REGISTERED NUMBER: 02547031 (England and Wales)

Report of the Director and

Audited Cessation Financial Statements

for the Period

1 December 2023 to 31 December 2024

for

Keith Miller Insurance Services Limited

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

4

Income Statement

8

Balance Sheet

9

Notes to the Financial Statements

10

DIRECTOR:

A R Tailor ACA

REGISTERED OFFICE:

Old Printers Yard

156 South Street

Dorking

Surrey

RH4 2HF

BUSINESS ADDRESS:

10th Floor

2 Minster Court

London

EC3R 7BB

REGISTERED NUMBER:

02547031 (England and Wales)

AUDITORS:

Bullimores LLP

Chartered Accountants

& Registered Auditor

Old Printers Yard

156 South Street

Dorking

Surrey

RH4 2HF

The director presents his report with the financial statements of the company for the period 1 December 2023 to 31 December 2024.

CESSATION OF TRADING

The company ceased trading on 8 March 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the period under review was that of insurance consultancy.

DIRECTOR

A R Tailor ACA was appointed as a director on 8 March 2024 and held office during the whole of the period from then to the date of this report.

Keith Ian Miller resigned as a director on 8 March 2024.

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

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

A R Tailor ACA - Director

15 December 2025

Opinion

We have audited the financial statements of Keith Miller Insurance Services Limited (the 'company') for the period ended 31 December 2024 which comprise the Income Statement, Balance Sheet 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 period 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other matters

In the previous accounting period the directors of the company took advantage of the audit exemption under CA 2006, s. 477. Therefore, the prior period financial statements were not subject to audit but are presented for comparative purposes.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has 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 Report of the Director.

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 director's remuneration specified by law are not made; or

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

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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:

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 understood how the company is complying with those legal and regulatory frameworks by making enquiries of

management.

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

We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by discussions with the directors to understand areas where they considered there was susceptibility to fraud. We also considered pressures on the directors to meet any external pressures in reporting the financial results of the company.

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.

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

Chartered Accountants

& Registered Auditor

Old Printers Yard

156 South Street

Dorking

Surrey

RH4 2HF

23 December 2025

TURNOVER

110,131

402,810

Administrative expenses

72,807

271,231

OPERATING PROFIT

37,324

131,579

Interest receivable and similar income

537

967

PROFIT BEFORE TAXATION

4

37,861

132,546

Tax on profit

11,251

30,480

PROFIT FOR THE FINANCIAL PERIOD

26,610

102,066

FIXED ASSETS

Tangible assets

5

-

29

CURRENT ASSETS

Debtors

6

184,371

6,840

Cash at bank

-

326,974

184,371

333,814

CREDITORS

Amounts falling due within one year

7

115,832

291,914

NET CURRENT ASSETS

68,539

41,900

TOTAL ASSETS LESS CURRENT LIABILITIES

68,539

41,929

CAPITAL AND RESERVES

Called up share capital

999

999

Capital redemption reserve

1

1

Retained earnings

67,539

40,929

68,539

41,929

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 15 December 2025 and were signed by:

A R Tailor ACA - Director

1.	STATUTORY INFORMATION

Keith Miller Insurance Services 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.

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Related party exemption

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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and VAT. Turnover includes revenue earned from the rendering of service. Turnover fro the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.

Tangible fixed assets

Tangible fixed assets are measured at cost less accumulated depreciation and impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows:

-

Plant and machinery - 10% on a reducing balance basis

Taxation

A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted.

Pension costs and other post-retirement benefits

Contributions to defined contribution plans are expensed in the period to which they relate.

Debtors

Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less impairment losses for bad and doubtful debts.

Creditors

Short term Creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 3 (2023 - 7 ) .

4.	PROFIT BEFORE TAXATION

The profit is stated after charging:

Period

1.12.23

to

Year Ended

31.12.24

30.11.23

£

£

Depreciation - owned assets

29

8

5.	TANGIBLE FIXED ASSETS

Fixtures

and

fittings

£

COST

At 1 December 2023

1,951

Disposals

(1,951

)

At 31 December 2024

-

DEPRECIATION

At 1 December 2023

1,922

Charge for period

29

Eliminated on disposal

(1,951

)

At 31 December 2024

-

NET BOOK VALUE

At 31 December 2024

-

At 30 November 2023

29

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

30.11.23

£

£

Trade debtors

-

3,116

Amounts owed by group undertakings

184,371

-

Other debtors

-

3,724

184,371

6,840

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

30.11.23

£

£

Trade creditors

-

232,559

Amounts owed to group undertakings

104,574

-

Tax

11,258

30,480

Social security and other taxes

-

23,749

Other creditors

-

5,126

115,832

291,914

8.	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.

9.	TRANSFER OF TRADE

On 8 March 2024 the company transferred its trade and insurance related assets and liabilities to James Hallam Limited, a wholly owned subsidiary of Seventeen Group Limited; other assets and liabilities were transferred to Seventeen Group Limited, the company's immediate parent company

10.	SECURED DEBTS

The company is a party to cross company guarantees in favour of bank and loan creditors to secure the liabilities of the Group headed by its parent company.