Company Registration No. 15055597 (England and Wales)
PHOENIX SPECIALTY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
Affinia
Swift House
Ground Floor
18 Hoffmanns Way
Chelmsford
Essex
UK
CM1 1GU
PHOENIX SPECIALTY LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 5
PHOENIX SPECIALTY LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 1 -
2024
Notes
£
£
Current assets
Debtors
4
1
Creditors: amounts falling due within one year
5
(643,127)
Net current liabilities
(643,126)
Capital and reserves
Called up share capital
6
1
Profit and loss reserves
(643,127)
Total equity
(643,126)

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered 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 31 December 2025 and are signed on its behalf by:
Mr M F Heath
Director
Company registration number 15055597 (England and Wales)
PHOENIX SPECIALTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information

Phoenix Specialty Limited is a private company limited by shares incorporated in England and Wales. The registered office is 71 Fenchurch Street, London, EC3M 4BS.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Vector Investment Capital (Holdings) Limited. These consolidated financial statements are available from its registered office, 71 Fenchurch Street, London, United Kingdom, EC3M 4BS.

As a wholly-owned subsidiary of Vector Investment Capital (Holdings) Limited, and a qualifying entity, the Company has taken advantage of the exemption offered by FRS 102 "Related Party Disclosures" not to disclose transactions with wholly owned subsidiary undertakings.

1.2
Going concern

The directors have assessed a period of at least 12 months from the signing of these financial statements. Since the year end the group has received considerable shareholder support, as indicated by a convertible loan agreement dated 18 November 2025 which is not repayable until 30 September 2029. This convertible loan agreement, alongside further shareholder reassurances of support, has ensured the group’s economic future for the short term and a period of at least 12 months from the signing of these financial statements. The directors continuously assess both new opportunities and new funding arrangements. The directors recognise that certain, as yet unexecuted, medium to long term growth initiatives may require funding beyond that already agreed. The directors are able to conclude that the company remains a going concern, and the financial statements continue to be prepared on this basis.true

The company is reliant on the group and its ultimate parent, Vector Investment Capital (Holdings) Limited, to ensure it can meet its liabilities as they fall due, therefore based on the above, the company continues to adopt the going concern basis of accounting in preparing the financial statement.

PHOENIX SPECIALTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.3
Turnover

Revenue is recognised based on the commission earned on insurance policies incepted through the MGA’s

distribution activities, reflecting the MGA’s entitlement as principal for its services in managing contracts, sub-

brokers, and policy distribution.

Commission income is recognised when the insurance policy is bound, which corresponds to the period when

the MGA performs its services.

The MGA acts as principal for its commission revenue. Although administrative, cash handling, and

operational tasks may be delegated to the Parent Company, the MGA retains control over the insurance

contracts, bears operational and conduct risk, and is entitled to the economic benefits from the commission.

The service fee payable to its parent is for distinct services and does not affect revenue recognition.

1.4
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.5
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

PHOENIX SPECIALTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.6

Trade Debtors and Trade Creditors – Insurance Transactions

The MGA does not receive or hold premiums or claims payments under the contracts with insurers, as these are administered by its parent company under the terms of the service arrangements.

Accordingly, the MGA does not present trade debtors or trade creditors in respect of insurance premiums or claims. Commission receivables relating to the MGA’s own entitlement are recognised as assets where applicable.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical accounting judgement

Principal versus Agent Assessment

The Directors have exercised judgement in determining that the Company act as principal in respect of their

commission revenue, as they control distribution and bear conduct risk. Conversely, the Directors have

concluded that the parent Company acts as an agent regarding MGA commission, as it performs

administrative and treasury services but does not control distribution or bear underwriting risk.

3
Employees

The average monthly number of persons employed by the company during the Period was nil. The services of 5 employees were used by the company, all of who were employed by the immediate parent company.

4
Debtors
2024
Amounts falling due within one year:
£
Other debtors
1
5
Creditors: amounts falling due within one year
2024
£
Amounts owed to group undertakings
643,110
Other creditors
17
643,127
PHOENIX SPECIALTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 5 -
6
Called up share capital
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of £1 each
1
1

On incorporation 1 Ordinary share of £1 was issued at par value.

On 29 January 2025 the 1 Ordinary share of £1 each was subdivided into 1,000 Ordinary shares of £0.001 each and then were renamed Ordinary A shares. On the 6 February 2025, 27 B Ordinary shares, 27 C Ordinary shares and 54 D Ordinary shares of £0.001 each were issued and fully paid.

On 7 July 2025 277 E Ordinary shares of £0.001 each were issued and fully paid.

7
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Michael Warman
Statutory Auditor:
Affinia (Chelmsford)
Date of audit report:
2 January 2026
8
Events after the reporting date

On 29 January 2025 the 1 Ordinary share of £1 each was subdivided into 1,000 Ordinary shares of £0.001 each and then were renamed Ordinary A shares. On the 6 February 2025, 27 B Ordinary shares, 27 C Ordinary shares and 54 D Ordinary shares of £0.001 each were issued and fully paid.

On the same day the 1,000 Ordinary A shares were transferred to Acies Holdings 1 Limited, hence becoming the new intermediate parent company. The ultimate controlling party remained as is Vector Investment Capital (Holdings) Limited.

On 7 July 2025 277 E Ordinary shares of £0.001 each were issued and fully paid.

9
Parent company

Phoenix Specialty Limited is part of the Acies Management Holdings Limited group of entities.

At the year end the intermediary parent company was Acies Management Holdings Limited, 71 Fenchurch Street, London, United Kingdom, EC3M 4BS, whose company registration number is 11136744 and Financial Conduct Authority FRN number is 830581.

On 29 January 2025 the intermediary parent company changed to Acies Holdings 1 Limited, a fellow group company.

The ultimate parent undertaking is Vector Investment Capital (Holdings) Limited, 71 Fenchurch Street, London, United Kingdom, EC3M 4BS, whose company registration number is 10126196.

There is no ultimate controlling party of Vector Investment Capital (Holdings) Limited.

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