The directors present their annual report and financial statements of the Company for the year ended 31 December 2025.

iCapital UK International Limited (the “Company”) provides relationship management services including maintaining a relationship with ongoing clients and account servicing by being the point of contact for inquiries or other business-related requests or requirements as offered in the United Kingdom. Institutional Capital Network Inc. (“ICN”), a company based in the United States and an affiliate of the Company, is the owner of these client relationships and continues to oversee the relationship management rendered by the Company.

The Company performs the services in accordance with the information, specifications and requirements provided by ICN in a timely and workman like manner consistent with industry standards. The Company informs ICN within a reasonable time of any issues or concerns raised by clients in the UK.

The Company based its service fee on the cost-plus method, using 12% as a mark-up over incurred operating expenses.

The Company recorded a net profit for the year ended 31 December 2025 of £415,054 (2024 restated: £546,913) which the directors propose to allocate in full to retained earnings. The net liability position of the Company at the reporting date was £58,335 (2024 restated: £641,638).

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The Company maintains insurance policies provided by XL Specialty Insurance Company on behalf of all the directors against liability arising from negligence, breach of duty and breach of trust in relation to the Company. The policy was in place for the accounting year and up to the date of the approval of these financial statements.

On 15th January 2026, a date after the reporting date but prior to the date of signing these accounts, the Company entered into a debt to equity transaction.

Amounts owed to group undertakings totalling £1,156,374 were reassigned to the Company's Parent Company in exchange for 2 £1 shares.

There have been no further significant events after the Balance Sheet date.

The auditor, Benee Consulting Ltd, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the Company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the Company’s auditor is aware of that information.

The company is reliant on its ultimate parent company for support in meeting its obligations as they fall due. Therefore, the ultimate parent company has confirmed to the directors that it will continue to support the company for at least 12 months after the date of signing these accounts.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption, this is applicable on the basis that the Company belongs to an ineligible Group but would have otherwise qualified as a small company.

The directors have taken the exemption under S414B not to prepare a strategic report on the same basis i.e. that the Company would qualify as a small company if it was not part of an ineligible Group.

The directors are responsible for preparing the annual report 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of iCapital UK International Limited (the 'Company') for the year ended 31 December 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 Company's affairs as at 31 December 2025 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 Auditor's 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

• the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors' report has been prepared in accordance with applicable legal requirements.

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 directors' report.

We have nothing to report in respect of the following matters in relation to which 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.

As explained more fully in the directors' responsibilities statement, 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 is 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.

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 an auditor's report 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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the Company through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the Company's member 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 member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's member, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

iCapital UK International Limited (the Company) is a private Company limited by shares incorporated in England and Wales. The registered office is 19 Dacre Street, Floor 1, London, United Kingdom, SW1H 0DJ.

The principal activities of the Company are disclosed within the directors' report.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

All amounts are expressed in Pound Sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest pound sterling.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The Company recognises a prior period adjustment in the event of a material error, whether caused by a change of accounting policy, estimation technique or other error.

The Company was party to a group reconstruction during the prior year, resulting in the acquisition of the trade, assets and liabilities of a fellow group company. The Company applies merger accounting to account for a group reconstruction in accordance with the Companies Act 2006.

The carrying values of the assets and of the parties to the combination, liabilities, adjusted for uniformity of accounting policies, are included within the financial statements from the date of acquisition by the Company. The difference between the proceeds paid and the book value of the assets and liabilities acquired is recorded within the Business Combination Reserve.

The company is reliant trueon its ultimate parent company for support in meeting its obligations as they fall due. Therefore, the ultimate parent company has confirmed to the directors that it will continue to support the company for at least 12 months after the date of signing these accounts.

Cost plus turnover

The Company derives its revenue primarily from the provision of relationship management services to Institutional Capital Network Inc ("ICN").

Turnover in respect of these services is calculated on a cost plus method in accordance with intercompany service arrangement. The Company applies a cost plus mark-up of 12% on the relevant operating expenses.

Turnover with non-group customers

Turnover is recognised at the fair value of the consideration received or receivable net of discounts and value added taxes. Turnover includes revenue earned from sales of goods and from the rendering of services. Turnover is reduced for customer returns, rebates and other similar allowances.

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of the contract cannot be estimated reliably.

The Company recognises revenue when:

• The amount of revenue can be measured reliably;

• it is probable that future economic benefits will flow to the entity;

• and specific criteria have been met for each of the Company's activities.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the Company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand.

The Company considers all highly liquid investments with original maturity of three months or less to be 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 in the Company's balance sheet 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.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the Company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the Company are recorded at the proceeds received, net of transaction costs.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Equity-settled share-based payments arising from stock options are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes option pricing model.

Restricted stock units (RSUs) are measured at fair value at the date of grant by reference to the fair value of the issuing Company's common stock which is determined based on the estimated non-marketable fair value derived from the issuing Company's 409A valuation.

The fair values determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity for amounts of share based payment expense on awards granted to employees of the Company.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

The Company participates in a share-based payment arrangement granted to its employees and employees of its fellow subsidiaries from the Ultimate Parent Company. The Company has elected to recognise and measure its share-based payment expense on the basis of a reasonable allocation of the expense for the group recognised in its consolidated accounts.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The average monthly number of persons (including directors) employed by the Company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2024 - 0).

The number of directors who are entitled to receive shares under long term incentive schemes during the year was 1 (2024 - 1).

There was only one director who received remuneration in the year and therefore the director remuneration is also the remuneration paid to the highest paid director.

The highest paid director has been entitled to receive shares under a long term incentive scheme during the year.

The actual charge/(credit) for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Impairments in the year amounted to £nil (2024- £nil)

Amounts due from group undertakings are unsecured, interest free and repayable on demand.

Accrued income totalling £682,116, (2024 as restated: £350,150) is amounts due to be invoiced to group undertakings.

Amounts due to group undertakings are unsecured, interest free and repayable on demand.

The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon:

The deferred tax asset set out above mainly relates to tax losses which are expected to be utilised against future expected profits. It is anticipated that the benefit of these losses will be realised by 2031.

The tax losses arise following a transfer of trade, assets and liabilities from Mirador Worldwide Limited, a fellow group company on 1st December 2024.

The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

As at the balance sheet date, the Company had an unpaid pension creditor of £25,458 (2024: £24,341).

The Company participates in a share-based payment arrangement granted to its employees and employees of its fellow subsidiaries from the Ultimate Parent Company. The Company has elected to recognise and measure its share-based payment expense on the basis of a reasonable allocation of the expense for the group recognised in its consolidated accounts.

Stock options are typically granted to employees with a 4 year vesting schedule, one-fourth on the first anniversary of the employee's start date, with the remaining vesting in equal 25% annual instalments on the second, third and fourth anniversaries of the employee's start date.

A summary of the stock options is included below:

Each stock option granted has an exercise price equal to the estimated non‑marketable fair market value of the Company’s common stock, as determined by a Section 409A valuation, as of the grant date.

Compensation expense related to employee stock options is measured based on the grant‑date fair value, which is estimated using the Black‑Scholes option‑pricing model. Management believes the Black‑Scholes model represents the most appropriate valuation methodology given the relatively short contractual lives of the options and employees’ typical exercise behaviour, including the requirement to exercise within a limited period following vesting.

The expected life assumption used in the model reflects management’s best estimate and considers the effects of non‑transferability, exercise restrictions, and historical and expected employee exercise behaviour.

Non‑vesting conditions and market conditions are incorporated into the grant‑date fair value of the options. Service conditions and non‑market performance conditions are reflected through adjustments to the number of options expected to vest at each reporting date.

The weighted‑average grant‑date fair value of options granted during the period was determined using the Black‑Scholes option‑pricing model.

The options outstanding at 31 December 2025 had an exercise price ranging from £2.87 ($3.87) to £3.62 ($4.89), and a remaining contractual life of 3.5 years.

Share based compensation expense related to RSUs is measured at the grant-date fair value of the awards. The grant-date fair value of the Company’s common stock is determined based on the estimated non-marketable fair value derived from the Company’s 409A valuation.

The RSUs outstanding at 31 December 2025 had a weighted average grant-date fair value of £6.42 ($8.66), and a remaining contractual life of 4 years. No RSUs vested during the year.

During the year, the Company recognised a total share-based payment expenses of £155,377 (2024 - £110,202) which related to equity settled share based payment transactions. This is recognised in the share-based payment reserve as a contribution awarded to the Company from its Ultimate Parent Company.

The Company has one class of ordinary shares which carry no right to fixed income.

The share based payment reserve represents contributions awarded to the Company from its Ultimate Parent Company. This is in respect of share options granted over the equity of the Ultimate Parent Company to employees of the Company.

The business combination reserve arose during the year following the acquisition of the trade, assets and liabilities of fellow group company Mirador Worldwide Ltd on 1st December 2024, the purchase price was £1 cash consideration.

The acquisition included assets with a book value of £117,600 including £53,297 cash. It also included creditors with a book value of £1,399,261 including £129,841 accruals and £1,192,885 owed to other group companies. This resulted in a business combination undistributable reserve deficit totalling £1,281,661.

At the reporting date the Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

On 15th January 2026, a date after the reporting date but prior to the date of signing these accounts, the Company entered into a debt to equity transaction.

Amounts owed to group undertakings totalling £1,156,374 were reassigned to the Company's Parent Company in exchange for 2 £1 shares.

There have been no further significant events after the Balance Sheet date.

The Company has taken advantage of the exemption available per paragraph 33.1A of FRS 102 whereby it has not disclosed transactions with the Ultimate Parent Company or any wholly owned subsidiary undertaking of the group.true

The Company is under the control of its Parent Company iCapital Network International Limited, a Company registered in Malta due to its 100% shareholding.

The ultimate parent is iCapital, Inc (the "Ultimate Parent Company") a Company registered in the United States of America.

There is no ultimate controlling party as there is no single person or entity with a 25% interest in the Ultimate Parent Company.