Company registration number 09221477 (England and Wales)
OVIO SOLUTIONS LTD (FORMERLY PULSE WORKFORCE SOLUTIONS LTD, FORMERLY FRS CONTRACTOR SOLUTIONS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
OVIO SOLUTIONS LTD
COMPANY INFORMATION
Directors
Mr I Cole-Wilkins
Mr J Taffurelli
(Appointed 21 July 2025)
Mr H Davies
(Appointed 19 January 2026)
Mr R Jenkins
(Appointed 1 April 2026)
Company number
09221477
Registered office
Tec Marina
Terra Nova Way
Penarth
CF64 1SA
Auditor
PKF Francis Clark
90 Victoria Street
Bristol
BS1 6DP
OVIO SOLUTIONS LTD
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Profit and loss account
10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Notes to the financial statements
14 - 25
OVIO SOLUTIONS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 1 -

The directors present the strategic report for the year ended 30 September 2025.

Fair review of the business

The principal activity of the company during the year continued to be the provision of umbrella payroll and related services. There were no significant changes in the nature of the company’s activities during the period.

 

The results for the year are set out in the financial statements. The directors consider turnover to be a key indicator of operating performance and market position.

 

Turnover increased by 18.6% to £46,677,019 (2024: £39,364,884), reflecting continued strong demand and growth in market share.

 

Gross profit increased by 6.91% to £1,912,393 (2024: £1,788,860). Operating profit increased by 12% to £779,732 (2024: £696,227), primarily as a result of increased revenue and improved operational efficiencies.

 

Administrative and operational expenses increased by 3.7% to £1,132,661 (2024: £1,092,633), broadly in line with business growth and planned investment during the year.

 

At 30 September 2025, the company reported net current assets of £2,455,602 (2024: £1,749,732) and net assets of £2,467,187 (2024: £1,755,560), reflecting the strong trading performance and continued profitability.

 

Financial position and cash flows

The company continues to operate without the requirement for external working capital funding and remains funded through retained profits. Cash balances remain strong in the new financial year, enabling surplus cash to be utilised within the wider group to reduce borrowing and associated finance costs in other entities.

 

Financial monitoring, forecasting and cash management remain key priorities. Weekly cash flow forecasts are prepared and reviewed by management to monitor liquidity and manage working capital effectively.

 

Future outlook

Trading in the financial year to September 2026 has continued positively, with turnover reporting growth of approximately 8% year to date. Operating expenses are increasing in line with budgeted expectations, reflecting strategic investment in the Portsmouth office to support future expansion and operational capacity.

 

Performance in the current year is tracking in line with budget, with no significant adverse variances identified.

 

As part of its strategic development, the company has strengthened its senior leadership team through the appointment of a Chief Executive Officer. This appointment is intended to enhance operational oversight, support sustainable growth and position the company to capitalise on opportunities within its core markets. The new CEO is also overseeing preparations for anticipated legislative developments, including the proposed Employment Rights Bill, to ensure the business remains compliant and well-positioned as the regulatory environment evolves.

 

The board regularly reviews the principal risks and uncertainties facing the company and implements appropriate mitigation strategies.

 

Management consider that the principal risks and uncertainties facing the business are as follows:

 

General economic conditions

Demand for the company’s services is influenced by broader economic conditions. The company mitigates this risk by maintaining strong customer relationships, delivering high levels of service quality, and offering value-added services to enhance competitiveness and customer retention.

 

Personnel risk

The company’s performance is dependent on recruiting, developing and retaining skilled employees and maintaining strong subcontractor relationships. The business invests in training, staff development and retention strategies. Succession planning is regularly reviewed by the board to ensure continuity in leadership and operational capability.

OVIO SOLUTIONS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 2 -
Principal risks and uncertainties

Financial risk

The company is funded from retained profits and is reliant on converting profit into cash. The directors closely monitor gross margins, liquidity and working capital. Regular forecasting and financial planning are undertaken to ensure sufficient resources are available for ongoing operations. While market volatility may impact trading performance, the company maintains appropriate financial controls and cash reserves to mitigate short-term uncertainty. External funding instruments remain open to the business to further mitigate any financial risk and allow the business to capitalise further on market opportunities.

 

Regulatory and employment law changes

The company operates in a regulated environment and is subject to changes in employment legislation and related compliance requirements. Management monitors legislative developments closely and works with professional advisers, clients and subcontractors to ensure ongoing compliance with current and forthcoming regulations.

Key performance indicators

The directors use a range of financial and non-financial performance indicators to monitor performance. The primary financial KPI is turnover growth, which reflects market demand and market share development. Profitability and gross margin are also closely monitored to ensure sustainable performance.

 

Performance against these measures is discussed in the fair review of the business above.

Going concern

The directors have undertaken a formal assessment of the company’s ability to continue as a going concern for a period of at least 12 months from the date of approval of these financial statements.

 

Detailed budgets and forecasts have been prepared covering this period. In addition, weekly cash flow forecasts are reviewed by management to monitor short-term liquidity and identify any emerging risks.

 

The company is part of the ICF Group, which operates an integrated treasury function. The directors have also considered the financial position of the wider group and the availability of intra-group funding arrangements, if required.

 

At 30 September 2025, the company had net assets of £2,467,187 (2024: £1,755,560). Trading performance since the year end has been in line with expectations, with no material adverse variances identified.

 

Based on the above, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on the going concern basis.

OVIO SOLUTIONS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 3 -
Promoting the success of the company

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 decisions. During the year, key Board matters included:

 

 

The Board 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. These decisions reflect the company’s commitment to innovation, financial discipline, and strategic alignment with broader group objectives.

Employee engagement

The Board is committed to fostering a high-​performance and collaborative work environment. During the year:

 

Other stakeholder engagement

 

Community and environmental matters

The Board is mindful of its responsibilities to the wider community and environment. The company continues to:

On behalf of the board

Mr I Cole-Wilkins
Director
25 June 2026
OVIO SOLUTIONS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 4 -

The directors present their annual report and financial statements for the year ended 30 September 2025.

Principal activities

The principal activity of the company during the year continued to be the provision of commercial subcontract services. There were no significant changes in the nature of the company’s activities during the year.

Results and dividends

The profit for the year is set out in the Statement of Comprehensive Income. A review of the company’s performance and position is included within the Strategic Report.

No interim dividends were paid during the year. The directors do not recommend payment of a final dividend (2024: £nil).

Directors

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

Mr I Cole-Wilkins
Ms L Gratton
(Resigned 9 October 2025)
Mr J Taffurelli
(Appointed 21 July 2025)
Mr H Davies
(Appointed 19 January 2026)
Mr R Jenkins
(Appointed 1 April 2026)
Disabled persons

The company is committed to equal opportunities in employment. Applications from disabled persons are fully considered, having regard to the aptitudes and abilities of the applicant concerned.

 

In the event of employees becoming disabled during their employment, the company seeks to ensure appropriate arrangements are made to support their continued employment, including adjustments to working arrangements and the provision of suitable training where required.

 

It is the company’s policy that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The company operates predominantly through a contractor-based workforce, reflecting the agile and project-focused nature of its services. Employees are free to join trade unions should they wish, although no formal union or staff council representation currently exists within the business.

 

The directors are committed to maintaining effective communication and engagement with both permanent employees and contractors. This is achieved through regular team meetings, business updates, structured performance reviews, and open communication channels with senior management. Digital collaboration platforms and scheduled management updates help ensure that individuals remain informed of company performance and strategic objectives.

 

During the year, the company strengthened its senior management team through a key appointment, supporting the continued development of leadership capability and long-term strategic growth.

Post reporting date events

There have been no significant events affecting the company since the balance sheet date which require disclosure in the financial statements.

Auditor

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.

OVIO SOLUTIONS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 5 -
Energy and carbon report

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.

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.

On behalf of the board
Mr I Cole-Wilkins
Director
25 June 2026
OVIO SOLUTIONS LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 6 -

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:

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.

OVIO SOLUTIONS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OVIO SOLUTIONS LTD
- 7 -
Opinion

We have audited the financial statements of Ovio Solutions Ltd (the 'company') for the year ended 30 September 2025 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 a summary of the 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:

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

 

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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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:

OVIO SOLUTIONS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OVIO SOLUTIONS LTD (CONTINUED)
- 8 -
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 strategic report or 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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 5, 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.

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, and tax legislation. We have also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the UK Generally Accepted Accounting Practice and the Companies Act 2006.

OVIO SOLUTIONS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OVIO SOLUTIONS LTD (CONTINUED)
- 9 -

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 overstatement of revenue to present a more favourable commercial position. Based upon our understanding we designed and conducted audit procedures including:

 

- We audited the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

-We challenged assumptions and judgements made by management in its significant accounting estimates, in particular around provisions and accruals.

- Performed existence testing on revenue recognised in the year, including agreeing a sample of transactions to bank receipts.

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.

Paul Putnam (Senior Statutory Auditor)
For and on behalf of PKF Francis Clark, Statutory Auditor
Chartered Accountants
90 Victoria Street
Bristol
BS1 6DP
25 June 2026
OVIO SOLUTIONS LTD
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 10 -
2025
2024
Notes
£
£
Turnover
5
46,677,019
39,364,884
Cost of sales
(44,764,626)
(37,576,024)
Gross profit
1,912,393
1,788,860
Administrative expenses
(1,132,661)
(1,092,633)
Operating profit
3
779,732
696,227
Interest payable and similar expenses
9
(8,230)
(3,266)
Profit before taxation
771,502
692,961
Tax on profit
10
(59,875)
(173,816)
Profit for the financial year
711,627
519,145

The profit and loss account has been prepared on the basis that all operations are continuing operations.

 

The notes on pages 14 to 24 form an integral part of these financial statements.

OVIO SOLUTIONS LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 11 -
2025
2024
£
£
Profit for the year
711,627
519,145
Other comprehensive income
-
-
Total comprehensive income for the year
711,627
519,145

The notes on pages 14 to 24 form an integral part of these financial statements.

OVIO SOLUTIONS LTD
BALANCE SHEET
AS AT
30 SEPTEMBER 2025
30 September 2025
- 12 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
11
6,417
-
0
Tangible assets
12
5,168
5,828
11,585
5,828
Current assets
Debtors
13
4,887,264
3,867,224
Cash at bank and in hand
79,692
2,132,335
4,966,956
5,999,559
Creditors: amounts falling due within one year
14
(2,511,354)
(4,249,827)
Net current assets
2,455,602
1,749,732
Net assets
2,467,187
1,755,560
Capital and reserves
Called up share capital
18
100
100
Profit and loss reserves
2,467,087
1,755,460
Total equity
2,467,187
1,755,560

The notes on pages 14 to 24 form an integral part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 25 June 2026 and are signed on its behalf by:
Mr I  Cole-Wilkins
Director
Company registration number 09221477 (England and Wales)
OVIO SOLUTIONS LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 13 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 October 2023
100
1,236,315
1,236,415
Year ended 30 September 2024:
Profit and total comprehensive income
-
519,145
519,145
Balance at 30 September 2024
100
1,755,460
1,755,560
Year ended 30 September 2025:
Profit and total comprehensive income
-
711,627
711,627
Balance at 30 September 2025
100
2,467,087
2,467,187

The notes on pages 14 to 24 form an integral part of these financial statements.

OVIO SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 14 -
1
Accounting policies
Company information

Ovio Solutions Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Tec Marina, Terra Nova Way, Penarth, CF64 1SA.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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:

 

 

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 28/09/2025 (52 weeks); the comparative period was made up to 29/09/2024 (52 weeks).

1.2
Going concern

The directors have undertaken a formal assessment of the company’s ability to continue as a going concern for a period of at least 12 months from the date of approval of these financial statements.true Detailed budgets and forecasts have been prepared covering this period. In addition, weekly cash flow forecasts are reviewed by management to monitor short-term liquidity and identify any emerging risks.

 

In preparing the budget, management have taken a significantly prudent approach. In doing so any downside impact has been incorporated and still shows strong profitability and cash generation for the next financial year. 

 

Based on the above, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on the going concern basis.

 

Further details about the company's ability to continue as a going concern are given in the strategic report.

OVIO SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.3
Turnover

Turnover represents total recharged direct labour costs and associated administration fee, net of value added tax.

 

The company operates as a principal and therefore records its income gross, without the deduction of associated direct labour costs. Revenue from recharged labour costs is recognised when the contractual services are carried out. Any amounts billed in advance of these services are deferred.

 

Management charges represent amounts charged to fellow group companies for services provided. They are recognised when charged.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software Development
25% straight line from date of development
Licences
10-25% straight line
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
20% straight line

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.

1.6
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 balance sheet 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.

 

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

OVIO SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

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.

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 and loans from fellow group companies, 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

OVIO SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 17 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.8
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.9
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.10
Leases
As lessee

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

2
Judgements and key sources of estimation uncertainty

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. These estimates and assumptions are based on historical experience and other relevant factors. Actual results may differ from these estimates.

 

The estimates and assumptions are reviewed regularly and revised as necessary. Revisions are recognised in the period of the change and, where applicable, future periods affected by the change.

 

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.

 

Additionally, management assess the recoverability of group debtors as part of their impairment review process. Where there are indicators of impairment, the company evaluates expected credit losses using historical default rates and forward-looking information. At the reporting date, management consider the carrying value of receivables to be recoverable and do not believe there is any material impairment required.

OVIO SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 18 -
3
Operating profit
2025
2024
Operating profit for the year is stated after charging:
£
£
Exchange losses
9
-
0
Depreciation of tangible fixed assets
3,988
3,315
(Profit)/loss on disposal of tangible fixed assets
-
5,863
Amortisation of intangible assets
583
-
Operating lease charges
83,134
96,575
4
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
36,185
19,600
5
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Sales
45,583,847
38,334,902
Management charges
1,093,172
1,029,982
46,677,019
39,364,884
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
87,333
54,962
Company pension contributions to defined contribution schemes
533
533
87,866
55,495
7
Employees

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

2025
2024
Number
Number
Administrative staff
20
17
20
17
OVIO SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
7
Employees
(Continued)
- 19 -
The aggregate remuneration for administrative staff comprised:
2025
2024
£
£
Wages and salaries
642,564
628,123
Social security costs
77,754
65,472
Pension costs
47,507
8,680
767,825
702,275
8
Subcontractors

The average monthly number of subcontractors employed by the company during the year was:

2025
2024
Number
Number
Subcontractors
409
379
409
379
The aggregate remuneration for subcontractors comprised:
2025
2024
£
£
Wages and salaries
42,829,311
35,069,977
Social security costs
1,203,337
1,121,026
Pension costs
135,892
104,559
44,168,540
36,295,562
9
Interest payable and similar expenses
2025
2024
£
£
Other interest
8,230
3,266
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
59,219
176,977
OVIO SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
10
Taxation
2025
2024
£
£
(Continued)
- 20 -
Deferred tax
Origination and reversal of timing differences
656
(3,161)
Total tax charge
59,875
173,816

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
771,502
692,961
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
192,876
173,240
Tax effect of expenses that are not deductible in determining taxable profit
574
576
Group relief
(131,824)
-
0
Permanent capital allowances in excess of depreciation
(1,911)
-
0
Pension
(497)
-
0
Other temporary timing differences
657
-
0
Taxation charge for the year
59,875
173,816
OVIO SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 21 -
11
Intangible fixed assets
Software Development
Licences
Total
£
£
£
Cost
At 1 October 2024
5,863
24,750
30,613
Additions - internally developed
7,000
-
0
7,000
At 30 September 2025
12,863
24,750
37,613
Amortisation and impairment
At 1 October 2024
5,863
24,750
30,613
Amortisation charged for the year
583
-
0
583
At 30 September 2025
6,446
24,750
31,196
Carrying amount
At 30 September 2025
6,417
-
0
6,417
At 30 September 2024
-
0
-
0
-
0
12
Tangible fixed assets
Fixtures and fittings
£
Cost
At 1 October 2024
66,632
Additions
3,328
At 30 September 2025
69,960
Depreciation and impairment
At 1 October 2024
60,804
Depreciation charged in the year
3,988
At 30 September 2025
64,792
Carrying amount
At 30 September 2025
5,168
At 30 September 2024
5,828
OVIO SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 22 -
13
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
324,455
57,833
Corporation tax recoverable
29,270
-
0
Amounts owed by group undertakings
3,439,659
2,922,074
Other debtors
17,244
6,715
Prepayments and accrued income
1,075,524
878,834
Deferred tax asset
1,112
1,768
4,887,264
3,867,224
14
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
4,566
18,977
Amounts owed to group undertakings
3,374
806
Corporation tax
-
0
177,251
Other taxation and social security
1,404,495
3,100,013
Other creditors
5,509
64,841
Accruals and deferred income
1,093,410
887,939
2,511,354
4,249,827
OVIO SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 23 -
15
Operating lease commitments

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:

2025
2024
£
£
Within 1 year
66,912
77,373

As at 30 September 2025, operating lease commitments total £66,912 relating to a lease agreement made to Tec Marina.

16
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
135,892
104,559

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 £6,324 (2024: £7,274), this amount being included within creditors due within one year.

17
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Assets
Assets
2025
2024
Balances:
£
£
Accelerated capital allowances
193
353
Other
919
1,415
1,112
1,768
2025
Movements in the year:
£
Asset at 1 October 2024
(1,768)
Charge to profit or loss
656
Asset at 30 September 2025
(1,112)
OVIO SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 24 -
18
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of £1 each
90
90
90
90
Ordinary B shares of £1 each
6
6
6
6
Ordinary C shares of £1 each
4
4
4
4
100
100
100
100

Ordinary A, B and C are all entitled to dividends and have full voting rights.

19
Related party transactions

The company had an existing loan with UK Rail Limited, a subsidiary of the group. At the year end, the balance outstanding was £180,696 (2024 - £191,292), this amount being included in debtors: amounts falling due within one year. During the year, the company had sales of £2,146,170 (2024 - £3,025,983) and expenses of £180 (2024 - £45,036) with UK Rail Limited.

 

The company had an existing loan with BMSL Group Holdings Limited, a subsidiary of the group. At the year end, the balance outstanding was £5,152 (2024 - £Nil), this amount being included in debtors: amounts falling due within one year. During the year, the company had sales of £25,737 (2024 - £0) with BMSL Group Holdings Limited.

 

The company had an existing loan with Beaver Management Services Limited, a subsidiary of the group. At the year end, the balance outstanding was £36,210 (2024 - £71,717), this amount being included in debtors: amounts falling due within one year. During the year, the company had sales of £29,062,029 (2024 - £22,650,627) with Beaver Management Services Limited.

 

The company had an existing loan with Manley Summers Limited, a subsidiary of the group. At the year end, the balance outstanding was £Nil (2024 - £4,124), this amount being included in debtors: amounts falling due within one year. During the year, the company had sales of £4,783,222 (2024 - £6,170,278) and expenses of £0 (2024 - £662) with Manley Summers Limited.

 

The company had an existing loan with Indigo Service Solutions Limited, a subsidiary of the group. At the year end, the balance outstanding was £2,892,472 (2024 - £2,654,941), this amount being included in debtors: amounts falling due within one year. During the year, the company had management charges received of £1,169,324 (2024 - £1,029,982), sales of £0 (2024 - £74,107) and expenses of £0 (2024 - £349,058) with Indigo Service Solutions Limited.

 

The company had an existing loan with ICF Holdings Limited, a subsidiary of the group. At the year end, the balance outstanding was £325,130 (2024 - £0), this amount being included in debtors: amounts falling due within one year.

 

The company had an existing loan with Indigo Platform Limited, a subsidiary of the group. At the year end, the balance outstanding was £3,374 (2024 - £806), this amount being included under creditors: amounts falling due within one year.

 

The company had trading activity with BMSL Contracting Ltd, a subsidiary of the group. During the year, the company had sales of £1,552,898 (2024 - £0) with BMSL Contracting Ltd.

OVIO SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 25 -
20
Parent company and ultimate controlling party

The ultimate parent company of the company is ICF Holdings Limited, incorporated in England and Wales. ICF Holdings Limited is the parent undertaking of the smallest and largest group which includes the company for which group financial statements are prepared. Copies of the group financial statements of ICF Holdings Limited are available from the registered office; Bradbury House, Mission Court, Newport, NP20 2DW. Its principal place of business is 4th Floor Suite, Harlequin House, 7 High Street, Teddington, TW11 8EE.

There is no ultimate controlling party.

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