REGISTERED NUMBER: 12539796 (England and Wales)

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 March 2025

for

UKGI Group Ltd

Page

Company Information

1

Strategic Report

2

Report of the Directors

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

A D Alway

REGISTERED OFFICE:

Number 22 Mount Ephraim

Tunbridge Wells

Kent

TN4 8AS

REGISTERED NUMBER:

12539796 (England and Wales)

AUDITORS:

PKF Littlejohn LLP

Statutory Auditor

15 Westferry Circus

Canary Wharf

London

E14 4HD

The directors present their Strategic Report for UKGI Group Limited (the "Company") for the year ended 31 March 2025.

BUSINESS REVIEW

UKGI Group Limited (the "Company") is the holding company for a number of insurance broking businesses and providers of regulatory support to insurance brokers and intermediaries.

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

PERFORMANCE REVIEW AND KEY PERFORMANCE INDICATORS

The Company's position is not required to be reported on a consolidated basis and its subsidiaries performance are measured based on their individual performance.

OUR BUSINESS STRATEGY

We believe that successfully applied client engagement is a real differentiator for an advice led business such as the Company and its subsidiaries 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 sectors of general insurance broking and compliance consultancy.

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:

Clients: Listening to our clients, identifying their requirements and working with them to help them develop.

Colleagues: Our colleagues are our best asset and we are keen to promote their skills and experience. We are very supportive of the drive to increase professionalism across the industry.

Business partners: Our relationships with our strategic partners, who include insurers as well as regulators will always remain key to our success.

PRINCIPLE RISKS AND UNCERTAINTIES

Competitive Risk

The group of companies, which the Company is a part of (henceforth "Group") 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 Group looks to differentiate itself from the crowd through the application of our principles and vision.

Credit Risk

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

Liquidity/Cashflow Risk

The Group reviews it's cashflows monthly and forecasts future activity to ensure it remains well placed to both, meet it's financial obligations as they fall due, and remain cash generative at an operational level.

The Group has gained support from a bank for its acquisition activity, the funding carries a variable interest rate and associated covenants around key performance indicators. The Group manages any inherent risk associated with these factors through extensive forecasting and sensitivity analysis. There is no exposure to foreign exchange rate risk.

Operational Risk

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

APPROVED BY THE BOARD AND SIGNED ON ITS BEHALF:

A J Adler - Director

24 September 2025

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

PRINCIPAL ACTIVITY

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

DIVIDENDS

The profit for the year, after taxation, amounted to £2,054,875 (2024: £624,009)

Dividends paid during the year amounts to £2,000,000 (2024: £-)

DIRECTORS

The directors shown below have held office during the period from 1 April 2024 to the date of this report, unless otherwise indicated:

A J Adler

A D Alway (Resigned 30 May 2025)

A G Scott (Appointed 1 April 2025)

POLITICAL DONATIONS AND EXPENDITURE

QUALIFYING THIRD PARTY INTERMEDIARY PROVISION

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 director at the time when this Directors' Report is approved has confirmed that:

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

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

AUDITORS

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

APPROVED BY THE BOARD AND SIGNED ON ITS BEHALF:

A J Adler - Director

24 September 2025

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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;

-	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.

Opinion

We have audited the financial statements of UKGI Group Ltd (the 'Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, which comprise the Statement of Comprehensive Income, the Balance Sheets, the Statement of Changes in Equity, the Statement of Cash Flows 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 the Company's 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 directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's Report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 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 by the Company, or returns adequate for our audit have not been received from branches not visited by us; or

- the Company 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 4, 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 and UK Tax regulations.

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

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

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. 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/auditors responsibilities. This description forms part of our Auditor's Report.

Use of our report

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

John Needham (Senior Statutory Auditor)

for and on behalf of PKF Littlejohn LLP

Statutory Auditor

15 Westferry Circus

Canary Wharf

London

E14 4HD

24 September 2025

TURNOVER

-

18,516

Administrative expenses

(2,305,324

)

(1,009,000

)

OPERATING LOSS

6

(2,305,324

)

(990,484

)

Income from shares in group undertakings

4,750,000

1,900,000

Interest receivable and similar income

2,547

1,135

2,447,223

910,651

Interest payable and similar expenses

7

(400,182

)

(264,859

)

PROFIT BEFORE TAXATION

2,047,041

645,792

Tax on profit

8

7,834

(21,783

)

PROFIT FOR THE FINANCIAL YEAR

2,054,875

624,009

Other comprehensive income

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,054,875

624,009

FIXED ASSETS

Intangible assets

10

328,762

92,650

Tangible assets

11

52,500

67,360

Investments

12

12,059,122

12,059,122

12,440,384

12,219,132

CURRENT ASSETS

Debtors: amounts falling due within one year

13

12,583,749

9,478,692

Cash at bank

35,733

86,812

12,619,482

9,565,504

CREDITORS

Amounts falling due within one year

14

(10,286,396

)

(2,062,889

)

NET CURRENT ASSETS

2,333,086

7,502,615

TOTAL ASSETS LESS CURRENT LIABILITIES

14,773,470

19,721,747

CREDITORS

Amounts falling due after more than one year

15

-

(5,435,758

)

PROVISIONS FOR LIABILITIES

17

(31,797

)

(39,631

)

NET ASSETS

14,741,673

14,246,358

CAPITAL AND RESERVES

Called up share capital

18

11,351,888

11,109,888

Share premium

19

2,061,080

1,862,640

Capital redemption reserve

19

27,472

27,472

Other reserves

19

-

176,080

Retained earnings

19

1,301,233

1,070,278

SHAREHOLDERS' FUNDS

14,741,673

14,246,358

The financial statements were approved by the Board of Directors and authorised for issue on 24 September 2025 and were signed on its behalf by:

A J Adler - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 April 2023

11,109,888

446,269

1,862,640

Changes in equity

Total comprehensive income

-

624,009

-

Balance at 31 March 2024

11,109,888

1,070,278

1,862,640

Changes in equity

Increase in share capital

242,000

-

198,440

Share based payments

-

176,080

-

Dividends

-

(2,000,000

)

-

Total comprehensive income

-

2,054,875

-

Balance at 31 March 2025

11,351,888

1,301,233

2,061,080

Capital

redemption

Other

Total

reserve

reserves

equity

£

£

£

Balance at 1 April 2023

27,472

65,192

13,511,461

Changes in equity

Share based payments

-

110,888

110,888

Total comprehensive income

-

-

624,009

Balance at 31 March 2024

27,472

176,080

14,246,358

Changes in equity

Increase in share capital

-

-

440,440

Share based payments

-

(176,080

)

-

Dividends

-

-

(2,000,000

)

Total comprehensive income

-

-

2,054,875

Balance at 31 March 2025

27,472

-

14,741,673

1.	GENERAL INFORMATION

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

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

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The following principal accounting policies have been applied:

Financial Reporting Standard 102 - reduced disclosure exemptions

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

- the requirements of Section 7 Statement of Cash Flows;

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

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

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

- the requirements of paragraph 33.7.

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

Going concern

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

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Intangible assets

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

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

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

The estimated useful lives range as follows:

- Computer Software - 20% straight line

- Other Intangibles - 10% to 33% straight line

Other intangible assets include purchased books of business.

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

- Long-term leasehold property - 15 years straight line

- Fixtures and Fittings - 4 to 10 years straight line

- Computer equipment - 3 to 4 years straight line

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.

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

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 profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

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

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

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

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

Pensions

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.

Dividends

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

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss 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 Group 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 profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss 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.

Related party transactions

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

Finance costs

Finance costs are charged to the statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

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

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

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

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

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

(b) Critical accounting estimates and assumptions

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

Contingent consideration

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

Estimated useful life of intangible assets

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

Assessing indicators of impairment

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

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.

EMPLOYEES

2025

2024

£

£

Wages and salaries

1,609,888

1,045,319

Social security costs

188,236

119,254

Other pension costs

69,912

47,401

1,868,036

1,211,974

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

2025

2024

Administrators

24

18

5.	DIRECTORS' EMOLUMENTS

2025

2024

£

£

Director remuneration

260,805

107,000

Pension

12,000

4,560

Total remuneration

272,805

111,560

During the period 2 directors (2024: 2 directors) accrued benefits under money purchase schemes and one director (2024: no directors) exercised share options during the year

The highest paid director was remunerated as follows:

2025

2024

£

£

Director remuneration

142,114

94,996

Pension

6,000

4,560

Total remuneration

148,114

99,556

No share options were received or receivable by the highest paid director in respect of qualifying services during the year under review.

6.	OPERATING LOSS

The operating loss is stated after charging:

2025

2024

£

£

Depreciation - owned assets

26,282

25,241

Other Intangibles amortisation

48,245

20,068

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank interest

-

264,859

Interest payable

400,182

-

400,182

264,859

8.

TAXATION

Analysis of the tax (credit)/charge

The tax (credit)/charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

-

21,783

Deferred tax

(7,834

)

-

Tax on profit

(7,834

)

21,783

UK corporation tax has been charged at 25% .

Reconciliation of total tax (credit)/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

2,047,041

645,792

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

511,760

161,448

Effects of:

Expenses not deductible for tax purposes

276,118

20,214

Income not taxable for tax purposes

(1,187,500

)

(475,000

)

Depreciation in excess of capital allowances

576

1,037

Adjustments to tax charge in respect of previous periods

-

18,987

Group relief

645,886

295,097

Share based payments

(246,840

)

-

Movement in temporary differences

(7,834

)

-

Total tax (credit)/charge

(7,834

)

21,783

9.

DIVIDENDS

2025

2024

£

£

Ordinary shares shares of 1 each

Interim

2,000,000

-

10.	INTANGIBLE FIXED ASSETS

Other

Intangibles

£

COST

At 1 April 2024

118,621

Additions

284,357

At 31 March 2025

402,978

AMORTISATION

At 1 April 2024

25,971

Amortisation for year

48,245

At 31 March 2025

74,216

NET BOOK VALUE

At 31 March 2025

328,762

At 31 March 2024

92,650

11.	TANGIBLE FIXED ASSETS

Fixtures

Long

and

Computer

leasehold

fittings

equipment

Totals

£

£

£

£

COST

At 1 April 2024

70,929

17,537

28,068

116,534

Additions

-

957

10,465

11,422

At 31 March 2025

70,929

18,494

38,533

127,956

DEPRECIATION

At 1 April 2024

27,179

6,646

15,349

49,174

Charge for year

14,186

3,667

8,429

26,282

At 31 March 2025

41,365

10,313

23,778

75,456

NET BOOK VALUE

At 31 March 2025

29,564

8,181

14,755

52,500

At 31 March 2024

43,750

10,891

12,719

67,360