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REGISTERED NUMBER: 06786276 (England and Wales)









GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

ICON SOLUTIONS (UK) LTD.

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Statement of Comprehensive Income 9

Consolidated Statement of Financial Position 10

Company Statement of Financial Position 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Statement of Cash Flows 14

Notes to the Consolidated Statement of Cash Flows 15

Notes to the Consolidated Financial Statements 16


ICON SOLUTIONS (UK) LTD.

COMPANY INFORMATION
FOR THE YEAR ENDED 31 MARCH 2025







DIRECTORS: A M J Brown
D Capehorn
B Hallifax
T P Kelleher
J West





REGISTERED OFFICE: 4th Floor Tuition House
27-37 St George's Road
Wimbledon
London
SW19 4EU





BUSINESS ADDRESS: 4th Floor, Tuition House
27-37 St George's Road
Wimbledon
London
SW19 4EU





REGISTERED NUMBER: 06786276 (England and Wales)





AUDITORS: Hartley Fowler LLP
Statutory Auditors
Chartered Accountants
4th Floor Tuition House
27-37 St George's Road
Wimbledon
London
SW19 4EU

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025


The directors present their strategic report of the company and the group for the year ended 31 March 2025.

The principal activities of the group during the year under review were that of an IT Consultancy, specialising in banking and payments solutions. We also continue to develop and sell our Instant Payments Framework (IPF) software product.

REVIEW OF BUSINESS
The board believes that the financial statements present a fair, balanced and understandable summary of the company's position and provides the information necessary to assess the company's performance

We continue to invest heavily in our product, IPF, with a total investment during the year of £4.1m (2024 - £3.6m).
We also continue to see returns on this investment. We had 9 active IPF clients at the end of the year, up from 7 the year before, with £4.1m of licence revenue (2024 - £3.5m) and £6.9m of implementation revenue (2024 - £4.3m) during the year. Since the year-end we have added another Tier 1 bank to the client list, are in the final stages of securing another and have a strong and growing pipeline of prospective new clients.

In the Services side of the business our billable heads have remained relatively static for the past year, with billable heads remaining steady across the year at an average of 50 (2024-70). Since the year-end we have invested further in Services with the hire of a Senior Sales Director. Whilst we continue to bring on board new banking clients, growth is constrained by attrition at our existing clients. Revenues for the period were £12.6m (2024 - £17.4m)

A reduction in the size of the Services team meant Permanent employee numbers declined to an average of 137 (2024 - 156) and our long-term associate model and continued relationship with our nearshore development team in Serbia, means that the overall Icon team averaged 159 people over the year (2024 - 174).

Our donations to partner charities totalled £122k for the year (2024: £130k) and they include continued support for WeSeeHope (an international development organisation supporting vulnerable children in East Africa), Polka Children's Theatre in Wimbledon, plus support for a scheme in France which plants and manages new forests on unused plots of land in order to offset carbon.

We renewed our certified CarbonNeutral status again as we do every year, offsetting not just our corporate carbon emissions, but also our estimation of all carbon emissions generated by all our employees.


KEY PERFORMANCE INDICATORS

The Board regularly reviews the performance of the company. In order to do so the board have chosen several KPIs, which have been chosen as easy to compare benchmarks.
These include:

1) Average Services Billable Headcount: 50 (2024 - 70)
2) Average Services Revenue per Day £58,455 (2024 - £80,859)
3) Contracted Annual Recurring Revenue for IPF £6,106,899 (2024 - £5,541,126).

PRINCIPAL RISKS AND UNCERTAINTIES
The management of the group and the execution of the group's strategies are subject to several risks and uncertainties.

The principal risks have always included the state of the banking IT market, and the level of spend within it and as we have seen recently this risk has impacted within our Services division. Icon continues to operate an associate model that allows it to flex with demand without having to reduce permanent headcount. However, whilst not a preferred approach, we can lose staff from our permanent team if Services demand drops further.

The key risk around the IPF product is around identifying sufficient demand, and we are more confident each year that there is significant market demand. Our qualified pipeline of sales prospects gets stronger each year and we have recently started a greater focus on North America and are looking at opportunities in other geographies as well.


ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025

FUTURE DEVELOPMENTS
Our strategy remains to continue to develop IPF and build on the strong foundations we have already created, and to continue to grow our core Services business to help our banking customers be successful.

Shortly after the year end UBS Bank made a strategic investment in the company and have joined the Board in an Observer role. Citi Bank and Natwest Bank also increased their strategic investments in the company.

The Board is considering transferring the trade of Icon Solutions (IPF) Limited, a 100% owned subsidiary, into Icon Solutions (UK) Limited. No firm decision has been made on this yet.

ON BEHALF OF THE BOARD:





B Hallifax - Director


15 January 2026

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 MARCH 2025


The directors present their report with the financial statements of the company and the group for the year ended 31 March 2025.

PRINCIPAL ACTIVITY
The principal activities of the group during the year under review were that of an IT consultancy specialising in banking and payments solutions.

DIVIDENDS
The aggregate dividends on the ordinary shares recognised during the financial year amount to £171,000 (2024 - £806,072).

There were no proposed dividends awaiting approval at 31 March 2025.

FUTURE DEVELOPMENTS
A detailed review of future developments can be found in the Strategic Report.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

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

A M J Brown
D Capehorn
B Hallifax
T P Kelleher
J West

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The company is risk-averse when it comes to financial management. Strict controls and monitoring processes are in place to ensure cash reserves remain sufficient, and detailed planning has taken place to establish levels of funding required for different strategic options.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information.

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 MARCH 2025


AUDITORS
The auditors, Hartley Fowler LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





B Hallifax - Director


15 January 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ICON SOLUTIONS (UK) LTD.


Opinion
We have audited the financial statements of Icon Solutions (Uk) Ltd. (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2025 and of the group's loss 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 group 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 group's and the parent 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 in the Group Strategic Report and 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ICON SOLUTIONS (UK) LTD.


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company 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 four, 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 group's and the parent 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 group or the parent 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:

We identify and assess risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
- the nature of the industry and sector, control environment and business performance;
- results of our enquiries of management about their own identification and assessment of the risks of irregularities;
- any matters we identified having obtained and reviewed the group's documentation of their policies and procedures;
- 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 have knowledge of any actual, suspected or alleged fraud;
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the group for fraud. In common with all audits we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the group operates in. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ICON SOLUTIONS (UK) LTD.


In addition we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group's ability to operate or to avoid a material penalty.

As a result of performing the above, we did not identify any key matters related to the potential risk of fraud or non-compliance with laws and regulations.

Our procedures to respond to risks identified included the following:
- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provision of relevant laws and regulations described as having a direct effect on the financial statements;
- enquiring of management concerning actual and potential litigation and claims;
- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
- reviewing minutes of meetings of those charged with governance, reviewing internal reports and reviewing correspondence with HMRC; and
- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments, assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale for any significant transactions that are unusual or outside the normal course of business.

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

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.




Julien Upson (Senior Statutory Auditor)
for and on behalf of Hartley Fowler LLP
Statutory Auditors
Chartered Accountants
4th Floor Tuition House
27-37 St George's Road
Wimbledon
London
SW19 4EU

15 January 2026

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025

2025 2024
Notes £    £   

TURNOVER 4 23,623,024 25,231,770

Cost of sales 7,353,563 9,679,133
GROSS PROFIT 16,269,461 15,552,637

Administrative expenses 19,621,578 20,305,834
(3,352,117 ) (4,753,197 )

Other operating income 911,312 965,048
OPERATING LOSS 6 (2,440,805 ) (3,788,149 )

Interest receivable and similar income 49,220 27,791
(2,391,585 ) (3,760,358 )

Interest payable and similar expenses 8 314,218 281,842
LOSS BEFORE TAXATION (2,705,803 ) (4,042,200 )

Tax on loss 9 (354,206 ) (168,845 )
LOSS FOR THE FINANCIAL YEAR (2,351,597 ) (3,873,355 )

OTHER COMPREHENSIVE INCOME
Share option valuation 1,236,247 1,019,162
Unrealised gain on derivative instrument - 123,451
Income tax relating to components of other
comprehensive income

-

-
OTHER COMPREHENSIVE INCOME FOR THE
YEAR, NET OF INCOME TAX

1,236,247

1,142,613
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

(1,115,350

)

(2,730,742

)

Loss attributable to:
Owners of the parent (2,351,597 ) (3,873,355 )

Total comprehensive income attributable to:
Owners of the parent (1,115,350 ) (2,730,742 )

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 MARCH 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 12 13,106,409 10,838,790
Tangible assets 13 135,325 119,667
Investments 14 - -
13,241,734 10,958,457

CURRENT ASSETS
Debtors 15 8,530,132 7,254,037
Cash at bank 948,696 4,669,471
9,478,828 11,923,508
CREDITORS
Amounts falling due within one year 16 5,895,567 5,675,644
NET CURRENT ASSETS 3,583,261 6,247,864
TOTAL ASSETS LESS CURRENT LIABILITIES 16,824,995 17,206,321

CREDITORS
Amounts falling due after more than one year 17 (9,402,500 ) (9,087,500 )

PROVISIONS FOR LIABILITIES 21 (3,272,019 ) (2,681,995 )
NET ASSETS 4,150,476 5,436,826

CAPITAL AND RESERVES
Called up share capital 22 90 90
Share option reserve 23 5,411,178 4,174,931
Other reserves 23 (1,366 ) (1,366 )
Retained earnings 23 (1,259,426 ) 1,263,171
SHAREHOLDERS' FUNDS 4,150,476 5,436,826

The financial statements were approved by the Board of Directors and authorised for issue on 15 January 2026 and were signed on its behalf by:





B Hallifax - Director


ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

COMPANY STATEMENT OF FINANCIAL POSITION
31 MARCH 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 12 - -
Tangible assets 13 135,325 119,667
Investments 14 101 101
135,426 119,768

CURRENT ASSETS
Debtors 15 5,843,886 5,288,603
Cash at bank 948,511 4,669,297
6,792,397 9,957,900
CREDITORS
Amounts falling due within one year 16 5,873,419 5,661,735
NET CURRENT ASSETS 918,978 4,296,165
TOTAL ASSETS LESS CURRENT LIABILITIES 1,054,404 4,415,933

CREDITORS
Amounts falling due after more than one year 17 (9,402,500 ) (9,087,500 )

PROVISIONS FOR LIABILITIES 21 (33,829 ) (29,916 )
NET LIABILITIES (8,381,925 ) (4,701,483 )

CAPITAL AND RESERVES
Called up share capital 22 90 90
Share option reserve 23 5,411,178 4,174,931
Fair value reserve 23 (25,298,077 ) (22,667,713 )
Retained earnings 23 11,504,884 13,791,209
SHAREHOLDERS' FUNDS (8,381,925 ) (4,701,483 )

Company's loss for the financial year (4,745,689 ) (14,684,476 )

The financial statements were approved by the Board of Directors and authorised for issue on 15 January 2026 and were signed on its behalf by:





B Hallifax - Director


ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025

Called up
share Retained Share
capital earnings premium
£    £    £   
Balance at 1 April 2023 93 5,942,598 999,991

Changes in equity
Issue of share capital (3 ) - (999,991 )
Total comprehensive income - (3,873,355 ) -
Dividends - (806,072 ) -
Balance at 31 March 2024 90 1,263,171 -

Changes in equity
Total comprehensive income - (2,351,597 ) -
Dividends - (171,000 ) -
Balance at 31 March 2025 90 (1,259,426 ) -
Share Fair
option Other value Total
reserve reserves reserve equity
£    £    £    £   
Balance at 1 April 2023 3,155,769 (1,366 ) (123,451 ) 9,973,634

Changes in equity
Issue of share capital - - - (999,994 )
Total comprehensive income 1,019,162 - 123,451 (2,730,742 )
Dividends - - - (806,072 )
Balance at 31 March 2024 4,174,931 (1,366 ) - 5,436,826

Changes in equity
Total comprehensive income 1,236,247 - - (1,115,350 )
Dividends - - - (171,000 )
Balance at 31 March 2025 5,411,178 (1,366 ) - 4,150,476

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025

Called up
share Retained Share
capital earnings premium
£    £    £   
Balance at 1 April 2023 93 15,979,594 999,991

Changes in equity
Issue of share capital (3 ) - (999,991 )
Total comprehensive income - (14,684,476 ) -
Dividends - (806,072 ) -
Investment impairment - 13,302,163 -
Balance at 31 March 2024 90 13,791,209 -

Changes in equity
Total comprehensive income - (4,745,689 ) -
Dividends - (171,000 ) -
Investment impairment - 2,630,364 -
Balance at 31 March 2025 90 11,504,884 -
Share Fair
option value Total
reserve reserve equity
£    £    £   
Balance at 1 April 2023 3,155,769 (9,489,001 ) 10,646,446

Changes in equity
Issue of share capital - - (999,994 )
Total comprehensive income 1,019,162 123,451 (13,541,863 )
Dividends - - (806,072 )
Investment impairment - (13,302,163 ) -
Balance at 31 March 2024 4,174,931 (22,667,713 ) (4,701,483 )

Changes in equity
Total comprehensive income 1,236,247 - (3,509,442 )
Dividends - - (171,000 )
Investment impairment - (2,630,364 ) -
Balance at 31 March 2025 5,411,178 (25,298,077 ) (8,381,925 )

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025

2025 2024
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 971,629 2,285,938
Interest paid 782 -
Finance costs paid - (979,412 )
Government grants (911,312 ) (965,048 )
Tax paid - (66,038 )
Tax refunded 571,361 653,560
Net cash from operating activities 632,460 929,000

Cash flows from investing activities
Purchase of intangible fixed assets (4,105,657 ) (3,588,635 )
Purchase of tangible fixed assets (101,008 ) (77,192 )
Interest received 24,430 2,688
Net cash from investing activities (4,182,235 ) (3,663,139 )

Cash flows from financing activities
Ordinary shares issued - (3 )
Preference shares issued - 9,000,000
Preference shares buyback - (5,000,000 )
Equity dividends paid (171,000 ) (806,072 )
Net cash from financing activities (171,000 ) 3,193,925

(Decrease)/increase in cash and cash equivalents (3,720,775 ) 459,786
Cash and cash equivalents at beginning of
year

2

4,669,471

4,209,685

Cash and cash equivalents at end of year 2 948,696 4,669,471

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025


1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025 2024
£    £   
Loss before taxation (2,705,803 ) (4,042,200 )
Depreciation charges 1,923,389 1,527,268
Share option reserve valuation 1,236,247 1,019,162
Unrealised gain on derivative instrument - 123,451
Finance costs 314,218 281,842
Finance income (49,220 ) (27,791 )
718,831 (1,118,268 )
Decrease in trade and other debtors 48,993 3,701,218
Increase/(decrease) in trade and other creditors 203,805 (297,012 )
Cash generated from operations 971,629 2,285,938

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 March 2025
31/3/25 1/4/24
£    £   
Cash and cash equivalents 948,696 4,669,471
Year ended 31 March 2024
31/3/24 1/4/23
£    £   
Cash and cash equivalents 4,669,471 4,209,685


3. ANALYSIS OF CHANGES IN NET DEBT

At 1/4/24 Cash flow At 31/3/25
£    £    £   
Net cash
Cash at bank 4,669,471 (3,720,775 ) 948,696
4,669,471 (3,720,775 ) 948,696
Debt
Debts falling due after 1 year (9,087,500 ) (315,000 ) (9,402,500 )
(9,087,500 ) (315,000 ) (9,402,500 )
Total (4,418,029 ) (4,035,775 ) (8,453,804 )

4. MAJOR NON-CASH TRANSACTIONS

Share-based payments of £1,236,247 (2024 £1,019,162) are included in administrative expenses and credited to the share option reserve.

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025


1. STATUTORY INFORMATION

Icon Solutions (Uk) Ltd. 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 General Information page.

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


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" and the Companies Act 2006.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention.

These financial statements are presented in UK Sterling being the functional currency of the group.

The financial statements are prepared in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), which have been applied consistently.

Significant accounting judgements and estimates
The Directors have made a number of estimates and assumptions regarding the future, and made some significant judgements in applying the company’s accounting policies. These are discussed below:

- Accrued/Deferred income
Revenue from services is recognised when the service is provided and the right to consideration earned. To the extent that a service is provided to third parties but no billing made, the amount is recognised as revenue and recorded as accrued income. Billings made in advance of services being provided are recognised as deferred income.

- Depreciation on tangible fixed assets
Tangible fixed assets are reviewed for impairment if events or circumstances indicate that the carrying value may not be recoverable.

-Valuation of stock options
Management uses the Black Scholes model to value the share options. The model requires use of assumptions regarding volatility, risk free interest rate, expected term and a calculation of the value of the group.

Basis of consolidation
The group consolidated financial statements include the financial statements of the company and its subsidiary undertakings made up to 31 March 2024. The accounts are adjusted, where appropriate, to conform to group accounting policies, intra-group sales and profit are eliminated fully on consolidation.

Turnover
Turnover, which excludes VAT, represents amounts chargeable for services provided to third parties in the
normal course of business. Revenue from services is recognised when the service is provided and the right to consideration earned. To the extent that a service is provided to third parties but no billing made, the amount is recognised as revenue and recorded as accrued income. Billings made in advance of services being provided are recognised as deferred income.

Interest on bank balances is included when receivable and the amount can be measured reliably by the company; this is normally upon notification of the interest paid or payable by the bank.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised evenly over their estimated useful life of ten years.

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


3. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Improvements to property - 20% on cost
Computer equipment - 33% on cost

Financial instruments
Debtors and creditors with no stated interest rate and receivables or payables 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.

Loans classified as debt instruments are initially measured at transaction price, including transaction costs, and subsequently measured at amortised cost using the effective interest method.

Derivative Financial instruments
The group uses forward foreign currency contracts to reduce foreign exchange risk. The fair market values of forward exchange contracts are calculated on the basis of the applicable spot market rates compared to the contracted forward contract rate. Gains and losses on contracts are recognised in the income statement in the period in which the transactions occurs.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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 statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Intangible assets relating to research and development
Research expenditure is written off to the income statement in the year in which it is incurred.

Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of the individual projects. In this situation, the expenditure is deferred and amortised over the period during which the company is expected to benefit.

The amortisation charge is estimated by the directors according to the estimated useful life of 10 years. The amortisation calculation is reviewed by the directors each year to ensure its suitability.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position 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.

Hire purchase and leasing commitments
Leases that do not transfer all the risks and rewards of ownership are classified as operating leases. Payments under operating leases are charged to the income statement on a straight-line basis over the lifetime of the lease.

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


3. ACCOUNTING POLICIES - continued

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Prior period reclassification
Following the introduction of the UK Merged Research and Development (R&D) Scheme for accounting periods beginning on or after 1 April 2024, the Group has updated its accounting policy to recognise R&D expenditure credits as Other Operating Income. Under the previous SME R&D scheme applicable in prior years, these credits were recognised as a component of the taxation credit or charge.

In accordance with FRS 102, the comparative figures for the year ended 31 March 2024 have been reclassified to ensure consistency with the current year's presentation. This has resulted in an increase to Other Operating Income and a corresponding increase to the Taxation Charge of £965,048 for the prior year. In the current year ended 31 March 2025, £911,312 has been recognised within Other Operating Income. This reclassification is neutral to the Group's reported loss for the year, net asset position, and total equity for both the current and prior financial periods.

Share capital
Ordinary shares are classified as equity.

Impairment
Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

Share options
The group operates an EMI share option scheme and an unapproved share option scheme for certain employees, engaging in equity settled share based payment transactions in respect of services received. Details of the options within this scheme are set out in the Share Based Payment Transactions note.

It is the policy of the group to grant share options that have an exercise price representing fair market value at the date of grant. Fair market values have been determined using the Black Scholes model, which takes into account the exercise price of the option, the current share price, the risk free interest rate, the expected volatility of the share price over the life of the option and other relevant factors. This in accordance with FRS 102 'Share-based Payment'.

4. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

2025 2024
£    £   
United Kingdom 13,816,187 18,897,769
Europe 5,524,007 3,145,106
Rest of world 4,282,830 3,188,895
23,623,024 25,231,770

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


5. EMPLOYEES AND DIRECTORS
2025 2024
£    £   
Wages and salaries 11,306,659 13,942,064
Social security costs 1,509,945 1,665,496
Other pension costs 1,198,091 1,129,944
14,014,695 16,737,504

The average number of employees during the year was as follows:
2025 2024

Administration and operations 13 14
Sales and marketing 11 10
Consultants 39 68
IPF 70 60
Board of Directors 4 4
137 156

Share-based payments

Share-based payments of £1,236,247 (2024 £1,019,162) are included in administrative expenses and credited to the share option reserve. See note 27 for details of share option movements during the year.

Key management remuneration

Key management personnel are those persons who have authority and responsibility for planning and controlling the activities of the group, and are considered to be the directors and the senior leadership team. Staff costs includes compensation paid to key management personnel.

Key management personnel remuneration for the year was £2,063,493 (2024 £1,593,068).

6. OPERATING LOSS

The operating loss is stated after charging:

2025 2024
£    £   
Other operating leases 208,856 211,442
Depreciation - owned assets 85,350 70,005
Development costs amortisation 1,838,038 1,457,263
Foreign exchange differences 27,941 48,054
Share-based payments 1,236,247 1,019,162
Motor vehicle leasing costs 329,124 313,763

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


7. AUDITORS' REMUNERATION
2025 2024
£    £   
Fees payable to the company's auditors for the audit of the company's financial
statements

15,990

13,500
Total audit fees 15,990 13,500

Taxation compliance services 8,610 10,000
Other non- audit services 14,241 15,513
Total non-audit fees 22,851 25,513
Total fees payable 38,841 39,013

8. INTEREST PAYABLE AND SIMILAR EXPENSES
2025 2024
£    £   
Interest on corporation tax (782 ) 1,502
3.5% preference voting shares 185,395 105,139
3.5% preference non-voting shares 129,605 175,201
314,218 281,842

9. TAXATION

Analysis of the tax credit
The tax credit on the loss for the year was as follows:
2025 2024
£    £   
Current tax:
Tax - prior years 250 -
Corporation Tax - current year 173,149 -
Total current tax 173,399 -

Deferred tax (527,605 ) (168,845 )
Tax on loss (354,206 ) (168,845 )

UK corporation tax has been charged at 25 % (2024 - 25 %).

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


9. TAXATION - continued

Reconciliation of total tax credit included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025 2024
£    £   
Loss before tax (2,705,803 ) (4,042,200 )
Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2024 -
25 %)

(676,451

)

(1,010,550

)

Effects of:
Expenses not deductible for tax purposes 953,067 864,650
Capital allowances in excess of depreciation - (1,796 )
R&D tax credit adjustments (911,312 ) (320,204 )
Deferred tax (527,605 ) (168,845 )
Corporation tax - prior years 250 -
Trading losses carried forward 807,845 467,900
Total tax credit (354,206 ) (168,845 )

Tax effects relating to effects of other comprehensive income

2025
Gross Tax Net
£    £    £   
Share option valuation 1,236,247 - 1,236,247
Unrealised gain on derivative instrument
1,236,247 - 1,236,247

2024
Gross Tax Net
£    £    £   
Share option valuation 1,019,162 - 1,019,162
Unrealised gain on derivative instrument 123,451 - 123,451
1,142,613 - 1,142,613

10. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.


11. DIVIDENDS
2025 2024
£    £   
Ordinary shares of £0.0001 each
Interim 171,000 806,072

Dividends in relation to preference shares are recognised in finance costs as shown in note 8.

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


12. INTANGIBLE FIXED ASSETS

Group
Development
costs
£   
COST
At 1 April 2024 16,245,532
Additions 4,105,657
At 31 March 2025 20,351,189
AMORTISATION
At 1 April 2024 5,406,742
Amortisation for year 1,838,038
At 31 March 2025 7,244,780
NET BOOK VALUE
At 31 March 2025 13,106,409
At 31 March 2024 10,838,790

Development costs relate to the development of the IPF software product where the costs satisfy the technical, commercial and financial viability of the individual projects. Research expenditure is written off to the income statement in the year in which it is incurred. Amortisation is included within administrative expenses.

13. TANGIBLE FIXED ASSETS

Group
Improvements
to Plant and Computer
property machinery equipment Totals
£    £    £    £   
COST
At 1 April 2024 70,015 24,142 544,083 638,240
Additions 24,335 - 76,673 101,008
At 31 March 2025 94,350 24,142 620,756 739,248
DEPRECIATION
At 1 April 2024 70,015 24,142 424,416 518,573
Charge for year 3,650 - 81,700 85,350
At 31 March 2025 73,665 24,142 506,116 603,923
NET BOOK VALUE
At 31 March 2025 20,685 - 114,640 135,325
At 31 March 2024 - - 119,667 119,667

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


13. TANGIBLE FIXED ASSETS - continued

Company
Improvements
to Plant and Computer
property machinery equipment Totals
£    £    £    £   
COST
At 1 April 2024 70,015 24,142 544,083 638,240
Additions 24,335 - 76,673 101,008
At 31 March 2025 94,350 24,142 620,756 739,248
DEPRECIATION
At 1 April 2024 70,015 24,142 424,416 518,573
Charge for year 3,650 - 81,700 85,350
At 31 March 2025 73,665 24,142 506,116 603,923
NET BOOK VALUE
At 31 March 2025 20,685 - 114,640 135,325
At 31 March 2024 - - 119,667 119,667

14. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 April 2024 101
Additions 2,630,364
Impairments (2,630,364 )
At 31 March 2025 101
NET BOOK VALUE
At 31 March 2025 101
At 31 March 2024 101

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiary


Icon Solutions (IPF) Ltd
Registered office: 4th Floor, Tuition House, 27/37 St George's Road, Wimbledon, London, England, SW19 4EU
Nature of business:
%
Class of shares: holding
Ordinary 100.00


ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


15. DEBTORS

Group Company
2025 2024 2025 2024
£    £    £    £   
Amounts falling due within one year:
Trade debtors 2,368,141 1,087,029 2,368,141 1,087,029
Other debtors 167,009 106,858 167,009 106,858
Directors' current accounts 460,905 436,114 460,905 436,114
Corporation tax 1,711,858 1,536,774 39,480 -
Deferred tax asset 2,629,251 1,511,621 1,615,383 1,082,961
VAT 74,576 - 74,576 -
Accrued income 242,556 1,767,698 242,556 1,767,698
Prepayments 521,102 461,576 521,102 461,576
8,175,398 6,907,670 5,489,152 4,942,236

Amounts falling due after more than one year:
Other debtors 354,734 346,367 354,734 346,367

Aggregate amounts 8,530,132 7,254,037 5,843,886 5,288,603

During the previous years two directors borrowed £200,000 each from the group. Interest is charged at 1.25% over Bank of England base rate.

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Trade creditors 857,006 214,324 849,897 207,215
Tax 24,590 8,472 24,590 8,472
Social security and other taxes 489,188 470,516 489,188 470,516
VAT - 32,129 - 32,129
Other creditors 271,349 249,480 271,349 249,480
Deferred income 1,709,595 2,266,759 1,709,595 2,266,759
Accrued expenses 2,543,839 2,433,964 2,528,800 2,427,164
5,895,567 5,675,644 5,873,419 5,661,735

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Preference shares (see note 18) 9,402,500 9,087,500 9,402,500 9,087,500

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


18. LOANS

An analysis of the maturity of loans is given below:

Group Company
2025 2024 2025 2024
£    £    £    £   
Amounts falling due in more than five years:
Repayable otherwise than by instalments
Preference shares 9,402,500 9,087,500 9,402,500 9,087,500

Details of Preference Shares shown as liabilities are as follows:

Allotted, issued and fully paid:
Number: Class: Nominal 2025 2024
value: £ £
61,736 A Preference voting 3.5% £0.0001 6 6
47,269 A Preference voting 3.5% £0.0001 5 5
76,203 A Preference non-voting 3.5% £0.0001 7 7
18 18

During the prior year the following preference shares were issued:

61,736 A Preference voting shares of £0.0001 each were allotted as fully paid at a premium of £48.594 per share.

47,269 A Preference voting shares of £0.0001 each were allotted as fully paid at a premium of £48.594 per share.

76,203 A Preference non-voting shares of £0.0001 each were allotted as fully paid at a premium of £48.594 per share.

During the prior year the company bought back 47,268 A Preference voting 8% shares and 86,313 A Preference non-voting 8% shares.

Holders of preference shares are entitled to 3.5% fixed cumulative dividends per annum.

Holders of preference voting shares are entitled to one vote per share on an as converted basis with the voting ordinary shares at meetings of the company. Preference shares may be converted into an equivalent number of ordinary shares by their holders at any time and will automatically be converted into an equivalent number of ordinary shares upon an IPO where set conditions are met.

As at the balance sheet date, the preference shares creditor includes fixed cumulative dividends of £402,450 (2024 - £87,500).

19. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable
operating leases
2025 2024
£    £   
Within one year 478,735 472,553
Between one and five years 579,528 276,363
1,058,263 748,916

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


19. LEASING AGREEMENTS - continued

Company
Non-cancellable
operating leases
2025 2024
£    £   
Within one year 478,735 472,553
Between one and five years 579,528 276,363
1,058,263 748,916

20. SECURED DEBTS

Lloyds Bank have an unlimited debenture dated 15/09/2009 incorporating a fixed and floating charge. The amount secured is all monies due or to become due from the group to the bank on any bank account.

Lloyds Bank Commercial Finance Limited have an all assets debenture dated 26/09/2023 incorporating a fixed and floating charge. Borrowings drawn under the Receivables Finance Agreement (invoice discounting) are secured against the group's trade debtors.

21. PROVISIONS FOR LIABILITIES

Group Company
2025 2024 2025 2024
£    £    £    £   
Deferred tax
Accelerated capital allowances 33,829 29,916 33,829 29,916
Other timing differences 3,238,190 2,652,079 - -
3,272,019 2,681,995 33,829 29,916

Group
Deferred
tax
£   
Balance at 1 April 2024 2,681,995
Provided during year 590,024
Balance at 31 March 2025 3,272,019

Company
Deferred
tax
£   
Balance at 1 April 2024 29,916
Provided during year 3,913
Balance at 31 March 2025 33,829

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


22. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2025 2024
value: £    £   
900,000 Ordinary £0.0001 90 90
NIL - -
90 90

Holders of ordinary shares have full rights to dividends and capital distributions. Holders of ordinary voting shares are entitled to one vote per share at meetings of the company.

23. RESERVES

Group
Share
Retained option Other
earnings reserve reserves Totals
£    £    £    £   

At 1 April 2024 1,263,171 4,174,931 (1,366 ) 5,436,736
Deficit for the year (2,351,597 ) (2,351,597 )
Dividends (171,000 ) (171,000 )
Share option reserve - 1,236,247 - 1,236,247
At 31 March 2025 (1,259,426 ) 5,411,178 (1,366 ) 4,150,386

Company
Share Fair
Retained option value
earnings reserve reserve Totals
£    £    £    £   

At 1 April 2024 13,791,209 4,174,931 (22,667,713 ) (4,701,573 )
Deficit for the year (4,745,689 ) (4,745,689 )
Dividends (171,000 ) (171,000 )
Share option reserve - 1,236,247 - 1,236,247
Investment impairment 2,630,364 - (2,630,364 ) -
At 31 March 2025 11,504,884 5,411,178 (25,298,077 ) (8,382,015 )

The following describes the nature and purpose of each reserve within equity:

Retained earnings Accumulated retained profits/losses of the group.
Share option reserve Grant date fair value of options to employees but not exercised.
Share premium Premiums received on the issue of share capital.
Other reserves Translation differences arising on consolidation of foreign subsidiaries.
Fair value reserve Gains/losses on revaluation of the group's or company's investments and derivative
instruments.


24. RELATED PARTY DISCLOSURES

During the year aggregate dividends of £171,000 (2024 - £806,072) were paid to the directors and their associates.

During the previous years two directors borrowed £200,000 each from the group. Interest is charged at 1.25% over Bank of England base rate. The amount owing to the group is shown in current assets.

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


25. POST BALANCE SHEET EVENTS

In April 2025 the group issued the following preference shares:

85,486 B Preference voting shares of £0.0001 each were allotted at £48.59 per share, totalling £4,153,763.

68,867 B Preference non voting shares of £0.0001 each were allotted at £48.59 per share, totalling £3,346,247.

After the year end the group granted 33,047 share options with an exercise price of £9.94.

26. ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party.

ICON SOLUTIONS (UK) LTD. (REGISTERED NUMBER: 06786276)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025


27. SHARE-BASED PAYMENT TRANSACTIONS

The following share options are in issue at the year end:
2025 2024
Enterprise Management Incentive (EMI) Options:

Outstanding at the beginning of the year 120,496 98,177
Granted during the year 32,243 36,453
Transferred during the year - -
Lapsed or cancelled during the year (3,075 ) (14,134 )
Outstanding at the end of the year 1249,664 120,496
Vesting period (from date of grant) 0-1 years 0-1 years
Exercise price per ordinary share £1.61-£9.94 £1.61-£5.99

2025 2024
Unapproved Options:

Outstanding at the beginning of the year 28,677 29,251
Granted during the year 804 1,553
Transferred during the year - -
Lapsed or cancelled during the year (335 ) (2,127 )
Outstanding at the end of the year 29,146 28,677
Vesting period (from date of grant) 0-1 years 0-1 years
Exercise price per ordinary share £1.61-£9.94 £1.61-£5.99

In arriving at the fair value, each grant of an option is valued separately using Black Scholes Model and the resulting fair value charged to the profit and loss over the vesting period.

The expected life used in the model has been adjusted, based on management's best estimate for the effects on non-transferability, exercise restriction and behavioural considerations.

The following table lists the assumptions used in the model for the EMI share options:

2025 2024

Expected volatility 20% 20%
Risk free interest rate 0.75%-5.25% 0.75%-4525%
Expected life of option (years) 3, 5,10 5,10
Exercise price (approved) £1.61-£9.73 £1.61-£9.73
Expected dividends None None

The following table lists the assumptions used in the model for the unapproved share options:

2025 2024

Expected volatility 20% 20%
Risk free interest rate 0.75%-5.25% 0.75%-5.25%
Expected life of option (years) 3, 5,10 5,10
Exercise price (approved) £1.61-£9.73 £1.61-£9.73
Expected dividends None None

Share-based payments of £1,236,247 (2024 £1,019,162) are included in administrative expenses and credited to the share option reserve.

After the year end the group granted an additional 33,047 share options with an exercise price of £9.94.