REGISTERED NUMBER: 10458500 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

FOR

ICON SOLUTIONS (IPF) LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

B Hallifax

T P Kelleher

D Capehorn

REGISTERED OFFICE:

4th Floor, Tuition House

27-37 St George's Road

Wimbledon

London

SW19 4EU

REGISTERED NUMBER:

10458500 (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

FIXED ASSETS

Intangible assets

6

-

13,506,409

CURRENT ASSETS

Debtors

7

15,826,886

2,686,246

Cash at bank

-

32

15,826,886

2,686,278

CREDITORS

Amounts falling due within one year

8

-

15,039

NET CURRENT ASSETS

15,826,886

2,671,239

TOTAL ASSETS LESS CURRENT LIABILITIES

15,826,886

16,177,648

PROVISIONS FOR LIABILITIES

10

-

3,238,190

NET ASSETS

15,826,886

12,939,458

CAPITAL AND RESERVES

Called up share capital

11

100

100

Capital contribution reserve

12

25,298,078

25,298,078

Retained earnings

12

(9,471,292

)

(12,358,720

)

SHAREHOLDERS' FUNDS

15,826,886

12,939,458

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

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

1.	STATUTORY INFORMATION

Icon Solutions (IPF) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Basis of preparation - Break-up basis

Throughout the financial year ended 31 March 2026, the company actively carried on its trade and software research and development operations. At the close of business on 31 March 2026, pursuant to a group reorganisation, the company transferred its entire trading undertaking, underlying software IP, operational assets, and liabilities to its parent company, Icon Solutions (UK) Limited, at net book value.

Following this transfer at the balance sheet date, the company ceased active trading operations and will not continue trading. Consequently, the directors have prepared the financial statements on a break-up basis (a basis other than going concern).

Under this basis of preparation:

Assets and Liabilities: Assets are stated at their net realisable or settlement values. As operational assets and liabilities were transferred to the parent company at net book value at the close of business on 31 March 2026, no further valuation or impairment adjustments were necessary.

Reserves and P&L Adjustments: Reserves have been not distibuted, and deferred tax liabilities and accumulated tax losses have been released to the profit and loss account.

Statement of Financial Position Composition: At 31 March 2026, the balance sheet comprises an inter-company debtor balance due from the parent company, the expected R&D tax credit receivable from HMRC, called-up share capital (£100), and the adjusted accumulated reserves.

Provisions: No provisions for residual liabilities or post-transfer administrative expenses are required, as all ongoing administrative costs will be borne directly by the parent company, Icon Solutions (UK) Limited.

Related party exemption

The company has taken advantage of the exemption under FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' not to disclose transactions with other members of the group, as 100% of the voting rights are controlled within the group and the company's results are included in the consolidated financial statements of its ultimate parent company, Icon Solutions (UK) Limited.

Significant judgements and estimates

The Directors have made a number of estimates and assumptions regarding the future, and made some significant judgements in applying the company’s accounting policies. These are discussed below:

a. Accrued/deferred income

Revenue from services is recognised when the service is provided and the right to consideration earned. To the extent that a service is provided to third parties but no billing made, the amount is recognised as revenue and recorded as accrued income. Billings made in advance of services being provided are recognised as deferred income.

b. Amortisation of intangible fixed assets

Intangible fixed assets are reviewed for impairment if events or circumstances indicate that the carrying value may not be recoverable.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover represents amounts chargeable for services provided to third parties in the normal course of business. Revenue from services is recognised when the service is provided and the right to consideration earned. To the extent that a service is provided to third parties but no billing made, the amount is recognised as revenue and recorded as accrued income. Billings made in advance of services being provided are recognised as deferred income.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised evenly over their estimated useful life of ten years.

Computer software is being amortised evenly over its estimated useful life of ten years.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

Research expenditure is written off to the income statement in the year in which it is incurred.

Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of the individual projects. In this situation, the expenditure is deferred and amortised over the period during which the company is expected to benefit.

The amortisation charge is estimated by the directors according to the estimated useful life of 10 years. The amortisation calculation is reviewed by the directors each year to ensure its suitability.

Research and Development Expenditure Credit (RDEC) receivable is recognised within Other Operating Income above the operating profit line in the accounting period to which the qualifying R&D activity and expenditure relate.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Debtors and creditors receivable / payable within one year

Debtors and creditors with no stated interest rate and receivables or payables within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Impairment

Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2025 - NIL).

5.	AUDITORS' REMUNERATION

2026

2025

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

4,200

3,990

Other non- audit services

6,075

5,775

6.	INTANGIBLE FIXED ASSETS

Development

Computer

costs

software

Totals

£

£

£

COST

At 1 April 2025

20,351,189

2,000,000

22,351,189

Additions

5,557,337

-

5,557,337

Disposals

(25,908,526

)

(2,000,000

)

(27,908,526

)

At 31 March 2026

-

-

-

AMORTISATION

At 1 April 2025

7,244,780

1,600,000

8,844,780

Amortisation for year

2,321,168

200,000

2,521,168

Eliminated on disposal

(9,565,948

)

(1,800,000

)

(11,365,948

)

At 31 March 2026

-

-

-

NET BOOK VALUE

At 31 March 2026

-

-

-

At 31 March 2025

13,106,409

400,000

13,506,409

On 31 March 2026, as part of a group reorganisation and transfer of trade, all intangible fixed assets were transferred at their net book value £16,542,578 to the parent company, Icon Solutions (UK) Ltd, via inter-company settlement. As a result, the net book value at 31 March 2026 is £Nil.

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Amounts owed by group undertakings

14,513,118

-

Other debtors

100

-

Corporation tax

1,313,668

1,672,378

Deferred tax asset

-

1,013,868

15,826,886

2,686,246

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Other creditors

-

15,039

9.	SECURED DEBTS

Lloyds Bank Commercial Finance Limited have an all assets debenture dated 26/09/2023 incorporating a fixed and floating charge. Borrowings drawn under the Receivables Finance Agreement (invoice discounting) are secured against the Parent Company's trade debtors.

10.	PROVISIONS FOR LIABILITIES

2026

2025

£

£

Deferred tax

intangible assets

-

3,238,190

Deferred

tax

£

Balance at 1 April 2025

3,238,190

Unused amounts reversed during year

(3,238,190

)

Balance at 31 March 2026

-

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2026

2025

value:

£

£

100

Ordinary

£1

100

100

12.

RESERVES

Capital

Retained

contribution

earnings

reserve

Totals

£

£

£

At 1 April 2025

(12,358,720

)

25,298,078

12,939,358

Profit for the year

2,887,428

2,887,428

At 31 March 2026

(9,471,292

)

25,298,078

15,826,786

Capital contribution reserve

The capital contribution reserve represented historical funding from the parent company, Icon Solutions (UK) Limited.

Retained earnings

The profit and loss account includes the cumulative trading results up to the cessation of trade on 31 March 2026.

13.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Julien Upson (Senior Statutory Auditor)

for and on behalf of Hartley Fowler LLP

14.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Icon Solutions (UK) Limited, a company incorporated in England and Wales. The consolidated accounts are available to the public and may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.