Company registration number 09614869 (England and Wales)
I&C HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
I&C HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr K Branford
Mr J Walsh
Company number
09614869
Registered office
Cliff Road Dock Estate
Cliff Road
Cliff Quay
Ipswich
IP3 0AX
Auditor
Ensors
Connexions
159 Princes Street
Ipswich
IP1 1QJ
I&C HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Statement of financial position
8
Statement of changes in equity
9
Notes to the financial statements
10 - 13
I&C HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2025
- 1 -

The directors present the strategic report for the year ended 31 July 2025.

Fair review of the business

The company is simply a holding company for the wholly owned subsidiary I&C Limited. The company has minimal activity and therefore minimal exposure to risks.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. Th is report therefore present s information about the company as an individual entity and not about its group.

On behalf of the board

Mr K Branford
Director
12 February 2026
I&C HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2025
- 2 -

The directors present their annual report and financial statements for the year ended 31 July 2025.

Principal activities

The principal activity of the company continued to be that of a holding company.

Results and dividends

The results for the year are set out on page 7.

Ordinary dividends were paid amounting to £1,144,870. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr K Branford
Mr J Walsh
Auditor

On 1 September 2025 our auditors, Ensors Accountants LLP, merged with Azets Audit Services Limited. Accordingly Ensors Accountants LLP formally resigned as the company’s auditors with the directors duly appointing Azets Audit Services Limited, trading as Ensors to fill the vacancy arising. The auditor, Azets Audit Services Limited, trading as Ensors will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr K Branford
Director
12 February 2026
I&C HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JULY 2025
- 3 -

The directors are responsible for preparing the annual 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 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; 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.

I&C HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF I&C HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of I&C Holdings Limited (the 'company') for the year ended 31 July 2025 which comprise the statement of comprehensive income, the statement of financial position, 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).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 July 2025 and of its profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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.

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' r eport 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.

I&C HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF I&C HOLDINGS LIMITED (CONTINUED)
- 5 -
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 identifie d material misstatements in the strategic report or the directors' r eport.

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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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.

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.

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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

- obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;

- inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

- discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

I&C HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF I&C HOLDINGS LIMITED (CONTINUED)
- 6 -

Auditors responsibilities for the audit of the financial statements (continued)

Our audit was designed to include tests of detail together with an assessment of the control environment to enable us to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement due to fraud. Through discussion with directors and management, and from our own knowledge of and experience of the sector in which the company operates we identified the following areas where we consider there is a higher risk of fraud: revenue recognition, and management override of systems and control. We note that the client has various internal controls in place to reduce the susceptibility of the company to material misstatement due to fraud.

We performed audit procedures to address the risks noted above, which included the following:

- Enquiry of management, those charged with governance and the entity’s solicitors around actual and potential litigation and claims

- Reviewing minutes of board meetings

- Testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is we would become aware of non-compliance.

Material misstatements that arise due to fraud can be harder to detect that those that arise from error as they may involve deliberate concealment of collusion.

It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Barry Gostling (Senior Statutory Auditor)
For and on behalf of Ensors, Statutory Auditor
Chartered Accountants
Connexions
159 Princes Street
Ipswich
IP1 1QJ
12 February 2026
I&C HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2025
- 7 -
2025
2024
Notes
£
£
Turnover
-
-
Administrative expenses
(90)
-
0
Other operating income
170
-
0
Operating profit
80
-
Income from shares in group undertakings
3
2,733,271
-
0
Profit before taxation
2,733,351
-
0
Tax on profit
-
0
-
0
Profit for the financial year
2,733,351
-
0

The income statement has been prepared on the basis that all operations are continuing operations.

I&C HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2025
31 July 2025
- 8 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
5
1
1
Current assets
Debtors
7
1,370,657
542,086
Cash at bank and in hand
91
181
1,370,748
542,267
Creditors: amounts falling due within one year
8
(1,247,318)
(2,007,318)
Net current assets/(liabilities)
123,430
(1,465,051)
Net assets/(liabilities)
123,431
(1,465,050)
Capital and reserves
Called up share capital
10
123,331
123,331
Profit and loss reserves
100
(1,588,381)
Total equity
123,431
(1,465,050)

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 12 February 2026 and are signed on its behalf by:
Mr K Branford
Director
Company registration number 09614869 (England and Wales)
I&C HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2025
- 9 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 August 2023
123,331
(1,588,381)
(1,465,050)
Year ended 31 July 2024:
Profit and total comprehensive income
-
-
0
-
0
Balance at 31 July 2024
123,331
(1,588,381)
(1,465,050)
Year ended 31 July 2025:
Profit and total comprehensive income
-
2,733,351
2,733,351
Dividends
4
-
(1,144,870)
(1,144,870)
Balance at 31 July 2025
123,331
100
123,431
I&C HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
- 10 -
1
Accounting policies
Company information

I&C Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Cliff Road Dock Estate, Cliff Road, Cliff Quay, Ipswich, IP3 0AX.

1.1
Basis of preparation

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 a mounts 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.

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. T he company has therefore taken advantage of e xemptions 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: 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 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The company has also taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

The financial statements of the company are consolidated in the financial statements of R7M Group Holdings Limited. These consolidated financial statements are available from its registered office, Cliff Road Dock Estate, Cliff Road, Cliff Quay, Ipswich, Suffolk, United Kingdom, IP3 0AX.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

I&C HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 11 -
1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial instruments

The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

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

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 paymen ts 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. A m ounts 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.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

I&C HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 12 -
2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
2
3

The company has no employees other than directors, who received remuneration from the trading subsidiary company, I&C Limited.

3
Income from shares in group undertakings
2025
2024
£
£
Income from fixed asset investments
Income from shares in group undertakings
2,733,271
-
0
4
Dividends
2025
2024
£
£
Final paid
1,144,870
-
0
5
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
6
1
1
6
Subsidiaries

Details of the company's subsidiaries at 31 July 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
I&C Limited
Cliff Road Dock Estate, Cliff Road, Cliff Quay, Ipswich, IP3 0AX
Providing the hire of jack up barges and marine equipment to the construction industry.
Ordinary
100.00
7
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
1,370,657
542,086
I&C HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 13 -
8
Creditors: amounts falling due within one year
2025
2024
£
£
Other creditors
1,247,318
2,007,318
9
Deferred tax

The company has elected not to recognise deferred tax assets of £839,179 (2024: £839,199) in relation to carried forward tax losses and other timing differences.

10
Share capital
2025
2024
£
£
Ordinary share capital
Issued and fully paid
115,000,000 Ordinary A shares of 0.1p each
115,000
115,000
7,615,894 Ordinary B shares of 0.1p each
7,616
7,616
6,500,000 Ordinary C1 shares of 0.01p each
650
650
650,000 Ordinary C2 shares of 0.01p each
65
65
123,331
123,331

Share capital represents the nominal value of shares that have been issued. The shares carry voting rights and entitlement to dividends. The holders of C1 and C2 shares are not entitled to vote at any general meetings of the Company or vote on a written resolution.

11
Events after the reporting date

On 22 January 2026 the company voted and paid a dividend of £380,000.

13
Ultimate controlling party

The immediate parent company of I&C Holdings Limited is I&C Group Holdings Limited, a company registered and incorporated in the England and Wales.

The ultimate parent company of I&C Holdings Limited is R7M Group Holdings Limited, a company incorporated in the United Kingdom. In the opinion of the directors the ultimate controlling party is Mr J Walsh by virtue of his majority shareholding in R7M Group Holdings Limited.

I&C Holdings Limited is included in the consolidated financial statements of R7M Group Holdings Limited.

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