REGISTERED NUMBER: 12508077 (England and Wales)

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025

FOR

CIRCLE 1991 LIMITED

Page

Company Information

1

Report of the Directors

2

Consolidated Income Statement

3

Consolidated Statement of Financial Position

4

Company Statement of Financial Position

6

Notes to the Consolidated Financial Statements

7

DIRECTORS:

A J Norcott

K A Egan

J Shields

P D Jones

L Claro

I Storm

SECRETARY:

E L Ainscough

REGISTERED OFFICE:

118 Holyhead Road

Coventry

CV1 3LY

REGISTERED NUMBER:

12508077 (England and Wales)

ACCOUNTANTS:

Clive Shedd & Co

Chartered Accountants

232 Sladepool Farm Road

Birmingham

B14 5EE

The directors present their report with the financial statements of the company and the group for the year ended 30 April 2025.

PRINCIPAL ACTIVITY

The principal activity of the group was that of insurance broking.

DIRECTORS

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

A J Norcott

K A Egan

J Shields

P D Jones

L Claro

I Storm

Other changes in directors holding office are as follows:

A H Judson - resigned 20 December 2024

The group maintains directors' and officers' liability insurance which gives appropriate cover for any legal action brought against its directors.

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 J Norcott - Director

17 December 2025

TURNOVER

9,886,688

9,589,815

Cost of sales

33,588

14,072

GROSS PROFIT

9,853,100

9,575,743

Administrative expenses

10,493,089

9,753,277

(639,989

)

(177,534

)

Other operating income

866,537

190,624

OPERATING PROFIT

5

226,548

13,090

Interest receivable and similar income

217,052

197,024

Gain/loss on revaluation of investments

(3,679

)

559

Interest payable and similar expenses

6

(168,610

)

(67,483

)

PROFIT BEFORE TAXATION

271,311

143,190

Tax on profit

7

209,087

100,396

PROFIT FOR THE FINANCIAL YEAR

62,224

42,794

Profit attributable to:

Owners of the parent

62,224

42,794

FIXED ASSETS

Intangible assets

9

3,193,535

3,464,574

Tangible assets

10

468,266

1,242,696

Investments

11

1,073

1,789

3,662,874

4,709,059

CURRENT ASSETS

Debtors

12

232,084

1,451,833

Investments

13

48,492

51,611

Cash at bank and in hand

1,135,937

401,122

1,416,513

1,904,566

CREDITORS

Amounts falling due within one year

14

1,279,180

2,289,719

NET CURRENT ASSETS/(LIABILITIES)

137,333

(385,153

)

TOTAL ASSETS LESS CURRENT LIABILITIES

3,800,207

4,323,906

CREDITORS

Amounts falling due after more than one year

15

(1,084,824

)

(1,724,931

)

PROVISIONS FOR LIABILITIES

(20,030

)

(16,660

)

NET ASSETS

2,695,353

2,582,315

CAPITAL AND RESERVES

Called up share capital

17

52,823

50,000

Share premium

47,991

-

Retained earnings

2,594,539

2,532,315

SHAREHOLDERS' FUNDS

2,695,353

2,582,315

The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 April 2025.

The members have not required the company and the group to obtain an audit of its financial statements for the year ended 30 April 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the group keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company and the group as at the end of each financial year and of the group's profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company and the group.

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 Board of Directors and authorised for issue on 17 December 2025 and were signed on its behalf by:

A J Norcott - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

988,060

865,219

988,060

865,219

CURRENT ASSETS

Debtors

12

124,054

110,000

CREDITORS

Amounts falling due within one year

14

-

243,919

NET CURRENT ASSETS/(LIABILITIES)

124,054

(133,919

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,112,114

731,300

CAPITAL AND RESERVES

Called up share capital

17

52,823

50,000

Share premium

47,991

-

Retained earnings

1,011,300

681,300

SHAREHOLDERS' FUNDS

1,112,114

731,300

Company's profit for the financial year

330,000

95,000

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 April 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 30 April 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 Board of Directors and authorised for issue on 17 December 2025 and were signed on its behalf by:

A J Norcott - Director

1.	STATUTORY INFORMATION

Circle 1991 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.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

Basis of consolidation

The consolidated financial statements incorporate the results of the company and all of it's subsidiary undertakings with effect from the date of each subsidiary undertaking's acquisition.

Significant judgements and estimates

In preparing these financial statements the group's management make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities at the statement of financial position date and the amounts reported in the income statement for the period under review.

The nature of estimates means that the actual outcome could differ and the group's management consider there are no estimates or assumptions that have a significant risk of causing a material adjustment to the amounts reported for assets and liabilities within the next financial year.

The group's management also consider the future cash requirements of the group and its available resources in order to ensure that the going concern basis used in the preparation of these financial statements is appropriate for the foreseeable future.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Fee, commission and brokerage income includes initial income receivable on the commencement of a new policy or investment product which are recognised when the policy or product goes on risk. Fee and commission income also includes on-going fees which are recognised as the services are provided and renewal commissions which are recognised when earned.

Goodwill

The difference between the fair value of consideration given and the fair value of the net assets of entities acquired is accounted for as goodwill. Amortisation is provided so as to write off goodwill evenly over its estimated useful life of ten years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Land and buildings

-

not provided

Plant and machinery etc

-

10% to 50% on cost and 15% to 25% on reducing balance

The group's practice is to maintain its land and buildings in a continual state of repair and refurbishment such that the residual value is at least equal to its book value. Consequently a depreciation charge is considered to be immaterial.

Tangible fixed assets are initially recorded at cost.

Investments

Listed fixed asset investments and unlisted current asset investments are measured at fair value with changes in fair value recognised in profit or loss. All other investments are measured at cost less impairment.

Financial instruments

Basic financial assets and liabilities are initially recognised at transaction price and are subsequently measured at amortised cost.

Taxation

Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position 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.

Leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The group contributes to defined contribution pension schemes for its employees. Contributions payable are charged to profit or loss in the period to which they relate.

Employee benefits

When employees have rendered service to the group, short-term employee benefits to which the employees are entitled are recognised at the amount expected to be paid in exchange for that service.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 135 (2024 - 132 ) .

The average number of employees by undertakings that were proportionately consolidated during the year was 2 (2024 - 6 ) .

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2025

2024

£

£

Other operating leases

182,805

147,740

Depreciation - owned assets

85,375

78,935

Loss/(profit) on disposal of fixed assets

36,946

(12,808

)

Goodwill amortisation

492,317

259,495

Foreign exchange differences

(376

)

2,212

Pension costs

766,792

667,261

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank interest

15

-

Bank loan interest

167,732

67,483

Other interest

863

-

168,610

67,483

7.

TAXATION

Analysis of the tax charge

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

2025

2024

£

£

Current tax:

UK corporation tax

205,718

92,122

Prior year adjustment

(1

)

-

Total current tax

205,717

92,122

Deferred tax

3,370

8,274

Tax on profit

209,087

100,396

8.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

9.	INTANGIBLE FIXED ASSETS

Group

Goodwill

£

COST

At 1 May 2024

5,595,010

Additions

221,278

At 30 April 2025

5,816,288

AMORTISATION

At 1 May 2024

2,130,436

Charge for year

492,317

At 30 April 2025

2,622,753

NET BOOK VALUE

At 30 April 2025

3,193,535

At 30 April 2024

3,464,574

10.	TANGIBLE FIXED ASSETS

Group

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 1 May 2024

944,321

685,533

1,629,854

Additions

-

175,629

175,629

Disposals

(794,107

)

(91,268

)

(885,375

)

At 30 April 2025

150,214

769,894

920,108

DEPRECIATION

At 1 May 2024

-

387,158

387,158

Charge for year

-

85,375

85,375

Eliminated on disposal

-

(20,691

)

(20,691

)

At 30 April 2025

-

451,842

451,842

NET BOOK VALUE

At 30 April 2025

150,214

318,052

468,266

At 30 April 2024

944,321

298,375

1,242,696

11.	FIXED ASSET INVESTMENTS

Group

Listed

investments

£

COST

At 1 May 2024

1,789

Share of profit/(loss)

(716

)

At 30 April 2025

1,073

NET BOOK VALUE

At 30 April 2025

1,073

At 30 April 2024

1,789

Market value of listed investments at 30 April 2025 - £ 1,073 (2024 - £ 1,789 ).

Company

Shares in

group

undertakings

£

COST

At 1 May 2024

865,219

Additions

122,841

At 30 April 2025

988,060

NET BOOK VALUE

At 30 April 2025

988,060

At 30 April 2024

865,219

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

Circle Insurance Services Limited

Registered office: 118 Holyhead Road, Coventry CV1 3LY

Nature of business: Insurance broking

%

Class of shares:

holding

Ordinary

100.00

Circle Financial Services Limited

Registered office: 118 Holyhead Road, Coventry CV1 3LY

Nature of business: Independent financial advisers

%

Class of shares:

holding

Ordinary

100.00

Mercia Underwriting Solutions Ltd

Registered office: 6 Lloyd's Avenue, London EC3N 3AX

Nature of business: Insurance underwriters

%

Class of shares:

holding

Ordinary

100.00

The Health & Safety Service Limited

Registered office: Suite 5 Maple House, Queensway Business Park, Queensway, Telford TF1 7UL

Nature of business: Health & safety services

%

Class of shares:

holding

Ordinary

100.00

Circle Specialist Services Ltd

Registered office: 118 Holyhead Road, Coventry CV1 3LY

Nature of business: Unregulated advice and expert witness services

%

Class of shares:

holding

Ordinary

100.00

The shares in Circle Specialist Services Ltd are all held by Circle Financial Services Limited (who is also a wholly owned subsidiary of Circle 1991 Limited).

Creative Risk Solutions Ltd

Registered office: 6 Deryn Court, Wharfedale Road, Pentwyn, Cardiff CF23 7HA

Nature of business: Insurance broking

%

Class of shares:

holding

Ordinary

100.00

The shares in Creative Risk Solutions Ltd are all held by Circle Insurance Services Limited (who is also a wholly owned subsidiary of Circle 1991 Limited).

Nautical Insurance Services Limited

Registered office: 6 Lloyd's Avenue, London EC3N 3AX

Nature of business: Insurance underwriters

%

Class of shares:

holding

Ordinary

100.00

The shares in Nautical Insurance Services Limited are all held by Mercia Underwriting Solutions Ltd (who is also a wholly owned subsidiary of Circle 1991 Limited).

Sherwin Insurance Services Limited

Registered office: 118 Holyhead Road, Coventry CV1 3LY

Nature of business: Insurance broking

%

Class of shares:

holding

Ordinary

100.00

The shares in Sherwin Insurance Services Limited are all held by Sherwin (General Holdings) Ltd who is a wholly owned subsidiary of Circle Insurance Services Limited (Circle Insurance Services Limited is also a wholly owned subsidiary of Circle 1991 Limited).

Circle Insurance Services (Nottingham) Ltd

Registered office: 118 Holyhead Road, Coventry CV1 3LY

Nature of business: Non trading

%

Class of shares:

holding

Ordinary

100.00

The shares in Circle Insurance Services (Nottingham) Ltd are all held by Circle Insurance Services Limited (who is also a wholly owned subsidiary of Circle 1991 Limited).

Sherwin (General Holdings) Ltd

Registered office: 118 Holyhead Road, Coventry CV1 3LY

Nature of business: Non trading

%

Class of shares:

holding

Ordinary

100.00

The shares in Sherwin (General Holdings) Ltd are all held by Circle Insurance Services Limited (who is also a wholly owned subsidiary of Circle 1991 Limited).

Bevan Charles General Limited

Registered office: 6 Deryn Court, Wharfedale Road, Pentwyn, Cardiff CF23 7HA

Nature of business: Non trading

%

Class of shares:

holding

Ordinary

100.00

The shares in Bevan Charles General Limited are all held by Creative Risk Solutions Ltd who is a wholly owned subsidiary of Circle Insurance Services Limited (Circle Insurance Services Limited is also a wholly owned subsidiary of Circle 1991 Limited).

12.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2025

2024

2025

2024

£

£

£

£

Trade debtors

134,382

1,020,439

-

-

Amounts owed by group undertakings

-

-

124,054

-

Other debtors

17,104

134,605

-

110,000

Prepayments and accrued income

80,598

296,789

-

-

232,084

1,451,833

124,054

110,000

13.	CURRENT ASSET INVESTMENTS

Group

2025

2024

£

£

Unlisted Investments

48,492

51,611

14.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2025

2024

2025

2024

£

£

£

£

Bank loans and overdrafts

144,906

424,399

-

-

Trade creditors

127,255

315,915

-

-

Amounts owed to group undertakings

-

-

-

243,919

Taxation and social security

241,598

335,891

-

-

Other creditors

470,191

847,450

-

-

Accruals and deferred income

295,230

366,064

-

-

1,279,180

2,289,719

-

243,919

15.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group

2025

2024

£

£

Bank loans - 1 to 2 years

157,949

464,629

Bank loans - 2 to 5 years

564,386

486,885

Bank loans - over 5 years

222,969

253,417

Trade creditors

139,520

-

Other creditors

-

520,000

1,084,824

1,724,931

Amounts falling due in more than five years:

Group

2025

2024

£

£

Repayable by instalments

Bank loans - over 5 years

222,969

253,417

16.	SECURED DEBTS

The following secured debts are included within creditors:

Group

2025

2024

£

£

Bank borrowings

1,090,210

1,420,997

Certain of the group's bank borrowings are secured by a charge on the group's freehold property and group guarantees. Group bank borrowings are also secured by a company debenture and by subsidiary company debentures. Any assets held in accounts designated client accounts by group trading companies are excluded from the security given.