IRIS Accounts Production v25.1.0.734 10092141 Board of Directors 1.4.24 31.3.25 31.3.25 Medium entities 0 0 true true false true true false false false true true true true true false These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. Ordinary 1.00000 Ordinary 1.00000 iso4217:GBP iso4217:USD iso4217:EUR xbrli:shares xbrli:pure utr:tonnes utr:kWh 10092141 2024-03-31 10092141 2025-03-31 10092141 2024-04-01 2025-03-31 10092141 2023-03-31 10092141 2023-04-01 2024-03-31 10092141 2024-03-31 10092141 ns15:EnglandWales 2024-04-01 2025-03-31 10092141 ns14:PoundSterling 2024-04-01 2025-03-31 10092141 ns10:Director1 2024-04-01 2025-03-31 10092141 ns10:PrivateLimitedCompanyLtd 2024-04-01 2025-03-31 10092141 ns10:MediumEntities 2024-04-01 2025-03-31 10092141 ns10:Audited 2024-04-01 2025-03-31 10092141 ns10:Medium-sizedCompaniesRegimeForDirectorsReport 2024-04-01 2025-03-31 10092141 ns10:Medium-sizedCompaniesRegimeForAccounts 2024-04-01 2025-03-31 10092141 ns10:FullAccounts 2024-04-01 2025-03-31 10092141 1 2024-04-01 2025-03-31 10092141 ns10:EntityHasNeverTraded 2024-04-01 2025-03-31 10092141 ns10:OrdinaryShareClass1 2024-04-01 2025-03-31 10092141 ns10:Director2 2024-04-01 2025-03-31 10092141 ns10:Director4 2024-04-01 2025-03-31 10092141 ns10:Director5 2024-04-01 2025-03-31 10092141 ns10:RegisteredOffice 2024-04-01 2025-03-31 10092141 1 2024-04-01 2025-03-31 10092141 1 2023-04-01 2024-03-31 10092141 ns5:CurrentFinancialInstruments 2025-03-31 10092141 ns5:CurrentFinancialInstruments 2024-03-31 10092141 ns5:Non-currentFinancialInstruments 2025-03-31 10092141 ns5:Non-currentFinancialInstruments 2024-03-31 10092141 ns5:ShareCapital 2025-03-31 10092141 ns5:ShareCapital 2024-03-31 10092141 ns5:SharePremium 2025-03-31 10092141 ns5:SharePremium 2024-03-31 10092141 ns5:RetainedEarningsAccumulatedLosses 2025-03-31 10092141 ns5:RetainedEarningsAccumulatedLosses 2024-03-31 10092141 ns5:ShareCapital 2023-03-31 10092141 ns5:RetainedEarningsAccumulatedLosses 2023-03-31 10092141 ns5:SharePremium 2023-03-31 10092141 ns5:FurtherSpecificReserve2ComponentTotalEquity 2023-03-31 10092141 ns5:RetainedEarningsAccumulatedLosses 2023-04-01 2024-03-31 10092141 ns5:FurtherSpecificReserve2ComponentTotalEquity 2023-04-01 2024-03-31 10092141 ns5:FurtherSpecificReserve2ComponentTotalEquity 2024-03-31 10092141 ns5:RetainedEarningsAccumulatedLosses 2024-04-01 2025-03-31 10092141 ns5:FurtherSpecificReserve2ComponentTotalEquity 2024-04-01 2025-03-31 10092141 ns5:FurtherSpecificReserve2ComponentTotalEquity 2025-03-31 10092141 ns5:IntangibleAssetsOtherThanGoodwill 2024-04-01 2025-03-31 10092141 1 2024-04-01 2025-03-31 10092141 ns5:PatentsTrademarksLicencesConcessionsSimilar 2024-04-01 2025-03-31 10092141 ns5:PatentsTrademarksLicencesConcessionsSimilar 2023-04-01 2024-03-31 10092141 ns10:OrdinaryShareClass1 2023-04-01 2024-03-31 10092141 ns5:PatentsTrademarksLicencesConcessionsSimilar 2024-03-31 10092141 ns5:PatentsTrademarksLicencesConcessionsSimilar 2025-03-31 10092141 ns5:PatentsTrademarksLicencesConcessionsSimilar 2024-03-31 10092141 ns5:CostValuation 2024-03-31 10092141 ns5:AdditionsToInvestments 2025-03-31 10092141 ns5:CostValuation 2025-03-31 10092141 ns5:Subsidiary1 2024-04-01 2025-03-31 10092141 1 ns5:Subsidiary1 2024-04-01 2025-03-31 10092141 ns5:Subsidiary2 2024-04-01 2025-03-31 10092141 ns5:Subsidiary2 3 2024-04-01 2025-03-31 10092141 ns5:Subsidiary3 2024-04-01 2025-03-31 10092141 5 ns5:Subsidiary3 2024-04-01 2025-03-31 10092141 ns5:Subsidiary4 2024-04-01 2025-03-31 10092141 7 ns5:Subsidiary4 2024-04-01 2025-03-31 10092141 ns5:Subsidiary5 2024-04-01 2025-03-31 10092141 ns5:Subsidiary5 9 2024-04-01 2025-03-31 10092141 ns5:Subsidiary6 2024-04-01 2025-03-31 10092141 ns5:Subsidiary6 11 2024-04-01 2025-03-31 10092141 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2025-03-31 10092141 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2024-03-31 10092141 ns5:CurrentFinancialInstruments 2024-04-01 2025-03-31 10092141 ns5:Non-currentFinancialInstruments 2024-04-01 2025-03-31 10092141 ns5:WithinOneYear 2025-03-31 10092141 ns5:WithinOneYear 2024-03-31 10092141 ns5:BetweenOneFiveYears 2025-03-31 10092141 ns5:BetweenOneFiveYears 2024-03-31 10092141 ns5:MoreThanFiveYears 2025-03-31 10092141 ns5:MoreThanFiveYears 2024-03-31 10092141 ns5:AllPeriods 2025-03-31 10092141 ns5:AllPeriods 2024-03-31 10092141 ns10:OrdinaryShareClass1 2025-03-31

REGISTERED NUMBER: 10092141 (England and Wales)

Strategic Report, Directors' Report and

Audited Financial Statements for the Year Ended 31 March 2025

for

Adler Fairways Insurance Group Limited

Adler Fairways Insurance Group Limited (Registered number: 10092141)

Contents of the Financial Statements

for the Year Ended 31 March 2025

Page |

Company Information | 1 |

Strategic Report | 2 |

Directors' Report | 4 |

Directors' Responsibilities Statement | 5 |

Independent Auditors' Report | 6 |

Statement of Comprehensive Income | 9 |

Balance Sheet | 10 |

Statement of Changes in Equity | 11 |

Notes to the Financial Statements | 12 |

Adler Fairways Insurance Group Limited

Company Information

for the Year Ended 31 March 2025

| DIRECTORS: | J N Davey

| A J Adler

| N A Thomsett

| P J Goodman

| REGISTERED OFFICE: | Number 22 Mount Ephraim

| Tunbridge Wells

| Kent

| TN4 8AS

| REGISTERED NUMBER: | 10092141 (England and Wales)

| AUDITORS: | PKF Littlejohn LLP

| Statutory Auditor

| 15 Westferry Circus

| Canary Wharf

| London

| E14 4HD

Adler Fairways Insurance Group Limited (Registered number: 10092141)

Strategic Report

for the Year Ended 31 March 2025

The directors present their strategic report for the year ended 31 March 2025.

BUSINESS REVIEW

Adler Fairways Insurance Group Limited ("the Company") is the holding company for a number of insurance broking businesses.

The Company is non-trading and generates income from upwards dividends from its subsidiaries.

PERFORMANCE REVIEW AND KEY PERFORMANCE INDICATORS

The Company's position is not required to be reported on a consolidated basis and its subsidiaries performance are measured based on their individual performance. The Company is a holding company which does not trade and so no KPIs are considered relevant for the Company's performance.

OUR BUSINESS STRATEGY

All subsidiaries of UKGI Topco Limited, hereafter "the Group" operate with the same beliefs and principles. We believe that successfully applied client engagement is a real differentiator for an advice led Group and that strategy will enable us to stand out from the competition in a way that is hard to replicate, especially in the mature and highly competitive general insurance broking sector.

We have the ability to draw on the experience and resources of our colleagues and investors along with technology utilised to create a business that will stand out.

PRINCIPLES

The underlying principles that drive our strategy continue to be:

Customer Focus: empowering our employees to build meaningful relationships with customers and provide the highest service standar ds.

Community: committed to making a meaningful contribution to the communities we serve through our business practices and social responsibilities.

Integrity: in our practices, maintaining the highest standards of professionalism and delivering business excellence.

Ambition: pursuing new opportunities, adapting to fresh challenges, and striving to be at the cutting edge of insurance as leader s in the industry.

Adler Fairways Insurance Group Limited (Registered number: 10092141)

Strategic Report

for the Year Ended 31 March 2025

PRINCIPAL RISKS AND UNCERTAINTIES

Competitive Risk

The Group operates in a mature market which has, in recent years, attracted a lot of inward capital investment primarily private equity based. There are several well financed competitors in the insurance broking market who are executing similar growth strategies to our own. Our Group looks to differentiate itself from the crowd through the application of our principles.

Credit Risk

The primary credit risk for the Group arises from our clients being unable to meet their obligations to pay. The Group’s management teams use a mixture of credit policies to manage this risk alongside reviewing the aged debt profile monthly.

Liquidity/Cashflow Risk

The Group reviews it’s cashflows monthly and forecasts forward to ensure it is well placed to meet it’s financial obligations as they fall due and remains cash generative at an operational level. There is no exposure to foreign exchange rate risk.

Operational Risk

Operational risks are identified and reviewed by management and shareholders on a regular basis. The risks are mitigated by management through the implementation of procedures, policies and action plans.

APPROVED BY THE BOARD AND SIGNED ON ITS BEHALF:

J N Davey - Director

23 September 2025

Adler Fairways Insurance Group Limited (Registered number: 10092141)

Directors' Report

for the Year Ended 31 March 2025

The directors present their report and the financial statements for the year ended 31 March 2025

PRINCIPAL ACTIVITY

The principal activity of the Company in the year under review was that of a holding company.

DIVIDENDS

The profit for the year, after taxation, amounted to £3,792,522 (2024 - £1,465,168)

Dividends paid during the year amounted to £2,750,000 (2024 - £1,400,000)

DIRECTORS

The directors who served during the year were:

A J Adler

A D Alway (Resigned 1 April 2025)

J N Davey

P J Goodman (Appointed 1 April 2025)

N A Thomsett (Appointed 1 April 2025 & Resigned 15 August 2025)

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

The Company has provided qualifying third-party indemnities for the benefit of its Directors. These were provided during the year and remain in force at the date of this report.

POST BALANCE SHEET EVENTS

On 30 May 2025 Intact Ventures Inc. completed a purchase of a minority stake in UKGI Topco Limited. Following this purchase there remains no single ultimate controlling party of the Company.

DISCLOSURE OF INFORMATION TO AUDITOR

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.

AUDITORS

The auditors, PKF Littlejohn LLP, have indicated their willingness to continue in office and a resolution will be proposed for re-appointment in accordance with section 485 of the Companies Act 2006.

APPROVED BY THE BOARD AND SIGNED ON ITS BEHALF:

J N Davey - Director

23 September 2025

Adler Fairways Insurance Group Limited (Registered number: 10092141)

Directors' Responsibilities Statement

for the Year Ended 31 March 2025

The directors are responsible for preparing the Strategic report, 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;

- 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.

Independent Auditors' Report to the Members of

Adler Fairways Insurance Group Limited

Opinion

We have audited the financial statements of Adler Fairways Insurance Group Limited (the 'Company') for the year ended 31 March 2025, which comprise the Statement of comprehensive income, the Balance sheet, the

Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting standard

applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the Company's affairs as at 31 March 2025 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 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 Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Independent Auditors' Report to the Members of

Adler Fairways Insurance Group Limited

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 Strategic report or the Directors' report.

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

- adequate accounting records have not been kept, 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.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 5, 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 either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Independent Auditors' Report to the Members of

Adler Fairways Insurance Group Limited

Auditors' responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- We obtained an understanding of the Company and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, industry research, application of cumulative audit knowledge and experience of the sector.

- We determined the principal laws and regulations relevant to the Company in this regard to be those arising from Companies Act 2006 and UK Taxation regulations.

- We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the Company with those laws and regulations. These procedures included, but were not limited to; enquiries of management, review of board of directors minutes and review of regulatory correspondence.

- We also identified the risks of material misstatement of the financial statements due to fraud as those arising from management override of controls. We have addressed this risk by performing audit procedures which included testing of journals, evaluating the business rationale of any significant transactions that are unusual or outside normal course of business that came to our attention and preliminary and final analytical review to identify any unusual or expected financial relationships or variances.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report

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

John Needham (Senior Statutory Auditor)

for and on behalf of PKF Littlejohn LLP

Statutory Auditor

15 Westferry Circus

Canary Wharf

London

E14 4HD

25 September 2025

Adler Fairways Insurance Group Limited (Registered number: 10092141)

Statement of Comprehensive Income

for the Year Ended 31 March 2025

| 2025 |  | 2024

| Notes | £ | £ |

TURNOVER | - |  | - |  |

Administrative expenses | (1,038,533 | ) | (334,832 | ) |

OPERATING LOSS | 5 | (1,038,533 | ) | (334,832 | ) |

Income from shares in group undertakings | 4,829,999 |  | 1,800,000 |  |

Interest receivable and similar income | 1,764 |  | - |  |

3,793,230 |  | 1,465,168 |  |

Interest payable and similar expenses | 6 | (460 | ) | - |  |

PROFIT BEFORE TAXATION | 3,792,770 |  | 1,465,168 |  |

Tax on profit | 7 | (248 | ) | - |  |

PROFIT FOR THE FINANCIAL YEAR | 3,792,522 |  | 1,465,168 |  |

OTHER COMPREHENSIVE INCOME |

Group reconstruction (note 20) | (1,300,000 | ) | - |  |

Income tax relating to other comprehensive income | - |  | - |  |

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX | (1,300,000 | ) | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 2,492,522 |  | 1,465,168 |  |

Adler Fairways Insurance Group Limited (Registered number: 10092141)

Balance Sheet

31 March 2025

| 2025 |  | 2024

| Notes | £ | £ |

FIXED ASSETS

Intangible assets | 9 | 4,975,049 |  | 1,263,415 |  |

Investment in subsidiaries | 10 | 17,221,977 |  | 17,037,104 |  |

22,197,026 |  | 18,300,519 |  |

CURRENT ASSETS

Debtors: amounts falling due within one year | 11 | 5,290 |  | 422,667 |  |

Cash at bank | 108,169 |  | 326,097 |  |

113,459 |  | 748,764 |  |

CREDITORS

Amounts falling due within one year | 12 | (16,591,029 | ) | (14,539,253 | ) |

NET CURRENT LIABILITIES | (16,477,570 | ) | (13,790,489 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 5,719,456 |  | 4,510,030 |  |

CREDITORS

Amounts falling due after more than one year | 13 | (2,385,000 | ) | (918,096 | ) |

NET ASSETS | 3,334,456 |  | 3,591,934 |  |

CAPITAL AND RESERVES

Called up share capital | 15 | 200 |  | 200 |  |

Share premium | 16 | 3,079,800 |  | 3,079,800 |  |

Retained earnings | 16 | 254,456 |  | 511,934 |  |

SHAREHOLDERS' FUNDS | 3,334,456 |  | 3,591,934 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2025 and were signed on its behalf by:

J N Davey - Director

Adler Fairways Insurance Group Limited (Registered number: 10092141)

Statement of Changes in Equity

for the Year Ended 31 March 2025

| Called up |

| share |  | Retained |  | Share |  | Other |  | Total

| capital |  | earnings |  | premium |  | reserves |  | equity

£ | £ | £ | £ | £ |

Balance at 1 April 2023 | 200 |  | 446,766 |  | 3,079,800 |  | - |  | 3,526,766 |  |

Changes in equity

Dividends | - |  | (1,400,000 | ) | - |  | - |  | (1,400,000 | ) |

Total comprehensive income | - |  | 1,465,168 |  | - |  | - |  | 1,465,168 |  |

Balance at 31 March 2024 | 200 |  | 511,934 |  | 3,079,800 |  | - |  | 3,591,934 |  |

Changes in equity

Group reconstruction | - |  | (1,300,000 | ) | - |  | 1,300,000 |  | - |  |

Dividends | - |  | (2,750,000 | ) | - |  | - |  | (2,750,000 | ) |

Total comprehensive income | - |  | 3,792,522 |  | - |  | (1,300,000 | ) | 2,492,522 |  |

Balance at 31 March 2025 | 200 |  | 254,456 |  | 3,079,800 |  | - |  | 3,334,456 |  |

Adler Fairways Insurance Group Limited (Registered number: 10092141)

Notes to the Financial Statements

for the Year Ended 31 March 2025

1. | GENERAL INFORMATION

| Adler Fairways Insurance Group Limited ("the Company") is a limited liability company incorporated in England and Wales. The Company's registered office is Number 22, Mount Ephraim, Tunbridge Wells, Kent, England, TN4 8AS.

| The principal activity of the Company in the year under review is that of a holding company

| The Company's functional and presentational currency is pound Sterling (GBP) and rounded to the nearest £

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

| The following principal accounting policies have been applied:

| Financial Reporting Standard 102 - reduced disclosure exemptions

| 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 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 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

| - the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b), 12.29A and 12.30;

| - the requirements of paragraph 33.7.

| This information is included in the consolidated financial statements of UKGI Topco Limited as at 31 March 2025 and these financial statements may be obtained from Number 22 Mount Ephraim, Tunbridge Wells, England, TN4 8AS.

| Related party exemption

| The group discloses transactions with related parties which are not wholly owned within the same group. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the group financial statements.

| Going concern

| The directors believe that adequate cash resources will be available to cover the Company's requirements for working capital for the next twelve months, for the foreseeable future and to meet its obligations as they fall due. Accordingly, the financial statements have been prepared on the going concern basis.

Adler Fairways Insurance Group Limited (Registered number: 10092141)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

2. | ACCOUNTING POLICIES - continued

| Intangible assets

| Other intangible assets

| Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

| All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

| The estimated useful lives range as follows:

| - Other Intangibles - 3 to 10 years straight line

| Other intangible assets include purchased books of business.

| Investments in subsidiaries

| Investments in subsidiaries are measured at cost less accumulated impairment.

Adler Fairways Insurance Group Limited (Registered number: 10092141)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

2. | ACCOUNTING POLICIES - continued

| Financial instruments

| The Company has elected to apply the provisions of Section 11 "Basic Financial Instruments" of FRS 102 to all of its financial instruments.

| Financial instruments are recognised in the Company's balance sheet 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.

| Basic financial assets

| Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs 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 receivables due with the operating cycle fall into this category of financial instruments.

| Impairment of financial assets

| Financial assets are assessed for indicators of impairment at each reporting date.

| 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.

| 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 payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument 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.

| Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

| Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables 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.

Adler Fairways Insurance Group Limited (Registered number: 10092141)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

2. | ACCOUNTING POLICIES - continued

| 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.

| Current and deferred taxation

| The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

| The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

| Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

| - The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

| - Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

| Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| Interest income

| Interest income is recognised in the statement of comprehensive income using the effective interest method.

| Dividends

| Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

| Share capital

| Called-up share capital represents the nominal value of shares that have been issued.

| Operating leases: the Company as a lessee

| Rentals paid under operating leases are charged to the statement of comprehensive income on a straight-line basis over the lease term.

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

Adler Fairways Insurance Group Limited (Registered number: 10092141)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

| In applying the Company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.

| The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

| The critical judgements, estimates and assumptions that the directors have made in the process of applying the Company's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.

| (a) Critical judgements in applying the company’s accounting policies

| No judgements have been made in applying the entities accounting policies that would have a significant effect on the amounts recognised in these financial statements.

| (b) Critical accounting estimates and assumptions

| The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

| Contingent consideration

| The consideration payable on acquisitions is dependent on their performance during an earn out period. The values carried for newly acquired goodwill and contingent consideration are based on estimates of future performance based on past performance.

| Estimated useful life of intangible assets

| Intangible assets are amortised over their useful lives, determined by management's knowledge of market values for insurance broker books, and prudent growth projections. All intangible assets are considered to have a finite useful life of a maximum of 10 years.

| Assessing indicators of impairment

| In assessing whether there have been any indicators of impairment, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year.

4. | EMPLOYEES

| The average number of employees during the year was Nil (2024 - Nil)

| The directors did not receive any remuneration in respect of their appointments to the Company.

Adler Fairways Insurance Group Limited (Registered number: 10092141)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

5. | OPERATING LOSS

| The operating loss is stated after charging:

| 2025 |  | 2024

£ | £ |

| Other Intangibles amortisation | 768,989 |  | 309,691 |  |

6. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2025 |  | 2024

£ | £ |

| Bank interest | 460 |  | - |  |

7. | TAXATION

| Analysis of the tax charge

| The tax charge on the profit for the year was as follows:

| 2025 |  | 2024

£ | £ |

| Current tax:

| UK corporation tax | 248 |  | - |  |

| Tax on profit | 248 |  | - |  |

| UK corporation tax has been charged at 25% .

| Reconciliation of total tax charge 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:

| 2025 |  | 2024

£ | £ |

| Profit before tax | 3,792,770 |  | 1,465,168 |  |

| Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%) | 948,193 |  | 366,292 |  |

| Effects of:

| Expenses not deductible for tax purposes | 67,386 |  | 6,280 |  |

| Income not taxable for tax purposes | (1,207,500 | ) | (450,000 | ) |

| Depreciation in excess of capital allowances | 192,247 |  | 77,423 |  |

| Group relief | - |  | 5 |  |

| Marginal relief | (78 | ) | - |  |

| Total tax charge | 248 |  | - |  |

Adler Fairways Insurance Group Limited (Registered number: 10092141)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

7. | TAXATION - continued

| Tax effects relating to effects of other comprehensive income |

| 2025 |

| Gross |  | Tax |  | Net |

£ | £ | £ |

| Group reconstruction (note 20) | (1,300,000 | ) | - |  | (1,300,000 | ) |

8. | DIVIDENDS

| 2025 |  | 2024

£ | £ |

| Ordinary shares of 1 each

| Interim | 2,750,000 |  | 1,400,000 |  |

9. | INTANGIBLE FIXED ASSETS

| Other

| Intangibles

£ |

| COST

| At 1 April 2024 | 2,722,833 |  |

| Additions | 4,480,623 |  |

| At 31 March 2025 | 7,203,456 |  |

| AMORTISATION

| At 1 April 2024 | 1,459,418 |  |

| Amortisation for year | 768,989 |  |

| At 31 March 2025 | 2,228,407 |  |

| NET BOOK VALUE

| At 31 March 2025 | 4,975,049 |  |

| At 31 March 2024 | 1,263,415 |  |

| Other intangibles represent books of business purchased.

Adler Fairways Insurance Group Limited (Registered number: 10092141)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

10. | FIXED ASSET INVESTMENTS

| Shares in

| group

| undertakings

£ |

| COST

| At 1 April 2024 | 17,037,104 |  |

| Additions | 184,873 |  |

| At 31 March 2025 | 17,221,977 |  |

| NET BOOK VALUE

| At 31 March 2025 | 17,221,977 |  |

| At 31 March 2024 | 17,037,104 |  |

| The Company's investments at the Balance Sheet date in the share capital of companies include the following:

| Adler Fairways Insurance Brokers Limited

| Registered office: Number 22 Mount Ephraim, Tunbridge Wells, Kent, England, TN4 8AS

| Nature of business: Insurance intermediary

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| The Thomas Gray Partnership Limited

| Registered office: Number 22 Mount Ephraim, Tunbridge Wells, Kent, England, TN4 8AS

| Nature of business: Insurance Intermediary

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| E.C. Parker & Company Limited

| Registered office: Number 22 Mount Ephraim, Tunbridge Wells, Kent, England, TN4 8AS

| Nature of business: Insurance Intermediary

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Intelligent Real Estate Due Diligence Limited

| Registered office: Number 22 Mount Ephraim, Tunbridge Wells, Kent, England, TN4 8AS

| Nature of business: Insurance Intermediary

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| ACM Broking Limited

| Registered office: Number 22 Mount Ephraim, Tunbridge Wells, Kent, England, TN4 8AS

| Nature of business: Insurance Intermediary

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

Adler Fairways Insurance Group Limited (Registered number: 10092141)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

10. | FIXED ASSET INVESTMENTS - continued

| Farm and General Insurance Consultants Limited

| Registered office: Number 22 Mount Ephraim, Tunbridge Wells, Kent, England, TN4 8AS

| Nature of business: Insurance Intermediary

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| During the year the Company disposed of investments in Fairways Group Holdings Limited and E.C. Parker Holdings Limited which were 100% subsidiaries in the prior year. Both of which were dissolved before the reporting date.

| The additions during the year relate to increases in deferred consideration paid on acquisitions made in previous years due to performance of the acquisitions being better than initially estimated.

11. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2024 |

£ | £ |

| Amounts owed by group undertakings | - |  | 265,000 |  |

| Prepayments and accrued income | 5,290 |  | 157,667 |  |

5,290 |  | 422,667 |  |

| Amounts owed by group undertakings are unsecured, attract no interest and are repayable on demand.

12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2024 |

£ | £ |

| Amounts owed to group undertakings | 14,973,215 |  | 12,914,253 |  |

| Tax | 248 |  | - |  |

| Accruals and deferred income | 1,617,566 |  | 1,625,000 |  |

16,591,029 |  | 14,539,253 |  |

| Amounts owed to group undertakings are unsecured, attract no interest and are repayable on demand.

| Amounts disclosed as accruals and deferred income include amounts of deferred consideration on acquisitions

13. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

2025 | 2024 |

£ | £ |

| Accruals and deferred income | 2,385,000 |  | 918,096 |  |

| There is a fixed and floating charge over the assets of Adler Fairways Insurance Group Limited. The charge has been taken out in the year and is outstanding at the year end. It covers the property and undertaking of the Company.

| Amounts disclosed as accruals and deferred income include amounts of deferred consideration on acquisitions

Adler Fairways Insurance Group Limited (Registered number: 10092141)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

14. | LEASING AGREEMENTS

| Minimum lease payments under non-cancellable operating leases fall due as follows:

2025 | 2024 |

£ | £ |

| Within one year | 17,000 |  | - |  |

| Between one and five years | 51,000 |  | - |  |

| In more than five years | 12,750 |  | - |  |

80,750 |  | - |  |

15. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

| value: | £ | £ |

| 200 | Ordinary | 1 | 200 |  | 200 |  |

16. | RESERVES

| Share premium account

| The share premium account represents the difference between the nominal value and the price paid for issued shares.

| Other reserves

| The other reserves account represents a non-cash transaction relevant to the restructure of the group including the dissolution of an intermediary subsidiary.

| Profit and loss account

| The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.

17. | ULTIMATE CONTROLLING PARTY

| At the balance sheet date, the Company's immediate parent is UKGI Group Limited. The ultimate parent is UKGI Topco Limited. The smallest and largest group in which the results of the Company are included are that of UKGI Topco Limited and the consolidated accounts are available at companies house. The registered address of UKGI Topco Limited is Number 22 Mount Ephraim, Tunbridge Wells, Kent, England, TN4 8AS.

| In the year ended 31 March 2024 the ultimate parent was UKGI Group Limited. On 28 October 2024 UKGI Topco Limited acquired 100% of the share capital of UKGI Group Limited.

| In the opinion of the directors there is no single ultimate controlling party of UKGI Topco Limited.

18. | RELATED PARTY TRANSACTIONS

| The Company is taking advantage of the exemption under paragraph 33.1A of FRS 102 not to disclose intra-group transactions with wholly owned subsidiaries and its parent company.

19. | POST BALANCE SHEET EVENTS

| On 30 May 2025 Intact Ventures Inc. completed a purchase of a minority stake in UKGI Topco Limited. Following this purchase there remains no single ultimate controlling party of the Company.

Adler Fairways Insurance Group Limited (Registered number: 10092141)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

20. | GROUP RECONSTRUCTION

| On 21 October 2024, the wholly owned subsidiary company E.C. Parker Holdings Limited sold the wholly owned subsidiary company E. C. Parker & Company Limited to the Company. The transaction was accounted for using merger accounting and no goodwill was created.