ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Registered number: 05871053

EMBIGNELL LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

EMBIGNELL LIMITED

COMPANY INFORMATION

Directors	Mr R P Isaacs
	Mr D L Harrison
	Ms F Echalier
	Mr P E Thilo (appointed 29 January 2025)
	Mr A H Goldberg (appointed 5 June 2025)


Company secretary	Ms C E Baxandall


Registered number	05871053


Registered office	14th Floor
	33 Cavendish Square
	London
	W1G 0PW


Independent auditors	Sumer Auditco Limited
	Chartered Accountants & Statutory Auditors
	14th Floor
	33 Cavendish Square
	London
	W1G 0PW


Bankers	Bank of Scotland
	St James's Gate
	14-16 Cockspur Street
	London
	SW1Y 5BL

EMBIGNELL LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 3
Directors' Report	4 - 5
Independent Auditors' Report	6 - 10
Consolidated Statement of Comprehensive Income	11 - 12
Consolidated Balance Sheet	12 - 13
Company Balance Sheet	14
Consolidated Statement of Changes in Equity	15 - 16
Company Statement of Changes in Equity	17 - 18
Consolidated Statement of Cash Flows	19 - 20
Consolidated Analysis of Net Debt	21
Notes to the Financial Statements	22 - 54

EMBIGNELL LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Business review

The Embignell Group has reported a positive performance during the year, prior to the impact of exceptional items. The group currently holds circa 180,000 premium paying policies and has seen a good investment returns.
A summary of the key results is provided below:
The investment strategy of subsidiaries within the group have produced a strong return on investment. The group will continue to review its investment strategies and ensure that funds produce positive returns.

We are pleased to report that our customers continue to provide us with positive feedback and with market leading Net Promoter Scores. We believe our commitment to our customers and clients is what sets us apart, and we continue to work on improving our propositions and service.

A group wide strategy is in place aimed at bringing sustainable growth to the Embignell Group.

Management have performed an assessment of the group’s ability to continue as a going concern. This assessment included evaluating the group’s current financial position, liquidity, cash flow and the potential impact of known or anticipated risks. Based on the assessment, management believes that the group has adequate resources to continue operating for the foreseeable future.

Financial key performance indicators

The key performance indicators of the group are turnover, gross profit margin and net assets. A brief analysis of these is shown below:

	2024	2023	Variance
	£	£	%

Turnover	25,961,808	26,055,249	-0.36
Gross profit margin %	59.55%	65.82%	-6.27
Net assets	25,335,452	26,934,430	-5.94
Operating profit before exceptional items	5,589,828	7,469,229	-25.2

Page 1

EMBIGNELL LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

Treasury Operations and Financial instruments
The Group’s financial instruments principally comprise finance leases, trade debtors, trade creditors (which arise directly from its operations), cash and investments.

The main risks arising from the Group’s financial instruments are liquidity and credit risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. These policies have remained unchanged throughout the year.

Liquidity Risk
The Group has a strong operating cash inflow and manages its cash requirements in order to maximise interest income and minimise interest expense, whilst ensuring the Group has sufficient liquid resources to meet the operating need of the business.

Interest Rate Risk
The Group hold three investment properties on which mortgages are attached. The loan interest on the mortgages is linked to the base rate.
The Group has two Bank Loans which are linked to the base rate. Both loans will be fully repaid in 2025. The group will endeavour to balance liquidity requirements with achieving a market ratio of return on cash through the use of high interest deposit accounts.
Credit Risk
Investments of cash surpluses and borrowings are made through banks and companies which must fulfil credit rating criteria approved by the Board.
Trade Debtors are reviewed by the Board on a regular basis and provision is made for doubtful debts where necessary.
Currency Risk
UIB Holding (Malta) and Advent Insurance PCC Limited – UIB Cell, conducts business only in UK Sterling and Euros.

Page 2

EMBIGNELL LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Directors' statement of compliance with duty to promote the success of the Group

The Companies (Miscellaneous Reporting) Regulations 2018 (SI 2018/860) amended ‘The Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008’ (SI 2008/410) to introduce a requirement for companies above a certain size to include information about engagement with employees, suppliers, customers and other stakeholders.
It is Embignell’s policy to ensure equal opportunities for all employees. The only criteria considered for the recruitment or promotion of staff is suitability for the position, regardless of sex, sexual orientation, marital status, age, religion, ethnic origin or disability (having due regard to the individual's aptitudes and abilities). It is our policy, wherever possible, to continue the employment of staff who have become disabled (with appropriate re training when required). No discrimination is made against disabled employees regarding training, career development or promotion. Senior management regularly engage with employees and meet at least quarterly to provide updates on the business whilst seeking input and feedback.
Embignell’s subsidiaries review Management Information on the Company’s relationship with its key suppliers. This informs them of the status of the relationship with each key supplier and their current performance against service level agreements and contractual obligations.
In respect of engagement with customers, all insurance policyholders receive an annual communication.
The Company’s subsidiaries have engaged with their Regulators throughout 2025 and maintains an open dialogue with them.
The business is developing an Environmental, Social, & Governance (ESG) policy to ensure it continues to assess its impact on the community and environment. Embignell will endeavour to support and promote sustainable initiatives where possible.
The short and long term implications for the Group’s stakeholders (which include, without limitation, its employees, suppliers, customers, Regulators and shareholders) of matters presented to the Subsidiary Boards for decision were included in all board papers.

This report was approved by the board on 22 September 2025 and signed on its behalf.

Mr R P Isaacs

Director

Page 3

EMBIGNELL LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

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', Financial Reporting Standard 103, "Consolidated accounting and reporting requirements for entities in the UK and Repbulic of Ireland issuing insurance contracts ("FRS 103") 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 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;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙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 of the Company was that of a holding company. The principal activities of the Group during the period were that of an insurance broker, transaction and servicing of accident and health related general insurance products, a protected cell insurance company, a provider of prepaid card services and a property investment company.

During the period the Group has continued to strengthen its infrastructure and has, together with robust cost control, once again produced a good financial result.
The key financial performance indicators of the Group are turnover, gross profit margin and net assets. The results of these are shown in the consolidated profit and loss account on page 11 and consolidated balance sheet on page 12.

Results and dividends

The loss for the year, after taxation, amounted to £1,248,919 (2023 - profit £5,592,547).

No dividends were declared or paid in either the current period or preceding year.

Page 4

EMBIGNELL LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Directors

The directors who served during the year were:

Mr R P Isaacs

Mr D L Harrison

Ms S A Mountford (resigned 30 September 2024)

Ms F Echalier

Lord R E H Collins of Highbury (resigned 31 July 2024)

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, Sumer Auditco Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 22 September 2025 and signed on its behalf.

Mr R P Isaacs

Director

Page 5

EMBIGNELL LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EMBIGNELL LIMITED

Opinion

We have audited the financial statements of Embignell Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, 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) and Financial Reporting Standard 103, “Consolidated accounting and reporting requirements for entities in the UK and Republic of Ireland issuing insurance contracts (“FRS 103”) .

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 2024 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 6

EMBIGNELL LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EMBIGNELL 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.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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.

Page 7

EMBIGNELL LIMITED

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

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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:

In order to identify and assess the risks of material misstatements, including fraud and non-compliance with laws and regulations that could be expected to have a material impact on the financial statements, we have considered:

∙the results of our enquiries of management and those charged with governance of their assessment of the risks of fraud and irregularities;

∙the nature of the company, including its management structure and control systems (including the opportunity for management to override such controls);

∙management’s incentives and opportunities for fraudulent manipulation of the financial statements including the company’s remuneration and bonus policies and performance targets; and

∙the industry and environment in which it operates.

We also considered UK tax and pension legislation and laws and regulations relating to employment and the preparation and presentation of the financial statements such as the Companies Act 2006.
Based on this understanding we identified the following matters as being of significance to the group:

∙laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards, FCA reporting requirements, Company Law, tax and pension legislation and distributable profits legislation;

∙the timing of the recognition of commercial income;

∙compliance with legislation relating to health and safety and local employment law;

∙management bias in selecting accounting policies and determining estimates;

∙inappropriate journal entries;

∙manipulation of specific performance measures to meet remuneration targets;

∙recoverability of debtors; and

∙valuation of investments.

We communicated the outcomes of these discussions and enquiries, as well as consideration as to where and how fraud may occur in the entity, to all engagement team members including the auditors of significant components.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised:

∙enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations;

∙enquiries with the same concerning any actual or potential litigation or claims;

∙discussion with the same regarding any known or suspected instances of non-compliance with laws and

Page 8

EMBIGNELL LIMITED

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

regulation and fraud;

∙review FCA return filings and complaints register;

∙inspection of relevant legal correspondence;

∙assessment of matters reported to management and the result of the subsequent investigation;

∙obtaining an understanding of the relevant controls during the period;

∙obtaining an understanding of the policies and controls over the recognition of income and testing their implementation during the year;

∙review documentation relating to compliance with the regulations relating to Health and Safety and local employment law including certificates seen, insurance policy and health and safety statements;

∙challenging assumptions made by management in their specific accounting policies and estimates, in particular in relation to depreciation of tangible fixed assets, provision for clawback provisions;

∙identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or crediting revenue or cash;

∙assessing the recovery of debtors in the period since the balance sheet date and challenging assumptions made by management regarding the recovery of balances which remain outstanding;

∙assessing the investments for impairment in the period since the balance sheet date and challenging assumptions made by management;

∙reviewing the financial statements for compliance with the relevant disclosure requirements;

∙performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances which may be indicative of fraud;

∙reviewing the minutes of Board meetings and correspondence with HMRC; and

∙evaluating the underlying business reasons for any unusual transactions.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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 9

EMBIGNELL LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EMBIGNELL 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.

Atulya Mehta FCCA (Senior Statutory Auditor)

for and on behalf of

Sumer Auditco Limited

Chartered Accountants

Statutory Auditors

14th Floor

33 Cavendish Square

London

W1G 0PW

22 September 2025

Page 10

EMBIGNELL LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	25,961,808	26,055,249
Cost of sales		(10,500,140)	(8,904,754)
Gross profit		15,461,668	17,150,495
Distribution costs		(92,621)	(66,255)
Administrative expenses		(10,255,612)	(10,616,816)
Exceptional administrative expenses		(6,775,635)	(311,000)
Other operating income	5	7,837	6,849
Fair value movements		468,556	994,956
Exceptional other operating charges		(119,659)	(59,501)
Operating (loss)/profit	6	(1,305,466)	7,098,728
Income from fixed assets investments		1,431,948	1,711,368
Interest receivable and similar income	11	405,417	58,025
Interest payable and similar expenses	12	(297,451)	(446,112)
Profit before taxation		234,448	8,422,009
Tax on profit	13	(1,483,367)	(2,829,462)
(Loss)/profit for the year		(1,248,919)	5,592,547


Foreign currency translation	(350,059)	(39,538)
Other comprehensive income for the year	(350,059)	(39,538)
Total comprehensive income for the year	(1,598,978)	5,553,009

(Loss)/profit for the year attributable to:
Owners of the parent Company	(1,248,919)	5,592,547
	(1,248,919)	5,592,547

Total comprehensive income for the year attributable to:
Owners of the parent Company	(1,598,978)	5,553,009
	(1,598,978)	5,553,009

The notes on pages 22 to 54 form part of these financial statements.

Page 11

EMBIGNELL LIMITED

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		As restated
	2024	2023
Note	£	£

Fixed assets
Intangible assets	15		2,443,161		2,839,794
Tangible assets	16		106,609		241,467
Investments	17		14,488,532		16,547,530
Investment property	18		2,850,000		2,850,000
			19,888,302		22,478,791
Current assets
Debtors: amounts falling due after more than one year	19	883,558		2,499,574
Debtors: amounts falling due within one year	19	14,302,815		12,454,318
Current asset investments	20	2,089,227		1,973,679
Cash at bank and in hand	21	12,336,090		11,248,878
		29,611,690		28,176,449
Creditors: amounts falling due within one year	22	(8,331,526)		(8,210,693)
Net current assets			21,280,164		19,965,756
Total assets less current liabilities			41,168,466		42,444,547
Creditors: amounts falling due after more than one year	23		(1,078,283)		(3,575,458)
Provisions for liabilities
Deferred taxation	26	(37,997)		(27,455)
Other provisions	27	(14,716,734)		(11,907,204)
			(14,754,731)		(11,934,659)
Net assets			25,335,452		26,934,430

Capital and reserves
Called up share capital	28	91,339	91,339
Share premium account	29	524,632	524,632
Capital redemption reserve	29	10,031	10,031
Foreign exchange reserve	29	(389,597)	(39,538)
Other reserves	29	214,318	214,318
Merger reserve	29	1,048,134	1,048,134
Profit and loss account	29	23,836,595	25,085,514
Equity attributable to owners of the parent Company		25,335,452	26,934,430
		25,335,452	26,934,430

Page 12

EMBIGNELL LIMITED

REGISTERED NUMBER: 05871053

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 September 2025.

Mr R P Isaacs

Director

The notes on pages 22 to 54 form part of these financial statements.

Page 13

EMBIGNELL LIMITED

REGISTERED NUMBER: 05871053

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024


	2024	2023
Note	£	£

Fixed assets
Investments	17		18,875,906		19,324,066
			18,875,906		19,324,066
Current assets
Debtors: amounts falling due within one year	19	60,461		71,960
Cash at bank and in hand	21	17,707		14,657
		78,168		86,617
Creditors: amounts falling due within one year	22	(13,745,008)		(12,527,748)
Net current liabilities			(13,666,840)		(12,441,131)
Total assets less current liabilities			5,209,066		6,882,935

Creditors: amounts falling due after more than one year	23		(2,000,000)		(2,000,000)
Provisions for liabilities
Other provisions	27	(177,881)		-
			(177,881)		-
Net assets			3,031,185		4,882,935

Capital and reserves
Called up share capital	28	91,339	91,339
Share premium account	29	524,632	524,632
Capital redemption reserve	29	10,031	10,031
Merger reserve	29	1,048,134	1,048,134
Profit and loss account	29	1,357,049	3,208,799
		3,031,185	4,882,935

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements. The loss for the year after taxation amounted to £1,851,750 (2023: £599,472).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 September 2025.

Mr R P Isaacs

Director

Page 14


		EMBIGNELL LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Capital redemption reserve	Foreign exchange reserve	Other reserves	Merger reserve	Profit and loss account	Total equity
	£	£	£	£	£	£	£	£
At 1 January 2024	91,339	524,632	10,031	(39,538)	214,318	1,048,134	25,085,514	26,934,430
Comprehensive income for the year
Loss for the year	-	-	-	-	-	-	(1,248,919)	(1,248,919)
Exchange losses arising on translation on foreign operations	-	-	-	(350,059)	-	-	-	(350,059)
At 31 December 2024	91,339	524,632	10,031	(389,597)	214,318	1,048,134	23,836,595	25,335,452

Page 15


		EMBIGNELL LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Share premium account	Capital redemption reserve	Foreign exchange reserve	Other reserves	Merger reserve	Profit and loss account	Total equity
	£	£	£	£	£	£	£	£
At 1 January 2023	91,339	524,632	10,031	-	-	1,048,134	19,707,285	21,381,421
Comprehensive income for the year
Profit for the year	-	-	-	-	-	-	5,592,547	5,592,547
Deferred tax transfer to/(from) P/L reserve	-	-	-	-	(71,439)	-	71,439	-
Exchange losses arising on translation on foreign operations	-	-	-	(39,538)	-	-	-	(39,538)
Fair value movement	-	-	-	-	285,757	-	(285,757)	-
At 31 December 2023	91,339	524,632	10,031	(39,538)	214,318	1,048,134	25,085,514	26,934,430

Page 16


		EMBIGNELL LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Capital redemption reserve	Other reserve	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 January 2024	91,339	524,632	10,031	1,048,134	3,208,799	4,882,935
Comprehensive income for the year
Loss for the year	-	-	-	-	(1,851,750)	(1,851,750)
At 31 December 2024	91,339	524,632	10,031	1,048,134	1,357,049	3,031,185

Page 17


		EMBIGNELL LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Share premium account	Capital redemption reserve	Other reserve	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 January 2023	91,339	524,632	10,031	1,048,134	3,808,271	5,482,407
Comprehensive income for the year
Loss for the year	-	-	-	-	(599,472)	(599,472)
At 31 December 2023	91,339	524,632	10,031	1,048,134	3,208,799	4,882,935

Page 18

EMBIGNELL LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

				As restated
			2024	2023
			£	£

Cash flows from operating activities
Profit for the financial year	(1,248,919)	5,592,547
Adjustments for:
Amortisation of intangible assets	396,633	396,633
Depreciation of tangible assets	81,742	61,216
Interest paid	297,451	446,112
Interest received	(405,417)	(83,214)
Taxation charge	1,483,367	2,829,462
(Increase) in debtors	(4,775,307)	(4,680,393)
(Decrease) in creditors	(2,981,793)	(2,182,603)
Increase in provisions	2,809,530	3,684,093
Net fair value (gains) recognised in P&L	(468,556)	(994,956)
Corporation tax (paid)	(1,654,079)	(2,393,645)
Foreign exchange	346,555	(53,935)
Provision for loan receivable	449,966	370,501
Revaluation of investment property	-	(285,757)
Directors loan account write off	4,851,479	-
Bonus settlement	745,227	-
Impairment of tangiable assets	250,600	-
Net cash generated from operating activities	178,479	2,706,061

Cash flows from investing activities
Purchase of tangible fixed assets	(197,121)	(68,905)
New loans to associates	(1,806)	(59,501)
Purchase of listed investments	1,610,838	(1,955,975)
Purchase of short-term unlisted investments	(2,019,443)	(1,958,841)
Sale of short-term unlisted investments	1,973,704	4,134,531
Interest received	298,343	25,189
Net cash from investing activities	1,664,515	116,498
Cash flows from financing activities
Repayment of loans	(400,927)	(600,130)
Interest paid	(123,451)	(146,750)
Net cash used in financing activities	(524,378)	(746,880)
Net increase in cash and cash equivalents	1,318,616	2,075,679
Cash and cash equivalents at beginning of year	11,016,350	8,940,671
Cash and cash equivalents at the end of year	12,334,966	11,016,350

Page 19

EMBIGNELL LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

			As restated
		2024	2023
		£	£

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	12,336,090	11,248,878
Bank overdrafts	(1,124)	(232,528)
	12,334,966	11,016,350

The notes on pages 22 to 54 form part of these financial statements.

Page 20

EMBIGNELL LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


As restated At 1 January 2024	Cash flows	At 31 December 2024
£	£	£

Cash at bank and in hand	11,248,878	1,087,212	12,336,090
Bank overdrafts	(232,528)	231,404	(1,124)
Debt due after 1 year	(1,275,444)	1,275,444	-
Debt due within 1 year	(361,602)	(874,517)	(1,236,119)
	9,379,304	1,719,543	11,098,847

Page 21

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Embignell Limited is a private company limited by share capital, incorporated in England and Wales, registered number 05871053. The address of the registered office is 14th Floor, 33 Cavendish Square, London W1G 0PW.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland, Financial Reporting Standard 103, Consolidated accounting and reporting requirements for entities in the UK and Republic of Ireland issuing insurance contracts 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 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 Company has taken advantage of the exemption available in paragraph 1.12 of FRS102 and has not prepared its own Cash Flow Statement 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 profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 22

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Revenue

Insurance premium, commission and policy fees are recognised to the extent that it is probable that the economic benefits will flow to the Group and the amount can be reliably measured. These are measured as the fair value of the consideration received or receivable, excluding discounts.
Written premiums are reported gross of commissions and net of Insurance Premium Tax.
Direct business premiums are received monthly in advance in the UK, Germany and Spain. For these policies, premium receipts are received evenly through the month, consequently the provision for unearned premiums comprises half of the gross written premiums for the last month.
Indirect business premiums are received monthly in advance. Premium receipts are received evenly through the month; consequently, the provision for unearned premiums comprises half of the gross written premiums for the last month.

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:

2.4

Insurance contracts

Insurance contracts are contracts under which the group accepts a significant risk – other than a financial risk – from a customer by agreeing to compensate the beneficiary on the occurrence of an uncertain future event for which he or she will be adversely affected.
Insurance liabilities are recognised when the contract is entered into and the premiums are charged. The liability is derecognised when the contract expires, is discharged or is cancelled.

2.5

Investment income

Investment income is accounted for on a receivable basis. Interest is accrued up to the balance sheet date and disclosed in the profit and loss statement.

Page 23

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life of 10 years.

Other 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.

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.

2.7

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.

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	-	over the period of the lease
Fixtures and fittings	-	over two to four years
Office equipment	-	over thee years
Computer equipment	-	over five years

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.

2.8

Investment property

Investment property is carried at fair value determined annually by the directors and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

Page 24

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

2.10

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

2.11

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.12

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.

2.13

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.

2.14

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.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Page 25

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.14

Financial instruments (continued)

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 and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for 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.

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 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.

2.15

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.

Page 26

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.16

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.

2.17

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.

2.18

Operating leases: the Group as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.19

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.

2.20

Interest income

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

Page 27

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.21

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.22

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.

2.23

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 28

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.24

Insurance liabilities

Claims and loss adjustment expenses are charged to profit or loss as incurred based on the estimated liability for compensation owed to policyholders. They include direct and indirect claims settlement costs arising from events that have occurred up to the reporting date, even if they have not yet been reported to the Company. The Company does not discount its liabilities for unpaid claims.
Provision is made for all claims notified by the insured (claims outstanding). Provision is also made for claims incurred but not reported (IBNR), based on previous claims experience. Claims reserves comprise provisions for the estimated cost of settling all claims incurred up to but not paid at the reporting date.

2.25

Group tax relief

Group tax relief is surrendered to/ received from other Group companies for no consideration. In specific circumstances, individual Group companies may reach agreement between themselves to surrender and/or receive group relief for consideration within the tax on Profit on ordinary activities in the Statement of Comprehensive Income. Should group relief be surrendered to/ received from other group companies for consideration, the consideration paid will reflect, at a minimum, the corporation tax amounts surrendered and/ or received. These amounts are reported as expenses or benefits within the tax on profit/ (loss) on ordinary activities in the profit and loss account.

Page 29

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.26

Insurance contracts – subsequent measurement

The Group measures the carrying amount of the liability for remaining coverage at the end of each reporting period as the liability for remaining coverage at the beginning of the period:
• Plus premiums received in the period
• Minus insurance acquisition cash flows
• Plus any amounts relating to the amortisation of the insurance acquisition cash flows
recognised as an expense in the reporting period for the group
• Plus any adjustment to the financing component, where applicable
• Minus the amount recognised as insurance revenue for the services provided in the period
• Minus any investment component paid or transferred to the liability for incurred claims
The Group estimates the liability for incurred claims as the fulfillment cash flows related to incurred claims. The fulfillment cash flows incorporate, in an unbiased way, all reasonable and supportable information available without undue cost or effort about the amount, timing and uncertainty of those future cash flows, they reflect current estimates from the perspective of the Group, and include an explicit adjustment for non-financial risk (the risk adjustment).
The Group does not adjust the future cash flows for the time value of money and the effect of financial risk for the measurement of liability for incurred claims that are expected to be paid within one year of being incurred.

Where, during the coverage period, facts and circumstances indicate that a group of insurance contracts is onerous, the Group recognises a loss in profit or loss for the net outflow, resulting in the carrying amount of the liability for the group being equal to the fulfillment cash flows. A loss component is established by the Group for the liability for remaining coverage for such onerous group depicting the losses recognised.
Insurance acquisition cash flows are allocated on a straight-line basis as a portion of premium to profit or loss (through insurance revenue).

Page 30

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Application of the accounting policies in the preparation of the financial statements requires management to apply judgement involving assumptions and estimates concerning future results or other developments, including the likelihood, timing or amount of future transactions or events. The actual results are not expected to be materially different from those estimates. Accounting policies that are critical to the financial statement presentation and that require complex estimates or significant judgement are described in the following sections.
The claims reserves are based on actuarial assumptions around the future development of claims relating to premiums paid to date. Claims experience from 1 January 2013 to 31 December 2024 has been considered in setting these assumptions for the Accident and Health portion of the portfolio and 1 January 2018 to 31 December 2024 has been used for the Pet portion of the portfolio. Product classes are grouped together where there is not sufficient data to analyse a particular product separately. The UK Accident Cash Plan (ACP) and UK Accidental Death (AD) products comprise the largest portion of the claims reserves at the reporting date.
A combination of Basic Chain Ladder (BCL), Bornhuetter Ferguson (B-F), and Expected Loss Ratio (ELR) methodology is used to estimate the best estimate of UK GAAP claims reserve. In the most recent accident quarters, greater reliance has been placed on the ELR and/or the B-F method, with judgement applied on a product segment level depending upon the variability of claims experience for each respective segment.
Group analyses its high severity, low volume claims (Accidental Death claims) on a case-by-case basis to quantify the likelihood of payment. This calculation feeds into the overall Claims Reserve figure and ensures that Group is adequately reserved to cover the claims it has already been notified of.
A prudence margin is added to the best estimate claims reserve which sum together to form the Provision for Claims Outstanding. The prudence margin is calculated as a percentage of the best estimate reserve.

Commission receivable	4,761,129	5,003,253
Insurance premium	20,952,086	20,842,212
Other services	248,593	209,784
	25,961,808	26,055,249

					2024	2023
					£	£

United Kingdom	19,060,651	18,490,101
Rest of Europe	6,901,157	7,565,148
	25,961,808	26,055,249

Page 31

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

5.	Other operating income
		2024	2023
		£	£

	Other operating income	7,837	6,849

	Exchange differences	(353,438)	39,411
	Other operating lease rentals	285,801	366,227

7.	Auditors' remuneration
		2024	2023
		£	£

Fees payable to the Group's auditors and its associates for the audit of the Group's annual financial statements

31,503

34,669

	During the year the Group's auditors provided other services to the Group with fees payable of £29,231 (2023: £38,822).

Page 32

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Wages and salaries	5,870,917	5,232,292	2,103,536	-
Social security costs	423,408	394,804	154,476	-
Cost of defined contribution scheme	47,142	47,706	1,321	-
	6,341,467	5,674,802	2,259,333	-

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

	2024	2023
	No.	No.

Policy Acquisition	40	47
Policy Retention	18	19
Overhead	41	48

	99	114

9.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	2,909,001	1,455,009
Group contributions to defined contribution pension schemes	5,333	5,663
	2,914,334	1,460,672

	During the year retirement benefits were accruing to 3 directors (2023 - 4) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £1,154,830 (2023 - £747,752).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2023 - £1,321).

The total remuneration for key management personnel, including directors, in the year was £3,119,216
(2023: £1,576,611).

Page 33

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.	Income from investments
		2024	2023
		£	£

	Income from fixed asset investments	344,167	874,544

	Dividends received from unlisted investments	1,087,781	836,824

11.	Interest receivable
		2024	2023
		£	£

Other interest receivable

405,417

58,025

12.	Interest payable and similar expenses
		2024	2023
		£	£

Bank interest payable	92,498	89,264
Other loan interest payable	30,953	57,486
Unwinding of discounting	174,000	299,362
	297,451	446,112

Page 34

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Corporation tax
Current tax on profits for the year	202,408	1,268,280
	202,408	1,268,280
Foreign tax
Foreign tax on income for the year	1,270,416	1,473,748
	1,270,416	1,473,748
Total current tax	1,472,824	2,742,028

Deferred tax
Origination and reversal of timing differences	10,543	87,434
Total deferred tax	10,543	87,434


	Tax on profit	1,483,367	2,829,462

Page 35

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.Taxation (continued)

Profit on ordinary activities before tax

234,448

8,422,009

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	58,612	1,979,172
Effects of:
Non-tax deductible amortisation of goodwill and impairment	99,158	93,209
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	1,531,262	72,257
Capital allowances for year in excess of depreciation	(18,438)	(3,892)
Utilisation of tax losses brough forward	(275,581)	-
Higher rate taxes on overseas earnings	330,815	578,343
Changes in provisions leading to an increase (decrease) in the tax charge	32,655	65,879
Dividends from UK companies	(271,945)	(196,638)
Tax losses carried forward	-	207,545
Fair value movement	-	(67,153)
Deferred tax	10,543	87,434
Other differences leading to an increase (decrease) in the tax charge	(13,714)	13,306
Total tax charge for the year	1,483,367	2,829,462

Factors that may affect future tax charges

Group has losses carried forward of £NIL (2023:£883,167) available to set off against future profits.

Page 36

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Exceptional expenses
		2024	2023
		£	£

Provisions	(58,222)	59,501
Impairment of the investment	448,160	311,000
Directors settlement	1,403,277	-
Director's loan account write off	4,851,479	-
Impairment of fixed assets	250,600	-
	6,895,294	370,501

Exceptional items include following provisions: provision against the loan receivable which is outside of the routine business operations and reversal of provision against loan receivable.
Exceptional items include investment impairment which is outside of the routine business operations.
Exceptional items include the write-off of director loan account.
Bonus settlement and a provision against future bonus payments relates to an agreement with a director.
Exceptional items include impairment of fixed assets.
Exceptional items included in administration expense total £6,775,635 (2023:£311,000)
Exceptional items included in operational charges total £119,659 (2023:59,501)

Page 37

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Intangible assets
	Group

		Goodwill
		£
	Cost
	At 1 January 2024	8,294,755
	At 31 December 2024	8,294,755
	Amortisation
	At 1 January 2024	5,454,961
	Charge for the year on owned assets	396,633
	At 31 December 2024	5,851,594
	Net book value
	At 31 December 2024	2,443,161
	At 31 December 2023	2,839,794

Page 38

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Tangible fixed assets
	Group

	Long-term leasehold property	Fixtures and fittings	Office equipment	Computer equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	292,614	286,695	-	345,884	925,193
Additions	-	96,797	4,930	95,394	197,121
At 31 December 2024	292,614	383,492	4,930	441,278	1,122,314
Depreciation
At 1 January 2024	280,751	271,182	-	131,793	683,726
Charge for the year on owned assets	11,113	31,512	1,233	37,521	81,379
Impairment charge	-	-	-	250,600	250,600
At 31 December 2024	291,864	302,694	1,233	419,914	1,015,705
Net book value
At 31 December 2024	750	80,798	3,697	21,364	106,609
At 31 December 2023	11,863	15,513	-	214,091	241,467

Page 39

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Fixed asset investments
	Group

	Listed investments	Loans to associates	Other fixed asset investments	Total
	£	£	£	£
Cost or valuation
At 1 January 2024	16,039,313	59,501	819,217	16,918,031
Movement	(1,610,838)	1,806	-	(1,609,032)
At 31 December 2024	14,428,475	61,307	819,217	15,308,999
Impairment
At 1 January 2024	-	59,501	311,000	370,501
Charge for the period	-	1,806	448,160	449,966
At 31 December 2024	-	61,307	759,160	820,467
Net book value
At 31 December 2024	14,428,475	-	60,057	14,488,532
At 31 December 2023	16,039,313	-	508,217	16,547,530

Management adopts a liquidity ladder approach to its investment strategy, although the investment strategy requires varying degrees of low-risk investment options. SIIL holds its liquidity split between a portfolio of Investment Grade bond investments, Money Market Fund and bank accounts.

Page 40

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Company

	Investments in subsidiary companies	Other fixed asset investments	Total
	£	£	£
Cost
At 1 January 2024	18,815,849	819,217	19,635,066
At 31 December 2024	18,815,849	819,217	19,635,066
Impairment
At 1 January 2024	-	311,000	311,000
Charge for the period	-	448,160	448,160
At 31 December 2024	-	759,160	759,160
Net book value
At 31 December 2024	18,815,849	60,057	18,875,906
At 31 December 2023	18,815,849	508,217	19,324,066

Direct subsidiary undertakings
The following were direct subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

AFI Consultancy Limited	UK	Design and print management	Ordinary	100%
Propvest Holdings Limited	UK	Property investment	Ordinary	100%
Union Benefit Services Limited	UK	Shared Services Provision	Ordinary	100%
Union Income Benefit Holdings Limited	UK	Insurance agent	Ordinary	100%
Union Income Limited	UK	Prepaid card services	Ordinary	100%
Weave Systems Limited	UK	Dormant	Ordinary	100%
Global Premium Holdings Limited	UK	Holdings company	Ordinary	100%

Page 41

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

UIB Holding (Malta) Limited	Malta	Holds investment in Captive Insurance Cell	Ordinary	100%
Stonebridge International Investment Limited	UK	Insurance underwriter	Ordinary	100%
Advent Insurance PCC Limited- UIB Cell	Malta	Transaction of general insurance business	Ordinary	100%

18.	Investment property
	Group

		Long term leasehold investment property
		£
	Valuation
	At 1 January 2024	2,850,000
	At 31 December 2024	2,850,000

In the opinion of the directors, the open market value of the investment properties is not materially different to the value disclosed in the accounts. Properties have been valued by SalterRex in July 2024.

Page 42

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

19.	Debtors
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Due after more than one year
Other debtors	883,558	2,499,574	-	-
	883,558	2,499,574	-	-

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£

Due within one year
Trade debtors	1,322,066	928,178	756	756
Amounts owed by group undertakings	-	-	100	100
Amounts owed by joint ventures and associated undertakings	4,269	4,269	4,269	4,269
Other debtors	6,320,372	7,521,210	-	-
Prepayments and accrued income	6,656,108	4,000,661	55,336	66,835
	14,302,815	12,454,318	60,461	71,960

Within Other Debtors is €304k relating to an ongoing court case. SIIL was a wholly owned subsidiary of Cornerstone International Holdings Ltd, which in turn was wholly owned by Aegon N.V ., until 28 February 2021. In 2020, the French Tax Authorities requested that the French Court of Appeal revisit a decision made in 2018 to return overpaid French Insurance Premium Tax to SIIL, for an amount of €304k. On 18 January 2022, a hearing took place where the French Supreme Court cancelled the Court of Appeal's decision on procedural grounds. Cornerstone International Holdings Ltd will reimburse SIIL for any payment due to the French Authorities. In June 2023 the Court of Appeal ruled in favour of the French Tax Authorities, whilst Cornerstone intend to appeal the decision, there is now a higher chance that the liability will materialise and so SIIL has recognised it on its balance sheet. There is provision within the deed of sale of Stonebridge which confirms that Cornerstone International Holdings Ltd will cover any eventually liability, therefore SIIL has recorded a corresponding debtor on its balance sheet. On 12 February 2025, the French Supreme Court has rejected the claim and the total cost is now €312k.

20.	Current asset investments
		Group	Group As restated
		2024	2023
		£	£

Unlisted investments	2,089,227	1,973,679
	2,089,227	1,973,679

Page 43

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Cash and cash equivalents
		Group	Group as restated	Company	Company as restated
		2024	2023	2024	2023
		£	£	£	£

Cash at bank and in hand	12,336,090	11,248,878	17,707	14,657
Less: bank overdrafts	(1,124)	(232,528)	-	-
	12,334,966	11,016,350	17,707	14,657

22.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank overdrafts	1,124	232,528	-	-
Bank loans	202,269	361,602	-	-
Trade creditors	295,533	204,175	6,886	16,129
Amounts owed to group undertakings	-	-	12,850,778	12,192,120
Corporation tax	2,341,502	2,413,042	-	-
Other taxation and social security	178,762	104,418	-	-
Other creditors	3,245,176	3,185,046	6,367	169,749
Accruals and deferred income	2,067,160	1,709,882	880,977	149,750
	8,331,526	8,210,693	13,745,008	12,527,748

23.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank loans	1,033,850	1,275,444	-	-
Other loans	-	-	2,000,000	2,000,000
Other creditors	44,433	2,300,014	-	-
	1,078,283	3,575,458	2,000,000	2,000,000

During the year the group had three bank loans on the investment properties. The first loan (reporting date carrying amount of £413,185 (2023: £433,000)) repayable via monthly installments by 2036 accruing interest at a variable rate equivalent to Base plus 3%. The second loan (reporting date carrying amount of £432,443 (2023: £451,320) repayable via monthly installments by 2037 accruing interest at a variable rate equivalent to Base plus 3.4%. The third loan (reporting date carrying amount of £239,698 (2023: £248,310)) repayable via monthly installments by 2038 accruing interest at a variable rate equivalent to Base plus 3.4%.

Page 44

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

24.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Amounts falling due within one year
Bank loans	202,269	361,602	-	-
Amounts falling due 1-2 years
Bank loans	-	99,717	-	-
Amounts falling due 2-5 years
Bank loans	334,052	428,549	-	-
Other loans	-	-	2,000,000	2,000,000
Amounts falling due after more than 5 years
Bank loans	699,798	747,178	-	-
	1,236,119	1,637,046	2,000,000	2,000,000

The bank loans of £1,081,309 (2023: £1,132,630) are secured by way of floating charge over the assets of the Group.

Page 45

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

25.	Financial instruments
		Group	Group As restated	Company	Company As restated
		2024	2023	2024	2023
		£	£	£	£

Financial assets
Financial assets measured at fair value through profit or loss	16,517,702	20,344,795	-	-
Financial assets that are debt instruments measured at amortised cost	8,524,880	10,948,337	5,125	5,125
	25,042,582	31,293,132	5,125	5,125

	Financial liabilities
	Financial liabilities measured at amortised cost	(4,821,231)	(7,326,281)	(14,820,681)	(14,377,998)

	Financial assets measured at fair value through profit or loss comprise current and fixed asset investments.
	Financial assets measured at amortised cost comprise trade and other debtors.
	Financial liabilities measured at amortised cost comprise the bank loans, trade and other creditors.

Page 46

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

26.	Deferred taxation
	Group

	2024	2023
	£	£

At beginning of year	(27,455)	59,980
Charged to profit or loss	(10,542)	(87,435)
At end of year	(37,997)	(27,455)

		Group	Group
		2024	2023
		£	£

	Origination and reversal of timing differences	(37,997)	43,984
	Unrealised gain on investment properties	-	(71,439)

Page 47

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

27.	Provisions
	Group

	Provision for cancellations	Provision for unearned premiums	Provision for outstanding claims	Provision for bonus	Total
	£	£	£	£	£

At 1 January 2024	7,092	4,029,308	7,870,804	-	11,907,204
Charged to profit or loss	(721)	2,376,083	256,287	177,881	2,809,530
At 31 December 2024	6,371	6,405,391	8,127,091	177,881	14,716,734

Provision for Cancellation
Where income is recognised on inception of policies, provisions are made for the clawback of commissions on cancellation of policies. Policies can be cancelled mid-term.
Provision for Outstanding Claims
Claims incurred consist of claims and claims handling expenses paid during the financial year, together with the movement in the provision for outstanding claims.
The provision for outstanding claims is an estimate of the cost of settling all claims incurred but unpaid at the balance sheet date, reported and not reported, and related claims handling expenses.
Provision for Unearned Premiums
Monthly direct and monthly indirect business premiums are received monthly in advance. The start date in the month of each individual policy is used to calculate the Unearned Premium provision.
Annual policies’ business premiums are received either monthly or annually in advance with premiums relating to remaining contracted periods treated as unearned premium until it is due. As premiums fall due, they are earned through the Income Statement.
Provision for bonus
Provision for bonus relates to an agreement with a director.

Page 48

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

28.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

616,390 (2023 - 616,390) Ordinary A Shares shares of £0.10 each	61,639	61,639
297,000 (2023 -297,000) Preferred shares of £0.10 each	29,700	29,700

	91,339	91,339

Ordinary A shares and Preferred Ordinary shares have the same rights except where stated.
Ordinary A shares will each have one vote. Preferred Ordinary shares will not have voting rights.
Ordinary A shares will have a right to receive dividends. Preferred Ordinary shares will not have the rights to receive dividends.
Article 7 of the Articles of Association sets out the order of priority for distribution in respect of the Ordinary A shares and Preferred Ordinary shares.

29.

Reserves

Share premium account

This reserve records the amount above the nominal value received for shares issued, less transaction costs.

Capital redemption reserve

The reserve represents the nominal value of shares repurchased by the Company.

Foreign exchange reserve

The foreign exchange reserve represents adjustments resulting from the translation of a subsidiary's financial statements into the reporting currency.

Other reserves

Other reserves represents movement in valuation of investment properties and deferred tax arising from increase in property valuation.

Merger Reserve

The reserve records the non-distributable unrealised gains resulting from the purchase of fixed asset investments.

Profit and loss account

The profit and loss reserve represents the distributable profit for the Group.

Page 49

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

30.	Contingent liabilities

Company
The Company and its two subsidiaries, Union Income Benefit Holdings Limited and Union Income Limited, have given a multilateral guarantee as security for their banking facilities. At the balance sheet date the total borrowing of the Group amounted to £1,081,309 (2023: £1,129,561).

31.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £47,142 (2023: £47,706).

32.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

Not later than 1 year	78,705	157,410
Later than 1 year and not later than 5 years	-	78,705
	78,705	236,115

Page 50

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024


33.	Risk management - Management of insurance and financial risks

The Group is exposed to non–financial and financial risks. Non-financial risks incorporating insurance risks are mortality/morbidity, lapses, and operational risk including legal, compliance and financial crime risks. The main financial risk is market risk, with the principal elements of market risk being concentration risk and spread risk.
Exposure to these risks is monitored by the Group’s Board, and appropriate sub-committees of the Board (in particular the Board Risk Committee) as part of the ORSA process required by Solvency II.

.	Insurance risk

Insurance risk is the risk of making losses on the activity of insurance either in assessing the risks it insures or in quantifying claims that might occur. The risk under any one insurance contract is the possibility that the insured event occurs and the size of the resulting claim. By the very nature of an insurance contract, this risk is random and, therefore, unpredictable.
The principal risk faced by the group is that the actual claims and benefit payments exceed the carrying amount of the insurance liabilities. This could occur because the frequency or severity of claims are greater than estimated. Insurance events are random, and the actual number and amount of claims and benefits will vary year to year from the level established using estimation techniques.
A combination of Basic Chain Ladder (BCL), Bornhuetter Ferguson (B-F), and Expected Loss Ratio (ELR) methodology is used to estimate the best estimate of UK GAAP claims reserve. An allowance for uncertainty is made within the reserve figure. The loss ratios used are based on claims experience from 1 January 2013 to 31 December 2024 for the Accident & Health portfolio and 1 January 2018 to 31 December 2024 for the Pet portfolio. The Directors consider that the claims reserve to be fairly stated on the basis of the information currently available to them and note that the ultimate liability will vary as a result of subsequent information and events.
SIIL acquired two Excess of Loss re-insurance policy that covered the entire of 2024. This offered risk mitigation to SIIL against larger claims. A prior year’s coverage was triggered by a claim accepted and settled in 2024. The 2024 policy has not yet been used. There could still be other claims relating to 2023 & 2024 that have not yet been reported and so this is not necessarily the final position. SIIL has again acquired re-insurance to cover 2025.

Page 51

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

.	Financial risk

Interest rate risk arises because of the impact of interest yield curves on future payments to be made for claims and receipts from investments. The group’s exposure to interest rates arises from the investment portfolio and the settlement of future claims. The group monitors investment performance against expectations on a monthly basis through the Executive Committee and the investment strategy is overseen by the Risk Committee. The nature of the group's assets allows management of cash and investments quickly in response to changes in yields.
Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation and cause the group to incur a financial loss. An indication of the group’s exposure to credit risk is the quality of the investments and counterparties with which it transacts.
The group manages credit risk exposure by individual counterparty, sector and asset class, including cash positions. The group ensures quality in all its counterparties to minimise the impact of counterparty default. The main counterparty risk considered by the group is that which is related to financial instruments and these are reviewed by category and a rating system provided by the main rating agencies (S&P, Moody’s and Fitch).
As the group writes new business the group will look to minimises its broker and third party business partner credit risk exposure by managing concentration and actively monitoring the amount of premium held by third parties. If an exposure exceeded the group’s risk appetite, then the exposure would be reduced to the limit appropriate for the the group as soon as possible.

.	Currency risk

Currency risk arises from fluctuations in exchange rates causing revaluations of the group’s current or future assets or liabilities. The group has expense liabilities in Euros and GBP. The group hold assets in Euros and GBP, however the group’s functional currency is GBP. The nature of the assets held is to enable the group to meet the liabilities and reduce currency related risk within the business. The overall currency exposure is managed to a defined risk appetite. Solvency Risk Capital is held to meet extreme currency exchange rate movements.
The group’s sensitivity to a 5% change in the Euro exchange rate is:

					2024	2023
					€	€


Euros held at reporting date	5,376,363	2,192,565
Outstanding claims reserve expected to be paid in Euros	1,838,324	1,694,248
Total Euro exposure	7,214,687	3,886,813
Movement after 5% increase	360,734	194,341
Movement after 5% decrease	(360,734)	(194,341)

Page 52

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

.	Liquidity risk

The definition of "liquidity risk" is where the group is unable to realise investments and other assets to settle its financial obligations when they fall due. This will arise where the group cannot meet policyholder claim pay outs or operational expense obligations due to a lack of accessible funds with which to make the payments.
Group holds sufficient cash assets which can be readily realised. Cash assets and the Money Market Fund can be drawn immediately with limited barriers to execution. Funds from the Royal London Fund can be drawn with 2 days.
The group employs a strategic mismatch in the duration of its assets versus liabilities (because of the short tail nature of the liabilities) to earn additional return. This is managed through the preparation and review of regular cash flow forecasts and is supported by the group’s assets being highly liquid.
Liquidity is assessed against a defined risk appetite ensuring the group can meet all payments due even in the event of stressed conditions. The current position is that the group is well within its risk appetite and liquidity risk exposure deemed to be low.

34.Other financial commitments

The subsidiaries Propvest Holdings Limited (company number 10229025), Union Benefit Services Limited (company number 06408994) and AFI Consultancy Limited (company number 03251400) have taken exemption from being audited under section 479A of the Companies Act 2006. The Company guarantees all outstanding liabilities to which these subsidiaries are subject at the end of the financial year ended 31 December 2024 until they are satisfied in full.

35.	Transactions with directors

Group
At the balance sheet date £NIL (2023: £4,744,437) was outstanding to the Group from a director. The Group charged him interest of £107,042 (2023: £92,617) on this loan at a rate of 2.25%. Directors loan account has been written off during the year.

At the balance sheet date £6,344 (2023: £6,344) was due from a Group director.
Amount to directors included in provisions is £177,881 (2023:£NIL).
During the period consultancy fees of £10,000 (2023: £10,000) were paid by the Company to a non-executive director.
At the balance sheet date £88,867 (2023:133,300) was due to a director.The loan is unsecured and repayable on demand.

Page 53

EMBIGNELL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

36.	Related party transactions
	The Company has taken advantage of the exemption available in FRS 102 "Related party disclosures" whereby it has not disclosed transactions with any wholly owned subsidiary undertakings of the Group. Company Included within debtors is £100 (2023: £100) due from subsidiary undertakings. Included within creditors is £14,850,778 (2023: £14,192,120) due to subsidiary undertakings.

37.	Controlling party

The ultimate controlling party in the current and preceding year was Louvre Trustees Limited, a company registered in Guernsey as trustee of the Flair Trust, by virtue of its majority shareholding in the company.

38.	Subsidiaries

The following companies are exempt from publishing audited accounts under Section 479A of the Companies Act 2006:
Name Registration number
Propvest Holdings Limited 10229025
Union Benefit Services Limited 06408994
AFI Consultancy Limited 03251400

39.	Prior year restatement
	A different disclosure was made in 2024 for which the Group restated the 2023 disclosures due to prior year period reclassification and to ensure that the presentation was consistent across two years. Cash and cash equivalents Cash equivalents and term deposits have been reclassified from current asset investments to cash in hand. There is zero impact on profit and loss.
		2023	Restatement	Restated 2023
		£	£	£


Cash and cash equivalents	5,812,781	5,436,097	11,248,878
Current asset investments	7,409,776	(5,436,097)	1,973,679

Page 54