Icon Film Distribution Limited Company accounts

COMPANY REGISTRATION NUMBER: 03645630

Icon Film Distribution Limited

Financial Statements

31 December 2025

Icon Film Distribution Limited

Financial Statements

Year ended 31 December 2025

Contents	Page

Officers and professional advisers	1

Directors' report	2

Independent auditor's report to the member	4

Statement of income and retained earnings	8

Statement of financial position	9

Notes to the financial statements	10

Icon Film Distribution Limited

Officers and Professional Advisers

The board of directors	Mr S Pollard
	Mr J Gore
	Mr J Lack

Registered office	10 John Street
	London
	England
	WC1N 2EB

Auditor	Moore Kingston Smith LLP
	Chartered Accountants & statutory auditor
	10 Orange Street
	London
	United Kingdom
	WC2H 7DQ

Icon Film Distribution Limited

Directors' Report

Year ended 31 December 2025

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

Directors

The directors who served the company during the year were as follows:

Mr S Pollard
Mr J Gore
Mr J Lack

Directors' responsibilities statement

The directors are responsible for preparing 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make 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 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.

Auditor

Moore Kingston Smith LLP, formerly Shipleys LLP was appointed as auditor of the company by the Directors and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be reappointed will be put at a General Meeting.

Small company provisions

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

This report was approved by the board of directors on 30 September 2026 and signed on behalf of the board by:

Mr S Pollard

Director

Registered office:

10 John Street

London

England

WC1N 2EB

Icon Film Distribution Limited

Independent Auditor's Report to the Member of Icon Film Distribution Limited

Year ended 31 December 2025

Opinion

We have audited the financial statements of Icon Film Distribution Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of income and retained earnings, statement of financial position 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the Annual Report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

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

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or - the financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit; or - the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company's internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the director. Conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, 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 in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company. Our approach was as follows: We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation. We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance. We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance. We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations. Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Use of our report

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

Peter Conneely

(Senior Statutory Auditor)

For and on behalf of

Moore Kingston Smith LLP

Chartered Accountants & statutory auditor

10 Orange Street

London

United Kingdom

WC2H 7DQ

30 September 2026

Icon Film Distribution Limited

Statement of Income and Retained Earnings

Year ended 31 December 2025

	2025	2024
Note	£	£
Turnover	2,377,873	2,420,269

Cost of sales	( 932,127)	( 1,012,917)
	------------	------------
Gross profit	1,445,746	1,407,352

Administrative expenses		( 419,788)	( 303,680)
Other operating income	4	41,317	–
		------------	------------
Operating profit	5	1,067,275	1,103,672

Interest payable and similar expenses	7	( 1,861)	( 3,616)
		------------	------------
Profit before taxation		1,065,414	1,100,056

Taxation on ordinary activities	–	–
	------------	------------
Profit for the financial year and total comprehensive income	1,065,414	1,100,056
	------------	------------

Retained earnings at the start of the year	3,490,271	2,390,215
	------------	------------
Retained earnings at the end of the year	4,555,685	3,490,271
	------------	------------

All the activities of the company are from continuing operations.

Icon Film Distribution Limited

Statement of Financial Position

31 December 2025

	2025		2024
Note	£	£	£

Fixed assets

Intangible assets	8		1,067,736	1,276,660

Current assets

Stocks		24,565	24,565
Debtors	9	3,923,988	2,952,766
Cash at bank and in hand		30,203	107,765
		------------	------------
		3,978,756	3,085,096

Creditors: amounts falling due within one year	10	( 489,907)		( 852,585)
		------------		------------
Net current assets			3,488,849	2,232,511
			------------	------------
Total assets less current liabilities			4,556,585	3,509,171

Creditors: amounts falling due after more than one year	11	–	( 18,000)
		------------	------------
Net assets		4,556,585	3,491,171
		------------	------------

Capital and reserves

Called up share capital	900	900
Profit and loss account	4,555,685	3,490,271
	------------	------------
Shareholders funds	4,556,585	3,491,171
	------------	------------

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

These financial statements were approved by the board of directors and authorised for issue on 30 September 2026 , and are signed on behalf of the board by:

S Pollard Director

Company registration number: 03645630

Icon Film Distribution Limited

Notes to the Financial Statements

Year ended 31 December 2025

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 10 John Street, London, England, WC1N 2EB.

2. Statement of compliance

These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of 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 judgement in applying the Company's accounting policies.

Going concern

The financial statements have been prepared on a going concern basis. The director has considered the future funding requirements of the business. Based on management forecasts, the directors have concluded that the company will have sufficient funds to ensure that it can meet its financial liabilities as and when they fall due, for a period of at least 12 months from the date of signing of these financial statements. In addition, Kfilm Ltd, the parent company, has undertaken to provide such financial support as may be necessary to enable the company to continue to trade and meet its working capital requirements and its liabilities as they fall due for a period of 12 months from the date the year end 31 December 2025 financial statements of the company are approved and signed. The above undertaking does not constitute a legally binding agreement.

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 rate method, less any impairment.

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.

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.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Company's intangible assets comprise recoupable costs and distribution rights. Management reviews these assets for indicators of impairment at each reporting date. Where indicators are identified, the recoverable amount is determined based on the future revenues expected to be generated from the related titles and rights. The assessment requires management judgement regarding the future commercial performance and involves estimation uncertainty in forecasting future revenues. An impairment charge is recognised where the carrying amount exceeds the recoverable amount. In addition, the annual amortisation charge for intangible assets is sensitive to changes in the estimated useful lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax. Income recognised represents the amounts derived from the sale and financing of film distribution rights in the UK across three key mediums and is recognised as follows: Theatrical/Digital Pay Per View Income is recognised on an accruals basis where sufficient evidence of amounts due can be obtained or calculated from exhibitors and digital pay per view platforms. DVD/Video Income is recognised to the extent of the actual invoiced value of goods supplied subject to a provision for returns, which is reviewed by management on a regular basis. Free/Pay TV Income is recognised when both parties have signed a licence agreement and delivery to the broadcaster has occurred and the film is available for transmission. Any licence fees received in advance, which do not meet these criteria, are included in deferred income until they are met.

Taxation

Tax is recognised in the Statement of Comprehensive Income, 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 reporting date in the countries where the Company operates and generates income.

Full provision is made for deferred tax assets and liabilities arising from all timing differences between the recognition of gains and losses in the financial statements and recognition in the tax computation.

A net deferred tax asset is recognised only if it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax assets and liabilities are calculated at the tax rates expected to be effective at the time the timing differences are expected to reverse.

Deferred tax assets and liabilities are not discounted.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Intangible assets

Intangible assets represent the cost of film rights acquired by the Company and capitalised theatrical print and advertising expenditure (if any). Such assets are written off as these costs are recovered in accordance with licensor agreements. Where there are indicators of impairment, an independent review is undertaken and any impairment is written off to profit and loss.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset.

	Distribution rights	-	Over the useful economic life of the production

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

Financial instruments

The Company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues of FRS 102 to all of its financial instruments. Financial instruments are recognised when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors and cash at hand and in bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the financial asset is measured at the present value of the future receipts discounted at a market rate of interest. Impairment of financial assets Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. Derecognition of financial assets Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party. Classification of 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 Company after deducting all of its liabilities. Basic financial liabilities Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow Company companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost. using the effective interest rate method. Financial liabilities held at fair value Debt instruments where the contractual returns, repayment of the principal, or other terms (such as prepayment provisions or term extensions) do not meet the conditions to be measured at amortised cost, are subsequently measured at fair value through profit or loss, unless fair value measurement is not permitted by law, or the debt instrument gives rise to cash flows on specified dates that constitute repayment of the principal advanced, together with reasonable compensation for the time value of money, credit risk and other basic lending risks and costs and does not have contractual terms which introduce exposure to unrelated risks or volatility. Derecognition of financial liabilities Financial liabilities are derecognised when, and only when, the Company's contractual obligations are discharged, cancelled, or they expire. Equity instruments Equity instruments issued by the Company are recorded at the fair value of proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

4. Other operating income

	2025	2024
	£	£
Other operating income	41,317	–
	--------	----

5. Operating profit

Operating profit or loss is stated after charging/crediting:

	2025	2024
	£	£
Amortisation of intangible assets	514,754	386,400
Impairment of trade debtors	444	–
Foreign exchange differences	( 1,865)	( 2,025)
	---------	---------

6. Particulars of employees

The average number of persons employed by the company during the year, including the directors, amounted to:

	2025	2024
	No.	No.
Management staff	3	3
	----	----

The employees relate to the directors which received no remuneration during the year (2024: £mil).

7. Interest payable and similar expenses

	2025	2024
	£	£
Other interest payable and similar charges	1,861	3,616
	-------	-------

8. Intangible assets

	Distribution rights, development costs and recoupable costs
	£
Cost
At 1 January 2025	117,284,484
Additions	305,830
	--------------
At 31 December 2025	117,590,314
	--------------
Amortisation
At 1 January 2025	116,007,824
Charge for the year	514,754
	--------------
At 31 December 2025	116,522,578
	--------------
Carrying amount
At 31 December 2025	1,067,736
	--------------
At 31 December 2024	1,276,660
	--------------

9. Debtors

	2025	2024
	£	£
Trade debtors	195,669	267,117
Amounts owed by group undertakings and undertakings in which the company has a participating interest	3,617,383	2,497,826
Other debtors	110,936	187,823
	------------	------------
	3,923,988	2,952,766
	------------	------------

Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

10. Creditors: amounts falling due within one year

	2025	2024
	£	£
Trade creditors	212,182	170,968
Social security and other taxes	38,529	56,082
Other creditors	239,196	625,535
	---------	---------
	489,907	852,585
	---------	---------

11. Creditors: amounts falling due after more than one year

	2025	2024
	£	£
Other creditors	–	18,000
	----	--------

12. Charges

Charges have been made against the company in favour of the following party following the provision of a financing facility: Barclays Bank PLC Schneider Investment Associates LLP

13. Related party transactions

The company has taken advantage of the exemption in Financial Reporting Standard 102 Section 33 "Related Party Transactions", and has not disclosed related party transactions with group undertakings.

14. Controlling party

Kfilm Ltd., a company registered in England and Wales, is the immediate parent undertaking of the company. On 29 October 2024, the company was ultimately acquired by John Gore Studios Limited, a company incorporated in England and Wales. The company is now under the control of John Gore, by virtue of his 100% ownership in John Gore Studios Limited.