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REGISTERED NUMBER: 11699009 (England and Wales)

Financial Statements

for the Year Ended 31 March 2025

for

ICON BIDCO LIMITED

ICON BIDCO LIMITED (REGISTERED NUMBER: 11699009)

Contents of the Financial Statements

FOR THE YEAR ENDED 31 MARCH 2025

Page |

Company Information | 1 |

Balance Sheet | 2 |

Notes to the Financial Statements | 3 |

ICON BIDCO LIMITED

Company Information

FOR THE YEAR ENDED 31 MARCH 2025

| DIRECTOR: | M M Healey

| REGISTERED OFFICE: | Unit 24 Basepoint Business Centre

| Yeoford Way

| Marsh Barton Trading Estate

| Exeter

| Devon

| EX2 8LB

| REGISTERED NUMBER: | 11699009 (England and Wales)

| AUDITORS: | Gravita Audit Western Limited

| Chartered Accountants and Statutory Auditors

| Keble House

| Southernhay Gardens

| Exeter

| Devon

| EX1 1NT

ICON BIDCO LIMITED (REGISTERED NUMBER: 11699009)

Balance Sheet

31 MARCH 2025

| 2025 |  | 2024

| Notes | £ | £ |

FIXED ASSETS

Investments | 5 | 6,610,294 |  | 6,610,294 |  |

CURRENT ASSETS

Debtors | 6 | 1,900 |  | 1,436 |  |

Cash at bank | 8,872 |  | 10,904 |  |

10,772 |  | 12,340 |  |

CREDITORS

Amounts falling due within one year | 7 | (9,787,989 | ) | (4,704,324 | ) |

NET CURRENT LIABILITIES | (9,777,217 | ) | (4,691,984 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | (3,166,923 | ) | 1,918,310 |  |

CREDITORS

Amounts falling due after more than one year | 8 | - |  | (4,458,236 | ) |

NET LIABILITIES | (3,166,923 | ) | (2,539,926 | ) |

CAPITAL AND RESERVES

Called up share capital | 1 |  | 1 |  |

Retained earnings | (3,166,924 | ) | (2,539,927 | ) |

(3,166,923 | ) | (2,539,926 | ) |

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 16 October 2025 and were signed by:

M M Healey - Director

ICON BIDCO LIMITED (REGISTERED NUMBER: 11699009)

Notes to the Financial Statements

FOR THE YEAR ENDED 31 MARCH 2025

1. | COMPANY INFORMATION

| Icon Bidco Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

| The presentation currency of the financial statements is the Pound Sterling (£).

| The principal place of business is the registered office.

2. | STATEMENT OF COMPLIANCE

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| Going concern

| The financial statements have been prepared on a going concern basis. The company is reliant on continued support from other group members. The directors have no reason to believe that this support will be withdrawn in the foreseeable future. As such the Directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts.

| Preparation of consolidated financial statements

| The financial statements contain information about Icon Bidco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

| Income

| Income relates to management services provided to other group companies.

| Cash and cash equivalents

| Cash and cash equivalents 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.

| Cash and cash equivalents

| 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 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.

ICON BIDCO LIMITED (REGISTERED NUMBER: 11699009)

Notes to the Financial Statements - continued

FOR THE YEAR ENDED 31 MARCH 2025

3. | ACCOUNTING POLICIES - continued

| Basic financial assets

| Basic financial assets, which include trade and other debtors, amounts due from group undertakings and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost. 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.

| Basic financial liabilities

| Basic financial liabilities, including trade and other creditors and amounts due to group undertakings 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. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Financial liabilities are derecognised when, and only when, the company's contractual obligations are discharged, cancelled, or they expire.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| Investment in subsidiary undertakings

| Investments in subsidiary undertakings are recognised at cost.

4. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 6 (2024 - 6 ) .

5. | FIXED ASSET INVESTMENTS

| Other

| investments

£ |

| COST

| At 1 April 2024

| and 31 March 2025 | 6,610,294 |  |

| NET BOOK VALUE

| At 31 March 2025 | 6,610,294 |  |

| At 31 March 2024 | 6,610,294 |  |

6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2024 |

£ | £ |

| VAT | 1,900 |  | 1,436 |  |

ICON BIDCO LIMITED (REGISTERED NUMBER: 11699009)

Notes to the Financial Statements - continued

FOR THE YEAR ENDED 31 MARCH 2025

7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2024 |

£ | £ |

| Bank loans and overdrafts | 4,545,579 |  | - |  |

| Trade creditors | - |  | 152 |  |

| Amounts owed to group undertakings | 5,233,056 |  | 4,658,294 |  |

| Tax | - |  | 6,413 |  |

| Accrued expenses | 9,354 |  | 39,465 |  |

9,787,989 |  | 4,704,324 |  |

8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

2025 | 2024 |

£ | £ |

| Other loans - 2-5 years | - |  | 4,458,236 |  |

9. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

| The Report of the Auditors was unqualified.

| Jade Quaintance, BA FCA (Senior Statutory Auditor)

| for and on behalf of Gravita Audit Western Limited

10. | RELATED PARTY DISCLOSURES

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| Within the year fees of £16,446 (2024 £19,000) were paid to a company owned by a director.

11. | ULTIMATE CONTROLLING PARTY

| The immediate parent is Icon Topco Ltd, a company incorporated in England and Wales. Its registered office is Unit 24 Basepoint Business Centre, Yeoford Way, Marsh Barton Trading Estate, Exeter, Devon, EX2 8LB.

| There is no ultimate controlling party.