Company registration number 06766585 (England and Wales)
KINGFISHER UK 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
KINGFISHER UK HOLDINGS LIMITED
COMPANY INFORMATION
Directors
W McKernan
M Castellucci
J Boast
M Bacon
Company number
06766585
Registered office
Level 15
30 St. Mary Axe
London
EC3A 8BF
Auditor
Affinia (Chelmsford)
Ground Floor
Swift House
18 Hoffmanns Way
Chelmsford
CM1 1GU
KINGFISHER UK HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of total comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 27
KINGFISHER UK HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

Strategic report for the year ended 31 December 20 24

The company acted as a holding company for its trading subsidiaries for three months of the year. The holding company activities have since been transferred to the parent entity, and the directors intend to strike off the company (as referred to in Note 1.2).

Review and analysis of the business during the current year

The company continues to act as a holding company for its trading subsidiaries. The principal trading entities listed in the investments section (Note 1 3 and 14) of the financial statements provide insurance broking and managing general agent services. There are no relevant KPIs (Key Performance Indicators) for this business.

Development and financial performance during the year

During the year loss before taxation decreased from £5,356,722 to £1,636,507 mainly due to employees and supplier contracts being transferred to other group companies.

Financial position at the reporting date

The balance sheet shows that the Company’s net liabilities at the year-end have in creased from £1,229,772 to net liability of £3,457,687.

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.

KINGFISHER UK HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

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.

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.

Approval

This report was approved by the board and signed on its behalf by:

J Boast
Director
11 November 2025
KINGFISHER UK 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 was that of a holding company for niche and affinity insurance operations and is no longer trading. No principal activities exist any longer.

Its trading subsidiary companies act as insurance brokers and managing general agents encompassing both personal lines and commercial business and are regulated by the Financial Conduct Authority.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend. (2023: £nil).

Directors

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

J Corrigan-Stuart
(Resigned 9 September 2025)
G McKernan
(Resigned 26 March 2025)
W McKernan
M Castellucci
J Boast
M Bacon
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 auditors are 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.

KINGFISHER UK HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
On behalf of the board
J Boast
Director
11 November 2025
KINGFISHER UK HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

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.

KINGFISHER UK HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KINGFISHER UK HOLDINGS LIMITED
- 6 -
Opinion

We have audited the financial statements of Kingfisher UK 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 loss 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 - Financial 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.

KINGFISHER UK HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KINGFISHER UK HOLDINGS LIMITED (CONTINUED)
- 7 -
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 or 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 the regulations set out by the Financial Conduct Authority, Companies Act 2006, taxation legislation, money laundering, and employment legislation;

- We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing returns submitted to the FCA and inspecting legal correspondence; and

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

KINGFISHER UK HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KINGFISHER UK HOLDINGS LIMITED (CONTINUED)
- 8 -

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, we:

- Performed analytical procedures to identify any unusual or unexpected relationships;

- Tested journal entries to identify unusual transactions;

- Reviewed the internal controls in place, specifically around payroll and bank transactions; and

- Assessed whether judgements and assumptions made in determining the accounting estimates around provisions were indicative of potential bias.

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 documentation;

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

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 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/auditorsresponsibilities. 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
KINGFISHER UK HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
902,206
2,689,847
Administrative expenses
(2,729,766)
(6,048,901)
Exceptional item
4
(50,935)
(2,000,000)
Operating loss
5
(1,878,495)
(5,359,054)
Interest receivable and similar income
9
280,953
2,403
Interest payable and similar expenses
10
(38,515)
(71)
Loss before taxation
(1,636,057)
(5,356,722)
Tax on loss
11
(654,455)
(28,342)
Loss for the financial year
(2,290,512)
(5,385,064)

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

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

KINGFISHER UK HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
12
345,110
265,884
Investments
13
15,771,556
13,771,556
16,116,666
14,037,440
Current assets
Debtors
15
12,020,683
8,203,692
Cash at bank and in hand
1,689
39,403
12,022,372
8,243,095
Creditors: amounts falling due within one year
16
(31,596,725)
(23,510,307)
Net current liabilities
(19,574,353)
(15,267,212)
Net liabilities
(3,457,687)
(1,229,772)
Capital and reserves
Called up share capital
19
143
143
Capital redemption reserve
21
6
6
Capital contribution reserve
21
46,731,881
46,669,284
Profit and loss reserves
21
(50,189,717)
(47,899,205)
Total equity
(3,457,687)
(1,229,772)

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 11 November 2025 and are signed on its behalf by:
J Boast
Director
Company registration number 06766585 (England and Wales)
KINGFISHER UK HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Capital redemption reserve
Capital contribution reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2023
143
6
46,404,643
(42,514,141)
3,890,651
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
-
(5,385,064)
(5,385,064)
Allocation of group share-based payment expense
-
-
264,641
-
0
264,641
Balance at 31 December 2023
143
6
46,669,284
(47,899,205)
(1,229,772)
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
-
(2,290,512)
(2,290,512)
Allocation of group share-based payment expense
-
-
62,597
-
0
62,597
Balance at 31 December 2024
143
6
46,731,881
(50,189,717)
(3,457,687)
KINGFISHER UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information

Kingfisher UK Holdings Limited is a private company limited by shares incorporated in the United Kingdom. The registered office is Level 15, 30 St. Mary Axe, London, EC3A 8BF.

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 on the historical cost basis except for the modification to a fair value of certain financial instruments as specified in the accounting policies 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 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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

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 holding company activities to the parent entity during the year. 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.true

1.3
Turnover

Turnover consists of group management recharges which are credited to income when they become receivable on a monthly basis.

Amounts due from shares in group undertakings consist of dividends receivable from group undertakings recognised when declared by the subsidiary.

KINGFISHER UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
Straight line over the life of the lease
Plant and machinery
Straight line over the life of the lease
Fixtures and fittings
Straight line - 60 Months
Computers
Straight line - 36 Months

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Fixed asset investments

Interests in subsidiary undertakings 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.

KINGFISHER UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
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.

KINGFISHER UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
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.

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.

Other financial liabilities

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.

1.9
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.

KINGFISHER UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

KINGFISHER UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.13
Share-based payments

The company participates in a share-based payment arrangement granted to its employees and employees of its own and fellow subsidiaries. The company has elected to recognise and measure its share-based expense on the basis of a reasonable allocation of the expense for the group recognised in its consolidated accounts. The directors consider the number of unvested options granted to the company's employees compared to the total unvested options granted under the group plan to be a reasonable basis for allocating the expense.

The expense in relation to options over the company's shares granted to employees of a subsidiary is recognised by the company as a capital contribution.

1.14
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

KINGFISHER UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
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.

The critical judgements and key sources of estimation uncertainty arising in the process of applying the Company's accounting policies, and that have the most significant effect on the amounts recognised in the financial statements are discussed below.

Investments

In determining whether the Company's investments in subsidiaries are carried at no more than their recoverable amount (defined as the higher of fair value less costs to sell and value in use), management is required to make certain judgements and estimates. These include the identification of indicators of impairment, such as underperformance relative to expected results or a downturn in the external economic conditions.

The estimation of the recoverable amount of each investment requires management to make assumptions regarding future cashflows or the expected development of the market. These assumptions reflect management's best estimates, based on past experience and market data, but are inherently uncertain and subject to change. Changes in these assumptions could result in a material adjustment to the carrying value of the investments.

Share options performance obligations

In determining the accounting treatment for the Group’s equity-settled share-based payment arrangements, management has applied judgement in electing to use the reasonable allocation method under FRS 102 section 26.16. This approach allows the Group-level share-based payment expense, calculated under US GAAP (an equivalent basis), to be reasonably allocated to the UK entities. Key areas of judgement include the assessment that the awards are subject to service and non-market performance conditions, and that a Liquidity Event was not probable at the reporting date.

For employees transferring within the Group , the expense was apportioned based on the duration of service within each entity. The UK subsidiaries recognised their respective charges based on employee-level allocation and applied the original grant-date fair value. Additionally, the USD-denominated Group expenses were translated into GBP using the relevant exchange rate for the year. These estimates remain sensitive to staff retention, assumptions regarding vesting conditions, and the likelihood and timing of a Liquidity Event.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Management fee income
902,206
2,689,847
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
902,206
2,689,847
KINGFISHER UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Turnover and other revenue
(Continued)
- 19 -
2024
2023
£
£
Other revenue
Interest income
-
2,403
Dividends received
280,953
-
4
Exceptional item
2024
2023
£
£
Expenditure
Intercompany adjustments
50,935
2,000,000

The debit balance of £50,935 within current year exceptional items represents a correction of historical intercompany debt.

The debit balance of £2,000,000 within prior year exceptional items represents the write-off of a intercompany loan due from a fellow group entity which has been waived via an agreement signed by both parties.

5
Operating loss
2024
2023
Operating loss for the year is stated after charging:
£
£
Depreciation of owned tangible fixed assets
201,297
188,128
Depreciation of tangible fixed assets held under finance leases
123,449
-
Share-based payments
62,597
264,641
Operating lease charges
226,667
209,822

6
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
41,750
24,500
KINGFISHER UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
7
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Directors
3
5
Central function activities
6
28
Total
9
33

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
831,895
3,171,179
Social security costs
90,258
406,208
Pension costs
54,846
194,111
976,999
3,771,498

In April 2024, the entity transferred its employees to its parent entity, NSM UK Holdings Ltd, and its two subsidiaries, First Underwriting Ltd and Kingfisher Insurance Services Ltd.

8
Directors' remuneration
2024
2023
£
£
as restated
Remuneration for qualifying services
214,546
1,621,762
Amounts receivable under long term incentive schemes
62,597
264,641
Company pension contributions to defined contribution schemes
-
62,308
277,143
1,948,711

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2023 - 3).

2024
2023
£
£
as restated
Remuneration for qualifying services
117,917
591,545
Amounts receivable under long term incentive schemes
26,827
146,654
Company pension contributions to defined contribution schemes
-
16,608
KINGFISHER UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Directors' remuneration
(Continued)
- 21 -

The amount receivable under long-term incentive schemes represents the portion of the fair value of equity-settled share-based payment awards charged to the profit and loss account during the year, in accordance with Section 26 of FRS 102. The total fair value of the awards is being recognised over the vesting period.

9
Interest receivable and similar income
2024
2023
£
£
Interest income
Other interest income
-
0
2,403
Income from fixed asset investments
Income from shares in group undertakings
280,953
-
0
Total income
280,953
2,403
10
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
35
71
Other interest
38,480
-
0
38,515
71
11
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
-
0
4,302
Adjustments in respect of prior periods
654,455
24,040
Total current tax
654,455
28,342

Adjustments in respect of prior periods relates to anti-hybrid charges which have been settled post year end as referred to in note 22.

The applicable tax rate changed in the prior period on 1 April 2023 from 19% to 25%.

KINGFISHER UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Taxation
(Continued)
- 22 -

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

2024
2023
£
£
Loss before taxation
(1,636,057)
(5,356,722)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(409,014)
(1,259,901)
Tax effect of expenses that are not deductible in determining taxable profit
73,324
(2,952,978)
Tax effect of income not taxable in determining taxable profit
(70,238)
-
0
Adjustments in respect of prior years
654,455
24,040
Group relief
5,850
-
0
Permanent capital allowances in excess of depreciation
51,824
150,798
Other permanent differences
(9,800)
-
0
Deferred tax not provided
-
0
4,322,160
Hybrid and other mismatches
358,054
-
0
Remeasurement of deferred tax for
changes in tax rates
-
0
(255,777)
Taxation charge for the year
654,455
28,342
12
Tangible fixed assets
Leasehold land and buildings
Plant and machinery
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 January 2024
69,364
-
0
721,462
138,466
929,292
Additions
30,158
257,199
18,968
97,647
403,972
At 31 December 2024
99,522
257,199
740,430
236,113
1,333,264
Depreciation and impairment
At 1 January 2024
43,449
-
0
532,116
87,843
663,408
Depreciation charged in the year
7,937
123,449
154,793
38,567
324,746
At 31 December 2024
51,386
123,449
686,909
126,410
988,154
Carrying amount
At 31 December 2024
48,136
133,750
53,521
109,703
345,110
At 31 December 2023
25,915
-
0
189,346
50,623
265,884
KINGFISHER UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Tangible fixed assets
(Continued)
- 23 -

Tangible fixed assets includes assets held under finance leases or hire purchase contracts, as follows:

2024
2023
£
£
Plant and machinery
133,750
-
0
13
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
14
15,771,556
13,771,556
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
13,771,556
Additions
2,000,000
At 31 December 2024
15,771,556
Carrying amount
At 31 December 2024
15,771,556
At 31 December 2023
13,771,556

On 15 November 2024, First Underwriting Ltd issued 2,000,000 ordinary shares of £1 each at par to Kingfisher UK Holdings Ltd.

On 31 December 2024, ownership of the following subsidiaries was transferred to Riser Interco LLC, another company in the group:

- Fresh Insurance Services Group Ltd,

- Classic Insurance Services Ltd,

- Peter D James Ltd.

KINGFISHER UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
14
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, B45 9PZ
Ordinary
0
100.00
Maybury James Ltd
First Floor, 2 Parklands, Parklands Business Park, Rubery, B45 9PZ
Ordinary
100.00
-
NSM MGA Holdings Ltd (dormant)
Level 15, 30 St. Mary Axe, London, England, EC3A 8BF
Ordinary
100.00
-
Stewart Miller, McCulloch (Holdings) Ltd
First Floor, 2 Parklands, Parklands Business Park, Rubery, B45 9PZ
Ordinary
0
100.00
First Underwriting Ltd
Level 15, 30 St. Mary Axe, London, England, EC3A 8BF
Ordinary
100.00
-
First Specialty Ltd (dormant)
Level 15, 30 St. Mary Axe, London, England, EC3A 8BF
Ordinary
0
100.00
Kingfisher Underwriting Limited (dormant)
Level 15, 30 St. Mary Axe, London, England, EC3A 8BF
Ordinary
100.00
-
Vantage Insurance Services Limited (dormant)
Level 15, 30 St. Mary Axe, London, England, EC3A 8BF
Ordinary
100.00
-
Vantage Holdings Limited (dormant)
Level 15, 30 St. Mary Axe, London, England, EC3A 8BF
Ordinary
100.00
-
M.I.S Commercial Limited
First Floor, 2 Parklands, Parklands Business Park, Rubery, B45 9PZ
Ordinary
0
100.00
M.I.S Commercial (Ireland) Limited
The Bushels, Cornmarket, Wexford, Ireland
Ordinary
0
100.00
Vantage IB Limited
Level 15, 30 St. Mary Axe, London, England, EC3A 8BF
Ordinary
100.00
-

Kingfisher Underwriting Limited (dormant), Vantage Insurance Services Limited (dormant), and Vantage Holdings Limited (dormant) were dissolved after the balance sheet date.

15
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
11,462
-
0
Corporation tax recoverable
-
0
401,286
Amounts owed by group undertakings
11,751,290
7,499,110
Other debtors
13,432
-
0
Prepayments and accrued income
244,499
303,296
12,020,683
8,203,692
KINGFISHER UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
16
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Obligations under finance leases
17
133,750
-
0
Trade creditors
-
0
91,571
Amounts owed to group undertakings
30,764,682
22,314,976
Corporation tax
253,169
-
0
Other taxation and social security
3,309
338,213
Other creditors
-
0
10,502
Accruals and deferred income
441,815
755,045
31,596,725
23,510,307

Corporation tax creditor includes an adjustment relating to prior period anti-hybrid charges which have been settled post year end as referred to in note 24.

17
Finance lease obligations
2024
2023
Future minimum lease payments due under finance leases:
£
£
Within one year
133,750
-
0

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Assets held under finance leases are secured against the lease.

18
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
54,846
194,111

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

KINGFISHER UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
19
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary voting shares of 10p each
959
959
96
96
Ordinary non-voting shares of 10p each
469
469
47
47
1,428
1,428
143
143

Ordinary voting shares give the shareholder the right to vote and influence the company but they are not entitled to a share of the profits. Ordinary non-voting shareholders do not have a right to vote, but are entitled to a share of dividends payable.

20
Share-based payment transactions
Liabilities and expenses

During the year, the company recognised total share-based payment expenses of £62,597 (2023 - £264,641) which related to equity settled share based payment transactions. These expenses have been recognised within administrative expenses on the statement of profit or loss.

Group share-based payments

The company also participates in a group share based payment plan, and recognises and measures its share based payment expense on the basis of a reasonable allocation of the expense recognised for the group. The allocation is based on the number of employees benefiting from the share based payment plan employed by each group entity.

21
Reserves
Capital redemption reserve

The capital redemption reserve comprises the cumulative effect of the company's purchase of its own shares. The reserve is non-distributable.

Capital contribution reserve

The capital contribution reserve comprises the cumulative effect of contributions made to the entity's capital from a related party, for which there is no corresponding liability due to the related party agreeing as such. This includes the cumulative impact of the recognition of share-based payment expenses allocated to the entity.

Profit and loss reserves
The profit and loss reserve comprises the cumulative effect of the total profits and losses at each year end, less any distributions made to shareholders.
22
Financial commitments, guarantees and contingent liabilities

In the prior year, the company made a voluntary disclosure to HMRC in respect of the application of the Hybrids and Other Mismatches legislation. The disclosure has led to a liability which has been paid. At this date, Kingfisher UK Holdings Limited are waiting for final confirmation and closure of the process.

At the statement of financial position date, JPMorgan Chase Bank held a fixed and floating charge dated 31 October 2023 over all assets and undertakings of the company.

KINGFISHER UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
23
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within 1 year
308,269
339,095
Years 2-5
1,233,075
1,017,287
After 5 years
539,470
1,271,609
2,080,814
2,627,991

During the year, the entity was entitled to an additional rent free period of 12 months with a value of £369,923. The lease disclosure was reassessed and adjusted to include the additional rent free period.

The operating lease commitments relate to lease costs incurred on behalf of fellow group entities.

24
Events after the reporting date

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

25
Ultimate controlling party

At the reporting date control of the company is held by NSM UK Holdings Ltd, 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. The consolidated financial statements are available from its registered 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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