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Cover-more Insurance Services Ltd
Registered number: 03088762
Directors' report and
financial statements
For the year ended 31 December 2024
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COVER-MORE INSURANCE SERVICES LTD
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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COVER-MORE INSURANCE SERVICES LTD
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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COVER-MORE INSURANCE SERVICES LTD
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
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The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent; and
∙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 Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £322,691 (2023 - £7,484,348).
No dividends were declared in the year (2023 - £Nil).
The Directors who served during the year were:
C B Breslin (resigned 16 February 2024)
B D Wooltorton (appointed 2 August 2024)
J Whelan (appointed 17 May 2024, resigned 7 August 2024)
A Cogill
A J Finch (resigned 9 January 2024)
J J Sebire (appointed 4 April 2024, resigned 25 April 2025)
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COVER-MORE INSURANCE SERVICES LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Qualifying third party indemnity provisions
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The Company's Articles of Association provide, subject to the provisions of UK legislation, an indemnity for Directors and officers of the Company in respect of liabilities they may incur in the discharge of their duties or in the exercise of their powers, including any liabilities relating to the defence of any proceedings brought against them which relate to anything done or omitted, or alleged to have been done, or omitted, by them as officers or employees of the Company.
Appropriate Directors' and officers' liability insurance is in place in respect of all of the Company's Directors.
Exemption from preparing Strategic Report
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The Directors have taken the exemption from preparing a Strategic Report in accordance with section 414B of the Companies Act 2006.
Disclosure of information to auditor
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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's auditor is 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's auditor is aware of that information.
Post balance sheet events
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On 25 April 2025, the Company issued 3,000,000 Ordinary shares at nominal value of £1.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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COVER-MORE INSURANCE SERVICES LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COVER-MORE INSURANCE SERVICES LTD
Opinion
We have audited the financial statements of Cover-more Insurance Services Ltd (the ‘Company’) for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Company’s affairs as at 31 December 2024 and of its 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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
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COVER-MORE INSURANCE SERVICES LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COVER-MORE INSURANCE SERVICES LTD
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' Report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of Directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit; or
∙the Directors were not entitled to take advantage of the small companies' exemption in preparing the Directors' Report and from the requirement to prepare the Strategic Report.
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COVER-MORE INSURANCE SERVICES LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COVER-MORE INSURANCE SERVICES LTD
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 1, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of Cover-More Insurance Services Ltd and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: UK employment regulation and FCA regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation and the Companies Act 2006.
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COVER-MORE INSURANCE SERVICES LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COVER-MORE INSURANCE SERVICES LTD
In addition, we evaluated the Directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to the valuation of intangible assets, valuation of deferred tax assets, valuation of provisions, revenue recognition (which we pinpointed to the risk of occurrence), and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the Directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 auditor’s report.
Use of the audit 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 auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed.
Christopher Hudson (Senior Statutory Auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
5th Floor
3 Wellington Place
Leeds
LS1 4AP
23 September 2025
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COVER-MORE INSURANCE SERVICES LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Interest payable and similar expenses
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Profit/(loss) for the financial year
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There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.
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There was no other comprehensive income for 2024 (2023: £NIL).
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The notes on pages 10 to 27 form part of these financial statements.
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COVER-MORE INSURANCE SERVICES LTD
REGISTERED NUMBER: 03088762
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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COVER-MORE INSURANCE SERVICES LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Comprehensive loss for the year
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Total comprehensive loss for the year
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Contributions by and distributions to owners
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Shares issued during the year
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Total transactions with owners
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Comprehensive loss for the year
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Total comprehensive loss for the year
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Contributions by and distributions to owners
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Shares issued during the year
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Total transactions with owners
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The notes on pages 10 to 27 form part of these financial statements.
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COVER-MORE INSURANCE SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Cover-More Insurance Services Limited (the 'Company') is a private company limited by shares, incorporated and registered in England and Wales. The address of its registered office is Parkview, 82 Oxford Road, Uxbridge, London, UB8 1UX. The Company's registered number is 03088762.
The principal activity of the Company during the year was that of a travel insurance intermediary.
The financial statements are presented in Pounds Sterling, as this is the Company's functional currency, being the primary economic environment in which the Company operates. Monetary amounts are rounded to the nearest whole pound.
2.Accounting policies
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Basis of preparation of financial statements
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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 and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial reporting standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
• the requirements of Section 4 Statement of Financial Position paragraph 4.12(a)(iv);
• the requirements of Section 7 Statement of Cash Flows;
• the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
• the requirements of Section 11 Financial Instruments paragraphs 11.39 to 11.48A;
• the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated group financial statements of Zurich Travel Solutions Pty Ltd as at 31 December 2024.
The financial statements have been prepared on the going concern basis. The Company remains part of the Zurich Insurance Group Ltd group and has benefited from the support of the group in recent years, particularly in the form of capital contributions, which in the current year alone totalled £2.8m to ensure the Company remained in a net asset position of £10.5m with cash balances of £2.1m at the year end. The Group has committed formal financial support to the Company if required to ensure that the Company is able to continue as a going concern for at least 12 months from the date of signing.
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COVER-MORE INSURANCE SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Turnover represents commission and fees receivable on the brokerage of insurance, net of commissions ceded to introducers. Commission income is recognised on the inception date or renewal date of the policy. Alterations in brokerage arising from return and additional premiums are taken into account as and when these occur. Where there exists a material obligation to render post placement services an appropriate proportion of the revenue is deferred and recognised as revenue over the period those services are provided. Fee income is recognised in the period in which work was performed.
Other operating income includes revenue from all other operating activities which are not related to
the principal activities of the Company.
Finance costs are charged to the Statement of Comprehensive Income 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.
Transactions in currencies other than the functional currency (foreign currency) are initially recorded at the exchange rate prevailing on the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date or the transaction, or, if the asset or liability is measured at fair value, the rate when that fair value was determined.
All transaction differences are taken to Statement of Comprehensive Income, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related transaction gain or loss is also recognised in other comprehensive income.
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 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 Statement of Comprehensive Income over its useful economic life.
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COVER-MORE INSURANCE SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Other intangible fixed assets
Intangible fixed assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date if the fair value can be measured reliably.
Amortisation is calculated to write off the cost of the intangible fixed assets less their estimated residual values using the straight-line method over their useful lives, and is generally recognised in the Statement of Comprehensive Income.
Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following basis:
Goodwill 10 years
Brands and Trademarks 15 years
Computer software 3 - 5 years
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, an is credited or charged to the Statement of Comprehensive Income.
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following basis:
Office equipment 33% straight line
Fixtures and fittings 20% straight line
Computer equipment 33% straight line
Assets in the course of clearing are not depreciated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, an is credited or charged to the Statement of Comprehensive Income.
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Cash and cash equivalents
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Cash and cash equivalents are basic financial instruments and include cash in hand, deposits held at call with banks.
Cash held in insurer trust accounts is recognised in the Statement of Financial Position and a corresponding liability due to the insurers is also recognised.
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COVER-MORE INSURANCE SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The tax expense represents the sum of the current tax expense and deferred tax expense. Current tax assets are recognised when tax paid exceeds the tax payable.
Current and deferred tax is charged or credited to the Statement of Comprehensive Income, except when it relates to items charged or credited to other comprehensive income or equity, when the tax follows the transaction or event it relates to and is also charged or credited to other comprehensive income or equity.
Current tax assets and current tax liabilities and deferred tax assets and deferred tax liabilities are offset, if and only if, there is a legally enforceable right to set off the amounts and the entity intends either to settle on the net basis or to realise the asset and settle the liability simultaneously.
Current tax is based on taxable profit for the year. Current tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting period.
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Impairment of fixed assets and goodwill
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Assets that are subject to depreciation or amortisation are assessed at each reporting 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 reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.
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COVER-MORE INSURANCE SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
For defined contribution schemes the amount charged to the Statement of Comprehensive Income is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments.
Rentals payable under operating leases, including any lease incentives received, are charged to income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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COVER-MORE INSURANCE SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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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 Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
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COVER-MORE INSURANCE SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
- 16 -
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COVER-MORE INSURANCE SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment of assets including tangible fixed assets, goodwill and other intangible fixed assets, the Directors have considered both external and internal sources of information.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
(i) Deferred taxation
Deferred taxation is recognised when there is an expectation that a balance will crystallise in the future. Judgement is required over whether it is probable that there are significant future taxable profits to support the recognition of an asset. At 31 December 2024, the Company had available tax losses of £10.2m for which a deferred tax asset totalling £2.5m (2023: £Nil) has been recognised. Current forecasts indicate there will be sufficient taxable profits to utilise the losses in the tax group the Company forms part of.
(ii) Estimating value in use of intangible fixed assets
The Company tests goodwill and intangible fixed assets for impairment whenever there is an indication that the asset may be impaired. Impairment is determined with reference to the higher of fair values less costs to sell or value in use. The value in use calculation has required the Directors to estimate the future cash flows expected to arise from the cash generating unit (CGU) and determine a suitable discount rate to calculate present value. Significant assumptions are made in estimating future cash flows and about future events including future market conditions and growth rates. Changes in these assumptions could affect the outcome of impairment reviews.
(iii) Provisions
During the year, the Company was subject to a skilled person review under Section 166 of the Financial Services and Markets Act 2000, commissioned by the Financial Conduct Authority (FCA). The review focused on a voluntary redress exercise for customers who bought car hire excess insurance through Cover-More and DoYouSpain, its Overseas Appointed Representative.
As a result of the findings, the Company has established a redress scheme to compensate affected customers. A provision of £425,000 has been recognised in the financial statements, representing management’s best estimate of the expected cost of redress, including compensation payments and associated administrative expenses.
The estimate is based on currently available information and assumptions regarding the number of affected customers and the average redress per case. The actual cost may differ from this estimate and will be reviewed regularly as further information becomes available.
- 17 -
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COVER-MORE INSURANCE SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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An analysis of turnover by class of business is as follows:
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Analysis of turnover by country of destination:
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Intercompany management charge
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The operating loss is stated after charging:
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Depreciation of tangible fixed assets
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Amortisation of intangible fixed assets
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Other operating lease rentals
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- 18 -
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COVER-MORE INSURANCE SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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During the year, the Company obtained the following services from the Company's auditors:
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Fees payable to the Company's for the audit of the Company's financial statements
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Fees payable to the Company's in respect of:
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All non-audit services not included above
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the Directors, during the year was as follows:
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- 19 -
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COVER-MORE INSURANCE SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 4 directors (2023 - 3) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £174,150 (2023 - £380,700).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £11,400 (2023 - £20,610).
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The Directors are considered to be the only key management personnel.
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Interest payable and similar expenses
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Loans from group undertakings
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Taxation on profit on ordinary activities
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- 20 -
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COVER-MORE INSURANCE SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
11.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)
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Expenses not deductible for tax purposes
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Deferred tax recognised on losses / capital allowances
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Adjustments to tax charge in respect of prior periods
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Unrecognised capital allowances deducted
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Total tax charge for the year
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- 21 -
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COVER-MORE INSURANCE SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
11.Taxation (continued)
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Factors that may affect future tax charges
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A deferred tax asset has been recognised on losses carried forward as projections for future accounting profits show there are sufficient profits in other Zurich UK Group companies against which these losses can be offset. The company will receive a payment for its losses from Zurich UK group companies.
At 31 December 2024, the Company had unused tax losses of £10,154,971 (2023 - £Nil) for which a deferred tax asset has been recognised. No deferred tax was recognised in 2023 on losses of £10,154,971.
- 22 -
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COVER-MORE INSURANCE SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Computer and office equipment
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- 23 -
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COVER-MORE INSURANCE SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured and repayable on demand.
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Cash and cash equivalents
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The Company has a limited guarantee given by Cover-more Australia Pty Ltd for £50,000.
Included within the cash at bank balance is £Nil (2023 - £118,927) held on behalf of clients and Insurers.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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- 24 -
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COVER-MORE INSURANCE SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charged to profit or loss
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The deferred tax asset is made up as follows:
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Accelerated capital allowances
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Tax losses carried forward
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Charged to profit or loss
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During the year, the Company was subject to a skilled person review under Section 166 of the Financial Services and Markets Act 2000, commissioned by the Financial Conduct Authority (FCA). The review focused on a voluntary redress exercise for customers who bought car hire excess insurance through Cover-More and DoYouSpain, its Overseas Appointed Representative.
As a result of the findings, the Company has established a redress scheme to compensate affected customers. A provision of £425,000 has been recognised in the financial statements, representing management’s best estimate of the expected cost of redress, including compensation payments and associated administrative expenses.
The estimate is based on currently available information and assumptions regarding the number of affected customers and the average redress per case. The actual cost may differ from this estimate and will be reviewed regularly as further information becomes available.
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- 25 -
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COVER-MORE INSURANCE SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Allotted, called up and fully paid
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30,795,022 (2023 - 27,995,022) Ordinary shares of £1.00 each
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The Company has one class of Ordinary shares which carry voting rights but no right to fixed income.
On 23 June 2024, the Company issued 2,800,000 Ordinary shares of £1 par value. The total consideration paid for the share issue was £2,800,000.
Share premium account
The share premium account reserve represents the excess of the issue price over the par value on shares that were issued less any transaction costs arising with the issue of the shares.
Profit and loss account
The profit & loss account reserve represents the cumulative profits and losses of the Company, less the payment of any dividends
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £551,688 (2023 - £404,558). Contributions totalling £Nil (2023 - £Nil) were payable to the fund at the reporting date.
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Commitments under operating leases
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At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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- 26 -
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COVER-MORE INSURANCE SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Related party transactions
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The Company has taken advantage of the exemption available in accordance within Section 33 'Related party disclosure' of FRS 102 not to disclose transactions entered into between two or more members of a group that are wholly owned.
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Post balance sheet events
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On 25 April 2025, the Company issued 3,000,000 Ordinary shares at nominal value of £1.
The immediate parent undertaking is Cover-More Australia Pty Ltd, incorporated in Australia. The smallest parent undertaking to consolidate these financial statements is Zurich Travel Solutions Pty Ltd, incorporated in Australia.
The ultimate parent undertaking and largest group to consolidate these financial statements is Zurich Insurance Group Ltd, incorporated in Switzerland. Copies of the Zurich Insurance Group Ltd consolidated financial statements can be obtained from http://www.zurich.com /en/investor-relations. The ultimate controlling party is Zurich Insurance Group Ltd.
- 27 -
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