REGISTERED NUMBER: 02264985 (England and Wales)

Strategic Report,

Report of the Directors and

Audited Financial Statements

for the Year Ended 31 December 2024

for

Touchstone Underwriting 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

M J Patston

A R Tailor ACA

G T Gibbons

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:

02264985 (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.

As the Group MGA (Managing General Agent) Touchstone is a separately regulated underwriting business that specialises in property & commercial, liability & construction, hospitality & leisure and travel & tour. The business underwrites on behalf of A rated carriers and has dedicated underwriters across the UK to ensure that brokers are supported locally.

REVIEW OF BUSINESS

As a UK-based Managing General Agent, Touchstone continues to operate under the regulatory framework of the Financial Conduct Authority (FCA) and in accordance with all applicable compliance requirements. Our focus remains on delivering underwriting expertise, maintaining strong relationships with both our capacity providers and broker partners across the UK, and ensuring robust governance across all delegated authority arrangements. During the year, we have upheld our commitment to prudent risk management, operational resilience, and transparency in reporting. This enables us to maintain profitable results for our capacity providers, who have all supported Touchstone for a significant period of time.

Looking ahead, we will continue to adapt to market conditions and regulatory developments, ensuring sustainable growth and value for all stakeholders.

Key Performance Indicators

2024

2023

Change

Change

£

£

£

%

Total Income

6,260,360

7,117,984

(857,624)

(12.0)

PBT

171,606

367,398

(195,792)

(53.3)

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.

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 an underwriting agency.

DIVIDENDS

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

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

M J Patston

A R Tailor ACA

Other changes in directors holding office are as follows:

G T Gibbons - appointed 1 January 2024

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

A M Roe A.C.I.I , S J Burt and D M Bratt ceased to be directors after 31 December 2024 but prior to the date of this report.

FINANCIAL INSTRUMENTS

The principal financial instruments are cash and deposits held in insurer trust accounts. The company has trade debtor and creditor balances that arise directly from its operations.

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 undertaking, 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 available 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/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 Touchstone Underwriting 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

6,260,360

7,117,984

Administrative expenses

6,209,628

6,795,106

OPERATING PROFIT

50,732

322,878

Interest receivable and similar income

120,874

44,921

171,606

367,799

Interest payable and similar expenses

5

-

401

PROFIT BEFORE TAXATION

6

171,606

367,398

Tax on profit

7

31,201

86,414

PROFIT FOR THE FINANCIAL YEAR

140,405

280,984

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

140,405

280,984

CURRENT ASSETS

Debtors

8

3,518,665

3,378,260

TOTAL ASSETS LESS CURRENT LIABILITIES

3,518,665

3,378,260

CAPITAL AND RESERVES

Called up share capital

10

10,527

10,527

Share premium

11

61,578

61,578

Other reserves

11

76,284

76,284

Retained earnings

11

3,370,276

3,229,871

SHAREHOLDERS' FUNDS

3,518,665

3,378,260

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:

P A Turner B.A Hons - Director

A R Tailor ACA - Director

Called up

share

Retained

Share

Other

Total

capital

earnings

premium

reserves

equity

£

£

£

£

£

Balance at 1 January 2023

10,527

2,948,887

61,578

76,284

3,097,276

Changes in equity

Total comprehensive income

-

280,984

-

-

280,984

Balance at 31 December 2023

10,527

3,229,871

61,578

76,284

3,378,260

Changes in equity

Total comprehensive income

-

140,405

-

-

140,405

Balance at 31 December 2024

10,527

3,370,276

61,578

76,284

3,518,665

1.	STATUTORY INFORMATION

Touchstone Underwriting 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.

Turnover

Turnover represents commissions received net of commission paid to the sub-agent. The commissions reflect the performance under contract of the services of the company regardless of the date of the debit note. It also includes profit commissions, which are profit sharing arrangements with insurers based on the claims performance of historic years.

The company charges commission to other group companies.

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.

Share options

Share options granted to employees are valued by the directors and accounted for based on group earnings, valuations are prepared with third party assistance.

Debtors

In providing an underwriting service to other group companies, the trade debtors of the company initially include amounts due from or to each group company. These amounts are transferred to the intercompany balances in preparing the statutory financial statements.

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 due to the underwriters and insurer 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's principal financial instruments comprise bank balances, trade and other creditors, trade and other debtors, and intercompany loans. 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.

Trade and other debtors

Trade and other debtors are measured at transaction value and 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. Other debtors includes an intercompany loan to the parent undertaking.

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.

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

£

£

Brokerage for underwriting

6,260,360

7,117,984

6,260,360

7,117,984

An analysis of turnover by geographical market is given below:

31.12.24

31.12.23

£

£

United Kingdom

6,260,360

7,117,984

6,260,360

7,117,984

4.	EMPLOYEES AND DIRECTORS

All staff costs are borne by the parent company, Seventeen Group Limited, except for share based payment transactions relating to shares in the company.

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.24

31.12.23

£

£

Other interest

-

401

6.	PROFIT BEFORE TAXATION

Included in operating profit is a management charge of £6,209,623 (2023 - £6,795,106) from Seventeen Group Limited to reflect the administrative costs borne.

7.

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

42,901

86,414

Prior year adjustment

(11,700

)

-

Tax on profit

31,201

86,414

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

597,733

738,368

Amounts owed by group undertakings

2,794,314

2,044,491

Tax

32,260

401

Prepayments

94,358

595,000

3,518,665

3,378,260

9.	FINANCIAL INSTRUMENTS

31.12.24

31.12.23

£

£

Financial Assets

Trade and other receivables

3,392,047

2,782,859

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

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

10,527

Ordinary

£1

10,527

10,527

11.

RESERVES

Retained

Share

Other

earnings

premium

reserves

Totals

£

£

£

£

At 1 January 2024

3,229,871

61,578

76,284

3,367,733

Profit for the year

140,405

140,405

At 31 December 2024

3,370,276

61,578

76,284

3,508,138

12.	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.

13.	RELATED PARTY DISCLOSURES

At the year end the company was owed £2,794,314 (2023 - £2,044,491) by Seventeen Group Limited, its immediate parent company.

Seventeen Group Limited incurs expenses on behalf of group. A management charge to reflect the expenses it has incurred is made to subsidiaries. The charge to Touchstone Underwriting Limited was £6,209,623 (2023 - £6,795,106) for the year.

James Hallam Limited, as an insurance broker and member of the same group, has regular trading transactions with Touchstone Underwriting Limited, as underwriters. Such transactions including premiums totalled £14,690,525 (2023 - £13,108,912).

Kestrel Insurance Services Ltd, as an insurance broker and member of the same group, has regular trading transactions with Touchstone Underwriting Limited, as underwriters. Such transactions including premiums totalled £140,647.

14.	SHARE-BASED PAYMENT TRANSACTIONS

Under options dated 3 February and 19 November 2020, options over 652 ordinary £1 shares in Touchstone Underwriting Limited were granted to three directors and two employees. The options are exercisable on certain conditions unless earlier events occur to cause them to lapse or become exercisable under the scheme rules. The option price is £1 per share and is exercisable within 10 years of the date of the grant. The options vested in October 2021.

Under options dated 19 July 2023, options over 588 ordinary £1 shares in Touchstone Underwriting Limited were granted to four directors and three employees. The options are exercisable on certain conditions unless earlier events occur to cause them to lapse or become exercisable under the scheme rules. The option price is £1 per share and is exercisable within 10 years of the date of the grant. The options had vested at 31 December 2023.

Subsequent to the year end the share options have been realised.

15.	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.