ACCOUNTS - Final Accounts

Registered number: 15994285

TOREMIS MGA LIMITED

FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

TOREMIS MGA LIMITED

CONTENTS

	Page
Balance sheet	1
Notes to the financial statements	2 - 6

REGISTERED NUMBER:15994285

TOREMIS MGA LIMITED

BALANCE SHEET

AS AT 31 DECEMBER 2025

		31 December 2025
Note		£

Fixed assets
Investments	4		50,506
Current assets
Debtors: amounts falling due after more than one year	5	69,728
Cash at bank and in hand	6	15,000
		84,728
Creditors: amounts falling due within one year	7	(300,103)
Net current liabilities			(215,375)
Total assets less current liabilities			(164,869)

Net liabilities			(164,869)

Capital and reserves
Called up share capital	8	1
Profit and loss account		(164,870)
Total equity		(164,869)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

N Hull

Director

Date: 10 June 2026

The notes on pages 2 to 6 form part of these financial statements.

Page 1

TOREMIS MGA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

1.	General information

Toremis MGA Limited is a private company limited by shares incorporated in England and Wales. The registered office is c/o Brabners LLP, 100 Barbirolli Square, Manchester, M2 3AB.

The Company was incorporated on 2 October 2024 and commenced trading on that date. The accounts are presented for the period 2 October 2024 to 31 December 2025.

The financial statements are presented in Sterling (£), which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and the Companies Act 2006. 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 following principal accounting policies have been applied:

2.2

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

2.3

Going concern

The financial statements have been prepared on a going concern basis. After making enquiries and considering available information about the future, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved.

2.4

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Profit and loss account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Page 2

TOREMIS MGA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.6

Taxation

Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.7

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.8

Financial instruments

The Company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the Company becomes party to the contractual provisions of the instrument.

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.

The Company’s policies for its major classes of financial assets and financial liabilities are set out below.

Financial assets

Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Page 3

TOREMIS MGA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

Financial instruments (continued)

Financial liabilities

Basic financial liabilities, including trade and other creditors and loans from fellow Group companies 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

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

Impairment of financial assets

Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the Company would receive for the asset if it were to be sold at the reporting date.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

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.

Derecognition of financial assets and financial liabilities

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Employees

The average monthly number of employees, including Directors, during the period was 2.

Page 4

TOREMIS MGA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

4.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost
	Additions	50,506
	At 31 December 2025	50,506

5.	Debtors
		2025
		£

	Due after more than one year
	Amounts owed by Group undertakings	69,728

Amounts owed by Group undertakings are unsecured and incur interest, which is charged and capitalised quarterly, with a termination date of 31 July 2029.

6.	Cash and cash equivalents
		31 December 2025
		£

	Cash at bank and in hand	15,000

7.	Creditors: amounts falling due within one year
		31 December 2025
		£

	Amounts owed to Group undertakings	290,103
	Accruals and deferred income	10,000
		300,103

Amounts owed to Group undertakings are interest free and repayable on demand and unsecured.

Page 5

TOREMIS MGA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

8.	Share capital
		31 December 2025
		£

		Allotted, called up and fully paid

		1 Ordinary share of £1.00	1

On incorporation, 1 Ordinary share of £1 was issued at par and fully paid for cash consideration.

9.	Related party transactions
	The Company has taken advantage of the exemption available in Section 1AC.35 of FRS102 Section 1A whereby it has not disclosed transactions with any wholly owned subsidiary undertaking of the Group.

10.	Controlling party

The ultimate parent company is Legatus Holdings Limited, a company incorporated in England & Wales. The smallest and largest Group in which the results of the Company are consolidated is that headed by Legatus Holdings Limited. These consolidated financial statements are available from its registered office, c/o Brabners LLP, 100 Barbirolli Square, Manchester, M2 3AB.

11.	Auditor's information

The auditor's report on the financial statements for the period ended 31 December 2025 was unqualified.

The audit report was signed on 11 June 2026 by James Rimell (Senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.

Page 6