James Hallam Limited - Limited company accounts 25.1

REGISTERED NUMBER: 01632840 (England and Wales)

Strategic Report,

Report of the Directors and

Audited Financial Statements

for the Year Ended 31 December 2024

for

James Hallam Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

P A Turner B.A Hons

P A Anscombe F.C.I.I

D G Allori

D Noble

H Fryer ACII

A R Tailor ACA

R Standish

O V Thorne

REGISTERED OFFICE:

Old Printers Yard

156 South Street

Dorking

Surrey

RH4 2HF

BUSINESS ADDRESS:

10th Floor

2 Minster Court

London

EC3R 7BB

REGISTERED NUMBER:

01632840 (England and Wales)

AUDITORS:

Bullimores LLP

Statutory Auditor & Chartered Accountants

Old Printers Yard

156 South Street

Dorking

Surrey

RH4 2HF

The directors present their strategic report for the year ended 31 December 2024.

Background

Founded in 1982 Seventeen Group has developed into a multi-disciplined insurance distribution business. From our origins as an entrepreneurial broking and Underwriting agency, the Company has been an active investor in the UK insurance market since 2001, with over 30 fully integrated acquisitions.

We remain as one of the largest independent insurance distribution groups in the country with a culture focussed on providing an outstanding quality of service and evolving to adapt to our clients' needs through hiring and retaining high quality staff with deep sectorial expertise.

Our long-term ambition remains unchanged as we continue to develop our multi-disciplined teams to enhance in both depth and breadth to deliver outstanding opportunities to clients, staff, insurers and shareholders.

James Hallam provides broking advisory services to a variety of clients ranging from large international organisations to SME's. We additionally handle the personal insurances of private individuals who require professional advice. Our business contains over 20 leading specialisms from Corporate to Hospitality and Travel.

REVIEW OF BUSINESS

We operate in the dynamic UK market, which experienced a change in insurance capacity in 2024. Early in the year, rising claims inflation and subdued customer confidence impacted by elevated energy and capital costs continued to influence pricing strategies. However, as the year progressed, competitive pressures and improving economic indicators led to a softening of the rating environment across many classes of business. This was particularly evident in the corporate lines space, where initial rate hardening gave way to reductions in pricing as capacity returned and insurers market sentiment improved. Corporate rates were also impacted by downward pressure from insurers competitive pricing tension.

Key Performance Indicators

2024

2023

Change

£

%

Total Income

44,802,562

37,670,005

7,132,557

18.9

PBT

1,157,785

1,882,497

(724,712)

(38.5)

The Company delivered a strong performance across many key sectors in a highly competitive market, achieving turnover growth of 18.9% (2023: 21%). This was driven by a balanced mix of organic expansion and strategic acquisitions. Divisional highlights included Corporate (£0.98m, +8%), Private Clients (£0.3m, +22%), Hospitality and travel (£0.26m, +8%), and Marine (£0.21m, +10%). Growth was underpinned by targeted investment in experienced broking teams, continued product innovation, and enhanced client coverage through professional advice.

The eleven acquisitions in 2024 added £2.8m to our revenue.

People

Thank you to our dedicated team without whom the success of the Group could not have been achieved. We are proud of the culture that has evolved from the origins of a family founded business. As the market continues to consolidate, we are happy that we offer an alternative environment in which to flourish.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors have considered the principal risks concerning the economy and the industry.

The main risks are those that affect the company's customers' demand and ability to pay for its services. The directors are aware of the potential impact that current inflationary pressures and world conflicts may have on the economy and the company's business and, meet regularly to monitor and review performance.

The directors are not aware of any significant circumstances that would lead them to believe that the company could not meet its obligations. Forecasts have been prepared for a period at least 12 months from the date of signature of the audit report and the directors remain of the belief that targets are realistic in light of all known circumstances.

FUTURE DEVELOPMENTS

On 13 May 2025, IK Partners, acquired a minority stake in Seventeen Group from the founding shareholders and management team. With IK's support, the Group aims to accelerate its growth, enhance innovation, and leverage technology to capitalise on attractive opportunities in both new and existing markets. As part of the transaction, the Group underwent a corporate restructuring in various stages throughout 2024 and 2025 whereby Roman New TopCo Ltd was established as the new ultimate holding company in 2025.

ON BEHALF OF THE BOARD:

P A Turner B.A Hons - Director

18 December 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a general insurance broker. The company is regulated by the Financial Conduct Authority.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

P A Turner B.A Hons

P A Anscombe F.C.I.I

D G Allori

D Noble

H Fryer ACII

A R Tailor ACA

Other changes in directors holding office are as follows:

R Standish - appointed 12 March 2024

O V Thorne was appointed as a director after 31 December 2024 but prior to the date of this report.

D M Bratt ceased to be a director after 31 December 2024 but prior to the date of this report.

FINANCIAL INSTRUMENTS

The principal financial instruments are cash and deposits held in client accounts. The company has trade debtor and creditor balances that arise directly from its operations as an insurance broker.

Liquidity risk is managed by maintaining a balance between continuity of funding and flexibility through the use of bank overdraft and other lending through the parent company Seventeen Group Limited.

Trade and other debtors are managed for credit and cashflow risk by policies that review the level of credit offered to customers and regular monitoring of the amounts outstanding.

The directors regularly review available funds to ensure that there are sufficient funds to meet trade and other creditors.

The FCA requires a minimum net asset position. This is closely monitored by the directors.

DIRECTORS AND OFFICERS INSURANCE

Insurance has been effected to indemnify any director or officer against liability incurred by him or her in relation to the company.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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), 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 and then apply them consistently;

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

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

A R Tailor ACA - Director

18 December 2025

Opinion

We have audited the financial statements of James Hallam Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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 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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 Report of the Directors.

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 Statement of Directors' Responsibilities set out on page five, 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 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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. Owing to the limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

-

We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined
that the most significant which are directly relevant to specific assertions in the financial statements are those related to the
reporting frameworks (FRS102, the Companies Act 2006 and the relevant tax compliance regulations in the UK)

-

We communicated relevant laws and regulations and potential fraud risks to all engagement team members and remained
alert to any indications of fraud or non-compliance with laws and regulations throughout the audit;

-

We understood how the Company is complying with those legal and regulatory frameworks by making inquiries of
management and those charged with governance;

-

These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or
error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting
from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from
error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further
removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the
less likely we would become aware of it;

-

We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might
occur, by making enquires of management, those charged with governance and legal advisers. We utilised internal and
external information to corroborate these enquiries and to perform a fraud risk assessment for the Company as a whole. We
considered the risk of fraud to be higher through the potential for management override of controls.

Audit procedures performed by the engagement team on the areas where fraud might occur included:

-

evaluation of management's internal processes designed to prevent and detect irregularities

-

journals entries testing, with a focus on manual entries and entries determined to be large or relating to unusual transactions

-

review of revenue data to detect unusual sales transactions

Assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's:

-

understanding of, and practical experience with audit engagements of a similar nature and complexity through the
appropriate training and participation

-

knowledge of the industry in which the company operates

-

understanding of the legal and regulatory requirements specific to the company

We did not identify any matters relating to non-compliance with laws and regulation or relating to fraud.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Nicholas Boot FCA (Senior Statutory Auditor)

for and on behalf of Bullimores LLP

Statutory Auditor & Chartered Accountants

Old Printers Yard

156 South Street

Dorking

Surrey

RH4 2HF

23 December 2025

TURNOVER

3

44,802,562

37,670,005

Administrative expenses

44,574,879

36,750,198

227,683

919,807

Other operating income

54,385

21,663

OPERATING PROFIT

282,068

941,470

Interest receivable and similar income

875,717

941,027

PROFIT BEFORE TAXATION

5

1,157,785

1,882,497

Tax on profit

6

293,880

446,720

PROFIT FOR THE FINANCIAL YEAR

863,905

1,435,777

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

863,905

1,435,777

FIXED ASSETS

Intangible assets

7

116,471

134,205

Investments

8

153,633

68,132

270,104

202,337

CURRENT ASSETS

Debtors

9

15,667,540

14,447,963

Cash at bank

305,492

226,126

15,973,032

14,674,089

CREDITORS

Amounts falling due within one year

10

1,151,383

648,578

NET CURRENT ASSETS

14,821,649

14,025,511

TOTAL ASSETS LESS CURRENT
LIABILITIES

15,091,753

14,227,848

CAPITAL AND RESERVES

Called up share capital

13

100,000

Retained earnings

14

14,991,753

14,127,848

SHAREHOLDERS' FUNDS

15,091,753

14,227,848

The financial statements were approved by the Board of Directors and authorised for issue on 18 December 2025 and were signed on its behalf by:

A R Tailor ACA - Director

P A Turner B.A Hons - Director

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1 January 2023

100,000

12,692,071

12,792,071

Changes in equity

Total comprehensive income

-

1,435,777

Balance at 31 December 2023

100,000

14,127,848

14,227,848

Changes in equity

Total comprehensive income

-

863,905

Balance at 31 December 2024

100,000

14,991,753

15,091,753

1.	STATUTORY INFORMATION

James Hallam Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going Concern

The financial statements have been prepared on the going concern basis, in accordance with the Companies Act 2006 and applicable accounting standards in the United Kingdom. In considering the going concern assumption, the directors have considered the cash flow requirements of the company and the group, of which it forms a part. The group has significant borrowing facilities available, which the directors have a reasonable expectation will continue to be available on a similar basis. The directors are confident that the group and the company have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the financial statements for the company.

Financial Reporting Standard 102 - reduced disclosure exemptions

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

•

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements

The financial statements contain information about James Hallam Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Seventeen Group Limited, .

Turnover

General brokerage and fees are taken as income to the profit and loss account to reflect the performance under contract of the services of the company regardless of the date of the debit note.

Financial services brokerage, fees and profit commissions are taken as income when entitled.

Goodwill

Goodwill is the amount paid in connection with the acquisition of clients from other insurance brokers. Under previous GAAP the directors considered that the nature of these investments is such that to amortise over 20 years was appropriate. The directors review goodwill for impairment and provide where necessary. The directors do not consider that restatement of the goodwill under FRS102 is appropriate.

The company has acquired goodwill in respect of nominated clients from another insurance broker during the period. The directors believe that it is appropriate to amortise the goodwill on the acquisition over 5 years.

Impairment to goodwill has been considered by the directors and provision made where required.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Recognition of debtors and creditors

Assets and liabilities directly arising from insurance broking transactions are netted off reflecting the legal substance of the transaction. No credit is extended to customers by advance payment of the premium to the insurance company and client money is held in a trust account.

Financial Instruments

Financial assets and financial liabilities are recognised on the company balance sheet when it becomes an obligated party to the contractual provisions of the instrument. Insurance debtors, creditors and cash balances have been included in the balance sheet.

The company's financial risk management objective is to identify and monitor those risks that have an adverse impact on the value of the financial assets and liabilities, reported profitability or cashflows.

The company has not entered into any derivative transactions. The company maintains bank accounts in foreign currencies to mitigate exchange rate risk.

The company's principal financial instruments comprise bank balances, trade and other creditors, trade and other debtors, and intercompany loans to the company. The purpose of these instruments is to finance the company's operations.

Cash and cash equivalents

Cash and cash equivalents are cash on hand and the current account and have an insignificant risk of change in value. The company maintains client accounts.

Trade and other debtors

Trade and other debtors are measured at transaction value less impairment. Appropriate allowances for estimated irrecoverable amounts are recognised in the profit and loss when there is objective evidence that the asset is impaired.

Investments

Investments include shares held in non group companies and have been valued at original cost as the directors do not believe there has been a material movement in the value.

Trade and other creditors

Trade and other creditors are measured at transaction value.

Equity Instruments

Equity instruments are the ordinary share capital of the company. This is recorded at the proceeds received net of direct issue costs.

Credit risk

The company's principal financial assets are cash and cash equivalents and trade and other debtors. The credit risk on cash and cash equivalents is limited since the principal amount is held in more than one bank with high credit ratings. Trade and other debtors are managed to mitigate credit and cash flow risk by internal policies to monitor the credit offered to customers and the regular review of amounts outstanding for both time and credit limits.

Liquidity risk

Liquidity risk is managed by maintaining a balance between continuity of funding and flexibility through the use of group funds.

Fair value

The carrying values of financial assets and liabilities are considered equal to fair value.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

31.12.24

31.12.23

£

General brokerage and fees

44,802,562

37,670,005

44,802,562

37,670,005

An analysis of turnover by geographical market is given below:

31.12.24

31.12.23

£

UK

44,082,701

36,982,977

Europe

525,835

478,888

US

143,233

150,605

Australia

50,793

57,535

44,802,562

37,670,005

4.	EMPLOYEES AND DIRECTORS

All staff costs are borne by the parent company, Seventeen Group Limited.and are reflected in the management charge made by it to the company included under Administrative expenses.

5.	PROFIT BEFORE TAXATION

Included in operating profit is a management charge from Seventeen Group Limited of £41,894,989 (2023 - £34,817,230).

6.

TAXATION

Analysis of the tax charge

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

31.12.24

31.12.23

£

Current tax:

UK corporation tax

293,880

446,750

Prior year adjustment

-

(30

)

Tax on profit

293,880

446,720

7.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 January 2024

and 31 December 2024

628,032

AMORTISATION

At 1 January 2024

493,827

Amortisation for year

17,734

At 31 December 2024

511,561

NET BOOK VALUE

At 31 December 2024

116,471

At 31 December 2023

134,205

8.	FIXED ASSET INVESTMENTS

Interest

in joint

Unlisted

venture

investments

Totals

£

COST

At 1 January 2024

68,052

7,082

75,134

Additions

-

85,501

At 31 December 2024

68,052

92,583

160,635

PROVISIONS

At 1 January 2024

and 31 December 2024

-

7,002

NET BOOK VALUE

At 31 December 2024

68,052

85,581

153,633

At 31 December 2023

68,052

80

68,132

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Joint venture

London re GmBH

Registered office: Kennedydamm 24, 40476 Dusseldorf, Germany

Nature of business: Insurance Broking

%

Class of shares:

holding

Ordinary

50.00

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

Trade debtors

6,466,021

5,619,750

Amounts owed by group undertakings

9,009,502

8,629,614

Other debtors

163,667

198,599

Tax

10,869

-

Prepayments & accrued income

17,481

-

15,667,540

14,447,963

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

Amounts owed to group undertakings

105,753

213,719

Amounts owed to joint ventures

854,842

-

Tax

-

183,534

VAT

114,859

75,126

Other creditors

8,782

176,199

Accruals and deferred income

67,147

-

1,151,383

648,578

11.	SECURED DEBTS

The company is a party to cross company guarantees in favour of banks and loan creditors to secure the liabilities of the Group headed by its parent company. Debentures were registered at Companies House on 27 July 2022 and replaced on 19 September 2025.

12.	FINANCIAL INSTRUMENTS

31.12.24

31.12.23

£

Financial Assets

Cash and cash equivalents

305,492

226,126

Trade and other receivables

15,656,671

14,447,963

Financial Liabilities

Trade and other payables

1,036,524

389,918

Financial assets measured at amortised cost comprise trade debtors, amounts owed by group, other debtors and cash.

Financial liabilities measured at amortised cost comprise trade creditors, other creditors and amounts owed to group.

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

100,000

Ordinary

£1

100,000

14.

RESERVES

Retained

earnings

£

At 1 January 2024

14,127,848

Profit for the year

863,905

At 31 December 2024

14,991,753

15.	ULTIMATE PARENT COMPANY

The immediate parent company is Seventeen Group Limited, registered in the UK company number 01593917. Copies of consolidated financial statements can be obtained from the registered office;

Old Printers Yard, 156 South Street

Dorking

Surrey

RH4 2HF

At 31 December 2024 the ultimate parent undertaking was Seventeen Holdings Ltd, a company registered in the UK with the company number 12261344.

Subsequent to the year end the ultimate parent company is Roman New Topco Limited, registered in the UK company number 16286617. No financial statements are yet due for this company.

16.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Included in creditors is an amount of £854,852 owed to London re GmbH, a joint venture company based in Germany, in which James Hallam Limited has a 50 percent interest.

17.	POST BALANCE SHEET EVENTS

Since the year end the group has acquired the businesses of Trelawney Insurance Solutions Limited, B Sure Brokers Limited, Curzon Hall Limited, MK1 Limited and Mark Hayman Insurance Services Limited and disposed on its interests in Digital Broker Limited and Blackford Group Limited.

On 13 May 2025, IK Partners, through its IK Partnership Fund III, acquired a minority stake in Seventeen Group from the founding shareholders and management team. With IK's support, the Group aims to accelerate its growth, enhance innovation, and leverage technology to capitalise on attractive opportunities in both new and existing markets. As part of the transaction, the Group underwent a corporate restructuring whereby Roman New TopCo Ltd was established as the new ultimate holding company. The Group structure now includes intermediate holding companies: Roman New BidCo Ltd, Seventeen Group Global Holdings Ltd, and Seventeen Group Global Ltd. On the same date, the Group refinanced its existing lending facility with Ares Management Ltd, repaying the total loan balance in full. A new financing facility was established at Roman New BidCo Ltd, secured by way of a debenture incorporating fixed and floating charges over all assets and undertakings of the Seventeen Group companies. This security arrangement is documented in the charge registered at Companies House over Seventeen Group Ltd on 23 September 2025.