity Risk: Growth has increased the need for working capital. The company monitors funding needs and is actively reviewing its financing arrangements to support future expansion.
• Labour Supply Risk: The company is highly dependent on access to a reliable and skilled subcontractor workforce. Labour shortages, increasing competition for subcontractors, or shifts in labour availability (e.g. due to immigration policy changes or macroeconomic conditions) could affect the company’s ability to fulfil client contracts on time and to expected standards.
• Compliance and Employment Status Risk: Changes in employment law or HMRC rules (e.g. IR35 legislation) relating to the status of subcontractors may impact cost structures and contractual relationships. The company monitors legal developments closely and works with advisers to remain compliant.
• Technology & Platform Risk: As the company continues to digitise client and subcontractor interactions, it becomes increasingly reliant on the availability, security, and performance of its digital platform. System outages, cyber threats, or delays in platform development could disrupt operations or damage customer relationships.
• Health & Safety and Insurance Risk: Operating in subcontracting environments can expose the company to health and safety incidents, particularly when reliant on third-party subcontractors. The company maintains strong compliance frameworks, insurance cover, and health and safety protocols, and requires equivalent standards from its subcontractors.
Financial KPIs:
• Turnover: £410.9m (2024), up from £384.1m in 2023 – reflecting sustained client growth and higher subcontractor engagement.
• Gross Profit: £6.79m (2024) vs £6.24m (2023) – a year-on-year increase of 9%.
• Gross Profit Margin: 1.65% (2024) vs 1.62% (2023) – a slight increase, reflecting the company’s continued commitment to offering competitive margins to customers while preserving sustainable profitability.
Non-financial KPIs:
• Platform Engagement: The year saw increased customer engagement with the company’s digital platform, contributing to more efficient service delivery and stronger client relationships.
• Staff Numbers: The average number of employees remained stable at 36 throughout the year.
• Staff Retention: Voluntary staff turnover remained low, supporting operational consistency and client satisfaction.
In accordance with Section 172(1) of the Companies Act 2006, the directors have acted to promote the long-term success of the company for the benefit of its members as a whole, while having regard to the interests of employees, customers, suppliers, and other stakeholders.
The Board takes stakeholder interests and long-term consequences into account when making key decisions. During the year, this included:
• Investment into a new service sector (taxis and private hire) to diversify long-term growth opportunities
• Continued development of the company’s digital platform to improve service delivery and user experience for clients and subcontractors
• Engagement with group treasury to restructure funding arrangements and support financial flexibility
• Disposal of certain assets to strengthen liquidity and reduce risk
• Increased integration with recently acquired subsidiaries to maximise operational synergies
• Ongoing monitoring of employment practices and engagement of HR specialists to support employee wellbeing and retention
The Board also considers the company’s environmental and social impact as part of its wider responsibilities, alongside maintaining a reputation for high standards of business conduct.
The Board meets regularly to review operational performance, stakeholder feedback, and the company’s strategic direction. Decisions are taken with careful consideration of long-term impact, particularly in relation to service quality, growth sustainability, and financial resilience.
During the year, key Board matters included:
• Continuing development of the company’s digital platform to improve scalability and client experience
• A strategic review of the company’s funding structure to support future growth and working capital needs
• Investment into a new service sector — taxis and private hire — expanding the company’s addressable market
• Disposal of selected assets to enhance liquidity and reduce reliance on debt
• Increasing collaboration and operational synergy with a recently acquired group of subsidiaries within the ICF Group
• Ongoing exploration of available opportunities to support sustainable growth and long-term value creation
These decisions reflect the company’s commitment to innovation, financial discipline, and strategic alignment with broader group objectives.
The Board is committed to fostering a high-performance and collaborative work environment. During the year:
• External HR specialists supported the development of compliant, modern employment policies
• Regular communications and feedback loops were embedded to strengthen employee voice and morale
• An internal community committee was introduced to further promote engagement, encourage cross-team collaboration, and provide a forum for staff-led initiatives and feedback. This initiative aims to support a positive culture, enhance inclusivity, and strengthen employee involvement in shaping the workplace environment
• Customer relationships remain a core priority. The increase in platform usage reflects stronger engagement, and regular client feedback informs service enhancements. Cross-functional meetings help ensure that customer needs and operational issues are escalated effectively.
• The company also maintains an active and transparent relationship with its principal banking partner, which provides key funding facilities to support working capital and growth. The Board and finance team engage regularly with the bank to review performance, liquidity needs, and potential funding requirements, helping to ensure financial flexibility and alignment with strategic objectives.
Community and environmental matters
The Board is mindful of its responsibilities to the wider community and environment. The company continues to:
• Support charitable causes and industry discussions on sustainability
• Review operations to manage environmental footprint and create long-term value
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 page 11; a review of business is set out in the strategic report on page 1.
Ordinary dividends were paid amounting to £3,133,104. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Subsequent to the year end, the company appointed three long-serving senior team members — Katie Hunston, Matthew Bennett, and Rhys Jenkins — to the Board of Directors. Katie and Rhys have each been with the business for 11 years, and Matthew for 8 years. These appointments reflect the company’s continued investment in leadership and operational stability, particularly within the sales and commercial functions. The promotion of these individuals has brought enhanced strategic direction, improved sales pipeline visibility, and strengthened cross-functional collaboration, supporting the business’s ongoing growth and client engagement objectives.
On 20 February 2025, the company sold its investment property to a related party for £900,000. See note 14 for further detail.
The £100,000 fixed asset investment, relating to the interest held in Who Knows Wins Ltd, this Company is currently in the process of being placed into Creditors Voluntary Liquidation. This is expected to commence on 18th July 2025 and the uncertain outcome will be decided in due course.
PKF Francis Clark were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
As the company has not 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.
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). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Indigo Service Solutions Limited (the 'company') for the year ended 30 September 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 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 company. We gained an understanding of the industry in which the company operates as part of this assessment to identify the key laws and regulations affecting the company. As part of this, we reviewed the company'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, tax legislation, Environmental Act 2021, and anti-bribery. 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 principal risks relating to the overstatement of revenue and the related impact on the profitability of the company. 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 provisions and accruals.
- Performed occurrence testing on revenue recognised in the year.
- Investigated the rationale behind significant or unusual transactions.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements. 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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
Indigo Service Solutions Limited is a private company limited by shares incorporated in England and Wales. The registered office is Bradbury House, Mission Court, Newport, Gwent, NP20 2DW and its principal place of business is 4th Floor Suite, Harlequin House, 7 High Street, Teddington, TW11 8EE.
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 £.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, 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:
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
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of ICF Holdings Limited. These consolidated financial statements are available from its registered office, Bradbury House, Mission Court, Newport, NP20 2DW.
Reporting period
The company's accounting reference date (ARD) is 30 September, however, the company has a weekly reporting cycle, therefore, it is practical for the financial statements to be reported in line with this business cycle; therefore the company has taken advantage of the option offered by the Companies Act 2006 to make up its accounts to a date up to 7 days either side of its ARD.
The current period is made up to 29/09/2024 (52 weeks); the comparative period was made up to 01/10/2023 (53 weeks).
Forecasting and Liquidity Management
Detailed budgets and financial forecasts have been prepared as part of the going concern assessment, covering a period of at least 12 months from the date of approval of the financial statements. These forecasts reflect continued revenue growth and profitability, underpinned by strong trading performance and a healthy pipeline of opportunities. Growth in operations is expected to increase working capital requirements, and the directors are actively assessing the company’s funding and operational needs to ensure appropriate resources are in place to support this expansion. In addition, weekly cash flow forecasts are reviewed by management to monitor short-term liquidity and ensure that any emerging risks are identified and addressed promptly.
Funding Structure
The company is funded through a combination of retained earnings and external facilities. The directors regularly monitor the company’s liquidity position and maintain close relationships with banking partners to ensure that sufficient funding is available to support ongoing operations. As the business grows, the directors are exploring options to expand existing facilities or secure new funding arrangements to meet increasing working capital needs and maintain financial flexibility.
The company is also part of the ICF Group, which operates an integrated treasury function. The going concern assessment takes into account the financial position and ongoing support of the wider Group, including access to intra-group funding arrangements where required.
Disposals to Support Liquidity
To enhance the company’s liquidity position and reduce reliance on debt, the directors have taken active steps, including:
The disposal of the company’s investment in Credas Technologies Ltd, held within the ICF Group. This transaction completed in November 2023, with the company receiving a loan repayment of £5.5 million, separate from the consideration received by its parent company, ICF Holdings Ltd.
The disposal of an investment property since the year end, which released further cash resources and enabled the repayment of a secured loan linked to the asset.
Principal Risks and Mitigating Actions
The directors acknowledge that there is inherent uncertainty in the ability to achieve forecasts. Key risks include slower-than-expected growth or unforeseen delays in customer payments. If performance were to fall significantly below forecast, the directors have identified mitigating actions which may include:
Cost reductions and operational efficiencies
Deferral of discretionary expenditure
Negotiation of revised terms with customers
Tighter working capital management
Phasing or deferral of planned growth initiatives
Review of pricing or margin strategy to improve profitability or competitiveness in response to market conditions
Assessment Period and Post-Year-End Events
The directors have considered events occurring after the reporting period up to the date of approval of these financial statements. These include the successful disposals noted above and continued positive trading performance. No events have been identified that cast significant doubt on the company’s ability to continue as a going concern.
Conclusion
Having assessed the company’s financial position, forecasts, and liquidity risk, the directors are satisfied that the company will be able to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements. They have therefore adopted the going concern basis in preparing the financial statements.
The directors confirm that there are no material uncertainties that would cast significant doubt on the company’s ability to continue as a going concern.
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 credited or charged to profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
In the application of the company’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.
A key area of judgement for the company 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 company 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.
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.
The company 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 30 September 2023 was estimated to be £1,400,000, The directors have concluded that there has been no change in the fair value to 30 September 2024. 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.
On 20 February 2025, the company sold its investment property to a related party for £900,000. See note 14 for further detail.
The carrying value of amounts owed by group undertakings at the balance sheet date was £27,087,273 (2023 - £22,285,345). Balances are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit and loss account. The impairment loss is the difference between the asset’s carrying amount and the best estimate of the recoverable amount at the reporting date.
All of the company’s turnover arises in the United Kingdom.
In the previous year, the taxation services were payable to the previous auditor UHY Hacker Young.
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 2).
During the year the company received dividend income totalling £527,697 from one of its subsidiaries.
The actual charge/(credit) 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:
During the year, dividends of £3,133.10 per share were paid.
The dividends paid on Ordinary shares were £3,133,104 and the dividends paid on Ordinary A shares were £0.
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.
There was a post year end disposal 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.
The bank loan within the financial statements is secured against the investment property.
The carrying value of investments of £1 (2023: £9,486,438) now only includes the investment in Indigo Tech Holdings Limited. At the start of the year it represented 85% of the shareholding in Beaver Management Services Limited acquired in 2023. This investment was transferred to the parent company ICF Holdings Limited during the year.
Details of the company's subsidiaries at 30 September 2024 are as follows:
Registered office addresses:
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.
During the year the company transferred its 85% shareholding in Beaver Management Services Limited to ICF Holdings Limited.
Included within other debtors is a loan to a related party totalling £1,744,423 (2023 - £1,670,522). This loan is interest free and repayable on demand.
Other Creditors balance at the year end relates to the deferred contingent consideration due on the acquisition of Beaver Management Services Limited.
At the balance sheet date, the company 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.
- Borrowings 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.
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
At the year end the company had outstanding pension contributions of £10,166 (2023 - £5,824), this amount being included within creditors due within one year.
Ordinary shares and Ordinary A shares are both entitled to dividends and have full voting rights.
The share premium arose when the company issued shares at fair value in exchange for shares in Credas Technologies Ltd and FRS Contractor Solutions Limited; these investments have now been transferred to the company's parent ICF Holdings Limited via intercompany.
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The company had an existing loan with BEMA Rail Training Limited, a subsidiary of the group. At the year end, the balance outstanding was £6,500 (2023 - £nil), with this amount being included in debtors: amounts falling due within one year.
The company had an existing loan with BMSL Contracting Limited, a subsidiary of the group. At the year end, the balance outstanding was £1,250 (2023 - £nil), with this amount being included in debtors: amounts falling due within one year.
The company had an existing loan with LEC5 Rail Personnel Limited, a subsidiary of the group. At the year end, the balance outstanding was £1,250 (2023 - £nil), with this amount being included in debtors: amounts falling due within one year.
The company had an existing loan from FRS Contractor Solutions Limited, a subsidiary of the group. At the year end, the balance outstanding was £2,654,941 (2023 - £1,371.494), with this amount being included in creditors: amounts falling due within one year. During the year, the company had sales of £349,058, management charges paid of £1,029,982 and expenses of £74,107 with FRS Contractor Solutions Limited.
The company had an existing loan from Gatsby Platform Limited, a subsidiary of the group. At the year end, the balance outstanding was £27,791 (2023 - £2,500), with this amount being included in creditors: amounts falling due within one year.
The company had an existing loan from Beaver Management Services Limited, a subsidiary of the group. At the year end, the balance outstanding was £1,195,638 (2023 - £1,095,732), with this amount being included in creditors: amounts falling due within one year.
The company had an existing loan from Manley Summers Limited, a subsidiary of the group. At the year end, the balance outstanding was £12,545 (2023 - £120,045), with this amount being included in creditors: amounts falling due within one year.
The company had an existing loan from UK Rail Limited, a subsidiary of the group. At the year end, the balance outstanding was £3,500 (2023 - £12,000), with this amount being included in creditors: amounts falling due within one year.
The company has taken advantage of the exception given by section 33.1A of FRS 102 to not disclose related party transactions with other wholly owned subsidiary companies with the group.