The directors present the strategic report for the year ended 30 September 2025.
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.
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.
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.
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.
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:
Continued engagement with group treasury to restructure funding arrangements to support financial flexibility future growth and working capital needs.
Increased integration with a recently associated group of subsidiaries within the ICF Group, as well as other subsidiaries such as Indigo Service Solutions Limited, to maximise operational synergies.
Continued exploration of available opportunities to support sustainable growth and long-term value creation.
Ongoing monitoring of employment practices and engagement of HR specialists to support employee wellbeing and retention.
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.
The Board is committed to fostering a high-performance and collaborative work environment. During the year:
External HR specialists continued to support the development of compliant, modern employment policies.
Regular communications and feedback loops were embedded to strengthen employee voice and morale.
An internal community committee continued to promote engagement, encourage cross-team collaboration, and provide a forum for staff-led initiatives and feedback. This initiative aims to support a positive culture, enhance inclusivity, and strengthen employee involvement in shaping the workplace environment.
Customer relationships remain a core priority. The increase in platform usage reflects stronger engagement, and regular client feedback informs service enhancements. Cross-functional meetings help ensure that customer needs and operational issues are escalated effectively.
The company also maintains an active and transparent relationship with its principal banking partner, which provides key funding facilities to support working capital and growth. The Board and finance team engage regularly with the bank to review performance, liquidity needs, and potential funding requirements, helping to ensure financial flexibility and alignment with strategic objectives.
Community and environmental matters
The Board is mindful of its responsibilities to the wider community and environment. The company continues to:
Support charitable causes and industry discussions on sustainability.
Review operations to manage environmental footprint and create long-term value.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 September 2025.
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).
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
There have been no significant events affecting the company since the balance sheet date which require disclosure in the financial statements.
PKF Francis Clark were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of 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).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
As part of our planning we obtained an understanding of the legal and regulatory framework that is applicable to the company. We gained an understanding of the industry in which the company operates as part of this assessment to identify the key laws and regulations affecting the company. As part of this, we reviewed the company's website for indication of the regulations and certifications in place and discussed these with the relevant individuals responsible for compliance.
The key regulations we identified were employment law, health and safety regulations, and tax legislation. We have also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the UK Generally Accepted Accounting Practice and the Companies Act 2006.
We discussed with management how the compliance with these laws and regulations is monitored and discussed policies and procedures in place. As part of our planning procedures, we assessed the risk of non-compliance with laws and regulations on the company's ability to continue operating and the risk of material misstatement to the accounts. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:
- Enquiries of management regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements.
- Review the legal and professional costs to identify any possible non-compliance or legal costs in respect of non-compliance.
- Engaged our tax specialists to review the compliance with corporate and employment tax legislation.
As part of our enquiries, we discussed with management whether there had been any instances of known or alleged fraud. We remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
We assessed the susceptibility of the financial statements to material misstatements through management override or fraud and obtained an understanding of the controls in place to mitigate the manipulation of the financial statements. The key risk we identified was manipulation of results with the 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.
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.
The notes on pages 14 to 24 form an integral part of these financial statements.
The notes on pages 14 to 24 form an integral part of these financial statements.
The notes on pages 14 to 24 form an integral part of these financial statements.
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.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of ICF Holdings Limited. These consolidated financial statements are available from its registered office, Bradbury House, Mission Court, Newport, NP20 2DW.
Reporting period
The company's accounting reference date (ARD) is 30 September, however, the company has a weekly reporting cycle, therefore, it is practical for the financial statements to be reported in line with this business cycle; therefore the company has taken advantage of the option offered by the Companies Act 2006 to make up its accounts to a date up to 7 days either side of its ARD. The current period is made up to 28/09/2025 (52 weeks); the comparative period was made up to 29/09/2024 (52 weeks).
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities, including creditors 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.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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.
The average monthly number of persons (including directors) employed by the company during the year was:
The average monthly number of subcontractors employed by the company during the year was:
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:
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:
As at 30 September 2025, operating lease commitments total £66,912 relating to a lease agreement made to Tec Marina.
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.
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Ordinary A, B and C are all entitled to dividends and have full voting rights.
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.