REGISTERED NUMBER: 13844629 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 DECEMBER 2023

FOR

IMPERIAL RE HOLDINGS LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTOR:

Mrs C R Mapper

REGISTERED OFFICE:

First Floor Winston House

349 Regents Park Road

London

N3 1DH

REGISTERED NUMBER:

13844629 (England and Wales)

AUDITORS:

Melinek Fine LLP

Chartered Accountants

Statutory Auditors

First Floor, Winston House

349 Regents Park Road

London

N3 1DH

The director presents her strategic report of the company and the group for the year ended 31 December 2023.

REVIEW OF BUSINESS

The results for the period and financial position of the group are as shown in the annexed accounts.

The group has concentrated on trading property since it was incorporated. The majority of properties were purchased with the intention of renovating them and then selling them. This ensures that the group is continuously trading stock and does not hold on to stock for a long period with the result of mitigating risk to the company.

As is evidenced by the results, the above policy has worked well for the company and the company is showing a healthy gross profit.

In addition, the group has retained a number of investment properties with a view to renting them out, and these are generating income for the company.

PRINCIPAL RISKS AND UNCERTAINTIES

The main risk for the Group is a reduction in property values; if a property is held on stock for a long period this risk increases. In order to mitigate it the company is continuously trading stock as mentioned below.

PRINCIPAL ACTIVITIES

The Group's principal activities are trading in residential properties and property investment.

OUR STRATEGIC PRIORITIES

The Group has two objectives:

- to deliver attractive long-term returns;

- to uphold Imperial RE Holding Ltd's reputation for integrity and reliability.

The Group's primary financial objective is to maximise returns at acceptable levels of risk.

GROUP PERFORMANCE

2023 realised a turnover of £47m (2022: £29m) and profit before tax of £8.8m (2022: £4.8m). Profit before tax includes £4,5m (2022: £1,4m) profit from Investments in Joint Ventures and Associates.

FINANCIAL POSITION

The group shareholder's funds now stand at £42.5m (2022: £34.7m).

FINANCIAL CAPACITY AND LIQUIDITY

The Group is well positioned to take advantage of opportunities as they arise. The Group's financial capacity stood at £656,569 (2022: £746,347) which is cash at bank.

The directors considered that there are no non-financial performance measurements relevant to the business.

ON BEHALF OF THE BOARD:

Mrs C R Mapper - Director

30 September 2025

The director presents her report with the financial statements of the company and the group for the year ended 31 December 2023.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of The Group's principal activities are trading in residential properties and property investment.

DIVIDENDS

No interim dividend was paid during the year. The director recommends a final dividend of 13.33 per share.

The total distribution of dividends for the year ended 31 December 2023 will be £ 2,000 .

DIRECTOR

Mrs C R Mapper was appointed as a director on 12 January 2022 and held office during the whole of the period from then to the date of this report.

FINANCIAL INSTRUMENTS

The Group's principal assets are other receivables. The Group's principal liabilities are other creditors.

Credit risk

The directors monitor credit risk closely and consider that the current policies and procedures meet the objectives of managing exposure to credit risk. The Group has no significant concentrations of credit risk.

Currency risk

The Group was not exposed to currency risk during the period.

Liquidity risk

The Group was not exposed to liquidity risk during the period

Interest rate risk

The Group has not hedged its interest rate exposure during the year.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless she is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

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

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

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable her to ensure that the financial statements comply with the Companies Act 2006. She is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

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

ON BEHALF OF THE BOARD:

Mrs C R Mapper - Director

30 September 2025

Opinion

We have audited the financial statements of IMPERIAL RE HOLDINGS LTD (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2023 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 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our: general commercial and sector experience; through verbal and written communications with those charged with governance and other management; and via inspection of the company's regulatory and legal correspondence.

We discussed with those charged with governance and other management the policies and procedures regarding compliance with laws and regulations.

We communicated identified laws and regulations to our team and remained alert to any indicators of non-compliance throughout the audit, we also specifically considered where and how fraud may occur within the company.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the company is subject to laws and regulations that directly affect the financial statements, including: the company's constitution, relevant financial reporting standards; company law; tax legislation and distributable profits legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly the company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on the amounts or disclosures in the financial statements, for instance through the imposition of fines and penalties, or through losses arising from litigation. We identified the following areas as those most likely to have such an affect: being property legislation.

International Standards on Auditing (UK) (ISAs (UK)) limit the required procedures to identify non-compliance with these laws and regulations, and no procedures over and above those already noted are required. These limited procedures did not identify any actual or suspected non-compliance with laws and regulations that could have a material impact on the financial statements.

In relation to fraud, we performed the following specific procedures in addition to those already noted:

Challenging assumptions made by management in its significant accounting estimates.

Identifying and testing journal entries, in particular any entries posted with unusual nominal ledger account

combinations, journal entries crediting cash or any revenue account.

Performing analytical procedures to identify unexpected movements in account balances which may be indicative of fraud;

Ensuring that testing undertaken on both the performance statements and the Balance Sheet includes a number of items selected on a random basis.

These procedures did not identify any actual or suspected fraudulent irregularity that could have a material impact on the financial statements.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with International Standards on Auditing (UK)(ISAs (UK)). For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the procedures that we are required to undertake would identify it. In addition, as with any audit, there remains a high risk of non-detection of irregularities, as these might involve collusion, forgery, intentional omissions, misrepresentation, or the override of internal controls. We are not responsible for preventing non-compliance with laws and regulations or fraud, and cannot be expected to detect non-compliance with all laws and regulations or every incidence of fraud.

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.

Aryeh Melinek (Senior Statutory Auditor)

for and on behalf of Melinek Fine LLP

Chartered Accountants

Statutory Auditors

First Floor, Winston House

349 Regents Park Road

London

N3 1DH

1 October 2025

TURNOVER

47,182,935

29,332,409

Cost of sales

(42,171,963

)

(25,920,906

)

GROSS PROFIT

5,010,972

3,411,503

Administrative expenses

(1,044,706

)

(448,324

)

3,966,266

2,963,179

Other operating income

265,215

292,719

OPERATING PROFIT

4

4,231,481

3,255,898

Income from interest in associated undertakings

27,766

-

Income from other participating interests

4,530,170

1,503,115

Income from fixed asset investments

-

65,462

Interest receivable and similar income

24,651

17,442

8,814,068

4,841,917

Interest payable and similar expenses

5

(54,407

)

(49,633

)

PROFIT BEFORE TAXATION

8,759,661

4,792,284

Tax on profit

6

(1,006,493

)

(755,244

)

PROFIT FOR THE FINANCIAL YEAR

7,753,168

4,037,040

Profit attributable to:

Owners of the parent

7,753,168

4,037,040

PROFIT FOR THE YEAR

7,753,168

4,037,040

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

7,753,168

4,037,040

Total comprehensive income attributable to:

Owners of the parent

7,753,168

4,037,040

FIXED ASSETS

Tangible assets

10

1,994

-

Investments

11

Interest in joint venture

Share of gross assets

50,086,076

45,873,213

Share of gross liabilities

(25,114,285

)

(25,401,272

)

24,971,791

20,471,941

Interest in associate

27,806

40

Other investments

50,000

50,000

Investment property

12

4,004,184

4,004,184

29,055,775

24,526,165

CURRENT ASSETS

Stocks

13

12,742,142

8,742,516

Debtors

14

5,444,757

3,857,165

Cash at bank

656,569

746,347

18,843,468

13,346,028

CREDITORS

Amounts falling due within one year

15

4,957,979

2,672,097

NET CURRENT ASSETS

13,885,489

10,673,931

TOTAL ASSETS LESS CURRENT LIABILITIES

42,941,264

35,200,096

CREDITORS

Amounts falling due after more than one year

16

(14,167

)

(24,167

)

PROVISIONS FOR LIABILITIES

20

(435,354

)

(435,354

)

NET ASSETS

42,491,743

34,740,575

CAPITAL AND RESERVES

Called up share capital

21

150

150

Other reserves

22

1,306,062

1,306,062

Merger Relief Reserve

22

18,597,311

18,597,311

Profit and loss account

22

22,588,220

14,837,052

SHAREHOLDERS' FUNDS

42,491,743

34,740,575

The financial statements were approved by the director and authorised for issue on 30 September 2025 and were signed by:

Mrs C R Mapper - Director

FIXED ASSETS

Tangible assets

10

-

-

Investments

11

18,598,253

18,598,253

Investment property

12

-

-

18,598,253

18,598,253

CURRENT ASSETS

Debtors

14

16,241,594

13,006,324

CREDITORS

Amounts falling due within one year

15

60,726

47,376

NET CURRENT ASSETS

16,180,868

12,958,948

TOTAL ASSETS LESS CURRENT LIABILITIES

34,779,121

31,557,201

CAPITAL AND RESERVES

Called up share capital

21

150

150

Merger Relief Reserve

18,597,311

18,597,311

Profit and loss account

16,181,660

12,959,740

SHAREHOLDERS' FUNDS

34,779,121

31,557,201

Company's profit for the financial year

3,223,920

12,961,740

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

The financial statements were approved by the director and authorised for issue on 30 September 2025 and were signed by:

Mrs C R Mapper - Director

Called up

Profit

Merger

share

and loss

Other

Relief

Total

capital

account

reserves

Reserve

equity

£

£

£

£

£

Balance at 12 January 2022

100

10,697,527

1,410,547

-

12,108,174

Changes in equity

Issue of share capital

50

-

-

-

50

Dividends

-

(2,000

)

-

-

(2,000

)

Total comprehensive income

-

4,141,525

(104,485

)

18,597,311

22,634,351

Balance at 31 December 2022

150

14,837,052

1,306,062

18,597,311

34,740,575

Changes in equity

Dividends

-

(2,000

)

-

-

(2,000

)

Total comprehensive income

-

7,753,168

-

-

7,753,168

Balance at 31 December 2023

150

22,588,220

1,306,062

18,597,311

42,491,743

Called up

Profit

Merger

share

and loss

Relief

Total

capital

account

Reserve

equity

£

£

£

£

Changes in equity

Issue of share capital

150

-

-

150

Dividends

-

(2,000

)

-

(2,000

)

Total comprehensive income

-

12,961,740

18,597,311

31,559,051

Balance at 31 December 2022

150

12,959,740

18,597,311

31,557,201

Changes in equity

Dividends

-

(2,000

)

-

(2,000

)

Total comprehensive income

-

3,223,920

-

3,223,920

Balance at 31 December 2023

150

16,181,660

18,597,311

34,779,121

Cash flows from operating activities

Cash generated from operations

1

89,201

1,171,384

Interest paid

(54,407

)

(49,633

)

Tax paid

(856,715

)

(535,912

)

Net cash from operating activities

(821,921

)

585,839

Cash flows from investing activities

Purchase of tangible fixed assets

(2,492

)

-

Interest received

24,651

17,442

Dividends received

30,320

180,323

Net cash from investing activities

52,479

197,765

Cash flows from financing activities

Loan repayments in year

(10,000

)

(10,000

)

Amount introduced by directors

-

7,312

Amount withdrawn by directors

691,664

(58,306

)

Share issue

-

50

Equity dividends paid

(2,000

)

(2,000

)

Net cash from financing activities

679,664

(62,944

)

(Decrease)/increase in cash and cash equivalents

(89,778

)

720,660

Cash and cash equivalents at beginning of year

2

746,347

25,687

Cash and cash equivalents at end of year

2

656,569

746,347

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

period

12.1.22

year ended

to

31.12.23

31.12.22

as restated

£

£

Profit before taxation

8,759,661

4,792,284

Depreciation charges

498

792

Loss on revaluation of fixed assets

-

150,000

Finance costs

54,407

49,633

Finance income

(4,582,587

)

(1,586,019

)

4,231,979

3,406,690

Increase in stocks

(3,999,626

)

(3,906,596

)

(Increase)/decrease in trade and other debtors

(1,587,592

)

1,447,120

Increase in trade and other creditors

1,444,440

224,170

Cash generated from operations

89,201

1,171,384

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

656,569

746,347

Period ended 31 December 2022

31.12.22

12.1.22

as restated

£

£

Cash and cash equivalents

746,347

25,687

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.23

Cash flow

At 31.12.23

£

£

£

Net cash

Cash at bank

746,347

(89,778

)

656,569

746,347

(89,778

)

656,569

Debt

Debts falling due within 1 year

(10,000

)

-

(10,000

)

Debts falling due after 1 year

(24,167

)

10,000

(14,167

)

(34,167

)

10,000

(24,167

)

Total

712,180

(79,778

)

632,402

1.	STATUTORY INFORMATION

IMPERIAL RE HOLDINGS LTD 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 General 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.

These consolidated and separate financial statements are prepared on a going concern basis, under the historical cost convention, as modified by the recognition of certain financial assets and liabilities measured at fair value.

The director has considered a period of at least 12 months from the date of signing of the balance sheet in making his assessment on the going concern of the Group.

The company has taken advantage of the exemption in section 408 of the Companies Act from presenting its individual profit and loss account.

The financial statements are prepared for the period shorter than 12 months due to the incorporation date of the parent and therefore the comparative amounts presented in the financial statements are not directly comparable.

Basis of consolidation

The Group consolidated financial statements include the financial statements of the Company and all of its material subsidiary undertakings together with the Group's share of the results of joint ventures made up to 31 December.

A subsidiary is an entity controlled by the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Where a subsidiary has different accounting policies to the Group, adjustments are made to those subsidiary financial statements to apply the Group.s accounting policies when preparing the consolidated financial statements.

Any subsidiary undertakings, joint ventures or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.

Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement.

All intra-Group transactions, balances, income and expenses are eliminated on consolidation. Adjustments are made to eliminate the profit or loss arising on transactions with joint ventures to the extent of the Group's interest in the entity.

Joint ventures

A joint venture involves the establishment of a corporation in which each venturer has an interest. The entity operates with a contractual arrangement between the venturers establishing joint control over the economic activity of the entity. Investments in joint venture undertakings are initially recognised at cost. After initial recognition, joint venture undertakings are measured at cost plus the Group's share of any accumulated profits or losses.

Associates

An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a

long-term interest and where the group has significant influence. The group considers that it has

significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting.

Turnover

Turnover is attributable to the principal activity of the company, being the trading in properties in the United Kingdom. Turnover comprises proceeds from sales of properties.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

20% on cost

Fixtures and fittings

-

20% on cost

Computer equipment

-

20% on cost