Company registration number 06432216 (England and Wales)
STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Affinia
Ground Floor
Swift House
18 Hoffmanns Way
Chelmsford
CM1 1GU
STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
COMPANY INFORMATION
Directors
M Castellucci
J Costello
G McKernan
J Boast
(Appointed 22 September 2025)
Company number
06432216
Registered office
First Floor
2 Parklands
Parklands Business Park
Rubery
B45 9PZ
Auditor
Affinia (Chelmsford)
Ground Floor
Swift House
18 Hoffmanns Way
Chelmsford
CM1 1GU
STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of total comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 17
STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The Directors present their strategic report for Stewart Miller McCulloch (Holdings) Limited (the Company) for the year ended 31December 2024.

Review and analysis of the business during the year

The company holds investments in its trading subsidiaries as a holding company. The holding company activities were transferred to group companies in previous periods. The directors intend to strike off the company (as referred to in Note 1.2).

Development and financial performance during the year

During the year profit before taxation increased from £0 to £2,323,565 mainly due to Income from shares in group undertakings.

Financial position at the reporting date

The balance sheet shows that the Company’s net assets at the year-end have increased from £2,884,286 to £4,495,034.

Principal risks and uncertainties facing the business

Management continually monitors the key risks facing the Company together with assessing the controls used for managing these risks. The board of Directors formally reviews and documents the principal risks facing the business at least annually.

The principal risks and uncertainties facing the Company are as follows:

Competitor pressure

The market in which the Company’s subsidiaries operate is competitive and could result in the loss of sales to competitors. Fortunately, this business is broadly based with strong client relationships. Any threat to stability through the loss of capacity is mitigated by long term partnerships with significant notice of cancellation periods.

The Company’s subsidiaries also manage this risk by providing quality products and excellent customer service.

Economic downturn

As with most businesses there is a risk of an economic downturn adversely affecting performance and profitability but we consider our risk to be mitigated due to fact that our products are not discretionary and highly specialist in nature. Any risks are monitored through our close working relationships with our main partners and associations.

Financial risks

Inflation risk

The Company closely manages costs in relation to the business, inflationary increases are mitigated through ongoing negotiations with vendors. Insurance intermediaries’ income pricing structures are reviewed to ensure they remain aligned to the inflation rate environment, providing further mitigation.

Liquidity risk

The Company's cash and borrowing requirements are managed centrally at a Group level to maximise liquid resources to meet the operating needs of its business. The Company has no external borrowing.

Interest rate risk

The Company manages its cash and borrowing requirements centrally to maximise interest income and minimise interest expense, whilst ensuring the Company has sufficient liquid resources to meet the operating needs of its business.

STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

Credit risk

Investment of cash surpluses and borrowings are made through banks and companies which must fulfil credit rating criteria approved by the board. All customers who wish to trade on credit terms are subject to credit verification procedures. Debtor balances are monitored on an on-going basis and provision is made for doubtful debts where necessary.

On behalf of the board

J Boast
Director
12 November 2025
STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

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

Principal activities

The principal activity of the company continued to be that of a holding company.

The director intends to liquidate the company within 12 months of signing these financial statements.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £712,817 (2023: £nil) The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

M Castellucci
J Corrigan-Stuart
(Resigned 9 September 2025)
J Costello
G McKernan
J Boast
(Appointed 22 September 2025)
Auditor

The auditor, Affinia (Chelmsford), is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the following:

- an indication of the financial risk management objectives and policies; and

- an indication of the exposure of the company to price risk, credit risk, and liquidity risk.

- an indication of likely future events in the business of the company,

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
J Boast
Director
12 November 2025
STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

The directors are responsible for preparing the annual 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 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; and

- 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.

STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
- 5 -
Opinion

We have audited the financial statements of Stewart Miller McCulloch (Holdings) Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter - f inancial statements prepared on a basis other than going concern

We draw attention to Note 1.2 to the financial statements, which explains that the directors intend to strike off the company and therefore do not consider it appropriate to adopt the going concern basis of accounting. Accordingly, the financial statements have been prepared on a basis other than going concern as described in Note 1.2. Our opinion is not modified in respect of this matter.

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 our audit:

- the information given in the strategic report and the directors' r eport 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.

STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED (CONTINUED)
- 6 -
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 identifie d material misstatements in the strategic report and the directors' r eport. 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' r esponsibilities s tatement, 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.

Auditor's responsibilities for the audit of the financial statements

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

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.

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

- The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the insurance intermediary sector;

- We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, employment, and health and safety legislation;

- We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence;

- Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED (CONTINUED)
- 7 -

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 as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

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

To address the risk of fraud through management bias and override of controls, our work included:

- Performance of analytical procedures to identify any unusual or unexpected relationships;

- Testing journal entries to identify unusual transactions.

- Investigated the rationale behind significant or unusual transactions;

- Assessing judgements and assumptions made in determining the accounting estimate to ensure they were not indicative of potential bias; and

- Observation and identification of internal controls in place.

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 disclosures to underlying supporting evidence;

- Enquiring of management as to actual and potential litigation and claims; and

- Reviewing correspondence with HMRC and reviewing for evidence of correspondence with legal advisors.

- Reviewing minutes of 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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditors responsibilities. This description forms part of our auditor's 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 auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Michael Warman (Senior Statutory Auditor)
For and on behalf of Affinia (Chelmsford), Statutory Auditor
Chartered Accountants
Ground Floor
Swift House
18 Hoffmanns Way
Chelmsford
CM1 1GU
13 November 2025
STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Turnover
-
-
Administrative expenses
(7,750)
-
0
Operating loss
3
(7,750)
-
Income from shares in group undertakings
6
2,331,315
-
0
Profit before taxation
2,323,565
-
0
Tax on profit
7
-
0
-
0
Profit for the financial year
2,323,565
-
0

The income statement has been prepared on the basis that all operations are discontinuing operations.

There was no other comprehensive income in 2024 (2023: £nil).

STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
9
7,066,124
2,884,286
Current assets
Debtors
11
2,368,498
1,750,000
Creditors: amounts falling due within one year
12
(4,939,588)
(1,750,000)
Net current liabilities
(2,571,090)
-
0
Net assets
4,495,034
2,884,286
Capital and reserves
Called up share capital
13
96,001
96,001
Share premium
15
2,621,745
2,621,745
Profit and loss reserves
15
1,777,288
166,540
Total equity
4,495,034
2,884,286

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 12 November 2025 and are signed on its behalf by:
J Boast
Director
Company registration number 06432216 (England and Wales)
STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
Share capital
Share premium
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
96,000
-
166,540
262,540
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
0
-
0
Issue of share capital
13
1
-
-
1
Premium on issue of share capital
-
2,621,745
-
0
2,621,745
Balance at 31 December 2023
96,001
2,621,745
166,540
2,884,286
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
2,323,565
2,323,565
Dividends
8
-
-
(712,817)
(712,817)
Balance at 31 December 2024
96,001
2,621,745
1,777,288
4,495,034
STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
1
Accounting policies
Company information

Stewart Miller McCulloch (Holdings) Limited is a private company limited by shares incorporated in England and Wales. The registered office is First Floor, 2 Parklands, Parklands Business Park, Rubery, B45 9PZ.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

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

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

The company is a wholly-owned subsidiary of Riser Holdings LP, a company registered in Delaware, USA, and is included in the consolidated financial statements of this company, which are publicly available. Consequently, the company has taken advantage of the exemption from preparing consolidated financial statements under the terms of section 401 of the Companies Act 2006. The accounts for Riser Holdings LP are available at; 520 Madison Avenue, New York, NY 10019.

As a wholly-owned subsidiary of Riser Holdings LP, and a qualifying entity, the Company has taken advantage of the exemption offered by FRS102 "Related Party Disclosures" not to disclose transactions with wholly owned subsidiary undertakings.

The accounting policies have been applied consistently, other than where new policies have been adopted.

1.2
Going concern

These financial statements have been prepared on an alternative basis, as the directors intend to strike off the company and do not consider it appropriate to adopt the going concern basis of accounting. The company transferred its true holding company activities to group entities in previous period s. The remaining assets and liabilities will be transferred at book value post year-end, and accordingly, no restatement for a break-up basis has been made.

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 12 -
1.4
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 deducting all of its liabilities.

STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.5
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Impairment of group loans

At each reporting date, the Company assesses whether there is evidence that amounts owed by and to group

undertakings are impaired. This assessment requires judgement in evaluating the financial position and

liquidity of the borrower, including consideration of recent trading performance, forecast cash flows, and the

value of realisable assets available to the borrower.

Where indicators of impairment exist, the estimated recoverable amount is determined based on the best

available information at the reporting date. The determination of these amounts involves estimation

uncertainty, as actual outcomes may differ from the assumptions used, which could result in changes to the

carrying value of the loans in future periods.

3
Operating loss
2024
2023
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
7,750
-
0
4
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
7,750
-
0
5
Employees

The average number of monthly employees during the year was nil (2023: nil).

6
Interest receivable and similar income
2024
2023
£
£
Income from fixed asset investments
Income from shares in group undertakings
2,331,315
-
0
STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
7
Taxation

The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
2,323,565
-
0
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
580,891
-
0
Tax effect of income not taxable in determining taxable profit
(580,891)
-
0
Taxation charge for the year
-
-
8
Dividends
2024
2023
£
£
Interim paid
712,817
-
0
9
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
10
7,066,124
2,884,286
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
2,884,286
Additions
4,181,838
At 31 December 2024
7,066,124
Carrying amount
At 31 December 2024
7,066,124
At 31 December 2023
2,884,286
STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Fixed asset investments
(Continued)
- 16 -

On 30 September 2024, Kingfisher Insurance Services Limited issued 1 ordinary share of £1 for £4,181,838.

On 29 November 2024, Kingfisher Insurance Services Limited issued 6,803,581 ordinary shares of £1 in the form of a bonus issue.

On 31 December 2024, the 100% shareholding in Peter D James Ltd was transferred to Riser Interco LP.

10
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Kingfisher Insurance Services Limited
First Floor 2 Parklands, Parklands Business Park, Rubery, United Kingdom, B45 9PZ
Ordinary
100.00
-
M.I.S. Commercial Limited
First Floor 2 Parklands, Parklands Business Park, Rubery, United Kingdom, B45 9PZ
Ordinary
0
100.00
M.I.S. Commercial (Ireland) Limited
The Bushels, Cornmarket, Wexford, Ireland
Ordinary
0
100.00

On 29 May 2025 M.I.S. Commercial (Ireland) Limited changed its name to K ingfisher M otosport (Ireland)) Limited.

11
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
2,368,498
1,750,000
12
Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
4,931,838
1,750,000
Accruals and deferred income
7,750
-
0
4,939,588
1,750,000
13
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
96,001
96,001
96,001
96,001

The Ordinary shares in issue have full rights in the respect voting, dividend and distributions. The shares may be redeemed at the option of the company or shareholder.

STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
14
Charges

At the balance sheet date, the company had a fixed charge and negative pledge held over the assets of the company in favour of JPMorgan Chase Bank, N. A.

15
Reserves
Share premium
This reserve represents the premium received on the issue of shares over and above their nominal value. The reserve is non distributable.
Profit and loss reserves
The profit and loss reserve comprises of the cumulative effect of the total profits and losses at each year end, less any distributions made to shareholders.
16
Events after the reporting date

In March 2025, the Group undertook a rationalisation of intercompany balances and arrangements. This involved the settlement and restructuring of internal transactions between group entities.

17
Ultimate controlling party

At the reporting date immediate control of the company is held by Maybury James Limited, a company registered in England & Wales.

The financial statements of the company are consolidated in the financial statements of Riser Holdings LP, a company incorporated in the US with the registered office 520 Madison Avenue, New York, NY 10019. This represents the smallest group of undertakings for which consolidated financial statements are prepared. These consolidated accounts are available from its register ed office.

At the reporting date the Company's ultimate parent undertaking is Carlyle Partners VIII Holdings III, L.P. (Delaware Partnership), a company incorporated in the US with the registered office Corporation Trust Center 1209 Orange St, Wilmington, DE. This represents the largest group of undertakings for which consolidated financial statements are prepared.

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