REGISTERED NUMBER: 04525948

Strategic Report, Directors' Report and

Audited Financial Statements for the Year Ended 31 March 2025

for

Adler Fairways Insurance Brokers Limited

Page

Company Information

1

Strategic Report

2

Directors' Report

4

Directors' Responsibilities Statement

5

Independent Auditors' Report

6

Statement of Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

A J Adler

J N Davey

P J Goodman

REGISTERED OFFICE:

Number 22 Mount Ephraim

Tunbridge Wells

Kent

TN4 8AS

REGISTERED NUMBER:

04525948

AUDITORS:

PKF Littlejohn LLP

Statutory Auditor

15 Westferry Circus

Canary Wharf

London

E14 4HD

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

OUR VISION STATEMENT

To become the insurance broker of choice for clients, leading by example and maintaining the professional standards befitting of a Chartered Insurance Broker, while remaining at the cutting-edge of modern industry to inspire the next generation of insurance professionals.

BUSINESS REVIEW

Adler Fairways Insurance Brokers Limited, henceforth "the Company" has had a strong year and has continued to invest in recruiting quality brokers and insurance professionals to support its growth and ambitions. The branch network has grown, with the continued expansion of Newbury and the senior leadership team, which further strengthens our community focused approach to broking.

PRINCIPAL RISKS AND UNCERTAINTIES

Competitive Risk

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

Credit Risk

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

Liquidity/Cashflow Risk

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

Operational Risk

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

PERFORMANCE REVIEW AND KEY PERFORMANCE INDICATORS

The Group’s key performance indicators (KPI’s) are total revenue and operating profit.

During the year the Company generated net revenues of £10,555,798 (2024: £7,245,162) a 46% increase which was driven by good retention of the existing book coupled with a strong new business performance from the branch network. Operating profit was £732,046 (2024: 332,964) a 123% increase.

OUR BUSINESS STRATEGY

We believe that successfully applied client engagement is a real differentiator for an advice led business such as the Company and that strategy will enable us to stand out from the competition in a way that is hard to replicate, especially in the mature and highly competitive general insurance broking sector.

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

PRINCIPLES

The underlying principles that drive our strategy continue to be:-

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

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

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

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

APPROVED BY THE BOARD AND SIGNED ON ITS BEHALF:

J N Davey - Director

23 September 2025

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

PRINCIPAL ACTIVITY

The principal activity of the Company in the year under review was that of an insurance intermediary. The Company is regulated by the Financial Conduct Authority.

DIVIDENDS

The profit for the year, after taxation, amounted to £818,019 (2024 - £295,747).

The total distribution of dividends for the financial year ending 31 March 2025 was £1,000,000 (2024 - £500,000).

DIRECTORS

The directors who served during the year were:

A J Adler

A D Alway (Resigned 1 April 2025)

J N Davey

P J Goodman (Appointed 11 December 2024)

N A Thomsett (Resigned 15 August 2025)

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

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

POST BALANCE SHEET EVENTS

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

DISCLOSURE OF INFORMATION TO AUDITOR

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

- so far as the directors are aware, there is no relevant audit information of which the Company's auditor is unaware, and

- the directors have taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

AUDITORS

The auditors, PKF Littlejohn LLP, have indicated their willingness to continue in office and will be proposed for re-appointment in accordance with section 487(2) of the Companies Act 2006.

APPROVED BY THE BOARD AND SIGNED ON ITS BEHALF:

J N Davey - Director

23 September 2025

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies for the Company's financial statements and then apply them consistently;

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

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

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

Opinion

We have audited the financial statements of Adler Fairways Insurance Brokers Limited (the 'Company') for the year ended 31 March 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the Company's affairs as at 31 March 2025 and of its profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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:

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

- We determined the principal laws and regulations relevant to the Company in this regard to be those arising from Companies Act 2006, Financial Conduct Authority (FCA) regulations and UK Taxation regulations. The Company is authorised and regulated by the FCA and we considered the extent to which non-compliance with the FCA rules might have a material effect on the Company's financial statements.

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

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

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

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

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.

John Needham (Senior Statutory Auditor)

for and on behalf of PKF Littlejohn LLP

Statutory Auditor

15 Westferry Circus

Canary Wharf

London

E14 4HD

23 September 2025

TURNOVER

4

10,555,798

7,245,162

Administrative expenses

(9,855,252

)

(6,954,023

)

700,546

291,139

Other operating income

5

31,500

41,825

OPERATING PROFIT

732,046

332,964

Interest receivable and similar income

8

146,312

48,534

PROFIT BEFORE TAXATION

9

878,358

381,498

Tax on profit

10

(60,339

)

(85,751

)

PROFIT FOR THE FINANCIAL YEAR

818,019

295,747

Other comprehensive income

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

818,019

295,747

FIXED ASSETS

Tangible assets

12

464,952

399,103

CURRENT ASSETS

Debtors: amounts falling due within one year

13

4,613,736

3,524,990

Cash at bank

14

128,889

1,042,223

4,742,625

4,567,213

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

15

(1,001,570

)

(586,663

)

NET CURRENT ASSETS

3,741,055

3,980,550

TOTAL ASSETS LESS CURRENT LIABILITIES

4,206,007

4,379,653

PROVISIONS FOR LIABILITIES

17

(98,204

)

(89,869

)

NET ASSETS

4,107,803

4,289,784

CAPITAL AND RESERVES

Called up share capital

18

410

410

Capital redemption reserve

19

290

290

Other reserves

19

-

70,322

Profit and loss account

19

4,107,103

4,218,762

SHAREHOLDERS' FUNDS

4,107,803

4,289,784

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

J N Davey - Director

Called up

Profit

Capital

share

and loss

redemption

Other

Total

capital

account

reserve

reserves

equity

£

£

£

£

£

Balance at 1 April 2023

410

4,423,015

290

24,959

4,448,674

Share based payments

-

-

-

45,363

45,363

Dividends

-

(500,000

)

-

-

(500,000

)

Total comprehensive income

-

295,747

-

-

295,747

Balance at 31 March 2024

410

4,218,762

290

70,322

4,289,784

Share based payments

-

70,322

-

(70,322

)

-

Dividends

-

(1,000,000

)

-

-

(1,000,000

)

Total comprehensive income

-

818,019

-

-

818,019

Balance at 31 March 2025

410

4,107,103

290

-

4,107,803

1.	GENERAL INFORMATION

Adler Fairways Insurance Brokers Limited (the "Company") is a private company, limited by shares, registered in England and Wales. The Company's registered address is Number 22 Mount Ephraim, Tunbridge Wells, Kent, England, TN4 8AS.

The principal activity of the Company is that of an insurance intermediary

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

2.	ACCOUNTING POLICIES

Basis of preparing of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

- the requirements of Section 7 Statement of Cash Flows;

- the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

- the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

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

- the requirements of paragraph 33.7.

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

Related party transactions

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

Going concern

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

Turnover

Turnover represents brokerage commission and fees net of any commission payable to third parties, and performance related commission over-riders.

Brokerage is recognised when the Company's contractual right to such income is established and to the extent that the Company's relevant obligations under the contracts concerned have been performed. For most of the Company's broking activities, this means that brokerage is recognised at the inception of the underlying contract of insurance concerned. An appropriate portion of turnover is deferred for post placement obligations to be rendered in respect of business placed by the period end date. The amount deferred is recognised as income over the servicing period on a consistent basis reflecting the pattern of servicing activities.

Post placement services are assessed at each reporting period and turnover is deferred based upon a reasonable expectation of the cost of servicing the long tail of claims in the event of the Company no longer being able to service its obligations. This value is included as deferred income in the balance sheet.

Performance related over-rider commission is recognised as income when the amount earned has been confirmed.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, as follows:

Depreciation is provided on the following basis:

- Long-term leasehold property - 15 years straight line

- Motor vehicles - 5 years straight line

- Fixtures and fittings - 15% reducing balance

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Financial instruments

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

Financial instruments are recognised in the Company's balance sheet when the Company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

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

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Current and deferred taxation

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

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

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

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

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

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

Dividends

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

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

Insurance broking assets and liabilities

The Company acts as an agent in broking the insurable risks of clients and, generally speaking, is not liable as a principal for premiums due to underwriters or for return premiums and claims payable to clients. In recognition of this relationship, the insurance debtors, creditors and cash balances ("fiduciary asset") relating to insurance business are not included as assets and liabilities of the Company itself.

In the ordinary course of insurance broking business, settlement is required to be made with certain

market settlement bureau, insurance intermediaries or insurance companies on the basis of the net

balance due to or from them rather than the amount due to or from the individual third party which it

represents. Net fiduciary assets representing brokerage earned by the Company and not taken to its

own funds is recognised in the balance sheet debtors as an amount falling due within one year.

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the statement of comprehensive income over the remaining vesting period.

Where equity instruments are granted to persons other than employees, the statement of comprehensive income is charged with fair value of goods and services received.

Called-up share capital

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

Operating leases: the Company as a lessee

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

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

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

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

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

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

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

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

(b) Critical accounting estimates and assumptions

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

Deferred income for post placement obligations

An amount of revenue is deferred for post placement obligations to be rendered in respect of business placed by the period end date, this estimate is based on the duration of policies and the costs of claims handling.

Share based payments

The valuation of share options and employee share purchase plans involves making a number of critical estimates relating to price volatility, future dividend yields, expected life of options and forfeiture rates. These have been calculated using the Black Scholes model.

4.

TURNOVER

All turnover £10,555,798 (2024: £7,245,162) is generated in the United Kingdom and is comprised entirely of commissions.

5.	OTHER OPERATING INCOME

During the year the Company received other operating income of £31,500 (2024: £41,825)

6.

EMPLOYEES

2025

2024

£

£

Wages and salaries

6,085,072

4,330,801

Social security costs

663,313

468,762

Other pension costs

186,263

115,382

6,934,648

4,914,945

The average number of employees during the year was as follows:

2025

2024

Brokers

132

105

Administrators

14

16

146

121

7.	DIRECTORS' EMOLUMENTS

2025

2024

£

£

Directors' remuneration

45,594

83,500

Directors' pension contributions to money purchase schemes

369

1,321

8.

INTEREST RECEIVABLE AND SIMILAR INCOME

2025

2024

£

£

Deposit account interest

146,312

48,534

9.	PROFIT BEFORE TAXATION

The profit is stated after charging:

2025

2024

£

£

Depreciation - owned assets

86,963

45,559

10.

TAXATION

Analysis of the tax charge

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

2025

2024

£

£

Current tax:

UK corporation tax

52,004

31,250

Prior period adjustments

-

13,328

Total current tax

52,004

44,578

Deferred tax

8,335

41,173

Tax on profit

60,339

85,751

UK corporation tax has been charged at 25% .

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before tax

878,358

381,498

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

219,590

95,375

Effects of:

Expenses not deductible for tax purposes

11,645

9,839

Capital allowances in excess of depreciation

(2,920

)

-

Depreciation in excess of capital allowances

-

729

Adjustments to tax charge in respect of previous periods

-

13,328

Group relief

(176,311

)

(33,520

)

Movement in deferred tax recognised

8,335

-

Total tax charge

60,339

85,751

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

11.

DIVIDENDS

2025

2024

£

£

Ordinary Shares shares of 1 each

Interim

1,000,000

500,000

12.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

to

and

Motor

leaseholds

fittings

vehicles

Totals

£

£

£

£

COST

At 1 April 2024

43,733

548,980

4,500

597,213

Additions

-

127,812

25,000

152,812

Disposals

-

(94,950

)

-

(94,950

)

At 31 March 2025

43,733

581,842

29,500

655,075

DEPRECIATION

At 1 April 2024

23,324

170,286

4,500

198,110

Charge for year

2,916

79,880

4,167

86,963

Eliminated on disposal

-

(94,950

)

-

(94,950

)

At 31 March 2025

26,240

155,216

8,667

190,123

NET BOOK VALUE

At 31 March 2025

17,493

426,626

20,833

464,952

At 31 March 2024

20,409

378,694

-

399,103

13.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

2,104,294

638,258

Amounts owed by group undertakings

1,949,170

2,558,559

Other debtors

85,427

105,761

Tax recoverable

-

105,380

Prepayments and accrued income

474,845

117,032

4,613,736

3,524,990

Details of the restatement are provided in note 22.

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

14.	CASH AT BANK

2025

2024

£

£

Cash at bank

128,889

1,042,223

Details of the restatement are provided in note 22.