REGISTERED NUMBER: 07461911 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

VSK (KENILWORTH) LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

P F Talini

E Lyons

SECRETARY:

E Fox

REGISTERED OFFICE:

3rd Floor, North & South Wings

100 Longwater Avenue

Green Park

Reading

Berkshire

RG2 6GP

REGISTERED NUMBER:

07461911 (England and Wales)

AUDITORS:

Luckmans Duckett Parker Limited

Chartered Accountants

Statutory Auditors

1110 Elliott Court

Herald Avenue

Coventry Business Park

Coventry

West Midlands

CV5 6UB

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

CESSATION OF TRADING

The company ceased trading on 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

P F Talini

E Lyons

SECRETARY

The secretary shown below has held office during the whole of the period from 1 January 2024 to the date of this report.

E Fox

POST BALANCE SHEET EVENTS

On 30 May 2025, the Company's registered office address changed to 3rd Floor, North & South Wings, 100 Longwater Avenue, Green Park, Reading, Berkshire, RG2 6GP, England, United Kingdom.

There have been no other events subsequent to the year end date requiring adjustment to, or disclosure in, the financial statements

BUSINESS REVIEW

The results of the Company are set out on page 4 of the financial statements.

The company ceased trading on 31 December 2024 and the Directors intend on liquidating the company in the near future. The financial statements have therefore not been prepared on the going concern basis. There were no adjustments required as a result of the basis other than going concern.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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;

-	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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Luckmans Duckett Parker Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

E Lyons - Director

23 December 2025

Opinion

We have audited the financial statements of VSK (Kenilworth) Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of 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 101 'Reduced Disclosure Framework' (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 December 2024 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 Auditors' 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.

Emphasis of matter - basis other than going concern

We draw attention to the Going Concern disclosure in Note 2 to the financial statements which explains that VSK (Kenilworth) Limited ceased trading on 31 December 2024 and the Directors intend to liquidate the company in the near future. The Directors have therefore not considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in note 2. Our opinion is not modified in respect of this matter.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page two, 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 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.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Enquiring of management and employees, including obtaining and reviewing supporting documentation, concerning the company's policies and procedures relating to:

-

Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

-

Detecting and responding to the risks of fraud and whether they had knowledge of any actual, suspected or alleged fraud; and

-

The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.

We obtained an understanding of the legal and regulatory frameworks applicable to the company based on our understanding of the company and sector experience and discussions with management. The most significant considerations for the company are the Companies Act 2006, corporate taxes and VAT legislation, employment taxes, health and safety and the Bribery Act 2010.

We carried out discussions among the engagement team, who also undertook the audit testing, to assess how and where fraud might occur in the financial statements and any potential indicators of fraud. As part of these discussions, we identified potential for fraud in the following areas:

-

management override of control; and

-

revenue recognition, particularly in respect of delivery of services

We designed and executed procedures in line with our responsibilities to detect material misstatements in respect of irregularities, including fraud. These procedures, together with the extent to which they are capable of detecting irregularities, including fraud, are detailed below:

-

We critically assessed the appropriateness and tested the application of the revenue and cost recognition policies.

-

We tested the appropriateness of accounting journals and other adjustments made in the preparation of the financial statements. We used data assurance techniques to identify and analyse the complete population of all journals in the year to identify and substantively test any which we considered were indicative of management override.

-

We reviewed the company's accounting policies for non-compliance with relevant standards. Our work also included considering significant accounting estimates for evidence of misstatement or possible bias and testing any significant transactions that appeared to be outside the normal course of business.

-

We made enquiries of management and reviewed correspondence with the relevant authorities to identify any irregularities or instances of non-compliance with laws and regulations.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion or override of internal controls. There are inherent limitations in the audit procedures performed.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Mark Spafford FCA FCCA (Senior Statutory Auditor)

for and on behalf of Luckmans Duckett Parker Limited

Chartered Accountants

Statutory Auditors

1110 Elliott Court

Herald Avenue

Coventry Business Park

Coventry

West Midlands

CV5 6UB

29 December 2025

TURNOVER

-

-

Administrative expenses

145

263

OPERATING LOSS

(145

)

(263

)

Profit on sale of shares in group undertakings

4

-

10,348,690

(145

)

10,348,427

Interest receivable and similar income

666

342

PROFIT BEFORE TAXATION

5

521

10,348,769

Tax on profit

6

130

15

PROFIT FOR THE FINANCIAL YEAR

391

10,348,754

PROFIT FOR THE YEAR

391

10,348,754

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

391

10,348,754

CURRENT ASSETS

Debtors

7

11,141,056

11,141,001

Cash at bank

13,832

13,511

11,154,888

11,154,512

CREDITORS

Amounts falling due within one year

8

-

15

NET CURRENT ASSETS

11,154,888

11,154,497

TOTAL ASSETS LESS CURRENT LIABILITIES

11,154,888

11,154,497

CAPITAL AND RESERVES

Called up share capital

10

93

93

Share premium

11

29,900

29,900

Retained earnings

11

11,124,895

11,124,504

SHAREHOLDERS' FUNDS

11,154,888

11,154,497

The financial statements were approved by the Board of Directors and authorised for issue on 23 December 2025 and were signed on its behalf by:

E Lyons - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2023

93

775,750

29,900

805,743

Changes in equity

Total comprehensive income

-

10,348,754

-

10,348,754

Balance at 31 December 2023

93

11,124,504

29,900

11,154,497

Changes in equity

Total comprehensive income

-

391

-

391

Balance at 31 December 2024

93

11,124,895

29,900

11,154,888

1.	STATUTORY INFORMATION

VSK (Kenilworth) Limited is a private company, limited by shares, registered in England and Wales. The Company's registered office is 3rd Floor, North & South Wings, 100 Longwater Avenue, Green Park, Reading, Berkshire, RG2 6GP, England, United Kingdom. The company registered number is 07461911.

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

•

the requirements of paragraph 52 of IFRS 16 Leases;

•

the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraphs 53(a), (h) and (j) of IFRS 16;

-

paragraph 79(a)(iv) of IAS 1;

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment;

-

paragraph 118(e) of IAS 38 Intangible Assets;

-

paragraphs 76 and 79(d) of IAS 40 Investment Property; and

-

paragraph 50 of IAS 41 Agriculture;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraph 74(b) of IAS 16;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

Basis other than going concern

The company ceased trading on 31 December 2024 and the Directors intend on liquidating the company in the near future. The financial statements have therefore not been prepared on the going concern basis. There were no adjustments required as a result of the basis other than going concern.

Critical accounting judgements and key sources of estimation uncertainty

These financial statements do not contain any critical accounting judgements or key sources of estimation uncertainty.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL)

2024

2023

£

£

Directors' remuneration

-

-

4.	EXCEPTIONAL ITEMS

2024

2023

£

£

Profit on sale of shares in group undertakings

-

10,348,690

On 31 October 2023 VSK (Kenilworth) Limited sold its 100% shareholding (910 Ordinary shares of £1 each) in Accellacare UK Limited, which it had acquired on 20 January 2011, to ICON Investments Limited, a fellow group company, incorporated in Jersey, for an aggregate purchase price of £11,111,000 by way of a loan repayable by ICON Investments Limited to VSK (Kenilworth) Limited.

5.	PROFIT BEFORE TAXATION

There are no items for disclosure for either the current or preceeding period.

6.

TAXATION

Analysis of tax expense

2024

2023

£

£

Current tax:

Tax

130

15

Total tax expense in income statement

130

15

Factors affecting the tax expense

The tax assessed for the year is the same as (2023 - lower) the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Profit before income tax

521

10,348,769

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 19%)

130

1,966,266

Effects of:

Profit on disposal of shares in group undertaking

-

(1,966,251

)

Tax expense

130

15

Analysis of tax expense

A UK corporation tax liability of £130 arose for the period ended 31 December 2024. However, the liability has been offset by previous years overpayments, and as such a debtor of £55 has been recorded in the financial statements.

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group undertakings

11,141,001

11,141,001

Tax

55

-

11,141,056

11,141,001

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Tax

-

15

9.	FINANCIAL INSTRUMENTS

All financial assets and liabilities of the company are measured at amortised cost unless otherwise stated.

10.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2024

2023

value:

£

£

93

Ordinary shares

£1

93

93

11.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2024

11,124,504

29,900

11,154,404

Profit for the year

391

391

At 31 December 2024

11,124,895

29,900

11,154,795

12.	ULTIMATE PARENT COMPANY AND CONTROLLING PARTY

ICON plc (incorporated in Republic of Ireland ) is regarded by the directors as being the company's ultimate parent company.

The Company is a wholly owned subsidiary of ICON Clinical Research (U.K.) Limited.