REGISTERED NUMBER: 07213914 (England and Wales)

WARDSEND FIDENTIA LIMITED

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

to

5

Income Statement

6

Statement of Financial Position

7

Statement of Changes in Equity

8

Notes to the Financial Statements

9

to

13

DIRECTORS:

I M Laing

H A Laing

REGISTERED OFFICE:

3 Castlegate

Grantham

Lincolnshire

NG31 6SF

REGISTERED NUMBER:

07213914 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mrs Emily Smith

AUDITORS:

Humphrey & Co Audit Services Ltd

7 - 9 The Avenue

Eastbourne

East Sussex

BN21 3YA

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company for a group engaged in Lloyd's Underwriting.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

I M Laing

H A Laing

STREAMLINED ENERGY AND CARBON REPORTING

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

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

-	state whether applicable 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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Humphrey & Co Audit Services Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

I M Laing - Director

26 September 2025

Opinion

We have audited the financial statements of Wardsend Fidentia Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, 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.

- the directors were not entitled to take advantage of the small companies exemptions from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

Extent to which the audit was considered capable of detecting irregularities, including fraud

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills;

- we obtained an understanding of the company and the laws and regulations that could reasonably be expected to have a direct effect on the financial statements through discussion with the Board and the application of our knowledge and experience;

- we assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management; and

- considering the extent of internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement transactions, balances and disclosures to underlying supporting documentation;

- discussions with those charged with governance.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Mrs Emily Smith (Senior Statutory Auditor)

for and on behalf of Humphrey & Co Audit Services Ltd

7 - 9 The Avenue

Eastbourne

East Sussex

BN21 3YA

26 September 2025

TURNOVER

751

(13,131

)

Administrative expenses

8,764

449

OPERATING LOSS

4

(8,013

)

(13,580

)

Income from fixed asset investments

77,458

37,389

Interest receivable and similar income

1,764

8,198

79,222

45,587

71,209

32,007

Gain/loss on revaluation of investments

(44,341

)

19,651

PROFIT BEFORE TAXATION

26,868

51,658

Tax on profit

5

(12,000

)

(6,705

)

PROFIT FOR THE FINANCIAL YEAR

38,868

58,363

FIXED ASSETS

Investments

7

2,391,205

2,435,546

CURRENT ASSETS

Debtors

8

663,410

610,660

Cash at bank

66,451

34,572

729,861

645,232

CREDITORS

Amounts falling due within one year

9

987,848

974,428

NET CURRENT LIABILITIES

(257,987

)

(329,196

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,133,218

2,106,350

PROVISIONS FOR LIABILITIES

10

53,000

65,000

NET ASSETS

2,080,218

2,041,350

CAPITAL AND RESERVES

Called up share capital

11

1

1

Retained earnings

12

2,080,217

2,041,349

SHAREHOLDERS' FUNDS

2,080,218

2,041,350

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

I M Laing - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1

1,982,986

1,982,987

Changes in equity

Total comprehensive income

-

58,363

58,363

Balance at 31 December 2023

1

2,041,349

2,041,350

Changes in equity

Total comprehensive income

-

38,868

38,868

Balance at 31 December 2024

1

2,080,217

2,080,218

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Financial Reporting Standard 102 - reduced disclosure exemptions

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

- Section 7 'Statement of Cash Flows': Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 'Basic Financial Instruments' and Section 12 ' Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 'Share based Payment': Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 'Related Party Disclosures': Compensation for key management personnel.

Preparation of consolidated financial statements

The financial statements contain information about Wardsend Fidentia Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover represents the amount derived from the provision of services falling within the company's ordinary activities of, dividends receivable on investments and the share of profit or loss of unlisted partnership investments.

Dividends are recognised at date of receipt. The share of profit or loss of unlisted partnership investments is accounted for on an accruals basis.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

Investments in associates accounted for in accordance with the fair value model are initially recorded at the transaction price. At each reporting date, the investments are measured at fair value, with changes in fair value recognised in other comprehensive income/profit or loss. Where it is impracticable to measure fair value reliably without undue cost or effort, the cost model will be

adopted.

Dividends and other distributions received from the investment are recognised as income without

regard to whether the distributions are from accumulated profits of the associate arising before or after the date of acquisition.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship (see hedge accounting policy).

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

Any reversal of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Cash and cash equivalents

Cash and cash equivalents include deposits held at call with banks, other short-term liquid investments with

original maturities of three months or less and cash in hand.

Preparation of consolidated financial statements

The financial statements contain information about Wardsend Fidentia Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Wardsend Holdings Limited. The registered address of the holding company is 3 Castlegate, Grantham, NG31 6SF.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

The average number of employees during the year was NIL (2023 - NIL).

2024

2023

£

£

Directors' remuneration

-

-

4.	OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging/(crediting):

2024

2023

£

£

Loss on disposal of fixed assets

2,918

-

Foreign exchange differences

2,320

(2,686

)

5.

TAXATION

Analysis of the tax credit

The tax credit on the profit for the year was as follows:

2024

2023

£

£

Deferred tax

(12,000

)

(6,705

)

Tax on profit

(12,000

)

(6,705

)

Reconciliation of total tax credit included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Profit before tax

26,868

51,658

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.520%)

6,717

12,150

Effects of:

Expenses not deductible for tax purposes

(17,755

)

(12,679

)

Utilisation of tax losses

(1,562

)

(8,136

)

Other adjustments

600

(13,410

)

Timing differences from taxation of u/w results

-

15,370

Total tax credit

(12,000

)

(6,705

)

6.	FUNDS AT LLOYDS

Cash balances of £66,291 (2023: £20,258) and assets with a market value of £1,723,943 (2023:£1,768,284) at 31 December 2024 are held with the Lloyd's deposit of the group undertakings.

The Lloyd's deposit represents funds deposited within the Corporation of Lloyds to support the group undertakings underwriting activities. The undertakings have entered legal agreement with Lloyd's which gives the Corporation the right to apply these funds in settlement of any claims arising from their participation on the Lloyd's syndicates. These funds can only be released from the provision of this deed with Lloyd's express permission and only in circumstances where the amounts are either replaced by an equivalent asset or after the expiration of the undertakings liabilities in respect of their own underwriting.

7.	FIXED ASSET INVESTMENTS

Shares in

group

Listed

undertakings

investments

Totals

£

£

£

COST OR VALUATION

At 1 January 2024

667,262

1,768,284

2,435,546

Additions

-

366,576

366,576

Disposals

-

(366,576

)

(366,576

)

Revaluations

-

(44,341

)

(44,341

)

At 31 December 2024

667,262

1,723,943

2,391,205

NET BOOK VALUE

At 31 December 2024

667,262

1,723,943

2,391,205

At 31 December 2023

667,262

1,768,284

2,435,546

Cost or valuation at 31 December 2024 is represented by:

Shares in

group

Listed

undertakings

investments

Totals

£

£

£

Valuation in 2024

-

1,723,943

1,723,943

Cost

667,262

-

667,262

667,262

1,723,943

2,391,205

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Other debtors

663,410

580,897

Prepayments and accrued income

-

29,763

663,410

610,660

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

985,024

971,776

Other creditors

-

(1

)

Accruals and deferred income

2,824

2,653

987,848

974,428

10.	PROVISIONS FOR LIABILITIES

2024

2023

£

£

Deferred tax

Accelerated capital allowances

53,000

65,000

Deferred

tax

£

Balance at 1 January 2024

65,000

Provided during year

(12,000

)

Balance at 31 December 2024

53,000

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

1

Ordinary

1

1

1

12.

RESERVES

Retained

earnings

£

At 1 January 2024

2,041,349

Profit for the year

38,868

At 31 December 2024

2,080,217

13.	ULTIMATE CONTROLLING PARTY

The ultimate parent company is Wardsend Holdings Limited, company number 12374010.

I M Laing and C E Laing are the ultimate controlling parties.