Company registration number 03967717 (England and Wales)
XBRIDGE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
XBRIDGE LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 7
Directors' responsibilities statement
8
Independent auditor's report
9 - 12
Statement of comprehensive income
13
Statement of financial position
14 - 15
Statement of changes in equity
16
Statement of cash flows
17 - 18
Notes to the financial statements
19 - 44
XBRIDGE LIMITED
COMPANY INFORMATION
Directors
David Kelly
Gregory Toczydlowski
David Summers
Secretary
Marc Anderson
Company number
03967717
Registered office
4th Floor
Hylo
105 Bunhill Row
London
EC1Y 8LZ
Auditor
KPMG LLP
15 Canada Square
London
E14 5GL
XBRIDGE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report of Xbridge Limited ("the Company") for the year ended 31 December 2025.

Principal activities

The Company is the United Kingdom’s leading online insurance broker for small businesses and landlords operating under the brand name of Simply Business. The Company provides easy-to-use online brokering services 24 hours a day for owner-managed businesses and landlords.

The Company enables business owners to compare multiple business insurance quotes in minutes. These quotes are provided by a carefully selected panel of insurers plus our Managing General Agent (MGA) brands.

Review of the business

Customers benefit from seeing fully underwritten quotes which can then immediately be purchased. Revenue has increased by £19.3 million from the previous year as a result of strong performance within new business sales and a growing renewals book. The Company continues to invest in its proprietary technology, sales and customer facing infrastructure enabling the business to evolve rapidly while also providing excellent customer service. Operating profit and subsequent profit before tax have increased due to operating efficiencies.

2025
2024
Change
£'000
£'000
%
Revenue
216,273
197,017
10%
Operating Profit
58,807
45,908
28%
Profit before tax
61,816
49,429
25%
Average number of employees
763
746
2%
Principal risks and uncertainties

The Company’s operations expose it to a variety of financial and non-financial risks.

Competitive

The Company recognises the potential risk posed by new entrants and minimises this through innovation and investment in research and development. As with any online Company, it is reliant upon external parties, internet companies and search engines to acquire customers.

Regulatory

The Company operates in a market regulated by the Financial Conduct Authority ("FCA"). The FCA regularly introduces new and enhanced regulatory requirements. There is a risk that more onerous regulatory obligations could be implemented that the Company would be required to comply with.

Operational

The Company operates in a complex and regulated environment and it is essential to have effective processes and governance as well as effective oversight of operations. The Company has put in place procedures and controls to mitigate known operational risks. These include, among other things, financial crime risk, conduct risk, change management, IT reliability and cyber security.

Financial

Due to the nature of the Company's business, and the assets and liabilities within the balance sheet, the principal financial risks that the directors consider relevant to the company are credit and liquidity risk. The potential effects of credit risk and liquidity risk are presented in notes 15 and 16 . The Directors monitor such risks. The Company does not use derivative financial instruments to manage interest rate costs and, as such, no hedge accounting is applied.

XBRIDGE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Future Developments

The Directors aim to maintain the investment strategies which have resulted in the Company’s substantial growth in recent years. The Company has developed a plan to invest in the Company’s core revenue streams and to expand into, and take advantage of, adjacent commercial opportunities to drive longer-term revenue growth.

XBRIDGE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Section 172 Statement

The B oard of directors (the "Board") of Xbridge Limited consider both individually and together, that they have acted in the way they consider in good faith, would be most likely to promote the success of the Company for the benefit of its shareholder as a whole and in doing so have had regard (amongst other matters) to its employees, customers and suppliers. The paragraphs below set out how the Directors fulfil their duties under the Section 172 requirements.

Consequences of any decision in the long term

The Company has a business plan with a three-year horizon setting out the financial and capital implications of strategic and other business decisions, such as product development and technical advancements. The Board considers the business plan annually and reviews various scenarios throughout the year depending on macro-economic factors.

Interests of the Company Employees

Our employees are fundamental to the delivery of a long-term plan. We aim to be a responsible employer in our approach to the pay and benefits our employees receive. The health, safety and well-being of our employees is a primary consideration in the way that we do business. We undertake bi-annual engagement surveys and continual investment in mentoring, learning and development across all staff members.

Interests of the Company’s Customers, Suppliers and Others

The Company is the United Kingdom’s leading online insurance broker for small businesses and landlords. We understand that every single one of those customers has unique needs. This principle is at the heart of not only our customer service, but also of the processes by which we build our products. We want to create the best product and the best service for the small businesses and landlords we insure – plus, we want it to be a memorable experience that they talk positively about.

The Company does not have a dependency on any particular supplier outside of its group, but deals with a number of large and small enterprises and aims to always pay within 30 days terms and build a long-standing relationship with its suppliers which is beneficial to both parties.

An important stakeholder relationship is that between the Company and its regulator, the FCA. The Directors and the Company’s senior management are committed to working with regulators in an open and transparent way.

Impact of the Company’s operations on the community and the environment

The Board recognises that the long-term success of the C ompany is interlinked with our impact on our stakeholders, including the community and environment. We are heavily involved with our charity partnerships and report on the carbon footprint of the company’s operations.

Maintaining a reputation for high standards of business conduct

As the Board of directors, our intention is to behave with the correct conduct to comply with the regulatory obligations and ensure that management operate s the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours. Need to act fairly as between shareholders The Company has had one shareholder throughout the period, The Travelers Companies, Inc. The risk of acting unfairly between shareholders does not, therefore, arise.

XBRIDGE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
David Kelly
Director
29 May 2026
XBRIDGE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

The directors present their annual report and audited financial statements for the year ended 31 December 2025.

Dividends

The directors authorised the payment of a dividend of £40,000,000 in the year ended 31 December 2025 (2024 £30,000,000).

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

David Kelly
Gregory Toczydlowski
David Summers

Going Concern

The Company’s business activities, together with the factors likely to affect its future developments, are set out in the Principal activity and review of business section.

The Directors have overall approval of the annual budget process and, alongside the Chief Financial Officer, present the budget and long range plan to the Board of Directors for approval.

The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for 12 months from signing the financial statements and thus continue to adopt the going concern basis in preparing the annual financial statements.

Qualifying third party indemnity provisions

The Directors benefited from qualifying third party indemnity provisions in place during the financial year and as at the date of this report.

Financial instruments and risk management

Information on the use of financial instruments by the Company is disclosed in Note 1 and its management of financial risk is disclosed in Note 14.

Research and development

The number of specific projects that fall into R&D criteria for tax purposes has continued to decline in 202 5, while maintaining investment levels in the maintenance and improvement of our in-house systems and concentrating on expanding our partners and further market growth.

Employees

The Company actively encourages all employees to become involved in the Company's affairs and is also keen to encourage two-way communication on relevant business issues. This is achieved through regular meetings, respective surveys and presentations by senior management and is supported by a company-wide communication plan. Employees are key to the Company’s success, so an appropriate remuneration package is offered which rewards an individual’s performance and contribution to the organisation. The Company is also keen to encourage individuals’ personal development to ensure they have the skills required to undertake their role.

The Company’s policy is to offer equal opportunities to all workers for those vacancies that they have the appropriate skills and technical ability to perform. Employees who become disabled during their working life will be retrained, if necessary and wherever practicable, and will be given help with any necessary rehabilitation and training. The Company is prepared to modify procedures or equipment, wherever practicable, so that full use can be made of an individual’s abilities.

XBRIDGE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -

Donations

Charitable donations during the year amounted to £69,680 (2024: £115,295). The donations were made to organisations with charitable purposes. There were no political donations in the period (2024: nil).

Post reporting date events

On 29 th May 202 6, a dividend was declared of £2 5,000,000 to be paid to the immediate and ultimate parent company, The Travelers Companies, Inc.

Future developments

The Directors expect no change in the principal activity of the business.

Auditor

Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and KPMG LLP will therefore continue in office.

Energy and carbon report (unaudited)
2025
2024
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Gas combustion
234,700
111,952
- Electricity purchased
475,872
296,700
710,572
408,652
2025
2024
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
14.50
22.73
- Fuel consumed for owned transport
-
-
14.50
22.73
Scope 2 - indirect emissions
- Electricity purchased
84.20
60.24
Total gross emissions
98.70
82.97
Intensity ratio
Intensity ratio - Total emissions per £m revenue
0.46
0.43
Quantification and reporting methodology

We have referred to HM Government’s guidance on environmental and sustainability reporting as well as guidance provided via the Greenhouse Gas (GHG) Reporting Protocol Initiative. Scope 1 and 2 information on energy use is taken directly from statements provided by our office energy supplier. The calculation used in this report is:

(kWh x emission factor for consumption) + (kWh x emission factor for transmission and distribution)

= total emissions

XBRIDGE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
Energy Management Statement (unaudited)

The employee attendance across both offices has doubled from four days per month to eight. This shift in workplace presence has resulted in a year-on-year increase in our overall emissions.

Additionally, the energy consumption for the London registered office is higher when compared to 2024 levels. This is due to a period of overlap in March 2025 during our transition to a smaller office location..

Statement of disclosure to auditor

Each director in office at the date of approval of this annual report confirms that:

- so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

- the director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

On behalf of the board
David Kelly
Director
29 May 2026
XBRIDGE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -

The directors are responsible for preparing the annual report 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 International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. 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 of the profit or loss of the company for that period. In preparing these financial statements, International Accounting Standard 1 requires that directors:

- properly select and apply accounting policies;

- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

- provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

- make an assessment of the company's ability to continue as a going concern.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

XBRIDGE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF XBRIDGE LIMITED
- 9 -
Opinion

We have audited the financial statements of Xbridge Limited (“the Company”) for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash flows, and related notes, including the accounting policies in note 1.

In our opinion, the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

- have been properly prepared in accordance with UK adopted international accounting standards; 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 are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.

Going concern

The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).

In our evaluation of the directors’ conclusions, we considered the inherent risks to the Company’s business model and analysed how those risks might affect the Company’s financial resources or ability to continue operations over the going concern period.

Our conclusions based on this work:

- we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate;

- we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for the going concern period.

However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue in operation.

XBRIDGE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF XBRIDGE LIMITED (CONTINUED)
- 10 -

Fraud and breaches of laws and regulations - ability to detect

Identifying and responding to risks of material misstatement due to fraud

To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:

- Enquiring of directors, the Risk & Audit Committee, internal audit, legal, and compliance and inspection of policy documentation as to the Company’s high-level policies and procedures to prevent and detect fraud, and the Company’s channel for “whistleblowing”, as well as whether they have knowledge of any actual, suspected or alleged fraud.

- Reading Board of Directors and Risk & Audit Committee minutes.

- Using analytical procedures to identify any unusual or unexpected relationships.

We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.

As required by auditing standards, and taking into account our overall knowledge of the control environment, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries and the risk of bias in accounting estimates. On this audit we do not believe there is a fraud risk related to revenue recognition because we have assessed revenue transactions to be simple in nature and have deemed the determination of the profit share to contain little judgement or complexity.

We did not identify any additional fraud risks.

We also performed procedures including:

- Assess ed the judgements made in making accounting estimates are appropriate; and

- Identifying journal entries and other adjustments to test based on risk criteria and comparing the identified entries to supporting documentation. These included those posted by unauthorized personnel, those posted to infrequent accounts, those containing unusual descriptions, those posted with balances less than £1000, those posted with unusual account combinations, and those that do not balance.

XBRIDGE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF XBRIDGE LIMITED (CONTINUED)
- 11 -

Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations

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, through discussion with the directors and other management (as required by auditing standards) and have discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations.

As the Company is regulated, our assessment of risks involved gaining an understanding of the control environment including the entity’s procedures for complying with regulatory requirements.

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

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related Companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the Company is subject to many other laws and regulations where the consequence of non- compliance could have a material effect on amounts or disclosures in the financial statements, such as through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: regulatory compliance and certain aspects of company legislation recognising the nature of the Company’s activities and its legal form.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

Context of the ability of the audit to detect fraud or breaches of law or regulation

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 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.

In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non- compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

Strategic report and directors' report

The directors are responsible for the strategic report and the directors’ report. Our opinion on the financial statements does not cover those reports and we do not express an audit opinion thereon.

Our responsibility is to read the strategic report and the directors’ report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:

- we have not identified material misstatements in the strategic report and the directors’ report;

- in our opinion the information given in those reports for the financial year is consistent with the financial statements; and

- in our opinion those reports have been prepared in accordance with the Companies Act 2006.

XBRIDGE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF XBRIDGE LIMITED (CONTINUED)
- 12 -
Matters on which we are required to report by exception

Under the Companies Act 2006, we are required to report to you if, in our opinion:

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the 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.

We have nothing to report in these respects.

Responsibilities of directors

As explained more fully in their statement set out on page 8, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the 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 they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.

The purpose of our audit work and to whom we owe our responsibilities

Niyati Khanna (Senior Statutory Auditor)
For and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London
E14 5GL
29 May 2026
XBRIDGE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
2025
2024
Notes
£'000
£'000
Revenue
3
216,273
197,017
Cost of sales
(43,926)
(44,178)
Gross profit
172,347
152,839
Administrative expenses
4
(113,540)
(106,931)
Operating profit
58,807
45,908
Finance income
8
3,713
3,976
Finance costs
9
(704)
(455)
Profit before taxation
61,816
49,429
Income tax expense
10
(15,425)
(12,886)
Profit and total comprehensive income for the year
46,391
36,543

The notes on pages 19 to 44 form part of these financial statements.

XBRIDGE LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 14 -
31 December
31 December
2025
2024
(restated*)
Notes
£'000
£'000
Non-current assets
Intangible assets
12
7,236
6,807
Property, plant and equipment
13
4,456
3,478
Right-of-use assets
13
11,472
11,867
Deferred tax asset*
11
1,469
2,242
Total Non-Current assets
24,633
24,394
Current assets
Contract assets
23
24,165
15,844
Trade and other receivables
18
26,452
30,004
Cash and cash equivalents
19
81,857
81,413
Total Current assets
132,474
127,261
Current liabilities
Trade and other payables*
20
64,440
63,229
Refund liabilities
23
8,680
8,323
Current tax liabilities
20
4,073
6,437
Lease liabilities
21
1,967
483
Provisions
22
819
837
Total Current liabilities
79,979
79,309
Net current assets
52,495
47,952
Non-current liabilities
Trade and other payables*
20
3,734
4,582
Lease liabilities
21
11,508
12,269
Total Non-current liabilities
15,242
16,851
Net assets
61,886
55,495
Equity
Called up share capital
27
2
2
Share premium account
28
23,555
23,555
Retained earnings
38,329
31,938
Total equity
61,886
55,495
*For more information on the restatement, please see note 29.

The notes on pages 19 to 44 form part of these financial statements.

XBRIDGE LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
- 15 -
The financial statements were approved by the board of directors and authorised for issue on 29 May 2026 and are signed on its behalf by:
David Kelly
Director
Company registration number 03967717 (England and Wales)
XBRIDGE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
Share capital
Share premium account
Retained earnings
Total
£'000
£'000
£'000
£'000
Balance at 1 January 2024
2
23,555
25,395
48,952
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
36,543
36,543
Transactions with owners:
Dividends
-
-
(30,000)
(30,000)
Balance at 31 December 2024
2
23,555
31,938
55,495
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
46,391
46,391
Transactions with owners:
Dividends
-
-
(40,000)
(40,000)
Balance at 31 December 2025
2
23,555
38,329
61,886

The notes on pages 19 to 44 form part of these financial statements.

XBRIDGE LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
2025
2024
(restated*)
Notes
£'000
£'000
Profit before tax from continuing operations
61,816
49,429
Add/(Deduct) Adjustments for:
Other finance costs*
9
649
397
Finance Income
8
(3,713)
(3,976)
Amortisation and impairment of intangible assets*
12
3,606
1,675
Depreciation of property, plant and equipment*
13
1,518
1,199
Depreciation of right of use assets
13
1,751
2,244
Changes in working capital:
Decrease/(increase) in trade and other receivables
18
3,552
(3,674)
Increase in trade and other payables
20
363
4,914
(Increase) in Contract Assets
23
(8,322)
(5,554)
Increase/(decrease) in refund liabilities
23
357
(1,492)
(Decrease) in Provisions
22
(18)
(120)
Cash generated from operations
61,559
45,042
Cash flows from operating activities
Cash generated from operations
61,559
45,042
Income taxes paid*
10
(17,016)
(6,466)
Net cash inflow from operating activities
44,543
38,576
Investing activities
Purchase of intangible assets
12
(4,036)
(4,270)
Purchase of property, plant and equipment*
(2,835)
(2,025)
Interest received*
3,713
3,976
Net cash used in investing activities
(3,158)
(2,319)
Financing activities
Payment of lease liabilities
21
(941)
(2,084)
Dividends paid
(40,000)
(30,000)
Net cash used in financing activities
(40,941)
(32,084)
Net increase in cash and cash equivalents
444
4,173
Cash and cash equivalents at beginning of year
81,413
77,240
Cash and cash equivalents at end of year
81,857
81,413
XBRIDGE LIMITED
STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -

The notes on pages 19 to 44 form part of these financial statements.

*For more information on the restatement please see note 29.
XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
1
Accounting policies
Company information

Xbridge Limited (the "Company") is a private company limited by shares incorporated in England and Wales. The registered office is 4th Floor, Hylo, 105 Bunhill Row, London, EC1Y 8LZ.

The principal activity of the Company is to act as an online insurance broker for small businesses, operating under the brand name of Simply Business. Simply Business is a non-exclusive agent for issuing small business and landlord policies.

1.1
Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The Directors have overall approval of the annual budget process, and alongside the Chief Financial Officer, present the budget and long-range plan to the board for approval.

The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for 12 months from signing the financial statements and thus continue to adopt the going concern basis in preparing the annual financial statements.

The financial statements are presented in GBP sterling (£), which is also the Company’s presentational and functional currency. The exception is Note 24 which is presented in USD. Amounts presented are rounded to the nearest thousand, unless stated otherwise.

The following are the significant accounting policies applied by the Company in preparing its financial statements:

1.2
Revenue

Revenue recognition

The Company applies IFRS 15 where revenue is measured based on the consideration to which the Company expects to be entitled in a contract with a customer (net of refunds) and excludes amounts collected on behalf of third parties e.g. premium collected on behalf of a panel insurer. The Company recognises revenue when it meets its performance obligations of placing and binding policies.

Revenue includes commission which relates mainly to placement or underwriting of policies on behalf of insurers or policyholders and is recognised when the policy placement has been completed and confirmed. The Company retains a portion of the policy premiums as commission. Premiums are typically collected on an annual basis, at or near contract inception (which could be up to 30 days from contract inception). In some cases, customers are offered the option to pay in instalments via a third-party premium credit provider.

Profit commission

Profit commission is recognised in the period in which the business has been written with an insurer. The amount is estimated on an insurer-by-insurer basis, based on contractual terms and loss ratio information provided from insurers.

XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -
1.3
Intangible assets

Research and development expenditures

Research expenditures are expensed as incurred.

Development expenditures, on an individual project, are recognised as an intangible asset when the Company can demonstrate:

- The technical feasibility of completing the intangible asset so that it will be available for use or sale

- Its intention to complete and its ability to use or sell the asset

- How the asset will generate future economic benefits

- The availability of resources to complete the asset

- The ability to measure reliably the expenditure during development

Development expenditure s that do not meet the above criteria are expensed.

Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. The asset is amortised over the period of expected future benefit. During the development period, the asset is tested for impairment annually by reviewing future economic viability.

Intangibles

Intangibles include computer software and are stated at cost, net of accumulated amortisation and accumulated impairment losses, where applicable. Amortisation is calculated on a straight-line basis over 3 years, being the estimated useful lives of the assets.

1.4
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives as follows:

Leasehold improvements
10 years
Fixtures and fittings
5 years
Plant and machinery
3 years

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 income statement.

1.5
Impairment of tangible and intangible assets

Assets that are subject to amortisation or depreciation are reviewed for impairment at each statement of financial position date or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. Any impairment charges arising from the review of the carrying value of intangible assets are, where material, disclosed separately on the face of the statement of profit or loss.

XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 21 -
1.6
Financial assets

The Company’s financial assets include cash and cash equivalents, and trade and other receivables. The Company determines the classification of its financial assets at initial recognition.

Receivables

Receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Receivables (including trade and other receivables) are initially recognised at the amount contractually due at the date of sale (i.e., the fair value at the transaction date) and subsequently recognised at amortised costs, less appropriate allowances for credit losses.

Cash and cash equivalents

Cash and cash equivalents comprises cash at banks and restricted cash held on behalf of insurers.

1.7
Financial liabilities

The Company’s financial liabilities include trade and other liabilities. The Company determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value and subsequently recognised at amortised cost, using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant time period.

1.8
Taxation

The tax expense represents the sum of the current and deferred tax payable.

Current tax

The current tax payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date. Any current income tax would be recognised within the statement of profit or loss, except where they relate to items that are recognised directly in equity.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 22 -
1.9
Provisions

Provisions are recognised when the Company has a legal or constructive present obligation as a result of a past event and it is probable that the Company will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

1.10
Employee benefits

Pension costs

The Company sponsors a defined contribution pension scheme. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity.

The Company has no legal or constructive obligations to pay further contributions. The costs of the Company’s defined contribution pension schemes are charged to the profit or loss in the period in which they fall due.

1.11
Share-based payments

Share awards have been offered to certain Company employees by The Travelers Companies, Inc., the ultimate parent company. The cost of these awards has been charged to the Company and is spread over the vesting period of the awards. The Company also operates a Sharesave scheme for eligible UK based employees under which the Board may grant options in the common stocks of The Travelers Companies, Inc. with a fixed exercise price equivalent to 80% of the stocks market price for the day prior to invitation to purchase shares.

1.12
Leases
As lessee

The Company enters into lease agreements for property that is primarily used for office space in the ordinary course of business. Leases have been accounted for under IFRS 16 and therefore a right-of-use asset and corresponding lease liability are reported.

The right-o f-u se asset is initially measured at cost, which is comprised of the amount of the initial measurement of the lease liability, plus any lease payments made to the lessor at or before the commencement date less any lease incentives received, the initial estimate of restoration costs, and any initial direct costs incurred by the Company. The right-of-use asset is depreciated using the straight-line method from the commencement of the lease to the earlier of the end of the useful life or the end of lease term. The lease liability is initially measured at the present value of the lease payments that are not yet paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental secured borrowing rate commensurate with the term of the underlying lease. Interest expense is recognised on the lease liability as the liability accretes to nominal value.

Leases require the remeasurement of the lease liability upon the occurrence of certain events (e.g., a change in the lease term, a change in future lease payments resulting from a change in the interest rate used to determine those payments.) The Company recognises the amount of remeasurement of the lease liability as an adjustment to the right-of-use asset. The Company’s leases include an option to extend or renew the lease term. The exercise of the renewal option is at the Company's discretion. The lease liability includes lease payments related to options to extend or renew the lease term if the Company is reasonably certain of exercising those options.

XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 23 -

The Company has elected to exclude low-value leases and short-term leases. The same discount rate has been used for existing leases in the portfolio.

In 2024, the C ompany introduced a new car scheme, whereby employees can lease a new car. The cars have a minimum term of 3 years, and meet the other requirements of IFRS 16. They have, therefore, been recognised as a right- of-use asset and corresponding lease liability.

1.13
Foreign exchange

Transactions in foreign currencies are translated into the respective foreign currencies at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date.

1.14

Interest Income

Interest income from financial asset s are recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a timely basis, by reference to the outstanding principal and the applicable interest rate.

1.15

Contract assets and liabilities

Contract assets and liabilities represent the Company’s right to consideration in exchange for services rendered to customers; or work completed but not invoiced at the reporting date; or when that right is conditioned on something other than the passage of time (for example, the performance of the related contracts, or losses thereon). Under IFRS 15, the Company has recognised profit share commissions as contract assets or liabilities as the consideration is dependant on loss ratios of the book of business.

1.16

Refund liabilities

Refund liabilities are recognised for insurance products incepted during the current year but expected to be cancelled in the following year. Under IFRS 15, a refund liability is recognised and presented separately. The refund liabilities are estimated based on current sales levels and historical insurance policy cancellation trend, considering current cancellation terms for all insurance products sold.

2
Critical accounting estimates and judgements

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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Critical judgements
Profit share commission

The profit share commission debtor is estimated on an insurer-by-insurer basis based on cashflows and management’s judgements on how the loss ratios of the book of business are expected to develop. In future periods such judgement may change as new information becomes available.

XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Critical accounting estimates and judgements
(Continued)
- 24 -
Provisions

The Company has recognised provisions for the estimated cost of returning leased properties to their original state. Management believes that the provisions made are adequate, but as these estimates are based upon information available at the reporting date, they are subject to change as further information becomes available.

Development costs

Development costs are capitalised in accordance with the accounting policy in Note 1.3. Initial capitalisation of costs is based on management’s judgement that technological and economic feasibility is confirmed, usually when a product development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalised, management makes assumptions regarding the expected future cash generation of the project. At 31 December 2025, the carrying amount of capitalised development costs was £7,236k (2024 :£6,807k).

Refund liabilities

The Company has recognised a clawback provision within refund liabilities for expected cancellation of insurance products. Assumptions used to calculate the refund liability are based on past experiences around current sales levels and current information available about cancellations based on the cancellation terms for all insurance products sold.

3
Revenue
2025
2024
£'000
£'000
Revenue analysed by class of business
Commissions and fees
169,305
157,620
Other revenue
46,968
39,397
216,273
197,017
All of our revenue is earned from activities within the UK.
4
Administrative expenses
2025
2024
£'000
£'000
Foreign exchange losses
43
220
Depreciation (note 13)
1,518
1,199
Depreciation on right of use assets (note 13)
1,751
2,244
Amortisation (note 12)
2,348
1,675
Employee costs (note 5)
64,137
62,625
Marketing costs
27,890
27,265
Other administrative expenses
15,853
11,703
113,540
106,931
XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Administrative
585
574
Technical
178
172
Total
763
746

Their aggregate remuneration comprised:

2025
2024
£'000
£'000
Wages and salaries
56,025
55,293
Social security costs
6,098
5,309
Pension costs
2,014
2,023
64,137
62,625

Pension costs of £2,014k (2024 : £2,023k) relate to a defined contribution pension scheme that is operated by the Company. Pension contributions owed to the scheme at the balance sheet date amounted to nil (202 4: £15 k) .

6
Key Management Personnel & Directors Remuneration
2025
2024
£'000
£'000
Short-term employee benefits
5,339
5,922
Post-employment pension and medical benefits
24
58
_____
_____
5,363
5,980
A number of Key Management Personnel received share-based payments during the year, please see note 24 for further information.
The below figures relating to the highest paid director, are included within the total £5,363k above.
2025
2024
£'000
£'000
Aggregate Directors Emoluments for the highest paid director
1,406
1,460
2025
2024
£'000
£'000
Aggregate Directors Emoluments in respect of qualifying services
1,486
1,530
XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
6
Key Management Personnel & Directors Remuneration
(Continued)
- 26 -

No Directors received share options in respect of qualifying services (202 4: None). One Director, including the highest paid director, exercised during the year share options received in respect of qualifying services (202 4: One Director). No Directors forfeited their share options (202 4: None). See Note 24 for details of share options outstanding at the year end. During the year, no Directors received any compensation for loss of office (202 4: £nil).

7
Auditor's remuneration
2025
2024
Fees payable to the Company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the company
222
212
8
Finance Income
2025
2024
£'000
£'000
Interest income
Bank interest
3,713
3,976
9
Finance costs
2025
2024
£'000
£'000
Interest on lease liabilities
640
256
Discount charge - Dilapidations
64
199
Total interest expense
704
455
10
Income tax expense
2025
2024
£'000
£'000
Current tax
UK corporation tax on profits for the current period
15,147
12,843
Adjustments in respect of prior periods
(495)
26
Total UK current tax
14,652
12,869
XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Income tax expense
2025
2024
£'000
£'000
(Continued)
- 27 -
Deferred tax
Adjustments in respect of prior years
250
1
Current year movement
523
16
773
17
Total tax charge
15,425
12,886

The charge for the year can be reconciled to the profit per the income statement as follows:

2025
2024
£'000
£'000
Profit before taxation
61,816
49,429
Expected tax charge
15,454
12,357
Effect of expenses not deductible in determining taxable profit
244
589
Adjustment in respect of prior years
(245)
27
Adjustments in respect of current year
-
0
49
Share options
(29)
(136)
Tax rate changes
1
-
0
Taxation charge for the year
15,425
12,886

The tax assessed for the period is different to the average standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained above.

11
Deferred taxation
2025
2024
£'000
£'000
Fixed asset timing differences
333
572
Research and Development
-
1
Temporary timing differences
1,295
1,893
Intangible Assets - R&D
(159)
(224)
Deferred tax balances
1,469
2,242
XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
11
Deferred taxation
(Continued)
- 28 -

The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon during the current and prior reporting period.

Prior year adjustment
Deferred tax credit
Total
£'000
£'000
£'000
Asset at 1 January 2024
2,225
-
0
2,225
Deferred tax movements in prior year
Credit/(charge) to profit or loss
-
16
16
Prior year adjustment
1
-
1
Asset at 1 January 2025
2,226
16
2,242
Deferred tax movements in current year
Credit/(charge) to profit or loss
-
(523)
(523)
Prior year adjustment
(250)
-
(250)
Asset at 31 December 2025
1,976
(507)
1,469

The main rate of corporation tax for the year ended 31 December 202 5 is 25% (202 4: 25%).

The Organisation for Economic Cooperation and Development (OECD) has developed guidance known as base erosion and profit shifting (BEPS) as part of its initiative to address corporate tax planning strategies used by some multinationals to shift profits from higher-tax jurisdictions to lower tax - jurisdictions or no-tax locations. This guidance generally imposes rules with a global minimum tax of 15% which was effective in 202 5 in the UK.

The Company does not expect to be subject to any minimum top up taxes in respect of these rules in 202 5.

12
Intangible assets
Development costs
£'000
Cost
At 1 January 2024
14,661
Additions
4,270
Other movements
(95)
At 31 December 2024
18,836
Additions
4,036
Other movements
(1,415)
At 31 December 2025
21,456
XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
12
Intangible assets
Development costs
£'000
(Continued)
- 29 -
Amortisation and impairment
At 1 January 2024
10,354
Charge for the year
1,675
At 31 December 2024
12,029
Charge for the year
2,348
Impairment loss
(157)
At 31 December 2025
14,220
Carrying amount
At 31 December 2025
7,236
At 31 December 2024
6,807

More information on impairment movements in the year is provided in Note 1.

Development costs which are eligible for capitalisation are amortised over the period in which the Company is expected to benefit. The benefit period has been assessed as three years. Amortisation commences in the period of capitalisation. Development costs which are not eligible for capitalisation have been expensed and are recognised as administrative expenses.

13
Property, plant and equipment
Leasehold improvements
Fixtures and fittings
Plant and machinery
Total
£'000
£'000
£'000
£'000
Cost
At 1 January 2024
21,141
532
2,961
24,634
Additions - right of use assets
10,204
-
-
10,204
Additions - owned assets
1,440
75
510
2,025
Disposals
(6,455)
-
0
(17)
(6,472)
At 31 December 2024
26,330
607
3,454
30,391
Additions - owned assets
1,925
40
935
2,900
Additions - right of use assets
1,016
-
-
1,016
Disposals
(635)
-
0
(1)
(636)
At 31 December 2025
28,636
647
4,388
33,671
XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
13
Property, plant and equipment
Leasehold improvements
Fixtures and fittings
Plant and machinery
Total
£'000
£'000
£'000
£'000
(Continued)
- 30 -
Depreciation
At 1 January 2024
11,081
511
2,079
13,671
Charge for the year
548
23
628
1,199
Charge for the year ROU assets
2,244
-
0
-
0
2,244
Disposals
(2,085)
-
0
17
(2,068)
At 31 December 2024
11,788
534
2,724
15,046
Charge for the year
923
21
574
1,518
Charge for the year ROU assets
1,751
-
0
-
0
1,751
Disposals
(571)
-
0
-
0
(571)
At 31 December 2025
13,891
555
3,298
17,744
Carrying amount analysed between owned assets and right-of-use assets
At 31 December 2025
Owned assets
3,310
92
1,054
4,456
Right-of-use assets
11,472
-
-
11,472
14,782
92
1,054
15,928
At 31 December 2024
Owned assets
2,675
73
730
3,478
Right-of-use assets
11,867
-
-
11,867
14,542
73
730
15,345
XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
13
Property, plant and equipment
(Continued)
- 31 -

Property, plant and equipment includes right-of-use assets, as follows:

Land and buildings
£'000
Net carrying value at 1 January 2024
Additions
10,204
Disposals
(6,455)
Depreciation charge
(2,244)
Other movements
10,362
Net carrying value at 31 December 2024
11,867
Additions
1,016
Disposals
(82)
Depreciation charge
(1,751)
Impairment charge less reversals
18
Other movements
404
Net carrying value at 31 December 2025
11,472

During 202 5, the C ompany recognised additions to right-of-use assets related to leased properties that do not meet the definition of investment property of £0k (2024: £10,002k).

XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 32 -
14
Financial risk management (restatement*)
The Company is exposed to credit and liquidity risk arising from the financial instruments it holds. The risk management policies employed by the Company to manage these risks are discussed below:
Assets as per statement of financial position
2025
2024
£'000
£'000
Trade and other receivables - current
26,452
30,004
Contract asset - current
24,165
15,844
Cash and cash equivalents - current
81,857
81,413
132,474
127,261
Liabilities as per statement of financial position
2025
2024
(restated*)
£'000
£'000
Trade and other payables - current*
(68,513)
(69,666)
(68,513)
(69,666)
*for more information on the restatement, please see note 29.
15
Credit risk

Credit risk is the risk that a counterparty will be unable to meet a commitment that it has entered into with the Company. Concentrations of credit risk occur when the Company contracts with a limited number of counterparties or when changes in economic, industry or geographic factors affect counterparties whose aggregate credit exposure is significant in relation to the Company’s total credit exposure.

Concentrations of credit risk exist to the extent that at 31 December 202 5 cash and cash equivalents were placed with one financial institution with a credit rating according to Moody’s of A3.

No trade and other receivables were past their due date at the balance sheet date. Given the number and nature of customers, the Company has credit risk if customers fail to pay the Company. While the Company has the obligation to pay insurers regardless of whether the customer has paid its premium to the Company, the resulting credit risk is mitigated by the Company’s ability to cancel coverage if the customer fails to timely pay its premium.

XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 33 -
16
Liquidity risk (restatement*)

Liquidity risk is the risk that the Company will encounter difficulty in timely meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The Company has procedures, with the object of minimising such losses, such as maintaining sufficient cash and other highly liquid current assets to enable liabilities to be settled when they are contractually due.

The following tables detail the Company’s remaining contractual maturities for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

Less than 3 months
Between 3-12 months
Between 1-10 years
Total
£'000
£'000
£'000
£'000
At 31 December 2024
Trade and other payables*
(55,110)
(14,557)
(4,582)
(74,249)
Trade and other receivables
16,195
13,338
471
30,004
At 31 December 2025
Trade and other payables
(52,441)
(16,073)
(3,734)
(72,248)
Trade and other receivables
15,413
10,861
178
26,452
*For more information on the restatement, please see note 29
Liquidity risk management

The Company is using a combination of cash inflows from the financial assets and the available bank facilities to manage liquidity.

17
Capital risk management

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of its equity balance. The Company reviews and monitors its capital structure on a regular basis to ensure its objectives are met.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares, or sell assets.

The Company is not subject to any externally imposed capital requirements.

2025
2024
£'000
£'000
Issued capital
2
2
Share Premium
23,555
23,555
Retained earnings
38,329
31,938
61,886
55,495
XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 34 -
18
Trade and other receivables
2025
2024
£'000
£'000
Trade receivables
1,104
834
Amounts owed by fellow group undertakings
3,408
3,874
Other receivables
142
1,111
Accrued income and prepayments
21,798
24,185
26,452
30,004

The fair values of trade and other receivables due within one year approximate their carrying amounts as presented above. All of the assets are current assets.

19
Cash and Cash equivalents
Restricted cash is cash that is held on behalf of insurers.
2025
2024
£'000
£'000
Current account
36,216
40,063
Restricted cash
45,641
41,350
81,857
81,413
20
Trade and other payables (restated*)
Current
Non-current
2025
2024*
2025
2024*
£'000
£'000
£'000
£'000
Trade payables
1,554
51
-
0
-
0
Amounts owed to fellow group undertakings
9,311
8,064
-
-
Accruals*
17,973
20,007
3,734
4,582
Social security and other taxation
2,843
3,215
-
0
-
0
Monies due to insurers
32,402
31,417
-
-
Other payables
357
475
-
-
Corporation tax liability
4,073
6,437
-
-
68,513
69,666
3,734
4,582
XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
20
Trade and other payables (restated*)
(Continued)
- 35 -

*For more details on the restatement please see note 29.

The fair values of trade and other payables due within one year is approximate to their carrying amounts as presented. The presentation of certain items in the 2024 comparative Statement of Financial Position has been revised to reflect their contractual maturity, resulting in a reclassification from current to non‑current. These changes are presentational only and do not impact total assets, total liabilities, or equity. This provides comparability between the current and prior year amounts.

Included in accruals is the estimated amounts payable under the Company's Long-Term Incentive Plan (LTIP), which was established by the Company and administered by employees of the Travelers group. Under this plan, eligible employees are granted cash awards, payable in three equal instalments, contingent upon the consolidated financial results of the Company during the relevant performance period. The estimated cost of these awards is accrued over the service period and is reported as part of administrative expenses in the Company's Profit and Loss statement.

As of 31st December 2025, the combined liability for these awards is reflected on the balance sheet as a current liability of £2,174k and a non-current liability of £3,734k. For the year ended 31 December 2024, the corresponding current liability was £2,291k and the non-current liability was £4,582k.

21
Lease liabilities
Maturity analysis of lease payments

The maturity of the gross contractual undiscounted cash flows due on the Company’s lease liabilities is set out below based on the period between 31 December and the contractual maturity date, with the present value adjustment being £3,819k (202 4: £3,458k ):

2025
2024
£'000
£'000
Within one year
(1,967)
(853)
In one to five years
(5,901)
(7,959)
In over five years
(8,383)
(7,061)
Total
(16,251)
(15,873)
Future finance charges and other adjustments
3,819
3,458
Lease liabilities (buildings only) in the financial statements
(12,432)
(12,415)

Lease terms

The Company leases properties used for its operations in the UK. Lease terms are 5-10 years, with options to terminate the lease early after the first 5 years for both London and Northampton leases. Rentals are fixed with rent reviews 5 years after inception of the lease. All property leases are subject to repair and maintenance terms and must be restored to their original conditions on termination of the lease. In March 2024 the Company moved from the offices in SOL house (Northampton) to NCC 900 in Northampton and in March 2025 the registered office in London changed from Gresham Street to Hylo, Bunhill Row.

Terms on specific property leases also include:

- Rent free periods - on all property leases ranging from 3 months to 18 month periods.

XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
21
Lease liabilities
(Continued)
- 36 -

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2025
2024
£'000
£'000
Current liabilities
1,967
483
Non-current liabilities
11,508
12,269
13,475
12,752
22
Provisions for liabilities
2025
2024
£'000
£'000
Save As You Earn provision
215
260
Dilapidation provision
604
577
819
837
All of the provisions are shown as current liabilities on the face of the Statement of Financial Position.
Movements on provisions:
Save As You Earn provision
Dilapidation provision
Total
£'000
£'000
£'000
At 31 December 2024
260
577
837
Additional provisions in the year
87
-
87
Utilisation of provision
(132)
-
(132)
Dilapidations discount charge
-
27
27
At 31 December 2025
215
604
819

Dilapidation provision

A provision has been recognised for costs associated with returning a premise occupied by the Company currently under an operating lease to their original state upon vacating the premise. This provision has been calculated by determining the costs associated with returning the premises back to its original state, discounted over the term of the lease, using a Weighted Average Cost of Capital as the discount rate, less the release of any actual expenditure incurred. The timing of this is dependant on the remaining length of the lease.

XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
22
Provisions for liabilities
(Continued)
- 37 -

Save as you earn provision

A provision has been recognised for the future cost associated with employees of the Company participating in the Save As You Earn scheme operated by the parent c ompany, The Travelers Companies, Inc. representing the discounted share price offered to employees at the end of each term, which is five years from Inception. This provision has been calculated by determining the total contributions from employees reduced for the estimated percentage of employees, who will not complete the required contribution term.

23
Assets and Liabilities relating to contracts with customers
Balances relating to contracts in progress
2025
2024
£'000
£'000
Refund liabilities
(8,680)
(8,323)
Contract assets
24,165
15,844
Refund liabilities include the following:
2025
2024
£'000
£'000
Dual insurance provision
(723)
(637)
Clawback provision
(7,957)
(7,686)
(8,680)
(8,323)
Contract assets include the following:
2025
2024
£'000
£'000
Profit share commission
24,165
15,844
24,165
15,844
XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
23
Assets and Liabilities relating to contracts with customers
(Continued)
- 38 -

Dual insurance provision

During the year 202 5, as with the prior year, a small number of customers who may have purchased more than one policy for the same cover were identified. At the year end, a prudent approach was taken and a provision for the full amount of the related commission was recognised £723 k (202 4: £637 k).

Clawback provision

Refund liabilities are recognised for expected cancellation of insurance products incepted during the current year but estimated to be cancelled in the following year, based on past experience of the level of policy cancellations. Under IFRS 15, a refund liability is recognised and presented separately. Assumptions used to calculate the refund liability are based on current sales levels and current information available about cancellations based on the cancellation terms for all insurance policies sold.

Contract Assets- Profit share

Contract assets relate to profit share commission. The profit share commission receivable or payable is estimated on an insurer-by-insurer basis based on cashflows and how the loss ratios of the book will develop. In future periods such judgement may change as new information becomes available.

Movements in the period
2025
2024
Profit Share
Refund liabilities
Profit Share
Refund liabilities
£'000
£'000
£'000
£'000
Opening balance
15,844
8,323
10,290
9,815
Movements during the year
18,140
-
17,614
-
Amounts used during the year
-
(45)
-
(2,074)
Collections during the year
(9,819)
-
(12,060)
-
Additions during the year
-
402
-
582
Closing balance
24,165
8,680
15,844
8,323
XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 39 -
24
Share-based payments
Certain employees are awarded share-based compensation awards under The Travelers Companies, Inc. Amended and Restated 2023 Stock Incentive Plan. The below share based payments are paid in USD ($). For the purposes of this note, the payments are disclosed in USD, unless otherwise stated.
Restricted Stock Units (“RSUs”)
The RSUs vest over 36 months to 60 months from the grant date, provided the awardee remains an employee of the Company. This is an equity-settled scheme and the fair value of each RSU is the market price of The Travelers Companies, Inc.'s stock on the grant date. The cost of these awards have been recharged to the Company in the year and amounted to £903k (2024: £835k). The tax is withheld on vesting and paid over to HMRC via the payroll.
Movements during the year
The following table illustrates the number and weighted average grant date fair value (WAGDFV) of, and movements in, RSUs during the year:
2025
2025
2024
2024
Number
WAGDFV ($)
Number
WAGDFV ($)
Outstanding at 1 January 2025
18,107
160.91
19,287
154.02
Granted in the period
9,149
258.01
5,233
213.01
Forfeited in the period
(2,535)
208.70
(1,563)
164.42
Exercised in the period
(4,994)
172.50
(4,850)
188.62
Expired in the period
-
0
-
0
-
-
0
Outstanding at 31 December 2025
19,727
196.87
18,107
160.91
Performance Shares
The performance Shares vest over 36 months from the grant date, provided the awardee remains an employee of the Company. The Performance Shares attract dividends which are reinvested. The percentage of Performance Shares vesting is based on a scaled performance period return on equity as defined in the underlying agreement. This is an equity settled scheme and the fair value of each Performance Share is the market price of The Travelers Companies, Inc.'s stock on the grant date. The cost of these awards have been charged to the Company in the year and amounted to £26k (2024: £10k). The tax is withheld on vesting and paid over to HMRC via the payroll.
2025
2025
2024
2024
Number
WAGDFV ($)
Number
WAGDFV ($)
Outstanding at 1 January 2025
244
185.14
710
158.73
Granted in the period
-
-
296
139.83
Forfeited in the period
-
-
(48)
189.01
Exercised in the period
-
-
(714)
139.83
Dividend equivalent issued during the year
5
189.01
-
-
Outstanding at 31 December 2025
249
185.19
244
185.14
XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
24
Share-based payments
(Continued)
- 40 -
Stock options
The holders of vested options are entitled to purchase shares at the market price of the shares at grant date. The fair value of the option award is estimated on the date of the grant by application of a variation of the Black-Scholes option pricing model. The cost of these awards have been charged to the Company in the year and amounted to £12k (2024: £14k). The key terms and conditions related to the grants under this plan are as follows; (all options are equity settled).
There were 1,116 stock options granted on 7th February 2023. The vesting conditions are 3 years from grant date, and the contractual life is 10 years.
2025
2025
2024
2024
Number
WAGDFV ($)
Number
WAGDFV ($)
Outstanding at 1 January 2025
929
189.09
10,371
140.89
Granted in the period
-
-
-
-
Forfeited in the period
-
-
(187)
189.01
Intercompany Transfer
-
-
-
-
Exercised in the period
-
-
(9,255)
135.08
Outstanding at 31 December 2025
929
189.09
929
189.09
Exercisable at 31 December 2025
-
-
-
-
Sharesave scheme
Under the Sharesave scheme, options are granted to the Company's employees for shares in The Travelers Companies, Inc. Options are granted with a fixed exercise price equal to 80% of the market price of shares for the day prior to invitation, which is 30 days prior to the grant date. Employees pay a fixed amount from salary into a savings account each month for five years. At the end of the savings period employees have six months in which to exercise their options using the funds saved, including interest earned. If employees decide not to exercise their options they may withdraw the funds saved and the options expire. Exercise of options is subject to continued employment within the Company.
XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
24
Share-based payments
(Continued)
- 41 -
The following table provides a summary of the range of exercise prices for the stock options outstanding as at:
31 December 2025
Outstanding
Exercisable
Number outstanding
Weighted average remaining contractual life (years)
Weighted average exercise price $
Number exercisable
Weighted average exercise price
Between $180 and $210
8,160
7.90
186.74
929
189.01
Between $210 and $240
4,053
1.20
213.01
-
-
Between $240 and $280
8,692
2.20
258.75
-
-
20,905
4.23
221.77
929
189.01
At 31 December 2024
Outstanding
Exercisable
Number outstanding
Weighted average remaining contractual life (years)
Weighted average exercise price $
Number exercisable
Weighted average exercise price
Between $166 and $180
6,415
0.68
173.27
-
-
Between $180 and $195
7,781
2.95
198.50
929
189.01
Between $200 and $215
5,085
2.20
213.01
-
-
19,281
2.00
193.93
929
189.01
XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 42 -
25
Related party transactions

The immediate and ultimate parent company is The Travelers Companies, Inc. incorporated in the State of Minnesota, United States of America in which no individual investor holds a controlling interest and all transactions are at an arm's length basis.

The following net amounts were outstanding at the reporting end date:

2025
2024
Amounts due to related parties
£'000
£'000
The Travelers Companies, Inc.
7,866
6,687
2025
2024
Amounts due from related parties
£'000
£'000
Simply Business LLC
1,962
2,498
26
Events after the reporting date

On 29th May 2026 an interim dividend was declared of £2 5 m to be paid to the immediate and ultimate parent

company, The Travelers Companies, Inc.

27
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£'000
£'000
Authorised
of 0.00005 euros each
37,084,885
37,084,885
1,562
1,562
28
Share premium account
2025
2024
£'000
£'000
At the beginning and end of the year
23,555
23,555

During the year no shares were issues (2024: none).

XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 43 -
29
Restatement items
Balance sheet
The presentation of certain items in the 2024 comparative Statement of Financial Position have been restated to conform to the current year presentation. These reclassifications relate solely to presentation and do not impact total assets, total liabilities, or equity.
First, a deferred tax asset of £2,242k was restated from current to non‑current assets to reflect its non-current nature. Second, £4,582k of trade and other payables was reclassified from current to non‑current liabilities to reflect the non-current portion of the LTIP liability.
This can also be seen in note 16 (liquidity risk). & note 14 (financial risk management).
Cashflow Statement
The cash flow statement for the year ended 31 December 2024 has been restated due to the errors identified 2025. These adjustments have no impact on the overall movement in cash and cash equivalents. The principle restatments are as follows:
Operating activities (Decrease of £4.3m)
Amortisation and impairment of intangible assets have been corrected to remove amounts previously misclassified within this line item. Depreciation of property, plant and equipment has been amended to exclude depreciation relating to right-of-use asset disposals. Income taxes paid, previously omitted, have now been presented as a separate line item.
Investing activities (Increase of £3.98m)
Interest received, previously omitted, has now been separately disclosed within investing activities.
Financing activities (Increase of £319k)
Interest paid on lease liabilities has been reclassified from financing to operating, reflecting its incorrect prior presentation. Interest paid has been corrected to remove bank charges previously misclassified within this line item.
2024
Impact
2024 (Restated)
£000
£000
£000
Amortisation and impairment of intangible assets
1,771
(96)
1,675
Depreciation of PPE
(870)
2,069
1,199
Other finance costs
199
198
397
Income taxes paid
-
(6,466)
(6,466)
Interest received
-
3,976
3,976
Interest paid
(319)
319
-
Total (no cash impact)
781
-
781
XBRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 44 -
30
Controlling party

The parent company of Xbridge Limited is The Travelers Companies, Inc., which is incorporated in the State of Minnesota, United States of America. Xbridge Limited is a wholly owned subsidiary of The Travelers Companies, Inc.

This is the smallest and largest group in which the financial results of the Company are included. Copies of the group financial statements are publicly available and online at www.travelers.com.

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