Strategic report for the year ended 31 December 2024

The Directors present their strategic report for Kingsbridge Risk Solutions Limited (the Company) for the year ended 31 December 2024.

Business Review

The Company’s principal activities as a broker are the provision of insurance products and IR35 related services through 3 primary channels. There have not been any significant changes in the Company’s principal activities during the year.

The UK contractor market remained relatively flat, a core sector for KRSL, however launching a new trades insurance programs and growth in key distribution resulted in an improving GWP position.

Admin expenses have increased by £2,289,836 due to management recharges from parent companies, intangible asset impairment costs and accounts receivable write offs.

The business remains in good shape to take advantage of its new markets through excellent channel management strategies and additional product enhancements.

As a result of the above the Company’s operating profit decreased from a profit of £2,874,870 in 2023 to £1,500,055 for the year to 31 December 2024.

Key performance indicators

The results for the year and the financial position of the Company are as shown in the annexed financial statements.

Financial position at the reporting date

The statement of financial position shows that the Company’s net assets at the year-end have increased from £19,602,826 to £22,056,444.

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 operates is competitive and could result in the loss of sales to competitors. Fortunately, the Company’s business is broadly based with strong client relationships. Any threat to the Company’s stability through the loss of capacity is mitigated by long term relationships with significant notice of cancellation periods. The Company also manages 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 small due to its highly specialist nature. Any risks are monitored through our close working relationships with our main partners and associations.

Liquidity risk

The Company's cash 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. Client money is held with approved banks and cleared funds have to be available before payment is made.

Inflation risk

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

Interest rate risk

The Company operations are subject to the risk of interest rate fluctuations only as it affects interest earning assets.

Regulatory risk

Changes to the regulatory environment or requirements may result in intervention and financial or reputational loss. The Company mitigates these risks by ensuring that its governance and culture identify changes or issues at an early stage and allow the implementation of appropriate strategies to ensure compliance. A dedicated Group compliance function maintains open communication channels with the FCA.

Credit risk

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

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

The principal activity of the company continued to be that of insurance broking, risk consulting, risk financing and risk management advice.

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

Ordinary dividends were paid amounting to £Nil (2023: £37,643,175) The directors do not recommend payment of a final dividend.

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

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;

• an indication of the exposure of the company to price risk, credit risk, and liquidity risk; and

• an indication of likely future events in the business of the company.

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.

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

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

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.

We have audited the financial statements of Kingsbridge Risk Solutions 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.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

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

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

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

As explained more fully in the directors' responsibilities statement, 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, but not limited to, fraud and non-compliance with laws and regulations was as follows:

• The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills 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, FCA compliance, employment legislation and health and safety 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.

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; and

• reviewing returns submitted to the FCA and correspondence with the company’s legal advisors.

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.

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

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

Kingsbridge Risk Solutions Limited is a private company limited by shares incorporated in England and Wales. The registered office is 9 Miller Court, Severn Drive, Tewkesbury Business Park, Tewkesbury, Gloucestershire, GL20 8DN.

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 amounts 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. The company has therefore taken advantage of exemptions from the following disclosure requirements:

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

• Section 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

At the time of approving the financial statements, group support has been committed to ensure that the company is able to meet its obligations as they fall due for at least 12 months following the date of approval.true

The Directors have considered a period of 12 months from the date of signing these financial statements and concluded that the business should continue to adopt the going concern basis of preparation.

Brokerage commission income

Turnover represents brokerage commission and fees. These and are accounted for once the contractual right to the income is confirmed.

The commission is recognised at the business written date of the policy, therefore recognised at a point in time. Turnover is adjusted for cancellations and mid-term adjustments where material. The Company has no post-placement obligations in relation to recognising brokerage commission at business written date.

Contingent income

Contingent income refers to profit commission income arising from favourable binder performance, assessed based on management’s judgement and historical experience rather than fixed contractual thresholds. Profit commissions are recognised on a periodic basis before consideration due is confirmed by third parties. The recognised amount reflects management’s best estimate at the reporting date.

Management fees receivable consists of group recharges which are credited to other income when they become receivable on a monthly

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Software development will be amortised evenly over its estimated useful life of three years once the development has been completed.

Amortisation 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:

The amortisation rates chosen represent the directors' best estimate as to the useful economic lives of the

underlying assets.

Amortisation is included within administrative expenses on the income statement.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, 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:

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.

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.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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.

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.

Cash for settlement of insurance transactions is held in Non Statutory Trust accounts, operated in accordance with FCA regulations. The cash balances are recognised as assets of the company with the corresponding insurance liabilities recognised in creditors.

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, 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.

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.

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.

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, 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 payments 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. Amounts 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.

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

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.

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

The costs of short-term employee benefits are recognised as a liability and an expense.

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

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

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.

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 leases asset are consumed.

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.

Insurance intermediary debtors and creditors

The company acts as an agent in brokering insurance policies for its clients and generally is not liable as a principal for premiums due to insurers or for claims payable to clients. Premium debts are not recognised in relation to the insurance business where both the premiums due to and due from the entity are outstanding.

Trade debtors represent brokerage commission and fees due to the company, but not premium. Trade creditors and amounts owed to group undertakings include premium to the extent that the related debtor position has been settled prior to the reporting date.

Client monies

Fiduciary cash for settlement of insurance transactions is held in non-statutory trust accounts operated in accordance with FCA regulations. The cash balances are recognised as assets of the company with the corresponding liabilities recognised within creditors.

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 key judgements and sources of estimation uncertainty that have significant effect on the amounts recognised in the financial statements are described below:

Impairment of intangible assets

The company tests annually whether intangible assets have suffered any impairment in accordance with the accounting policy stated. The recoverable amounts have been determined based on value in use calculations.

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.

Internally generated software

The company has assessed the ability to re-use previously incurred and capitalised intangible expenditure, and assessed the treatment inline with the accounting policy stated.

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.

The exceptional item recognised in the prior period related to a write off of intercompany balances due.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023: 2).

The number of directors who are entitled to receive shares under long term incentive schemes during year was 2 (2023 - 2).

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.

Adjustments in respect of prior periods relates to anti-hybrid charges and over provisions in the corporation tax, which have been settled post year end as referred to in note 25.

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

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

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

The impairment losses in respect of financial assets are recognised in other gains and losses in the income statement.

The impairment relates to software no longer in use.

On 31 December 2024, the company transferred both investments to another group entity.

Cash for settlement of insurance transactions is held in Non Statutory Trust accounts, operated in accordance with FCA regulations. The cash balances are recognised as assets of the company with the corresponding insurance liabilities recognised in creditors.

The amounts recognised in cash at bank in respect of the non statutory trust accounts total £1,484,043 (2023: £3,096,560).

Other debtors include £nil (2023: £1,585,548) relating to contingent profit commission receivable.

The company has fixed, floating and negative pledge charges secured over the company assets in favour of JPMorgan Chase Bank, N.A. dated 31 October 2023.

Trade creditors and amounts owed to group undertakings include £1,484,043 in respect to amounts recognised for non-statutory trust accounts.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The deferred tax liability set out above is expected to reverse in line with the depreciation policies of the underlying assets and relates to capital allowances that are expected to mature within the same period.

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.

The liability at the year end in respect of contributions due to the defined contribution scheme was £35,463 (2023: £32,900).

During the year, the company recognised total share-based payment expenses of £84,416 (2023 - £89,222) which related to equity settled share based payment transactions. These expenses have been recognised within administrative expenses on the statement of profit or loss.

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.

Both share classes have full rights in relation to dividends and voting.

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.

Hybrid Legislation

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, Kingsbridge Risk Solutions Limited are waiting for final confirmation and closure of the process.

Intragroup charges

The UK entity has received intragroup charges from its U.S. parent company in respect of services and transfer pricing adjustments intended to reflect arm’s length pricing under OECD guidelines and applicable U.S. and UK tax regulations. These charges were initially recognised as management expenses, with the related intercompany liability subsequently settled by way of a capital contribution from the parent company.

There is uncertainty under UK VAT legislation (VAT Act 1994) regarding the treatment of such charges, particularly where they do not clearly relate to a supply of goods or services for consideration. HM Revenue & Customs (HMRC) has not issued any assessment as at the reporting date but may challenge the VAT position and assert that VAT is due on the original recharge. This could result in additional VAT, interest, and penalties.

The Group continues to monitor developments and is seeking advice from external advisors. Based on current legal interpretation and advice received, management considers the likelihood of a material outflow of economic benefits to be possible but not probable.l

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:

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.

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.