EGV HoldCo 2 Limited

The directors present the Group Strategic Report, Directors’ Report, the audited consolidated financial statements and the standalone financial statements of EGV HoldCo 2 Limited (‘the Company’) for the year ended 31 December 2025. The consolidated financial statements have been prepared in accordance with the Companies Act of 2006, requiring a parent company incorporated in the United Kingdom (“UK”) with subsidiary undertakings to prepare consolidated accounts in addition to their individual accounts. See note 1 for more information.

The Company was incorporated on 12 November 2024 and commenced trading in November 2024.

The Company through its subsidiaries (“the Group”) is a managing general underwriter group that designs underwriting products for carriers and distributes the products through a large portfolio of regulated brokers. The Group operates under the brands of Eaton Gate, Broker Express and Artsure in the United Kingdom market.

In April 2026, EGV (Holdings) Limited, the ultimate parent company of the Group, agreed to sell the Company to DOXA Insurance Holdings, LLC. The transaction is subject to regulatory approval and is expected to complete in the fourth quarter of 2026.

The Group is dedicated to achieving robust underwriting results for its insurer partners. We achieve strong new business growth and retention by providing a high level of service for our distribution partners. With a solid platform in place, the Group is committed to delivering strong and sustainable underwriting returns. The Group is well-positioned to achieve sustainable growth by serving third-party brokers under its well-known brands.

We use adjusted earnings before interest, tax, depreciation, and amortisation (“EBITDA) and its associated margin percentage as our management key performance indicator. Adjusted EBITDA removes other non-operating items and costs incurred. This includes non-recurring items including sliding scale commission losses, impairment and other non-operating costs. Other non-operating costs are consulting, and professional fees associated with a group restructure and long-term financing as well as equity and debt holder related expenses which are either not recurring or do not relate to the day-to-day operating activities for the Group. Adjusted operating margin excludes the impact of certain items including depreciation of tangible assets, amortisation of intangible assets, finance costs, capital or debt-related transaction costs, restructuring costs, and other nonoperating items such as expenses paid to debt and shareholders that management cannot control and is reflective of capitalisation structures rather than core operating performance.

The directors are satisfied with the Group’s performance as a result of its development within its chosen markets, products and services. The insurance market conditions have been generally favourable for the year to develop profitable underwriting products that bring value to the insured. Below is our reconciliation of loss before taxation to adjusted EBITDA.

The Group has net liabilities of £6,630,617 (2024: net assets of £361,106) and net current assets of £43,016,590 (2024: net current liabilities of £802,958) at 31 December 2025. After performing an extensive business and cash forecasting exercise and making appropriate enquires, the directors have reasonable expectation that the Group has adequate resources to continue in operational existence for at least twelve months from the date of signing of these financial statements. See note 1 for further details.

Non-financial key performance indicators include staffing levels which have ranged from 121-127 throughout the year (2024: 95-107).

In pursuing its business objectives, the Group is exposed to a range of risks. As part of its overall governance and control arrangements, the Group operates a Risk Management Framework designed to identify, assess, manage, monitor and report on these risks.

The Group faces a range of risks and uncertainties that are described in more detail below:

A withdrawal by insurance companies of underwriting capacity or products in circumstances where no replacement underwriting capacity or products can be procured would be a risk to our business performance. The directors believe that the Group built a strong panel of insurer partners built on a collaborative effort and embedded controls that routinely monitor portfolio performance and look to deliver improved underwriting results. The Group insurers are committed to supporting the Group growth objectives. A pipeline of new insurers to join the panel also exists to further support the Group growth and current business needs.

The Group business is primarily regulated by the UK Financial Conduct Authority and the Gibraltar Financial Services Commission. The regulators also impose certain minimum capital and liquidity requirements on the Group as well as a Senior Managers and Certification Regime for key control owners and the Senior Management team. The regulatory requirements that apply to our business may change from time to time, which may lead to one off or additional costs to the business in order to achieve ongoing compliance. The directors consider these risks to be manageable based on the current regulatory environment and outlook.

The Group derives most of its revenue from commissions and fees for underwriting and broking services. Commissions are generally based on insurance premiums, which are cyclical in nature and may vary based on market conditions. A significant reduction in commissions, along with general volatility or declines in premiums, could have an adverse effect on our business. The directors consider these risks to be manageable based on the current insurance market outlook.

The Group's general insurance business does not have exposure to Israel, Palestine, Russia or Ukraine, and does not conduct operations in the affected regions. The conflicts in Ukraine and Palestine and ongoing disruption to global supply chains have the potential to lead to heightened claims inflation, which in turn may have an impact on commission earned from the insurers based on the profit of the underlying book of business. While the impacts of heightened claims inflation can be mitigated via pricing actions, our ability to price for inflation is dependent on market, competitor and customer behaviour. The directors are continuing to closely monitor the situation and the direct and indirect impact on the Group.

Inflation risk may arise primarily from the Group’s exposure to general insurance claims inflation affecting the pricing of products, to inflation-linked benefits within the defined benefit staff pension schemes and to expense inflation. Increases in long-term inflation expectations are closely linked to long-term interest rates and so are frequently considered with interest rate risk. The directors will continue to monitor the exposure to inflation risk through capital modelling, sensitivity testing and stress and scenario testing.

The Group is exposed to interest rate risk arising from its lending facility, which has a variable component tied to sterling overnight index average (“SONIA”). The Company has loans with related companies with a 0% interest rate.

Management actively monitors interest rate movements and their potential impacts on the Group’s financial position and performance. Strategies to manage interest rate risk may include, refinancing options, or adjusting the composition of the Groups financing sources.

Management remains committed to prudently managing interest rate risk, implementing appropriate risk mitigation strategies, and maintaining transparent disclosure practices to support informed decision-making by investors and other stakeholders.

The Company is a private company limited by shares and is registered in England and Wales. The address of the Company’s registered office is 20 St. Dunstan’s Hill, London, EC3R 8HL.

The directors who served throughout the year up to the date of this report, were as follows:

The Group loss for the year was £6,991,723 (2024: profit of £5,502,926), has net liabilities of £6,630,617 (2024: net assets of 361,106) and net current assets of £43,016,590 (2024: net current liabilities of £802,958) at 31 December 2025.

No ordinary dividends were paid (2024: £Nil). The directors do not recommend payment of a final dividend (2024: £Nil).

The Group did not have activities in the field of research and development during the year (2024: Nil).

Details of future developments can be found in the Group Strategic Report within the “Outlook section”.

Detail of financial risk management objectives and policies can be found in the Group Strategic Report within the “Principal risk and uncertainties section”.

A resolution to reappoint Deloitte LLP will be proposed at the forthcoming Annual General Meeting.

The directors have a reasonable expectation that the Group has sufficient cash and working capital to meet all financial obligations for at least twelve months from the date of signing these financial statements. They have adopted the going concern basis in preparing the consolidated annual financial statements.

Further details regarding going concern are in note 1(d) to the consolidated financial statements.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group’s and the parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

We considered the nature of the group’s industry and its control environment, and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the group’s business sector.

We obtained an understanding of the legal and regulatory framework that the group operates in, and identified the key laws and regulations that:

We discussed among the audit engagement team, including relevant internal specialists such as tax, actuarial, valuations and IT specialists regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

As a result of performing the above, we identified the greatest potential for fraud in the following areas, and our procedures performed to address them are described below:

The accuracy of turnover — sliding scale commission, as there is volatility in the loss ratios and a risk that revenue cannot be measured reliably, which makes it a key estimate of management, and our procedures performed to address it are described below:

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

As the company took the exemption from preparing consolidated and company accounts under section 401 of the companies act 2006 in the prior year, we have not audited the corresponding amounts in the consolidated statement of income and retained earnings, the consolidated and parent company balance sheets, the parent company statement of changes in equity, the consolidated cash flow statement and the related notes for that year.

The Company has elected to take the exemption under section 408 of the Companies Act 2006 from presenting the parent company profit and loss.

The notes on pages 16 to 30 form part of these consolidated financial statements.

The financial statements were approved by the Board and were signed on its behalf on 27 June 2026.

The loss for the year dealt with in the financial statement of the parent company was £12,517,568.

The financial statements were approved by the Board and were signed on its behalf on 27 June 2026.

The principal accounting policies are summarised below. They have all been applied consistently throughout the current and prior years.

EGV HoldCo 2 Limited is a company incorporated in the UK under the Companies Act. The Company is a private company limited by shares and is registered in England and Wales. The address of the Company's registered office is 20 St. Dunstan’s Hill, London, EC3R 8HL.

The financial statements have been prepared under the historical cost convention, and in accordance with Financial Reporting Standard 102 (FRS 102) issued by the Financial Reporting Council and with the Companies Act 2006.

The Company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements, which are presented alongside the consolidated financial statements. Exemptions have been taken in relation to:

Amortisation is charged so as to allocate the cost of intangibles less their residual values over their estimated useful lives, using the straight-line method. The intangible assets are amortised over the following useful economic lives:

If there is an indication that there has been a significant change in amortisation rate or residual value of an asset, the amortisation of that asset is revised prospectively to reflect the new expectations.

Software development costs have been capitalised in accordance with FRS 102 Section 18 Intangible Assets other than Goodwill and are therefore not treated, for dividend purposes, as a realised loss.

Tangible fixed assets are stated at cost, net of depreciation and recognised impairment. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

Financial assets and financial liabilities are recognised when the Group becomes a 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 Group after deducting all of its liabilities.

The turnover of the Group for the year has been derived from its principal activity, providing services as an insurance intermediary. All turnover is generated from continuing operations in the UK. The sliding scale commission is recognised on a net basis. See notes 1i and 2 for policies and estimates surrounding this component.

The average number of employees for the Group, including directors, during the year was 123 (2024: 107). The Group and the Company consider all employees under “production and operations” as one category.

Xigorn Limited, Eaton Gate (Holdings) and Vigilis (Holdings) Limited have taken advantage of section s479A from having an annual audit performed. The Company provides a parental guarantee.

The recognition of the deferred tax assets is based on the management's judgement that it is probable sufficient taxable profit will be available in the foreseeable future. See note 2 for further details.

The OECD’s Pillar Two Global Anti-Base Erosion rules introduce a global minimum tax framework for multinational enterprises with annual consolidated revenues of €750 million or more. These apply to the UK and Gibraltar.

The directors have assessed the applicability of these rules and based on the Group’s current structure and revenue levels, do not expect the Group to fall within the scope of Pillar Two. No accounting impact has therefore been recognised in these consolidated financial statements.

The Group taxation for the year can be reconciled to the (loss)/profit before taxation as follows:

The Group operates defined contribution retirement benefit schemes for all qualifying employees. The total expense charged to profit or loss in the year ended 31 December 2025 was £642,704 (2024: £540,836).

During the year under review, the Group and the Company financed EGV Holdings, a related company that sits outside the Group. The loan bears no interest and is unsecured. See note 10.

The immediate parent company is EGV HoldCo 1 Limited, and the ultimate parent company is EGV (Holdings) Limited. The Group’s majority shareholder and ultimate controlling party at 31 December 2025 is Gary Burke, a director of the Company, controls the Company as a result of holding the majority of the issued share capital of EGV (Holdings) Limited.

The largest group that prepares group financial statements at 31 December 2025 that consolidates the Company is EGV (Holdings) Limited (incorporated in Great Britian, registered office address 20 St Dunstan’s Hill, London EC3R 8HL).

The smallest group that prepares group financial statements at 31 December 2025 that consolidates the Company is EGV HoldCo 2 Limited (incorporated in Great Britian, registered office address 20 St Dunstan’s Hill, London EC3R 8HL).

Financial statements for EGV (Holdings) Limited are available on request from 20 St. Dunstan’s Hill, London, EC3R 8HL.

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1.	Group Strategic Report	1-3
2.	Directors’ Report	4-5
3.	Directors’ Responsibility Statement	6
4.	Independent Auditor’s Report to the Member of EGV HoldCo 2 Limited	7-10
5.	Consolidated Statement of Income and Retained Deficit	11
6.	Consolidated Balance sheet	12
7.	Company Balance Sheet	13
8.	Company Statement of Changes in Equity	14
9.	Consolidated Statement of Cash Flows	15
10.	Notes to the Consolidated Financial Statements	16-30

		2025
	Notes	£


Loss before taxation		(5,970,841)
Adjustments for:
Finance costs	4	12,422,606
Amortisation of intangible assets	4, 8	837,442
Depreciation of tangible assets	4, 9	68,878

EBITDA		7,358,085
Sliding scale commissions		1,706,582
Other non-operating costs	4	917,905

Adjusted EBITDA		9,982,572

•	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.

•	select suitable accounting policies and then apply them consistently;
•	make judgements and accounting estimates that are reasonable and prudent;
•	state whether applicable UK Accounting Standards have been followed; and
•	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

•	give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2025 and of the group’s loss for the year then ended;
•	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; and
•	have been prepared in accordance with the requirements of the Companies Act 2006.

•	the consolidated statement of income and retained earnings;
•	the consolidated and parent company balance sheets;
•	the parent company statement of changes in equity
•	the consolidated cash flow statement; and
•	the related notes 1 to 22.

•	had a direct effect on the determination of material amounts and disclosures in the financial statements.These included UK and Gibraltar Companies Act, pensions legislation and tax legislation; and
•	do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty. These included the Financial Conduct Authority (‘FCA’) regulations and the Gibraltar Financial Services Commission (‘GFSC’) regulation.

•	gained an understanding of management’s process for sliding scale revenue recognition and obtained an understanding of the relevant controls;
•	with the assistance of our actuarial specialists, we challenged the ultimate loss ratio calculations performed by management, in particular to benchmark the loss ratios for the business conducted by the company to understand it’s performance against the market;
•	tested the mathematical accuracy of management’s sliding scale calculations; and assessed whether the information in management’s claims reports was complete and accurate.

•	reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
•	performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
•	enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
•	reading minutes of meetings of those charged with governance, reviewing internal audit reports, and reviewing correspondence with HMRC, FCA, and GFSC.

•	the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
•	the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

•	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
•	the parent company 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.

			Unaudited
		2025	2024
	Notes	£	£

Turnover	3	23,799,408	23,310,828

Administrative costs	4	(17,347,643)	(14,724,152)

Operating profit		6,451,765	8,586,676

Finance costs	4	(12,422,606)	(1,852,247)

(Loss)/profit before taxation		(5,970,841)	6,734,429

Taxation	16	(1,020,882)	(1,231,503)

(Loss)/profit for the year		(6,991,723)	5,502,926

Retained deficit at 1 January		(1,740,000)	(7,242,926)
(Loss)/profit for the year		(6,991,723)	5,502,926

Retained deficit at 31 December		(8,731,723)	(1,740,000)

		2025
	Notes	£

Fixed investments in subsidiaries	7	130,824,915

Debtors: amounts falling due within one year	10	38,012,243

Creditors: amounts falling due within one year	13	(305,811)

Net current assets		37,706,432

Total assets less current liabilities		168,531,347

Creditors: amounts falling due after more than one year	14	(51,964,000)

Net assets		116,567,347

Capital and reserves
Called-up share capital	15	130,824,915
Profit and loss account	15	(14,257,568)

Total capital and reserves		116,567,347

	Called-up
	share	Profit and	Total
	capital	loss	equity
	£	£	£

At 1 January 2025 (unaudited)	130,824,915	(1,740,000)	129,084,915
Loss for the year	0	(12,517,568)	(12,517,568)

At 31 December 2025	130,824,915	(14,257,568)	116,567,347

•	share-based payments; true
•	financial instrument disclosures;
•	presentation of related party transactions;
•	remuneration of key management personnel; and true
•	section 408 exemption from preparing a separate profit and loss statement and cashflow statement. true

			Unaudited
		2025	2024
	Notes	£	£

Cash flows from operating activities
(Loss)/profit for the year		(6,991,723)	5,502,926
Adjustments for:
Amortisation of intangible assets	4, 8	837,442	760,756
Depreciation of tangible assets	4,9	68,878	60,935
Interest paid		12,446,870	1,860,990
Other non-cash administrative expenses		231,261	525,000
Taxation	16	1,020,882	1,231,503
Increase in trade and other debtors		(33,767,636)	(5,118,315)
(Decrease)/increase in trade creditors		(7,067,249)	9,614,223

Cash from operations		(33,221,275)	14,438,018
Income tax paid		488,371	1,021,347

Net cash (used in) from operating activities		(32,732,904)	15,459,365

Cash flows from investing activities
Proceeds to long-term debtors		(231,260)	(525,000)
Purchase of tangible assets	9	(70,782)	(124,842)
Purchase of intangible assets	8	(885,050)	(798,534)

Net cash used in investing activities		(1,187,092)	(1,448,376)

Cash flows from financing activities
Advances from loans		38,413,913	(15,474,697)

Net cash from financing activities		38,413,913	(15,474,697)

Net increase in cash at bank and in hand		4,493,917	(1,463,708)

Cash at bank and in hand at start of year	12	7,183,364	8,647,072

Cash at bank and in hand at end of year	12	11,677,281	7,183,364

•	Computer Hardware	4 years
•	Leasehold improvements	3 years (over the lease term of lease)

		Unaudited
	2025	2024
	£	£

Wages and salaries	9,116,681	8,155,175
National insurance costs	1,228,918	918,580
Pension costs	642,704	540,836

	10,988,303	9,614,591

		Unaudited
	2025	2024
	£	£

Wages and salaries	1,227,000	1,171,720
National insurance costs	91,927	99,497
Pension contributions	0	0

	1,318,927	1,271,217

•	The Company and Group’ capital structure, operations and liquidity.
•	Base case and stressed cash flow forecasts over the calendar years 2026 and 2027.
•	The principal risks facing the Company and the Group and mitigations in place.
•	Actual trading and cashflows of the Company and Group.

•	The technical feasibility of completing the software so that it will be available for use or sale.
•	The intention to complete the software and use or sell it.
•	The ability to use the software or to sell it.
•	How the software will generate probable future economic benefits.
•	The availability of adequate technical, financial and other resources to complete the development and to use or sell the software.
•	The ability to measure reliably the expenditure attributable to the software during its development.

•	Software development and other assets	5-7 years
•	Renewal rights	5 years

Company	Registered office address	Country of incorporation	Nature of holding	Shareholding

Xigorn Limited	20 St. Dunstan’s Hill, London, EC3R 8HL	United Kingdom	Ordinary	100	%
Eaton Gate (Holdings) Limited	20 St. Dunstan’s Hill, London, EC3R 8HL	United Kingdom	Ordinary	100	%
Vigilis (Holdings) Limited	20 St. Dunstan’s Hill, London, EC3R 8HL	United Kingdom	Ordinary	100	%
Equitable Services Limited	Madison Building, Midtown, Queensway, Gibraltar, GX11 1AA	Gibraltar	Ordinary	100	%

	Software	Renewal	Other	Total
	Development	Rights	Assets
Intangible fixed assets	£	£		£

Cost
At 1 January 2025 (unaudited)	7,314,996	310,000	0	7,624,996
Purchases	870,041	0	15,009	885,050

At 31 December 2025	8,185,037	310,000	15,009	8,510,046

Amortisation
At 1 January 2025 (unaudited)	5,236,202	253,167	0	5,489,369
Amortisation for the year (see note 4)	777,857	56,833	2,752	837,442

At 31 December 2025	6,014,059	310,000	2,752	6,326,811

Net book value at 31 December 2025	2,170,978	0	12,257	2,183,235

Net book value at 1 January 2025 (unaudited)	2,078,794	56,833	0	2,135,627

	Computer Hardware	Leasehold Improvements	Total
	£	£	£
Cost
At 1 January 2025 (unaudited)	505,435	38,284	543,719
Purchases	68,424	2,358	70,782

At 31 December 2025	573,859	40,642	614,501

Depreciation
At 1 January 2025 (unaudited)	373,781	38,284	412,065
Depreciation for the year (see note 4)	68,842	36	68,878

At 31 December 2025	442,623	38,320	480,943

Net book value at 31 December 2025	131,236	2,322	133,558

Net book value at 1 January 2025 (unaudited)	131,654	0	131,654

		Unaudited
	Group	Group	Company
	2025	2024	2025
	£	£	£
Amounts falling due within one year
Prepayments	306,079	200,850	0
Deposits	118,750	138,241	0
Corporate tax	0	73,657	0
Loan facility asset	0	1,103,217	0
Net commissions due	3,184,030	3,382,136	0
Intercompany receivable (see note 19)	35,556,879	500,001	38,012,243

	39,165,738	5,398,102	38,012,243

		Unaudited
Deferred tax asset	Group	Group
	2025	2024
	£	£

Carried forward tax losses	253,051	97,390

Deferred tax reconciliation
Opening balance	97,390	0
Increase in carried forward losses	155,661	97,390

Closing balance	253,051	97,390

		Unaudited
Deferred tax liability	Group	Group
	2025	2024
	£	£

Carried forward tax gains	(434,598)	0

Deferred tax liability reconciliation
Opening balance	0	0
Acquired deferred tax liability	(155,661)	0
Temporary tax differences in the year	(278,937)	0
Closing balance	(434,598)	0