REGISTERED NUMBER: 10458500 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

ICON SOLUTIONS (IPF) LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

B Hallifax

T P Kelleher

D Capehorn

REGISTERED OFFICE:

4th Floor, Tuition House

27-37 St George's Road

Wimbledon

London

SW19 4EU

REGISTERED NUMBER:

10458500 (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

FIXED ASSETS

Intangible assets

5

13,506,409

11,438,790

CURRENT ASSETS

Debtors

6

2,686,246

1,965,434

Cash at bank

32

21

2,686,278

1,965,455

CREDITORS

Amounts falling due within one year

7

15,039

6,800

NET CURRENT ASSETS

2,671,239

1,958,655

TOTAL ASSETS LESS CURRENT LIABILITIES

16,177,648

13,397,445

PROVISIONS FOR LIABILITIES

9

3,238,190

2,652,079

NET ASSETS

12,939,458

10,745,366

CAPITAL AND RESERVES

Called up share capital

10

100

100

Capital contribution reserve

11

25,298,078

22,667,714

Retained earnings

11

(12,358,720

)

(11,922,448

)

SHAREHOLDERS' FUNDS

12,939,458

10,745,366

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 Board of Directors and authorised for issue on 15 January 2026 and were signed on its behalf by:

B Hallifax - Director

1.	STATUTORY INFORMATION

Icon Solutions (IPF) 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 (£).

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

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

Going concern

The company has put in place agreements which give rise to future contracted revenue and has built a pipeline of future opportunities. The related company, Icon Solutions (UK) Limited has supported the company with cash flow funding as required.

Based on the achievement of management's forecasts for the business, the directors are of the opinion that the company has adequate working capital to cover its foreseeable requirements and is a going concern. Accordingly these financial statements are prepared on a going concern basis.

Related party exemption

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.

Significant 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:

a. 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.

b. Amortisation of intangible fixed assets

Intangible fixed assets are reviewed for impairment if events or circumstances indicate that the carrying value may not be recoverable.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover 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.

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.

Computer software is being amortised evenly over its estimated useful life of ten years.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.

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.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Debtors and creditors receivable / payable within one year

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.

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.

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 company has updated its accounting policy to recognise R&D expenditure credits as Other operating income within operating profit. 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, £871,832 has been recognised within Other operating income. This reclassification is neutral to the company's reported loss for the year, net asset position, and total equity for both the current and prior financial periods.

4.	EMPLOYEES AND DIRECTORS

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

5.	INTANGIBLE FIXED ASSETS

Development

Computer

costs

software

Totals

£

£

£

COST

At 1 April 2024

16,245,532

2,000,000

18,245,532

Additions

4,105,657

-

4,105,657

At 31 March 2025

20,351,189

2,000,000

22,351,189

AMORTISATION

At 1 April 2024

5,406,742

1,400,000

6,806,742

Amortisation for year

1,838,038

200,000

2,038,038

At 31 March 2025

7,244,780

1,600,000

8,844,780

NET BOOK VALUE

At 31 March 2025

13,106,409

400,000

13,506,409

At 31 March 2024

10,838,790

600,000

11,438,790

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Corporation tax

1,672,378

1,536,774

Deferred tax asset

1,013,868

428,660

2,686,246

1,965,434

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Other creditors

15,039

6,800

8.	SECURED DEBTS

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 Parent Company's trade debtors.

9.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

intangible assets

3,238,190

2,652,079

Deferred

tax

£

Balance at 1 April 2024

2,652,079

Provided during year

586,111

Balance at 31 March 2025

3,238,190

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

100

Ordinary

£1

100

100

11.

RESERVES

Capital

Retained

contribution

earnings

reserve

Totals

£

£

£

At 1 April 2024

(11,922,448

)

22,667,714

10,745,266

Deficit for the year

(436,272

)

(436,272

)

Capital contribution

-

2,630,364

2,630,364

At 31 March 2025

(12,358,720

)

25,298,078

12,939,358

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

Reserve

Retained earnings

All other net gains and losses and transactions with owners not recognised elsewhere

Capital contribution

Represents contributions of capital from the parent company.

During the year the parent company, Icon Solutions (UK) Limited, made a capital contribution of £2,630,364 (2024: £13,302,163) to the company.

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

The Report of the Auditors was unqualified.

Julien Upson (Senior Statutory Auditor)

for and on behalf of Hartley Fowler LLP

13.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Icon Solutions (UK) Limited, a company incorporated in England and Wales. The consolidated accounts are available to the public and may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.