REGISTERED NUMBER: 06786276 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

FOR

ICON SOLUTIONS (UK) LTD.

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Statement of Comprehensive Income

9

Consolidated Statement of Financial Position

10

Company Statement of Financial Position

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Statement of Cash Flows

14

Notes to the Consolidated Statement of Cash Flows

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

A M J Brown

D Capehorn

B Hallifax

T P Kelleher

J West

M Valente

REGISTERED OFFICE:

4th Floor Tuition House

27-37 St George's Road

Wimbledon

London

SW19 4EU

BUSINESS ADDRESS:

4th Floor, Tuition House

27-37 St George's Road

Wimbledon

London

SW19 4EU

REGISTERED NUMBER:

06786276 (England and Wales)

AUDITORS:

Hartley Fowler LLP

Statutory Auditors

Chartered Accountants

4th Floor Tuition House

27-37 St George's Road

Wimbledon

London

SW19 4EU

The directors present their strategic report of the company and the group for the year ended 31 March 2026.

The principal activities of the group during the year under review were that of an IT Consultancy, specialising in banking and payments solutions. We also continue to develop and sell our Instant Payments Framework (IPF) software product.

REVIEW OF BUSINESS

The board believes that the financial statements present a fair, balanced and understandable summary of the company's position and provides the information necessary to assess the company's performance

We continue to invest heavily in our product, IPF, with a total investment during the year of £5.6m (2025 - £4.1m).

We also continue to see returns on this investment and added two new IPF clients during the year. We also ceased providing services to one client following its acquisition by another organisation, which subsequently decided not to continue using the IPF product. Overall, this resulted in a net increase of one IPF client giving us a total of 10 active IPF clients at the end of the year (2025 - 9)

Revenues continue to increase with £7.4m of licence revenue (2025 - £4.1m) and £10.1m of implementation revenue (2025 - £6.9m) during the year. Since the year-end we have added another Tier 1 bank to the client list and have a strong and growing pipeline of prospective new clients.

In the Services side of the business, billable headcount has reduced over the period to an average of 46 across the year (2025 - 50). Since the year-end billable headcount has reduced further to approximately 40 heads. Revenues for the period were £11.7m (2025 - £12.6m)

We continue to invest in the Services business and have maintained our focus on developing new banking relationships and expanding our client base. However, growth has continued to be impacted by attrition at existing clients, together with the time required to onboard new engagements. We remain focused on rebuilding billable capacity and converting our current pipeline into new client opportunities.

A reduction in the size of the Services team was offset by continued investment in the IPF team with permanent employee numbers increasing to an average of 142 during the year (2025 - 137). We have also continued to invest in our long-term associate model and nearshore development team in Serbia, together with additional resource across the wider business. As a result, the overall Icon team averaged 172 people during the year (2025 - 159).

Our donations to partner charities totalled £96k for the year (2025: £122k) and they include continued support for WeSeeHope (an international development organisation supporting vulnerable children in East Africa), Polka Children's Theatre in Wimbledon, plus support for a scheme in France which plants and manages new forests on unused plots of land in order to offset carbon.

We renewed our certified CarbonNeutral status again as we do every year, offsetting not just our corporate carbon emissions, but also our estimation of all carbon emissions generated by all our employees.

KEY PERFORMANCE INDICATORS

The Board regularly reviews the performance of the company. In order to do so the board have chosen several KPIs, which have been chosen as easy to compare benchmarks.

These include:

1) Average Services Billable Headcount: 46 (2025 - 50)

2) Average Services Revenue per Day £54,096 (2025 - £58,453)

3) Contracted Annual Recurring Revenue for IPF £9,682,825 (2025 - £8,306,538)*

*(Note: Prior period KPI comparative has been restated to align with current period calculation methodology to include recurring revenue contracts executed prior to 31 March 2025).

PRINCIPAL RISKS AND UNCERTAINTIES

The management of the group and the execution of the group's strategies are subject to several risks and uncertainties.

The principal risks have always included the state of the banking IT market, and the level of spend within it and as we have seen recently this risk has impacted within our Services division. Icon continues to operate an associate model that allows it to flex with demand without having to reduce permanent headcount. However, whilst not a preferred approach, we can lose staff from our permanent team if Services demand drops further.

The key risk around the IPF product is around identifying sufficient demand, and we are more confident each year that there is significant market demand. Our qualified pipeline of sales prospects gets stronger each year and we have recently started a greater focus on North America and are looking at opportunities in other geographies as well.

FUTURE DEVELOPMENTS

Our strategy remains to continue to develop IPF and build on the strong foundations we have already created, and to continue to grow our core Services business to help our banking customers be successful.

Effective 31 March 2026, the Group completed an internal reorganisation as part of which the trade, associated activities, and operational assets and liabilities of the Company's subsidiary, Icon Solutions (IPF) Limited, were transferred to the Company at net book value, with consideration reflected via intercompany account. The reorganisation was undertaken between entities under common control as part of the Group's ongoing review of its corporate structure and operations.

Following the transfer at the balance sheet date, the Company now carries on the trade previously conducted by the subsidiary.

ON BEHALF OF THE BOARD:

B Hallifax - Director

12 October 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2026.

PRINCIPAL ACTIVITY

The principal activities of the group during the year under review were that of an IT consultancy specialising in banking and payments solutions.

DIVIDENDS

The aggregate dividends on the ordinary shares recognised during the financial year amount to £Nil (2025 - £171,000).

There were no proposed dividends awaiting approval at 31 March 2026.

FUTURE DEVELOPMENTS

A detailed review of future developments can be found in the Strategic Report.

DIRECTORS

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

A M J Brown

D Capehorn

B Hallifax

T P Kelleher

J West

Other changes in directors holding office are as follows:

M Valente - appointed 12 August 2025

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The company is risk-averse when it comes to financial management. Strict controls and monitoring processes are in place to ensure cash reserves remain sufficient, and detailed planning has taken place to establish levels of funding required for different strategic options.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 and then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Hartley Fowler LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

B Hallifax - Director

12 October 2026

Opinion

We have audited the financial statements of Icon Solutions (Uk) Ltd. (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2026 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, 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 affairs as at 31 March 2026 and of the group's loss 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 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 group's and 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 Report of the Directors.

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identify and assess risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

- the nature of the industry and sector, control environment and business performance;

- results of our enquiries of management about their own identification and assessment of the risks of irregularities;

- any matters we identified having obtained and reviewed the group's documentation of their policies and procedures;

- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the group for fraud. In common with all audits we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the group operates in. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.

In addition we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group's ability to operate or to avoid a material penalty.

As a result of performing the above, we did not identify any key matters related to the potential risk of fraud or non-compliance with laws and regulations.

Our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provision of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- reviewing minutes of meetings of those charged with governance, reviewing internal reports and reviewing correspondence with HMRC; and

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments, assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale for any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indication of fraud or non-compliance with laws and regulations throughout the audit.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Julien Upson (Senior Statutory Auditor)

for and on behalf of Hartley Fowler LLP

Statutory Auditors

Chartered Accountants

4th Floor Tuition House

27-37 St George's Road

Wimbledon

London

SW19 4EU

12 October 2026

TURNOVER

4

29,179,069

23,623,024

Cost of sales

7,631,918

7,353,563

GROSS PROFIT

21,547,151

16,269,461

Administrative expenses

23,422,262

19,621,578

(1,875,111

)

(3,352,117

)

Other operating income

817,776

911,312

OPERATING LOSS

6

(1,057,335

)

(2,440,805

)

Interest receivable and similar income

232,899

49,220

(824,436

)

(2,391,585

)

Interest payable and similar expenses

8

557,383

314,218

LOSS BEFORE TAXATION

(1,381,819

)

(2,705,803

)

Tax on loss

9

29,676

(354,206

)

LOSS FOR THE FINANCIAL YEAR

(1,411,495

)

(2,351,597

)

OTHER COMPREHENSIVE INCOME

Share option valuation

1,036,705

1,236,247

Unrealised gain on derivative instrument

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

1,036,705

1,236,247

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(374,790

)

(1,115,350

)

Loss attributable to:

Owners of the parent

(1,411,495

)

(2,351,597

)

Total comprehensive income attributable to:

Owners of the parent

(374,790

)

(1,115,350

)

FIXED ASSETS

Intangible assets

12

16,342,578

13,106,409

Tangible assets

13

130,188

135,325

Investments

14

-

-

16,472,766

13,241,734

CURRENT ASSETS

Debtors

15

11,721,401

8,530,132

Cash at bank

5,749,441

948,696

17,470,842

9,478,828

CREDITORS

Amounts falling due within one year

16

8,609,041

5,895,567

NET CURRENT ASSETS

8,861,801

3,583,261

TOTAL ASSETS LESS CURRENT LIABILITIES

25,334,567

16,824,995

CREDITORS

Amounts falling due after more than one year

17

(17,459,895

)

(9,402,500

)

PROVISIONS FOR LIABILITIES

21

(4,098,986

)

(3,272,019

)

NET ASSETS

3,775,686

4,150,476

CAPITAL AND RESERVES

Called up share capital

22

90

90

Share option reserve

23

6,447,883

5,411,178

Other reserves

23

-

(1,366

)

Retained earnings

23

(2,672,287

)

(1,259,426

)

SHAREHOLDERS' FUNDS

3,775,686

4,150,476

The financial statements were approved by the Board of Directors and authorised for issue on 12 October 2026 and were signed on its behalf by:

B Hallifax - Director

FIXED ASSETS

Intangible assets

12

16,542,578

-

Tangible assets

13

130,188

135,325

Investments

14

100

101

16,672,866

135,426

CURRENT ASSETS

Debtors

15

10,407,733

5,843,886

Cash at bank

5,749,441

948,511

16,157,174

6,792,397

CREDITORS

Amounts falling due within one year

16

23,122,259

5,873,419

NET CURRENT (LIABILITIES)/ASSETS

(6,965,085

)

918,978

TOTAL ASSETS LESS CURRENT LIABILITIES

9,707,781

1,054,404

CREDITORS

Amounts falling due after more than one year

17

(17,459,895

)

(9,402,500

)

PROVISIONS FOR LIABILITIES

21

(4,098,986

)

(33,829

)

NET LIABILITIES

(11,851,100

)

(8,381,925

)

CAPITAL AND RESERVES

Called up share capital

22

90

90

Share option reserve

23

6,447,883

5,411,178

Fair value reserve

23

(25,298,077

)

(25,298,077

)

Retained earnings

23

6,999,004

11,504,884

SHAREHOLDERS' FUNDS

(11,851,100

)

(8,381,925

)

Company's loss for the financial year

(4,505,880

)

(4,745,689

)

The financial statements were approved by the Board of Directors and authorised for issue on 12 October 2026 and were signed on its behalf by:

B Hallifax - Director

Called up

Share

share

Retained

option

Other

Total

capital

earnings

reserve

reserves

equity

£

£

£

£

£

Balance at 1 April 2024

90

1,263,171

4,174,931

(1,366

)

5,436,826

Changes in equity

Total comprehensive income

-

(2,351,597

)

1,236,247

-

(1,115,350

)

Dividends

-

(171,000

)

-

-

(171,000

)

Balance at 31 March 2025

90

(1,259,426

)

5,411,178

(1,366

)

4,150,476

Changes in equity

Total comprehensive income

-

(1,411,495

)

1,036,705

-

(374,790

)

Investment impairment

-

(1,366

)

-

1,366

-

Balance at 31 March 2026

90

(2,672,287

)

6,447,883

-

3,775,686

Called up

Share

Fair

share

Retained

option

value

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1 April 2024

90

13,791,209

4,174,931

(22,667,713

)

(4,701,483

)

Changes in equity

Total comprehensive income

-

(4,745,689

)

1,236,247

-

(3,509,442

)

Dividends

-

(171,000

)

-

-

(171,000

)

Investment impairment

-

2,630,364

-

(2,630,364

)

-

Balance at 31 March 2025

90

11,504,884

5,411,178

(25,298,077

)

(8,381,925

)

Changes in equity

Total comprehensive income

-

(4,505,880

)

1,036,705

-

(3,469,175

)

Balance at 31 March 2026

90

6,999,004

6,447,883

(25,298,077

)

(11,851,100

)

Cash flows from operating activities

Cash generated from operations

1

2,591,160

971,629

Interest paid

-

782

Government grants

(817,776

)

(911,312

)

Other debtors

107,406

-

Tax refunded

957,267

571,361

Net cash from operating activities

2,838,057

632,460

Cash flows from investing activities

Purchase of intangible fixed assets

(5,557,337

)

(4,105,657

)

Purchase of tangible fixed assets

(80,736

)

(101,008

)

Interest received

100,749

24,430

Net cash from investing activities

(5,537,324

)

(4,182,235

)

Cash flows from financing activities

Proceeds from issue of preference shares

7,500,012

-

Equity dividends paid

-

(171,000

)

Net cash from financing activities

7,500,012

(171,000

)

Increase/(decrease) in cash and cash equivalents

4,800,745

(3,720,775

)

Cash and cash equivalents at beginning of year

2

948,696

4,669,471

Cash and cash equivalents at end of year

2

5,749,441

948,696

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2026

2025

£

£

Loss before taxation

(1,381,819

)

(2,705,803

)

Depreciation charges

2,407,041

1,923,389

Share option reserve valuation

1,036,705

1,236,247

Bad debts written off

(6,955

)

-

Finance costs

557,383

314,218

Finance income

(232,899

)

(49,220

)

2,379,456

718,831

(Increase)/decrease in trade and other debtors

(2,516,144

)

48,993

Increase in trade and other creditors

2,727,848

203,805

Cash generated from operations

2,591,160

971,629

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 March 2026

31/3/26

1/4/25

£

£

Cash and cash equivalents

5,749,441

948,696

Year ended 31 March 2025

31/3/25

1/4/24

£

£

Cash and cash equivalents

948,696

4,669,471

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/4/25

Cash flow

At 31/3/26

£

£

£

Net cash

Cash at bank

948,696

4,800,745

5,749,441

948,696

4,800,745

5,749,441

Debt

Debts falling due after 1 year

(9,402,500

)

(8,057,395

)

(17,459,895

)

(9,402,500

)

(8,057,395

)

(17,459,895

)

Total

(8,453,804

)

(3,256,650

)

(11,710,454

)

4.	MAJOR NON-CASH TRANSACTIONS

Share-based payments of £1,036,705 (2025 £1,236,247) are included in administrative expenses and credited to the share option reserve.