REGISTERED NUMBER: 08403633 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2024

for

Assura Protect Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

C J Donley

Adina E Enciu

Matthew C Turner

D J Knipe

REGISTERED OFFICE:

Spitalfields House

Stirling Way

Borehamwood

Hertfordshire

WD6 2FX

REGISTERED NUMBER:

08403633 (England and Wales)

SENIOR STATUTORY AUDITOR:

Michael Marcus FCA FCCA

AUDITORS:

TC Group

Statutory Auditor

First Floor

Spitalfields House

Stirling Way

Borehamwood

Hertfordshire

WD6 2FX

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

Assura Protect is the product provider and exclusive distributor of Dividend Life Term Life and Critical Illness Cover Insurance uniquely distributed as a D2C (Direct-to-Consumer) proposition.

REVIEW OF BUSINESS

Dividend Life business produced a gross turnover of £3,153,363 for the period covered by this report.

Relatively flat year-over-year top line revenue is attributed to:

1) Transition year for the business migrating from a hybrid agency business model to Managing General Agent product provider.

2) Extensive platform investment in AI and platform technologies.

3) Development of the London based Advisor network.

The Group's operations expose it to a variety of financial risks including competition risk, price risk, credit risk and liquidity risk. There are multiple controls in place to limit the adverse effects of these risks on the financial performance of the Group.

PRINCIPAL RISKS AND UNCERTAINTIES

Competition Risk

Like all companies carrying out similar activities, the group is subject to strong competition from other intermediaries, and this may affect the Gross margin achieved from its sales. The Group has maintained strong relations with several large Life Insurance Providers to enable it to compete with its competitors.advantages against incumbent providers which include:

1) Multi-Claim Cover - Dividend Life uniquely offers 200% multi-claim protection for both their Dual Life and Critical Illness Policies.

2) Competitive Premiums - Dividend Life policy premiums are equal to, or lower than, the majority of incumbent product providers.

Best in Class Rewards and Benefits. With +300 Retail Partners and Doctor-on-Demand included on policies, without usage or extra cost.

Price Risk

The Group is exposed to general price risk because of its operations. Management keep this aspect of the Groups affairs under constant review.

Credit Risk

All policy holders are subject to KYC checks to ensure that their policies are affordable and meet all necessary coverage requirements. The Group also holds a Provision at year-end for known post year end CFO's/lapses £569,854 (2023: £496,391).

Liquidity Risk

The Group ensures there are sufficient funds available to operate. Cash Flow forecasts are prepared, monitored, and adjusted where necessary, as part of this process.

During the period Assura Protect Limited refinanced the extisting two Senior Sterling Term Facilities Agreement's with additional capital of £2,500,000. The Group has entered into this agreement to ensure working capital & capital expenditure requirements can be met in respect of Dividend Life platform.

As at 31 December 2024, the balances on these Facilities were as follows:

Facility A: £5,660,000

Facility B: £1,840,000

FINANCIAL KEY PERFORMANCE INDICATORS

A summary of the Group's financial results for the year end 31 December 2024 are set out below:

2024

2023

Turnover

£3,153,363

£3,580,805

Shareholders' Funds

£6,041,152

£4,765,299

The Directors are satisfied with these Key Performance Indicators and whilst the market remains active and we are cautious because of current economic conditions, the outlook for the current year is encouraging together with the launch of our new product Dividend Life.

Future Development

Ongoing sales volumes of Dividend Life have proved very encouraging, and the Directors are confident that there will be strong growth in this income stream in the current year.

Achieving the following future milestones will continue to be the focus of Assura Protect.

- Complete platform institutionalisation for Dividend Life.

- Develop Medical Underwriting facilities.

- Secure equity growth capital to scale platform capabilities.

- Continue development of platform underwriting Al technologies and IP.

- Add complementary D2C insurance products with a focus on Whole of Life and Agency Mortgage Advisory.

Assura Protect Limited acts as a Managing General Agent (MGA) with the Dividend Life policies being underwritten and issued by Family Assurance Friendly Society Limited. Assura Protect Limited has developed an in-house Policy Administration System to manage these policies.

The directors are satisfied that the Company has sufficient resources and liquidity to enable it to not only to continue as a going concern for the foreseeable future but to also ensure the Company continues to invest in its infrastructure and staff so that it is in a stable and profitable position going forward.

ON BEHALF OF THE BOARD:

C J Donley - Director

30 December 2025

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

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.

C J Donley

Adina E Enciu

Matthew C Turner

D J Knipe

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

C J Donley - Director

30 December 2025

Opinion

We have audited the financial statements of Assura Protect Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 December 2024 and of the group's loss 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 group 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent 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 Statement of Directors' Responsibilities set out on page four, 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 group's and the parent 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 group or the parent 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

- We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

- We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

- We considered the nature of the industry, the control environment and business performance, including the key drivers for management's remuneration;

- We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

- We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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.

Michael Marcus FCA FCCA (Senior Statutory Auditor)

for and on behalf of TC Group

Statutory Auditor

First Floor

Spitalfields House

Stirling Way

Borehamwood

Hertfordshire

WD6 2FX

30 December 2025

TURNOVER

3

3,153,363

3,580,805

Cost of sales

1,633,051

1,461,257

GROSS PROFIT

1,520,312

2,119,548

Administrative expenses

3,196,591

2,942,684

(1,676,279

)

(823,136

)

Other operating income

220,305

357,872

OPERATING LOSS

5

(1,455,974

)

(465,264

)

Interest payable and similar expenses

6

938,725

558,066

LOSS BEFORE TAXATION

(2,394,699

)

(1,023,330

)

Tax on loss

7

-

-

LOSS FOR THE FINANCIAL YEAR

(2,394,699

)

(1,023,330

)

Loss attributable to:

Owners of the parent

(2,394,699

)

(1,023,330

)

LOSS FOR THE YEAR

(2,394,699

)

(1,023,330

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(2,394,699

)

(1,023,330

)

Total comprehensive income attributable to:

Owners of the parent

(2,394,699

)

(1,023,330

)

FIXED ASSETS

Intangible assets

9

9,317,335

8,348,814

Tangible assets

10

21,502

17,129

Investments

11

-

-

9,338,837

8,365,943

CURRENT ASSETS

Debtors

12

8,741,945

5,634,659

Cash at bank and in hand

538,551

102,130

9,280,496

5,736,789

CREDITORS

Amounts falling due within one year

13

5,487,104

5,368,820

NET CURRENT ASSETS

3,793,392

367,969

TOTAL ASSETS LESS CURRENT LIABILITIES

13,132,229

8,733,912

CREDITORS

Amounts falling due after more than one year

14

(5,562,077

)

(2,439,613

)

PROVISIONS FOR LIABILITIES

17

(1,529,000

)

(1,529,000

)

NET ASSETS

6,041,152

4,765,299

CAPITAL AND RESERVES

Called up share capital

18

103

103

Share premium

19

749,997

749,997

Revaluation reserve

19

2,752,200

3,363,800

Other reserves

19

6,174,754

1,629,202

Mezzanine Debt Reserve

19

(875,000

)

-

Retained earnings

19

(2,760,902

)

(977,803

)

SHAREHOLDERS' FUNDS

6,041,152

4,765,299

The financial statements were approved by the Board of Directors and authorised for issue on 30 December 2025 and were signed on its behalf by:

C J Donley - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

273

293

Investments

11

302

302

575

595

CURRENT ASSETS

Debtors

12

5,779,975

5,676,406

Cash at bank and in hand

88,640

66,362

5,868,615

5,742,768

CREDITORS

Amounts falling due within one year

13

3,452,021

4,329,322

NET CURRENT ASSETS

2,416,594

1,413,446

TOTAL ASSETS LESS CURRENT LIABILITIES

2,417,169

1,414,041

CREDITORS

Amounts falling due after more than one year

14

5,552,702

2,418,987

NET LIABILITIES

(3,135,533

)

(1,004,946

)

CAPITAL AND RESERVES

Called up share capital

18

103

103

Share premium

19

749,997

749,997

Mezzanine Debt Reserve

19

(875,000

)

-

Retained earnings

19

(3,010,633

)

(1,755,046

)

SHAREHOLDERS' FUNDS

(3,135,533

)

(1,004,946

)

Company's loss for the financial year

(1,255,587

)

(792,982

)

The financial statements were approved by the Board of Directors and authorised for issue on 30 December 2025 and were signed on its behalf by:

C J Donley - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2023

103

(566,073

)

749,997

Changes in equity

Total comprehensive income

-

(1,023,330

)

-

Transfer to/from revaluation

-

611,600

-

Balance at 31 December 2023

103

(977,803

)

749,997

Changes in equity

Total comprehensive income

-

(2,394,699

)

-

Transfer to/from revaluation

-

611,600

-

Balance at 31 December 2024

103

(2,760,902

)

749,997

Mezzanine

Revaluation

Other

Debt

Total

reserve

reserves

Reserve

equity

£

£

£

£

Balance at 1 January 2023

3,975,400

-

-

4,159,427

Changes in equity

Total comprehensive income

-

1,629,202

-

605,872

Transfer to/from revaluation

(611,600

)

-

-

-

Balance at 31 December 2023

3,363,800

1,629,202

-

4,765,299

Changes in equity

Total comprehensive income

-

4,545,552

(875,000

)

1,275,853

Transfer to/from revaluation

(611,600

)

-

-

-

Balance at 31 December 2024

2,752,200

6,174,754

(875,000

)

6,041,152

Called up

Mezzanine

share

Retained

Share

Debt

Total

capital

earnings

premium

Reserve

equity

£

£

£

£

£

Balance at 1 January 2023

103

(962,064

)

749,997

-

(211,964

)

Changes in equity

Total comprehensive income

-

(792,982

)

-

-

(792,982

)

Balance at 31 December 2023

103

(1,755,046

)

749,997

-

(1,004,946

)

Changes in equity

Total comprehensive income

-

(1,255,587

)

-

(875,000

)

(2,130,587

)

Balance at 31 December 2024

103

(3,010,633

)

749,997

(875,000

)

(3,135,533

)

Cash flows from operating activities

Cash generated from operations

1

5,026,625

728,443

Interest paid

(938,725

)

(558,066

)

Net cash from operating activities

4,087,900

170,377

Cash flows from investing activities

Purchase of intangible fixed assets

(3,571,765

)

(1,238,564

)

Purchase of tangible fixed assets

(13,015

)

(1,700

)

Net cash from investing activities

(3,584,780

)

(1,240,264

)

Cash flows from financing activities

Amount introduced/withdrawn by directors

-

75,000

Amount withdrawn by directors

(66,699

)

(63,088

)

Net cash from financing activities

(66,699

)

11,912

Increase/(decrease) in cash and cash equivalents

436,421

(1,057,975

)

Cash and cash equivalents at beginning of year

2

102,130

1,160,105

Cash and cash equivalents at end of year

2

538,551

102,130

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

£

£

Loss before taxation

(2,394,699

)

(1,023,330

)

Depreciation charges

1,111,885

966,294

Finance costs

938,725

558,066

(344,089

)

501,030

Increase in trade and other debtors

(3,434,870

)

(2,366,135

)

Increase in trade and other creditors

8,805,584

2,593,548

Cash generated from operations

5,026,625

728,443

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

538,551

102,130

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

102,130

1,160,105

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

102,130

436,421

538,551

102,130

436,421

538,551

Debt

Debts falling due within 1 year

(2,596,250

)

170,261

(2,425,989

)

Debts falling due after 1 year

(2,439,613

)

(3,122,464

)

(5,562,077

)

(5,035,863

)

(2,952,203

)

(7,988,066

)

Total

(4,933,733

)

(2,515,782

)

(7,449,515

)

1.	STATUTORY INFORMATION

Assura Protect 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 General 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 as modified by the revaluation of certain assets.

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on the amounts recognised in the financial statements:

Trade debtors: The recoverability of trade debtors has been assessed as at the year end and up until the date of signing these financial statements. Management have based their decision to provide for any amounts based on their judgement of all the available information, and their experience of the specific nature of trade debtors in question.

Data assets: The revaluation of data assets is supported by assumptions prepared by Management based on publicly available data and their judgement of market values.

Polocy lapses: Policy lapses relating to policies in force at the year end and is based on experience of lapses over the year.

Turnover

Turnover comprises non-indeminity commssion on policies sold. It is measured at the fair value of the consideration received or receivable, excluding discountss, rebates, value added tax and other taxes. Lapses and other clawbacks are included in cost of sales.

Debtors

The non-indemnity commssion is receivable in equal installments over a 48 month period.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at open market value less accumulated amortisation.

Intangible assets are being amortised evenly over its estimated useful life of ten years

Deferred tax is provided on any revaluation amonts.