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iCON Management Holdings (UK) Limited
























Directors' report and financial statements



For the period ended 31 March 2025



Registered number: 16157294

 
iCON Management Holdings (UK) Limited
 


Company Information


Directors
D Agostino 
P Malan 




Registered number
16157294



Registered office
5th Floor
15 Golden Square

London

W1F 9JG




Independent auditor
Buzzacott Audit LLP

130 Wood Street

London

EC2V 6DL




Bankers
Lloyds Bank Plc
PO Box 72

Bailey Drive

Gillingham Business Park

Kent

ME8 0LS





 
iCON Management Holdings (UK) Limited
 


Contents



Page
Directors' report
1 - 2
Independent auditor's report
3 - 6
Statement of comprehensive income
7
Statement of financial position
8
Statement of changes in equity
9
Notes to the financial statements
10 - 13


 
iCON Management Holdings (UK) Limited


Directors' report
For the period ended 31 March 2025

The directors present their report and the financial statements of iCON Management Holdings (UK) Limited ('the Company') for the three month period from incorporation to 31 March 2025.

Results and dividends

The loss for the period, after taxation, amounted to £4,841.

Incorporation

The Company was incorporated on 31 December 2024 as a private company limited by shares and incorporated in England and Wales.

Directors

The directors who served during the period were:

D Agostino (appointed 31 December 2024)
P Malan (appointed 31 December 2024)

Directors' responsibilities statement

The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 for the Company's financial statements 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;

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

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

Page 1

 
iCON Management Holdings (UK) Limited
 

Directors' report (continued)
For the period ended 31 March 2025

Going concern

At the reporting date, the Company's liabilities exceeded its assets. The Company has received assurance from
its immediate parent company, iCON Infrastructure LLP, that it intends to continue to give financial support to the Company for the foreseeable future sufficient to enable the Company to meet its liabilities as and when they fall due and to defer repayment of its loans in favour of other creditors.
On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis. However, should the financial support from the immediate parent company not be forthcoming if requested, the going concern basis used in preparing the Company's financial statements may be invalid and adjustments would have to be made to reduce the value of assets to their realisable amount and to provide for any further liabilities that might be necessary should this basis not continue to be appropriate.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by sections 414A and 415A of the Companies Act 2006.

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





D Agostino
Director

Date: 5 December 2025

Page 2

 
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Independent auditor's report to the members of iCON Management Holdings (UK) Limited
For the period ended 31 March 2025

Opinion


We have audited the financial statements of iCON Management Holdings (UK) Limited (the 'Company') for the period ended 31 March 2025, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 March 2025 and of its loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 3

 
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Independent auditor's report to the members of iCON Management Holdings (UK) Limited (continued)
For the period ended 31 March 2025

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Directors' report has been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


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


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


Responsibilities of directors
 

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


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


Page 4

 
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Independent auditor's report to the members of iCON Management Holdings (UK) Limited (continued)
For the period ended 31 March 2025

Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
How the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud
and non-compliance with laws and regulations, was as follows:
 
the Senior Statutory Auditor ensured that the engagement team collectively had the appropriate competence,
capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we made enquiries of management as to where they considered there was susceptibility to fraud, and their
knowledge of actual, suspected and alleged fraud;
we identified the laws and regulations that could reasonably be expected to have a material effect on the financial
statements of the Company through discussions with members and other management at the planning stage;
the audit team held a discussion to identify any particular areas that were considered to be susceptible to
misstatement, including with respect to fraud and non-compliance with laws and regulations; and
we focused our planned audit work on specific laws and regulations which we considered may have a direct material
effect on the financial statements or the operations of the Company including the Companies Act 2006, and taxation legislation.

We assessed the extent of compliance with the laws and regulations identified above through:
 
making enquiries of management.

To address the risk of fraud through management bias and override of controls, we:

determined the susceptibility of the Company to management override of controls by checking the implementation of controls and enquiring of individuals involved in the financial reporting process;
reviewed journal entries to identify unusual transactions, particularly in relation to expenditure;
reviewed accounting estimates and evaluated where judgements or decisions made by management indicated bias
on the part of the Company's management; and
tested all expenditure.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which
included:

agreeing financial statement disclosures to underlying supporting documentation; and
enquiring of management as to actual and potential litigation and claims.
 
Page 5

 
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Independent auditor's report to the members of iCON Management Holdings (UK) Limited (continued)
For the period ended 31 March 2025

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

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our 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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.





John Marnham (Senior statutory auditor)
for and on behalf of
Buzzacott Audit LLP
130 Wood Street
London
EC2V 6DL

5 December 2025
Page 6

 
iCON Management Holdings (UK) Limited
 


Statement of comprehensive income
For the period ended 31 March 2025


2025
£

  

Administrative expenses
  
(4,841)

Operating loss
  
(4,841)

Loss for the financial period
  
(4,841)

There was no other comprehensive income for 2025.

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

Page 7

 
iCON Management Holdings (UK) Limited - Registered number: 16157294



Statement of financial position
As at 31 March 2025

2025
Note
£

Fixed assets
  

Investments
 6 
1

  
1

Current assets
  

Cash at bank and in hand
 7 
39

  
39

Creditors: amounts falling due within one year
 8 
(4,781)

Net current liabilities
  
 
 
(4,742)

Total assets less current liabilities
  
(4,741)

  

Net liabilities
  
(4,741)


Capital and reserves
  

Called up share capital 
 10 
100

Profit and loss account
 9 
(4,841)

  
(4,741)


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




D Agostino
Director

Date: 5 December 2025

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

Page 8

 
iCON Management Holdings (UK) Limited
 


Statement of changes in equity
For the period ended 31 March 2025


Called up share capital
 Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

Loss for the period

-
(4,841)
(4,841)


Other comprehensive income for the period
-
-
-


Total comprehensive income for the period
-
(4,841)
(4,841)


Contributions by and distributions to owners

Shares issued during the period
100
-
100


Total transactions with owners
100
-
100


At 31 March 2025
100
(4,841)
(4,741)

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

Page 9

 
iCON Management Holdings (UK) Limited


Notes to the financial statements
For the period ended 31 March 2025

1.


General information

iCON Management Holdings (UK) Limited is a private company limited by shares and incorporated in England and Wales. The registered office and principal place of business is 5th Floor, 15 Golden Square, London, United Kingdom, W1F 9JG. 
This is the Company's first accounting period following incorporation on 31 December 2024. As this is the first accounting period and is shorter than a full year, the results presented may not be directly comparable to future periods.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The following principal accounting policies have been applied:

  
2.2

Functional and presentational currency

The Company's functional and presentational currency is GBP.

 
2.3

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of iCON Infrastructure LLP as at 31 March 2025 and these financial statements may be obtained from Companies House.

 
2.4

Associates and joint ventures

Associates and Joint Ventures are held at cost less impairment.

 
2.5

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Page 10

 
iCON Management Holdings (UK) Limited
 

Notes to the financial statements
For the period ended 31 March 2025

2.Accounting policies (continued)

 
2.6

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the opinion of the directors, there were no key areas of judgement or estimation uncertainty in the preparation of these financial statements.


4.


Auditor's remuneration

2025
£

Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements
4,000

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


5.


Employees

The Company had no employees during the period.





Page 11

 
iCON Management Holdings (UK) Limited


Notes to the financial statements
For the period ended 31 March 2025

6.


Fixed asset investments





Investment in joint ventures

£



Cost or valuation


Additions
1



At 31 March 2025
1




During the year, the Company entered into a joint venture, forming iCON Infrastructure Management VII LLP. The
Company has no further funding commitments in respect of the joint venture. Were the investment in the joint
venture to be accounted for using the equity method, the Company would recognise additional profits of £nil, and
additional net assets of £1.


7.


Cash and cash equivalents

2025
£

Cash at bank and in hand
39

39



8.


Creditors: Amounts falling due within one year

2025
£

Other creditors
1

Accruals and deferred income
4,780

4,781


Page 12

 
iCON Management Holdings (UK) Limited


Notes to the financial statements
For the period ended 31 March 2025

9.


Reserves

Profit and loss account

The profit and loss account includes all retained losses.


10.
Share capital


2025

Allotted, called up and fully paid
£

Ordinary shares of £1.00 each
100


11.


Contingent liabilities

There were no contingent liabilities at 31 March 2025.


12.


Capital commitments

There were no capital commitments at 31 March 2025.


13.


Parent undertaking and ultimate controlling party

The immediate parent undertaking of the Company is iCON Infrastructure LLP, whose registered address is the same as the Company's. This is also the parent entity that prepares the largest and smallest set of consolidated group of accounts which include the results of the Company. These accounts are available from Companies House.
The ultimate controlling party of the Company is Paul Malan due to his ownership of the majority of the voting rights in iCON Infrastructure LLP.

Page 13