ACCOUNTS - Final Accounts preparation

Operating profit

The operating profit is stated after charging:

Registered number: 06791294

ICONS SHOP LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

ICONS SHOP LIMITED

COMPANY INFORMATION

Directors	E D Freedman (resigned 12 January 2026)
	D C Jamieson
	R J Wolff
	D A Segal
	M W Davis (appointed 1 April 2025)


Registered number	06791294


Registered office	Unit 7
	Airfield Industrial Estate
	Airfield Way
	Christchurch
	Dorset
	BH23 3PE


Independent auditors	Harris & Trotter LLP
	Chartered Accountants & Statutory Auditors
	101 New Cavendish Street
	1st Floor South
	London
	W1W 6XH

ICONS SHOP LIMITED

CONTENTS

	Page
Strategic Report	1
Directors' Report	2 - 3
Independent Auditors' Report	4 - 7
Statement of Comprehensive Income	8
Balance Sheet	9
Statement of Changes in Equity	10
Analysis of Net Debt	11
Notes to the Financial Statements	12 - 26

ICONS SHOP LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The directors present their Strategic Report for the year ended 31 December 2025.

Business review

The directors report a year on year fall in turnover and profit for the year ended 31 December 2025. Turnover has decreased from the prior year by 12% and gross profit by 3%. Profit for the year before tax is £1,167,055 compared to the prior year profit of £1,435,301.

The directors are satisfied with the overall performance of the company for the year.

Principal risks and uncertainties

The Company's principal risk stems from the growth performance of the business, these include the levels of new demand from the Company's existing customer base, and more importantly the ability to attract new customers.
The Company manages these risks by satisfying existing customers and continually looking at new effective methods of attracting customers.

Currencv Risk

The Company is exposed to foreign exchange risk. Transaction exposures, including those associated with forecast transactions are hedged, when possible, principally using forward exchange contracts, but also matching liabilities to assets of the same currency.

Financial key performance indicators

The Company reports on a number of financial and non-financial performance indicators on a monthly basis. These include both operational and commercial statistics relating to sales orders, despatches, returns, yields, productivity, stock and debtors. The following are considered to be key indicators of performance:

Turnover: £10,453,079
Operating profit: £1,166,309
Shareholder's funds: £5,489,656.

Other key performance indicators

Key non-financial performance indicators include measuring the number of new customers wins and the amount of renewal of contracts from existing customers.

This report was approved by the board on 23 September 2026 and signed on its behalf.

D C Jamieson

Director

Page 1

ICONS SHOP LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 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 for the Company's financial statements and then apply them consistently;

∙make judgments 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 to 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.

Principal activity

The principal activity is the sale of sports memorabilia.

Results and dividends

The profit for the year, after taxation, amounted to £946,495 (2024 - £1,063,624).

Ordinary dividends of £1,125,000 (2024: £1,389,000) were paid during the year.

Directors

The directors who served during the year were:

E D Freedman (resigned 12 January 2026)

D C Jamieson

R J Wolff

D A Segal

M W Davis (appointed 1 April 2025)

Page 2

ICONS SHOP LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditors, Harris & Trotter LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 23 September 2026 and signed on its behalf.

D C Jamieson

Director

Page 3

ICONS SHOP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ICONS SHOP LIMITED

Opinion

We have audited the financial statements of Icons Shop Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, 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 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.

Page 4

ICONS SHOP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ICONS SHOP LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Opinion 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Directors' Report have 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 Strategic Report or 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 set out on page 2, 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.

Page 5

ICONS SHOP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ICONS SHOP LIMITED (CONTINUED)

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 an Auditors' 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:

The objectives of our audit are to identify and assess the risks of material misstatement of the financial
statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of
material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent
limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may
not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non compliance with laws and regulations, our procedures included the following:

• We obtained an understanding of the legal and regulatory frameworks applicable to the Group and the
industry in which it operates. We determined that the following laws and regulations were most significant: FRS
102 and the Companies Act 2006.

• We obtained an understanding of how the Group is complying with those legal and regulatory frameworks by
making enquiries of management.

• We challenged assumptions and judgments made by management in its significant accounting estimates.

We did not identify any key audit matters relating to irregularities, including fraud.

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 Auditors' Report.

Page 6

ICONS SHOP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ICONS SHOP LIMITED (CONTINUED)

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 Auditors' 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.

Stephen Haffner (Senior Statutory Auditor)

for and on behalf of

Harris & Trotter LLP

Chartered Accountants

Statutory Auditors

101 New Cavendish Street

1st Floor South

London

W1W 6XH

23 September 2026

Page 7

ICONS SHOP LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	10,453,079	11,933,380
Cost of sales		(5,209,672)	(6,562,878)
Gross profit		5,243,407	5,370,502
Administrative expenses		(4,077,098)	(3,963,378)
Operating profit	5	1,166,309	1,407,124
Interest receivable and similar income	9	2,800	37,138
Interest payable and similar expenses	10	(2,054)	(8,961)
Profit before tax		1,167,055	1,435,301
Tax on profit	11	(220,560)	(371,677)
Profit for the financial year		946,495	1,063,624

Other comprehensive income for the year
Total comprehensive income for the year		946,495	1,063,624

The notes on pages 12 to 26 form part of these financial statements.

Page 8

ICONS SHOP LIMITED

REGISTERED NUMBER: 06791294

BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	13		640,523		172,290
Tangible assets	14		43,568		38,539
			684,091		210,829
Current assets
Stocks	15	3,159,392		4,026,386
Debtors: amounts falling due within one year	16	1,799,140		1,153,013
Cash at bank and in hand	17	1,592,746		2,085,514
		6,551,278		7,264,913
Creditors: amounts falling due within one year	18	(1,736,946)		(1,790,367)
Net current assets			4,814,332		5,474,546
Total assets less current liabilities			5,498,423		5,685,375
Provisions for liabilities
Deferred tax	19	(8,738)		(17,185)
			(8,738)		(17,185)
Net assets			5,489,685		5,668,190

Capital and reserves
Called up share capital	20	1,417	1,417
Share premium account		1,250,000	1,250,000
Capital redemption reserve		2,632	2,632
Profit and loss account		4,235,636	4,414,141
		5,489,685	5,668,190

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 September 2026.

D C Jamieson

Director

The notes on pages 12 to 26 form part of these financial statements.

Page 9

ICONS SHOP LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	1,417	1,250,000	2,632	4,739,517	5,993,566

Profit for the year	-	-	-	1,063,624	1,063,624
Dividends: Equity capital	-	-	-	(1,389,000)	(1,389,000)

At 1 January 2025	1,417	1,250,000	2,632	4,414,141	5,668,190

Profit for the year	-	-	-	946,495	946,495
Dividends: Equity capital	-	-	-	(1,125,000)	(1,125,000)
At 31 December 2025	1,417	1,250,000	2,632	4,235,636	5,489,685

The notes on pages 12 to 26 form part of these financial statements.

Page 10

ICONS SHOP LIMITED

ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2025


At 1 January 2025	Cash flows	At 31 December 2025
£	£	£

Cash at bank and in hand	2,085,514	(492,768)	1,592,746
Debt due within 1 year	(6,548)	(5,250)	(11,798)
	2,078,966	(498,018)	1,580,948

The notes on pages 12 to 26 form part of these financial statements.

Page 11

ICONS SHOP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

The company is a private company limited by shares and incorporated in England and Wales. Its registered office is Unit 7 Airfield Industrial Estate, Airfield Way, Christchurch, Dorset, BH23 3PE.

Its principal activity is that of merchandising and publishing sports, media and entertainment products.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

2.2

Going concern

The directors have considered the factors that impact the Company's future development, performance, cash flows and financial position along with the Company's current liquidity in forming their conclusion on the applicability of the going concern basis.

Consequently, the directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and have prepared the financial statements on a going concern basis.

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 12

ICONS SHOP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

2.5

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 13

ICONS SHOP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 14

ICONS SHOP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

				Development expenditure	-	5	years
				Computer Software	-	5	years

2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property	-	10%
Fixtures and fittings	-	20%
Computer equipment	-	20%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 15

ICONS SHOP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.18

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is

Page 16

ICONS SHOP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.18

Financial instruments (continued)

measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the Company's financial statements requires management to make significant accounting judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its significant accounting judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements and estimates on historical experience and on other various factors it believes to be reasonable under the circumstances, the result of which form the basis of the carrying value of assets and liabilities that are not readily apparent from other sources.

Management has identified the following critical accounting policies for which significant judgements, estimates and assumptions are made. Actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods.

Stock Provision

Included in Stocks at the balance sheet date is a provision in respect of slow-moving stock lines. The provision is based on an assessment of the projected volume, timing and sales price of future sales of stock, which has been estimated based on historical sales data and the experience of management.

Page 17

ICONS SHOP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Turnover

The turnover is attributable to the principal activities of the Company, being the merchandising of sports, media and entertainment products, which are considered to be single class of turnover.

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	2,847,454	3,099,666
Rest of Europe	1,701,867	1,734,265
Rest of the world	5,903,758	7,099,449
	10,453,079	11,933,380

Exchange differences

6,287

6,767

Auditor's Remuneration

36,050

30,000

Page 18

ICONS SHOP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Wages and salaries	1,359,458	1,321,237
Social security costs	179,313	124,926
Cost of defined contribution scheme	43,127	33,176
	1,581,898	1,479,339

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Directors	4	4
Central administration	24	26

	28	30

8.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	300,000	105,188
Company contributions to defined contribution pension schemes	5,720	9,996
	305,720	115,184

During the year retirement benefits were accruing to no directors (2024 - NIL) in respect of defined contribution pension schemes.

9.	Interest receivable
		2025	2024
		£	£

	Bank and other interest receivable	2,800	37,138
		2,800	37,138

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ICONS SHOP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.	Interest payable and similar expenses
		2025	2024
		£	£

	Other loan interest payable	2,054	8,961
	Other loan interest payable	2,054	8,961

Corporation tax
Current tax on profits for the year	229,007	365,116
	229,007	365,116

Total current tax	229,007	365,116

Deferred tax
Origination and reversal of timing differences	(8,447)	6,561
Total deferred tax	(8,447)	6,561


	Tax on profit	220,560	371,677

Page 20

ICONS SHOP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.Taxation (continued)

Profit on ordinary activities before tax

1,167,055

1,435,301

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	291,764	358,825
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	956	1,559
Capital allowances for year in excess of depreciation	(37,196)	-
Depreciation for year in excess of capital allowances	8,229	11,293
Deferred tax	(8,447)	-
Adjustments to tax charge in respect of prior periods	(34,746)	-
Total tax charge for the year	220,560	371,677

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

12.	Dividends
		2025	2024
		£	£

	Ordinary dividends	1,125,000	1,389,000
		1,125,000	1,389,000

Page 21

ICONS SHOP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Intangible assets

	Development expenditure	Computer software	Total
	£	£	£
Cost
At 1 January 2025	300,925	10,350	311,275
Additions	-	555,591	555,591
At 31 December 2025	300,925	565,941	866,866
Amortisation
At 1 January 2025	136,914	2,070	138,984
Charge for the year on owned assets	43,048	44,311	87,359
At 31 December 2025	179,962	46,381	226,343
Net book value
At 31 December 2025	120,963	519,560	640,523
At 31 December 2024	164,010	8,280	172,290

Page 22

ICONS SHOP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Tangible fixed assets

	Land and buildings	Fixtures and fittings	Computer equipment	Total
	£	£	£	£
Cost or valuation
At 1 January 2025	18,220	121,997	-	140,217
Additions	9,539	3,390	7,872	20,801
At 31 December 2025	27,759	125,387	7,872	161,018
Depreciation
At 1 January 2025	5,947	95,731	-	101,678
Charge for the year on owned assets	6,471	7,726	1,574	15,771
At 31 December 2025	12,418	103,457	1,574	117,449
Net book value
At 31 December 2025	15,341	21,930	6,298	43,569
At 31 December 2024	12,273	26,266	-	38,539

15.	Stocks
		2025	2024
		£	£

Raw materials and consumables	543,232	464,449
Finished goods and goods for resale	2,616,160	3,561,937
	3,159,392	4,026,386

Page 23

ICONS SHOP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.

Debtors

					2025	2024
					£	£


Trade debtors	457,938	429,427
Amounts owed by group undertakings	627,550	397,368
Other debtors	345,167	51,932
Prepayments and accrued income	368,485	274,286
	1,799,140	1,153,013

17.	Cash and cash equivalents
		2025	2024
		£	£

Cash at bank and in hand	1,592,746	2,085,514
	1,592,746	2,085,514

18.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Trade creditors	824,035	752,187
Amounts owed to group undertakings	2,632	2,632
Corporation tax payable	229,007	711,617
Other taxation and social security	69,237	61,138
Other creditors	199,300	7,995
Accruals and deferred income	412,735	254,798
	1,736,946	1,790,367

Page 24

ICONS SHOP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

19.	Deferred taxation

		2025
		£

	At beginning of year	17,185
	Charged to profit or loss	(8,447)
	At end of year	8,738

The provision for deferred taxation is made up as follows:
	2025	2024
	£	£

	Accelerated capital allowances	(8,738)	(17,185)
		(8,738)	(17,185)

20.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

1,417 (2024 - 1,417) Ordinary shares of £1.00 each	1,417	1,417

21.	Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £43,127 (2024: £33,176).

Page 25

ICONS SHOP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Not later than 1 year	43,461	43,461
Later than 1 year and not later than 5 years	119,110	97,787
	162,571	141,248

23.	Related party transactions
	The Company has taken advantage of the exemption given within FRS 102 from disclosing transactions with other wholly owned members of the Group. As such there are no related related party transactions that require disclosure.

24.	Controlling party

The immediate and ultimate parent company is Icons Holdings Limited, a private company limited by shares incorporated in England and Wales (reg. no. 12741208), by virtue of its majority shareholding.

Page 26