The directors present the strategic report for the year ended 31 December 2025.
2025 was a year of change for the group. In the first quarter revenues held up, despite the continuance of the soft market within the property & casualty sector. On 10 April 2025, our parent company Woodruff Sawyer was acquired by Arthur J. Gallagher & Co. and the operational focus transitioned from growth to retention of key staff and accounts. For the rest of the year, performance was adequate in spite of the loss of staff in the marine and financial lines sectors. On 17 November 2025 the business of the sole subsidiary, Evolin Broking Limited, “hived-up” into Gallagher Specialty and all future revenue from that date ceased, along with directly attributable costs. All accounting balances transferred to Arthur J. Gallagher & Co. on that date leaving the client account (fiduciary) balances and any remaining taxation. Evolin Broking Limited is now in run-off and costs are minimal. The directors expect the client account balances to be at or near zero by 30 June 2026.
The main principal risks and uncertainties facing the group relate to handling the run-off in a controlled and compliant manner, ensuring no loss to client and in accordance with regulatory rules.
In addition, the group retains some exposure to currency risk and considers the following instruments in order to mitigate this risk: forward contracts, interest rate swaps, spot deals and currency swaps. The objective is to minimise exposure to currency risk and optimise the exchange rate over any given financial year.
The directors are of the opinion that the financial position of the company and group is adequate and meets regulatory requirements at the balance sheet date. As the sole subsidiary, Evolin Broking Limited, is in run-off and has effectively ceased trading there are no requirements to develop.
The company and group use a range of financial and non-financial key performance indicators in pursuit of excellence in client service and best business practice. Revenue and expenditure are monitored monthly and compared with both agreed budgets and prior year amounts, and variances are analysed.
At the year end measures were put in place to monitor the run off of Evolin Broking Limited to ensure that it is dealt with in an orderly fashion.
At the reporting date, the group maintained operating bank accounts of £0.716m (2024 £3.988m) and operating debtors of £0.223m (2024 £0.673m). Distributable reserves amounted to £3.290m (2024 £4.031m).
Directors’ statement of compliance with duty to promote success of the group
Under section 172(1) of the Companies Act 2006, the Board has a duty to act in good faith and in a way that would be most likely to promote the success of the group for the benefit of its shareholders whilst having regard to matters set out in S172 (a-f) of the Act:
(a) the likely consequences of any decision in the long term;
(b) the interests of the group's employees;
(c) the need to foster the group's business relationships with suppliers, customers and others;
(d) the impact of the group's operations on the community and the environment;
(e) the desirability of the group maintaining a reputation for high standards of business conduct; and
(f) the need to act fairly as between the group’s shareholders.
To discharge their section 172(1) duties the Board have had regard to the factors set out above and acknowledge that a full understanding of the group’s stakeholders is required to ensure that the Board can make informed decisions which factor in stakeholder interest.
Stakeholder engagement
The Board considers its significant stakeholder groups to be:
(i) Customers and suppliers
The group is a Lloyd’s of London insurance and reinsurance broker. The group’s aim is to connect underwriters (our suppliers) with business insurance clients and their brokers (our customers) to provide a complete insurance solution.
The group is guided by its core values to do the right thing for our customers and employees, and the decisions we take reflect that core principle at all times.
The group provides its business partners with in-depth product and industry expertise. The group is able to address the different requirements of its suppliers and customers flexibly and with the focus on providing the right solution because we have experts and specialists for all customer industries in which we operate. Our experts share their knowledge of market conditions and the specific applications of our policies, thereby creating real added-value for our business partners.
The group’s business partners are vital to ensuring the long-term success of the group. As a group we constantly review our business model with a view to leveraging further potential improvements.
(ii) Employees
Our employees, with their expertise and dedication, play a key role in the group’s success and long-term prospects. A key part of the group’s strategy is to promote employee retention and development at every level. We encourage open dialogue, allowing employees to play a part in shaping the group and foster a change and high-performance culture.
The group is committed to employment policies which follow best practice, based on equal opportunities for all employees irrespective of sex, race, colour, disability or marital status. The group gives full and fair consideration to applications for employment from disabled persons, having regard to their particular aptitudes and abilities.
(iii) Shareholders
The group’s policies and procedures ensure that the Board constantly engages with its major shareholders. Representatives of the major shareholders are actively involved in decisions relating to strategy, operational performance and financial structure and their input is factored into all such decisions.
(iv) The community and environment
The community and environment are an essential part of our growth strategy. A key aspect of this is to reduce the group’s carbon footprint wherever possible. Measures to facilitate this include reducing business travel (within reason).
In addition, the group also supports various local charities by allowing staff paid leave to volunteer.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Other than going concern
During the year, the operations of the sole subsidiary, Evolin Broking Limited, together with the assets and liabilities of the group, were transferred into the UK operations of Arthur J. Gallagher & Co. Subsequent to the transfer the subsidiary, Evolin Broking Limited, ceased to trade. As a result the financial statements have been prepared on a basis other than that of a going concern. There have been no adjustments made to the financial statements as a result of the non-going concern basis of accounting as all assets and liabilities were hived up at their carrying value at the transfer date.
In accordance with the company's articles, a resolution appointing the auditor of the company will be put at a General Meeting.
As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, 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;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Evolin Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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).
Basis for opinion
Emphasis of matter - financial statements prepared on a basis other than going concern
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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 are those which relate to Financial Conduct Authority regulations and those laws and regulations which have a direct impact on the financial statements such as the Companies Act 2006.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, included the following:
the engagement partner ensured the audit team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
discussions with senior management;
identified laws and regulations were communicated within the audit team who remained alert to instances of non-compliance throughout the audit.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including override of controls) and addressed the risk through:
making enquiries of those charged with governance as to their knowledge of actual, suspected and alleged instances of fraud;
considering the internal controls in place to mitigate the risks of fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed our audit procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
reviewing the minutes of meetings of those charged with governance;
reviewing for any transactions undertaken with related parties such as directors;
discussions with management about any known or suspected instances of non-compliance with laws and regulations;
testing of journals;
analytical review to identify unusual transactions;
checking expenses are bona fide transactions of the parent company.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulations. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £36,000 (2024 - £993,895 profit).
Evolin Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Gallagher, The Walbrook Building, 25 Walbrook, London, EC4N 8AW.
The group consists of Evolin Holdings Limited and its subsidiary Evolin Broking Limited.
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.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Evolin Holdings Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
During the year, the operations of the sole subsidiary, Evolin Broking Limited, together with the assets and liabilities of the group, were transferred into the UK operations of Arthur J. Gallagher & Co. Subsequent to the transfer the subsidiary, Evolin Broking Limited, ceased to trade. As a result the financial statements have been prepared on a basis other than that of a going concern. There have been no adjustments made to the financial statements as a result of the non-going concern basis of accounting as all assets and liabilities were hived up at their carrying value at the transfer date.
Group turnover comprises brokerage commission and fee income.
Commission income is recognised on inception of the risk. Fee income is recognised on the basis of services provided. Where there is an expectation of future servicing requirements an element of income relating to the policy is deferred to cover the associated contractual obligation.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, 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.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group after deducting all of its 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 payments 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. Amounts payable are classified as current liabilities if payment is due within one year or less.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’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.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
The directors do not recommend the payment of a final dividend (2024: £Nil).
Details of the company's subsidiaries at 31 December 2025 are as follows:
The investments in subsidiaries are all stated at cost. All subsidiaries are included in the consolidated financial statements.
The Financial Conduct Authority (FCA) have established a set of rules for UK insurance intermediaries to follow when handling Client Money called the Client Assets Sourcebook (CASS 5). CASS 5 requires that Client Money be held in either a statutory or non-statutory trust for the benefit of the related clients and insurers, and as such these monies are not the property of the broker. The monies so held and the related debtors and creditors would not therefore form part of the broker's net assets in the event of a winding-up and would not be available to its general creditors. The company is licensed by the FCA (No. 977718) to act as an insurance intermediary and has elected to hold Client Money in a non-statutory trust.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
As disclosed in the Statement of Changes in Equity the company purchased 12,500 of its own ordinary C shares during the year. An amount equivalent to the nominal value of the cancelled shares of £12,500 has been transferred from retained earnings to a Capital Redemption Reserve.
During the prior year 5,000 ordinary C shares of £1 each were issued and allotted in exchange for EMI options granted under the Enterprise Management Incentive share option plan.
The group has outstanding commitments which are payable by the ultimate parent company under the terms of the hive-up agreement.
During the year the group entered into the following transactions with related parties:
The following amounts were outstanding at the reporting end date:
The following amounts were outstanding at the reporting end date:
Griffiths and Armour is a partnership in which D J Whalley and M Donnelly were partners until 31 December 2025. They were also directors of Evolin Broking Limited until their resignation on 16 December 2024.
In common with many businesses of our size and nature we use our auditor to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements.