REGISTERED NUMBER: 05894352 (England and Wales)

ICP HOLDINGS LIMITED

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Company Information

1

Report of the Directors

2

to

3

Report of the Independent Auditor

4

to

6

Statement of Income and Retained Earnings

7

Statement of Financial Position

8

Notes to the Financial Statements

9

to

13

DIRECTORS:

Sir N H P Bacon

Lord J P Marland of Odstock

T Shenton

Lord C E W Mackenzie Geidt

SECRETARY:

E Birks

REGISTERED OFFICE:

3 Castlegate

Grantham

Lincolnshire

NG31 6SF

REGISTERED NUMBER:

05894352 (England and Wales)

SENIOR STATUTORY AUDITOR:

Satyajeet Beekarry

AUDITOR:

PKF Littlejohn LLP

30 Churchill Place

London

E14 5RE

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

PRINCIPAL ACTIVITY

The Company primarily operates as a holding entity, investing in businesses engaged in underwriting activities as a corporate member of Lloyd's and as a member agent.

DIVIDENDS

The company paid dividends totalling £1,350,000 during the year.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

Sir N H P Bacon

Lord J P Marland of Odstock

T Shenton

Lord C E W Mackenzie Geidt

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

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

SMALL COMPANIES NOTE

In Preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITOR

The auditor, PKF Littlejohn LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

T Shenton - Director

4 September 2026

Opinion

We have audited the financial statements of ICP Holdings Limited (the 'Company') for the year ended 31 December 2025 which comprise Statement of Income and Retained Earnings, Statement of financial position 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 FRS 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 the 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.

Matters on which we are required to report by exception

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

Responsibilities of directors

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.

Auditor's 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 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

•

We obtained an understanding of the Company and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussion with the with the directors and the application of our knowledge and experience of the sector in which the Company operates in.

•

We determined the principal laws and regulations relevant to the Company in this regard to be those arising from the financial reporting framework ( FRS 102 and Companies Act 2006), the Financial Conduct Authority and UK taxation legislation.

•

We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the Company with those laws and regulations. These procedures included, but were not limited to:

o

Discussion with management of any known, or suspected instances, of non-compliance by the Company with those laws and regulations;

o

Discussion with management of any, or suspected, incidence of fraud; and

o

Review of the financial statements disclosure and testing to supporting documentation to assess compliance with applicable law and regulation.

•

Review of the minutes of the board of directors and other correspondence as we deemed appropriate.

•

A review and testing of the system of controls established by management to ensure the accuracy of the financial statements.

•

We identified the risks of material misstatement of the financial statements due to fraud as being those arising from management override of controls. We have addressed this risk by performing audit procedures which included, but were not limited to, the testing of journals, reviewing material accounting estimates for evidence of bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business that came to our attention.

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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 auditor's report.

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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

Satyajeet Beekarry (Senior Statutory Auditor)

for and on behalf of PKF Littlejohn LLP

30 Churchill Place

London

E14 5RE

4 September 2026

REVENUE

1,900,000

1,300,000

Administrative expenses

71,352

226,446

OPERATING PROFIT

4

1,828,648

1,073,554

Interest receivable and similar income

5,187

-

PROFIT BEFORE TAXATION

1,833,835

1,073,554

Tax on profit

5

(16,379

)

(36,844

)

PROFIT FOR THE FINANCIAL YEAR

1,850,214

1,110,398

Retained earnings at beginning of year

4,050,028

4,799,966

Dividends

6

(1,350,000

)

(1,860,336

)

RETAINED EARNINGS AT END OF YEAR

4,550,242

4,050,028

FIXED ASSETS

Investments

7

6,585,421

6,084,911

CURRENT ASSETS

Debtors

8

911,937

2,294,234

Cash at bank

36,011

40,498

947,948

2,334,732

CREDITORS

Amounts falling due within one year

9

383,127

1,769,615

NET CURRENT ASSETS

564,821

565,117

TOTAL ASSETS LESS CURRENT LIABILITIES

7,150,242

6,650,028

CAPITAL AND RESERVES

Called up share capital

10

2,600,000

2,600,000

Retained earnings

11

4,550,242

4,050,028

SHAREHOLDER FUNDS

7,150,242

6,650,028

The financial statements were approved by the Board of Directors and authorised for issue on 4 September 2026 and were signed on its behalf by:

T Shenton - Director

1.	STATUTORY INFORMATION

ICP Holdings 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.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

- From preparing a Statement of Cash Flows, based on the requirements of Section 7 Statement of Cash Flows;

- From disclosing related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transactions is wholly owned by such a member, as required by Section 33 Related Party Disclosures - paragraph 33.1A.

Preparation of consolidated financial statements

The financial statements contain information about ICP Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, ICP Group Holdings Limited, 3 Castlegate, Grantham, Lincolnshire, United Kingdom, NG31 6SF.

Revenue

Revenue comprises dividend income from subsidiary undertakings. Dividend income from subsidiary undertakings is recognised when the shareholders' right to receive payment has been established.

During the year, the company received dividend income of £1,900,000 (2024: £1,300,000) from its subsidiary undertakings.

Financial instruments

Basic financial assets, including trade and other debtors and cash and bank balances are initially recognised at transaction price, unless the arrangement constitute a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the income statement.

Basic financial liabilities, including trade and other 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 receipts discounted at a market rate of interest.

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. Accounts 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.

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 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.

Investments

Unlisted investments are stated at cost less impairment.

Key accounting judgements and estimation uncertainties

Directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. These judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.

The Directors review the carrying amount of the Company's investments at each reporting date to determine whether there is evidence of impairment. Where an indication of impairment exists, the Directors will carry out an impairment review to determine the recoverable amount, which is the higher of fair value less cost to sell and value in use.

The recoverable amount is based on management’s best estimate of the investment’s fair value or value in use, using the most reliable information available at the time. Estimating the recoverable amount involves judgement, particularly where investments are unlisted and observable market data is not available.

There have been no indicators of impairments indentified during the current financial year.

3.	EMPLOYEES AND DIRECTORS

The average number of staff employed by the company was 4 (2024: 4).

The administrative expenses include costs related to recharged salaries of the directors amounting to £31,993 (2024: £31,985).

4.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Auditors' remuneration

12,750

34,655

5.

TAXATION

Analysis of the tax credit

The tax credit on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

(16,379

)

(38,311

)

Adjustment re previous years

-

1,467

Tax on profit

(16,379

)

(36,844

)

Reconciliation of total tax credit included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before tax

1,833,835

1,073,554

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

458,459

268,389

Effects of:

Expenses not deductible for tax purposes

162

18,300

Income not taxable for tax purposes

(475,000

)

(325,000

)

Adjustments to tax charge in respect of previous periods

-

1,467

Total tax credit

(16,379

)

(36,844

)

6.

DIVIDENDS

During the year, dividends of £1,350,000 were paid out.

7.	FIXED ASSET INVESTMENTS

Unlisted

investments

£

COST

At 1 January 2025

6,084,911

Additions

500,510

At 31 December 2025

6,585,421

NET BOOK VALUE

At 31 December 2025

6,585,421

At 31 December 2024

6,084,911

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

819,909

2,189,856

Other debtors

75,649

60,050

Taxation

16,379

38,311

Prepayments and accrued income

-

6,017

911,937

2,294,234

Amounts owed by group undertakings is due on demand and does not bear any interest.

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

232,322

96,967

Other creditors

100,000

1,634,543

Accruals and deferred income

50,805

38,105

383,127

1,769,615

Amounts owed to group undertakings is due on demand and does not bear any interest.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

2,600,000

Ordinary

1

2,600,000

2,600,000

11.

RESERVES

Retained

earnings

£

At 1 January 2025

4,050,028

Profit for the year

1,850,214

Dividends

(1,350,000

)

At 31 December 2025

4,550,242

12.	RELATED PARTY DISCLOSURES

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

During the year, the Company made a loan of £25,000 (2024: £50,000) to ICP MZ Investments Ltd, a related party due to being under common control. As at the balance sheet date £75,000 was still owed to the Company (2024: £50,000).

During the year, a related party under common management, ICP Investment Holdings Limited's balance of £1,534,543 was transferred to ICP Capital Limited. As at the balance sheet date £Nil was owed by the Company (2024: £1,534,543).

As at the balance sheet date £100,000 was due to ICP Reinsurance Limited, a related party due to being under common management (2024: £100,000).

13.	ULTIMATE CONTROLLING PARTY

The Company's ultimate controlling party and parent company is ICP Group Holdings Limited, a company registered in England & Wales. The Company's results are consolidated in the group accounts of ICP Group Holdings Limited, copies of which are available at 3 Castlegate, Grantham, NG31 6SF.