ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Registered number: 12741208

ICONS HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

ICONS HOLDINGS LIMITED

COMPANY INFORMATION

Directors	E D Freedman (resigned 12 January 2026)
	D C Jamieson


Registered number	12741208


Registered office	101 New Cavendish Street
	1st Floor South
	London
	W1W 6XH


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

ICONS HOLDINGS LIMITED

CONTENTS

	Page
Group Strategic Report	1
Directors' Report	2 - 3
Independent Auditors' Report	4 - 7
Consolidated Statement of Comprehensive Income	8
Consolidated Balance Sheet	9 - 10
Company Balance Sheet	11
Consolidated Statement of Changes in Equity	12 - 13
Company Statement of Changes in Equity	14 - 15
Consolidated Statement of Cash Flows	16 - 17
Consolidated Analysis of Net Debt	18
Notes to the Financial Statements	19 - 36

ICONS HOLDINGS LIMITED

GROUP 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 2%. 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 Group's principal risk stems from the growth performance of the business, these include the levels of new demand from the Group's existing customer base, and more importantly the ability to attract new customers.
The Group manages these risks by satisfying existing customers and continually looking at new effective methods of attracting customers.

Currency Risk

The Group 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 Group 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

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 HOLDINGS 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

The directors who served during the year were:

E D Freedman (resigned 12 January 2026)

D C Jamieson

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group'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 Group 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 the Group 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 the Group 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.

Page 2

ICONS HOLDINGS 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 and the Group'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 and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

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 HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ICONS HOLDINGS LIMITED

Opinion

We have audited the financial statements of Icons Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's 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 Group 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 Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Page 4

ICONS HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ICONS HOLDINGS 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 Group 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 Group 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the Parent Company financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Page 5

ICONS HOLDINGS LIMITED

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

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 Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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 Group 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 HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ICONS HOLDINGS 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 HOLDINGS LIMITED

CONSOLIDATED 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 taxation		1,167,055	1,435,301
Tax on profit	11	(220,560)	(371,677)
Profit for the financial year		946,495	1,063,624

Profit for the year attributable to:
Owners of the Parent Company	946,495	1,063,624
	946,495	1,063,624

The Company did not trade and did not make a profit or a loss in the period ended 31 December 2025.

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 19 to 36 form part of these financial statements.

Page 8

ICONS HOLDINGS LIMITED

REGISTERED NUMBER: 12741208

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	14		640,523		172,290
Tangible assets	15		43,569		38,539
			684,092		210,829
Current assets
Stocks	17	3,159,392		4,026,386
Debtors: amounts falling due within one year	18	1,401,872		755,746
Cash at bank and in hand	19	1,592,746		2,085,514
		6,154,010		6,867,646
Creditors: amounts falling due within one year	20	(1,734,315)		(1,787,736)
Net current assets			4,419,695		5,079,910
Total assets less current liabilities			5,103,787		5,290,739
Provisions for liabilities
Deferred taxation	21	(8,738)		(17,185)
			(8,738)		(17,185)
Net assets excluding pension asset			5,095,049		5,273,554
Net assets			5,095,049		5,273,554

Capital and reserves
Called up share capital	22	200	200
Share premium account		853,949	853,949
Capital redemption reserve		5,264	5,264
Profit and loss account		4,235,636	4,414,141
Equity attributable to owners of the Parent Company		5,095,049	5,273,554
		5,095,049	5,273,554

Page 9

ICONS HOLDINGS LIMITED

REGISTERED NUMBER: 12741208

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

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 19 to 36 form part of these financial statements.

Page 10

ICONS HOLDINGS LIMITED

REGISTERED NUMBER: 12741208

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Investments	16		397,468		397,468
			397,468		397,468
Current assets
Debtors: amounts falling due within one year	18	100		100
		100		100
Creditors: amounts falling due within one year	20	(397,368)		(397,368)
Net current liabilities			(397,268)		(397,268)
Total assets less current liabilities			200		200


Net assets excluding pension asset			200		200
Net assets			200		200

Capital and reserves
Called up share capital	22	200	200
		200	200

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 19 to 36 form part of these financial statements.

Page 11

ICONS HOLDINGS LIMITED

CONSOLIDATED 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 2025	200	853,949	5,264	4,414,141	5,273,554
Comprehensive income for the year
Profit for the year	-	-	-	946,495	946,495
Total comprehensive income for the year	-	-	-	946,495	946,495
Contributions by and distributions to owners
Dividends: Equity capital	-	-	-	(1,125,000)	(1,125,000)
Total transactions with owners	-	-	-	(1,125,000)	(1,125,000)
At 31 December 2025	200	853,949	5,264	4,235,636	5,095,049

The notes on pages 19 to 36 form part of these financial statements.

Page 12

ICONS HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	200	853,949	5,264	4,739,517	5,598,930
Comprehensive income for the year
Profit for the year	-	-	-	1,063,624	1,063,624
Total comprehensive income for the year	-	-	-	1,063,624	1,063,624
Contributions by and distributions to owners
Dividends: Equity capital	-	-	-	(1,389,000)	(1,389,000)
Total transactions with owners	-	-	-	(1,389,000)	(1,389,000)
At 31 December 2024	200	853,949	5,264	4,414,141	5,273,554

The notes on pages 19 to 36 form part of these financial statements.

Page 13

ICONS HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Total equity
	£	£
At 1 January 2025	200	200
At 31 December 2025	200	200

The notes on pages 19 to 36 form part of these financial statements.

Page 14

ICONS HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Total equity
	£	£
At 1 January 2024	200	200
At 31 December 2024	200	200

The notes on pages 19 to 36 form part of these financial statements.

Page 15

ICONS HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	946,495	1,063,624
Adjustments for:
Amortisation of intangible assets	87,359	41,217
Depreciation of tangible assets	15,771	13,603
Interest paid	2,054	8,961
Interest received	(2,800)	(37,138)
Taxation charge	220,560	371,677
Decrease in stocks	866,994	695,226
(Increase)/decrease in debtors	(646,126)	863,687
Increase/(decrease) in creditors	423,937	(187,146)
Corporation tax (paid)	(543,165)	(1,062,272)
Corporation tax provisions released	(168,452)	-
Net cash generated from operating activities	1,202,627	1,771,439

Cash flows from investing activities
Purchase of intangible fixed assets	(555,591)	(88,545)
Purchase of tangible fixed assets	(20,800)	(9,645)
Interest received	2,800	37,138
Net cash from investing activities	(573,591)	(61,052)
Cash flows from financing activities
Repayment of loans	-	(25,000)
Increase in short-term debt	5,250	-
Dividends paid	(1,125,000)	(1,389,000)
Interest paid	(2,054)	(8,961)
Net cash used in financing activities	(1,121,804)	(1,422,961)
Net (decrease)/increase in cash and cash equivalents	(492,768)	287,426
Cash and cash equivalents at beginning of year	2,085,514	1,798,088
Cash and cash equivalents at the end of year	1,592,746	2,085,514

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,592,746	2,085,514
	1,592,746	2,085,514

Page 16

ICONS HOLDINGS LIMITED

The notes on pages 19 to 36 form part of these financial statements.

Page 17

ICONS HOLDINGS LIMITED

CONSOLIDATED 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 19 to 36 form part of these financial statements.

Page 18

ICONS HOLDINGS 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. The registered address is 101 New Cavendish Street, 1st Floor South, London, W1W 6XH.

Its principal activity is that of a holding company.

2.Accounting policies

2.1

Basis of preparation of financial statements

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

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2015.

2.3

Going concern

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

Consequently, the directors are confident that the Group 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.

Page 19

ICONS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

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 Consolidated 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'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 20

ICONS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group 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 Group 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.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.6

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.

2.7

Interest income

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

Page 21

ICONS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

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.

2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group 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 and the Group operate and generate 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;

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

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 22

ICONS HOLDINGS 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 Group 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.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 23

ICONS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.14

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.

2.15

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.

2.16

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.17

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.

2.18

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.

2.19

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit or loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for

Page 24

ICONS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.19

Financial instruments (continued)

impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

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 profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is

Page 25

ICONS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.19

Financial instruments (continued)

due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

The Group classifies financial liabilities from its supplier finance arrangements as trade creditors as the arrangements have not substantively changed the payment dates and other contractual terms compared to the underlying trade creditors. The related cash flows are included in operating activities in the consolidated cash flow statement

Derivative financial instruments

Derivative financial instruments are initially measured at fair value at the date on which a derivative contract is entered into and are subsequently measured at fair value through profit or loss.

The methods and significant assumptions used to ascertain the fair value of £x and fair value movement of £x included in the profit / loss for the year are [enter text here].

The Group uses derivatives to [insert detail of nature and extent]. Significant terms and conditions that may affect the amount, timing and certainty of future cash flows include [enter text here].

Derecognised assets/liabilities

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flows expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Offsetting

Financial assets and liabilities are offset and the net amount presented in the statement of financial position only when the Group has a legally enforceable right to set off the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

2.20

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.

Page 26

ICONS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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 obsolete and 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.

Turnover

					2025	2024
					£	£

Sales	10,453,079	11,933,380
	10,453,079	11,933,380

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	2,847,455	3,099,666
Rest of Europe	1,701,867	1,734,265
Rest of the world	5,903,757	7,099,449
	10,453,079	11,933,380

Page 27

ICONS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Exchange differences

6,287

6,767

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements and for the audit of the subsidiary company's financial statements

40,000

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2025	2024
		£	£


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:

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Directors	4	4	2	2
Staff	24	26	-	-

	28	30	2	2

Page 28

ICONS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

8.	Directors' remuneration

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

9.	Interest receivable
		2025	2024
		£	£

	Other interest receivable	2,800	37,138
		2,800	37,138

10.	Interest payable and similar expenses
		2025	2024
		£	£

	Other loan interest payable	2,054	8,961
		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 29

ICONS HOLDINGS 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
		£	£

	Dividends analysis - user input	1,125,000	1,389,000
		1,125,000	1,389,000

13.	Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £NIL (2024 - £NIL).

Page 30

ICONS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Intangible assets
	Group and Company

	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 31

ICONS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.	Tangible fixed assets
	Group

	Long-term leasehold property	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

The net book value of land and buildings may be further analysed as follows:
	2025	2024
	£	£

Long leasehold	15,341	12,272
	15,341	12,272

Page 32

ICONS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	397,468
	At 31 December 2025	397,468

Subsidiary undertaking
The following was a subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

Icons Shop Limited

Unit 7Airfield Industrial EstateAirfield WayChristchurchDorsetBH23 3PE

Ordinary

100%

	The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
	Name	Aggregate of share capital and reserves	Profit/(Loss)

Icons Shop Limited

5,489,685

946,495

Page 33

ICONS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

17.	Stocks
		Group	Group
		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

The difference between purchase price or production cost of stocks and their replacement cost is not material.

18.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Trade debtors	457,938	429,427	-	-
Amounts owed by group undertakings	230,182	-	-	-
Other debtors	345,267	52,033	100	100
Prepayments and accrued income	368,485	274,286	-	-
	1,401,872	755,746	100	100

19.	Cash and cash equivalents
		Group	Group
		2025	2024
		£	£

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

Page 34

ICONS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Trade creditors	824,035	752,187	-	-
Amounts owed to group undertakings	-	-	397,368	397,368
Corporation tax	229,007	711,617	-	-
Other taxation and social security	69,237	61,138	-	-
Other creditors	199,301	7,996	-	-
Accruals and deferred income	412,735	254,798	-	-
	1,734,315	1,787,736	397,368	397,368

21.	Deferred taxation
	Group

		2025
		£

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

Company

		2025

	At end of year	-

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

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

Page 35

ICONS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

22.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

200,000 (2024 - 200,000) Ordinary shares of £0.001 each	200	200

23.	Pension commitments

The Group 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 Group to the fund and amounted to £43,127 (2024: £33,176).

24.	Commitments under operating leases
	At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2025	2024
		£	£

Not later than 1 year	43,461	43,461
Later than 1 year and not later than 5 years	171,926	134,666
	215,387	178,127

25.	Related party transactions
	The Group 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.

26.	Controlling party

There is no overall controlling party.

Page 36