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Registered number: 05871053 EMBIGNELL LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
EMBIGNELL LIMITED COMPANY INFORMATION
Directors | Mr R P Isaacs
| Mr S I M Braudo (appointed 28 January 2026)
| Mr J G Blundell (appointed 9 June 2026)
| Mr P E Thilo (appointed 29 January 2025)
| Mr P Hayes (appointed 1 December 2025)
Company secretary | Ms C E Baxandall
Registered number | 05871053
Registered office | 14th Floor
| 33 Cavendish Square
| London
| W1G 0PW
Independent auditors | Sumer Auditco Limited
| Chartered Accountants & Statutory Auditors
| 14th Floor
| 33 Cavendish Square
| London
| W1G 0PW
Bankers | Bank of Scotland
| St James's Gate
| 14-16 Cockspur Street
| London
| SW1Y 5BL
EMBIGNELL LIMITED CONTENTS
| Page
Group Strategic Report | 1 - 3
Directors' Report | 4 - 5
Independent Auditors' Report | 6 - 10
Consolidated Statement of Comprehensive Income | 11 - 12
Consolidated Balance Sheet | 12 - 13
Company Balance Sheet | 14
Consolidated Statement of Changes in Equity | 15 - 16
Company Statement of Changes in Equity | 17 - 18
Consolidated Statement of Cash Flows | 19 - 20
Consolidated Analysis of Net Debt | 21
Notes to the Financial Statements | 22 - 54
EMBIGNELL LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Business review
The Embignell Group has reported a positive performance during the year, prior to the impact of exceptional items. The group currently holds circa 120,000 premium paying policies and has seen a good investment returns. A summary of the key results is provided below: The investment strategy of subsidiaries within the group have produced a strong return on investment. The group will continue to review its investment strategies and ensure that funds produce positive returns. We believe our commitment to our customers and clients is what sets us apart, and we continue to work on improving our propositions and service. A group wide strategy is in place aimed at bringing sustainable growth to the Embignell Group. Management have performed an assessment of the group’s ability to continue as a going concern. This assessment included evaluating the group’s current financial position, liquidity, cash flow and the potential impact of known or anticipated risks. Based on the assessment, management believes that the group has adequate resources to continue operating for the foreseeable future.
Financial key performance indicators
The key performance indicators of the group are turnover, gross profit margin and net assets. A brief analysis of these is shown below:
| 2025 | 2024 | Variance |
| £ | £ | % |
Turnover | 27,332,194 | 25,961,808 | 5.28 |
Gross profit margin % | 50.83% | 59.55% | -8.72 |
Net assets | 25,291,486 | 25,335,452 | -0.17 |
Operating profit before exceptional items | 2,816,750 | 5,589,828 | -49.61 |
Page 1
EMBIGNELL LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties
Treasury Operations and Financial instruments The Group’s financial instruments principally comprise finance leases, trade debtors, trade creditors (which arise directly from its operations), cash and investments. The main risks arising from the Group’s financial instruments are liquidity and credit risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. These policies have remained unchanged throughout the year. Liquidity Risk The Group has a strong operating cash inflow and manages its cash requirements in order to maximise interest income and minimise interest expense, whilst ensuring the Group has sufficient liquid resources to meet the operating need of the business. Interest Rate Risk The Group hold three investment properties on which mortgages are attached. The loan interest on the mortgages is linked to the base rate. The Group had two Bank Loans which were linked to the base rate. Both loans were fully repaid in 2025. The group will endeavour to balance liquidity requirements with achieving a market ratio of return on cash through the use of high interest deposit accounts. Credit Risk Investments of cash surpluses and borrowings are made through banks and companies which must fulfil credit rating criteria approved by the Board. Trade Debtors are reviewed by the Board on a regular basis and provision is made for doubtful debts where necessary. Currency Risk UIB Holding (Malta) and Advent Insurance PCC Limited – UIB Cell, conducts business only in UK Sterling and Euros.
Page 2
EMBIGNELL LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Directors' statement of compliance with duty to promote the success of the Group
The Companies (Miscellaneous Reporting) Regulations 2018 (SI 2018/860) amended ‘The Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008’ (SI 2008/410) to introduce a requirement for companies above a certain size to include information about engagement with employees, suppliers, customers and other stakeholders. It is Embignell’s policy to ensure equal opportunities for all employees. The only criteria considered for the recruitment or promotion of staff is suitability for the position, regardless of sex, sexual orientation, marital status, age, religion, ethnic origin or disability (having due regard to the individual's aptitudes and abilities). It is our policy, wherever possible, to continue the employment of staff who have become disabled (with appropriate re training when required). No discrimination is made against disabled employees regarding training, career development or promotion. Senior management regularly engage with employees and meet at least quarterly to provide updates on the business whilst seeking input and feedback. Embignell’s subsidiaries review Management Information on the Company’s relationship with its key suppliers. This informs them of the status of the relationship with each key supplier and their current performance against service level agreements and contractual obligations. In respect of engagement with customers, all insurance policyholders receive an annual communication. The Company’s subsidiaries have engaged with their Regulators throughout 2025 and maintains an open dialogue with them. The business is developing an Environmental, Social, & Governance (ESG) policy to ensure it continues to assess its impact on the community and environment. Embignell will endeavour to support and promote sustainable initiatives where possible. The short and long term implications for the Group’s stakeholders (which include, without limitation, its employees, suppliers, customers, Regulators and shareholders) of matters presented to the Subsidiary Boards for decision were included in all board papers. This report was approved by the board on 10 July 2026 and signed on its behalf.
Mr P E Thilo Director
Page 3
EMBIGNELL LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland', Financial Reporting Standard 103, "Consolidated accounting and reporting requirements for entities in the UK and Republic of Ireland issuing insurance contracts ("FRS 103") and applicable law. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Principal activity
The principal activity of the Company was that of a holding company. The principal activities of the Group during the period were that of an insurance broker, transaction and servicing of accident and health related general insurance products, a protected cell insurance company, a provider of prepaid card services and a property investment company. During the period the Group has continued to strengthen its infrastructure and has, together with robust cost control, once again produced a good financial result. The key financial performance indicators of the Group are turnover, gross profit margin and net assets. The results of these are shown in the consolidated profit and loss account on page 11 and consolidated balance sheet on page 12.
Results and dividends
The loss for the year, after taxation, amounted to £67,408 (2024 - loss £1,248,919). No dividends were declared or paid in either the current period or preceding year. Page 4
EMBIGNELL LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Directors
The directors who served during the year were:
Mr R P Isaacs
Mr D L Harrison (resigned 28 January 2026)
Ms F Echalier (resigned 1 December 2025)
Mr P E Thilo (appointed 29 January 2025)
Mr A H Goldberg (appointed 5 June 2025, resigned 24 October 2025)
Mr P Hayes (appointed 1 December 2025)
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Post balance sheet events
Subsequent to the reporting date, Advent PCC has notified the Group of its intention to exit the Malta market. As a consequence, the Group has commenced a process to transfer the UIB Malta Cell from Advent PCC to an alternative protected cell company provider. This transfer will involve both an operational transition and a change in the legal ownership of the Cell to a new protected cell company structure. The transfer is expected to be completed within approximately six months from the date of approval of these financial statements. The directors have assessed this event and determined that it represents a non-adjusting post balance sheet event under FRS 103. The directors further confirm that there will be no change to underlying customer policies, contractual rights or obligations, and no impact on policyholders’ premiums, benefits or servicing arrangements. Accordingly, the transfer is not expected to have any financial impact on UIB Malta Holdings Limited, Global Premium Holdings Limited or Embignell Limited.
Auditors
The auditors, Sumer Auditco Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 10 July 2026 and signed on its behalf.
Mr P E Thilo Director
Page 5
EMBIGNELL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EMBIGNELL LIMITED
Opinion
We have audited the financial statements of Embignell Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice) and Financial Reporting Standard 103, “Consolidated accounting and reporting requirements for entities in the UK and Republic of Ireland issuing insurance contracts (“FRS 103”) . In our opinion the financial statements: ∙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; 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 under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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 or 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. Page 6
EMBIGNELL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EMBIGNELL LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙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.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Group's and the parent 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 the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Page 7
EMBIGNELL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EMBIGNELL LIMITED (CONTINUED)
Auditors' 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 an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements. 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: In order to identify and assess the risks of material misstatements, including fraud and non-compliance with laws and regulations that could be expected to have a material impact on the financial statements, we have considered: ∙the results of our enquiries of management and those charged with governance of their assessment of the risks of fraud and irregularities; ∙the nature of the company, including its management structure and control systems (including the opportunity for management to override such controls); ∙management’s incentives and opportunities for fraudulent manipulation of the financial statements including the company’s remuneration and bonus policies and performance targets; and ∙the industry and environment in which it operates. We also considered UK tax and pension legislation and laws and regulations relating to employment and the preparation and presentation of the financial statements such as the Companies Act 2006. Based on this understanding we identified the following matters as being of significance to the group: ∙laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards, FCA reporting requirements, Company Law, tax and pension legislation and distributable profits legislation; ∙the timing of the recognition of commercial income; ∙compliance with legislation relating to health and safety and local employment law; ∙management bias in selecting accounting policies and determining estimates; ∙inappropriate journal entries; ∙manipulation of specific performance measures to meet remuneration targets; ∙recoverability of debtors; and ∙valuation of investments. We communicated the outcomes of these discussions and enquiries, as well as consideration as to where and how fraud may occur in the entity, to all engagement team members including the auditors of significant components. Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised: ∙enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; ∙enquiries with the same concerning any actual or potential litigation or claims; ∙discussion with the same regarding any known or suspected instances of non-compliance with laws and Page 8
EMBIGNELL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EMBIGNELL LIMITED (CONTINUED) regulation and fraud; ∙review FCA return filings and complaints register; ∙inspection of relevant legal correspondence; ∙assessment of matters reported to management and the result of the subsequent investigation; ∙obtaining an understanding of the relevant controls during the period; ∙obtaining an understanding of the policies and controls over the recognition of income and testing their implementation during the year; ∙review documentation relating to compliance with the regulations relating to Health and Safety and local employment law including certificates seen, insurance policy and health and safety statements; ∙challenging assumptions made by management in their specific accounting policies and estimates, in particular in relation to depreciation of tangible fixed assets, provision for clawback provisions; ∙identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or crediting revenue or cash; ∙assessing the recovery of debtors in the period since the balance sheet date and challenging assumptions made by management regarding the recovery of balances which remain outstanding; ∙assessing the investments for impairment in the period since the balance sheet date and challenging assumptions made by management; ∙reviewing the financial statements for compliance with the relevant disclosure requirements; ∙performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances which may be indicative of fraud; ∙reviewing the minutes of Board meetings and correspondence with HMRC; and ∙evaluating the underlying business reasons for any unusual transactions. No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report. Page 9
EMBIGNELL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EMBIGNELL LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Atulya Mehta FCCA (Senior Statutory Auditor) for and on behalf of Sumer Auditco Limited Chartered Accountants Statutory Auditors 14th Floor 33 Cavendish Square London W1G 0PW 10 July 2026 Page 10
EMBIGNELL LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 27,332,194 | 25,961,808
Cost of sales |  | (13,438,469) | (10,500,140)
Gross profit |  | 13,893,725 | 15,461,668
Distribution costs |  | (154,033) | (92,621)
Administrative expenses |  | (11,431,092) | (10,255,612)
Exceptional administrative expenses |  | (5,003,075) | (6,775,635)
Other operating income | 5 | - | 7,837
Fair value movements |  | 508,150 | 468,556
Exceptional other operating charges |  | - | (119,659)
Operating loss | 6 | (2,186,325) | (1,305,466)
Income from fixed assets investments |  | 2,283,488 | 1,431,948
Interest receivable and similar income | 11 | 184,923 | 405,417
Interest payable and similar expenses | 12 | (124,069) | (297,451)
Profit before taxation |  | 158,017 | 234,448
Tax on profit | 13 | (225,425) | (1,483,367)
Loss for the year |  | (67,408) | (1,248,919)
Foreign currency translation |  | 23,442 | (350,059)
Other comprehensive income for the year |  | 23,442 | (350,059)
Total comprehensive income for the year |  | (43,966) | (1,598,978)
(Loss) for the year attributable to: |  |  |
Owners of the parent Company |  | (67,408) | (1,248,919)
|  | (67,408) | (1,248,919)
Total comprehensive income for the year attributable to: |  |  |
Owners of the parent Company |  | (43,966) | (1,598,978)
|  | (43,966) | (1,598,978)
The notes on pages 22 to 54 form part of these financial statements.
Page 11
EMBIGNELL LIMITED CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2025
|  |  |  | As restated
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 15 |  | 2,046,528 |  | 2,443,161
Tangible assets | 16 |  | 162,220 |  | 106,609
Investments | 17 |  | 16,721,752 |  | 14,488,532
Investment property | 18 |  | 2,850,000 |  | 2,850,000
|  |  | 21,780,500 |  | 19,888,302
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 19 | - |  | 883,558 |
Debtors: amounts falling due within one year | 19 | 16,420,696 |  | 12,776,815 |
Current asset investments | 20 | 4,233,518 |  | 625,144 |
Cash at bank and in hand | 21 | 9,677,345 |  | 13,800,173 |
|  | 30,331,559 |  | 28,085,690 |
Creditors: amounts falling due within one year | 22 | (8,948,339) |  | (6,805,526) |
Net current assets |  |  | 21,383,220 |  | 21,280,164
Total assets less current liabilities |  |  | 43,163,720 |  | 41,168,466
Creditors: amounts falling due after more than one year | 23 |  | (964,512) |  | (1,078,283)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 26 | - |  | (37,997) |
Other provisions | 27 | (16,907,722) |  | (14,716,734) |
|  |  | (16,907,722) |  | (14,754,731)
Net assets |  |  | 25,291,486 |  | 25,335,452
Page 12
EMBIGNELL LIMITED REGISTERED NUMBER: 05871053 CONSOLIDATED BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2025
|  |  |  | As restated
|  | 2025 |  | 2024
Note |  | £ |  | £
Capital and reserves |  |  |  |  |
Called up share capital | 28 |  | 91,339 |  | 91,339
Share premium account | 29 |  | 524,632 |  | 524,632
Capital redemption reserve | 29 |  | 10,031 |  | 10,031
Foreign exchange reserve | 29 |  | (366,155) |  | (389,597)
Other reserves | 29 |  | 214,318 |  | 214,318
Merger reserve | 29 |  | 1,048,134 |  | 1,048,134
Profit and loss account | 29 |  | 23,769,187 |  | 23,836,595
Equity attributable to owners of the parent Company |  |  | 25,291,486 |  | 25,335,452
|  |  | 25,291,486 |  | 25,335,452
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 July 2026.
Mr P E Thilo
Director
The notes on pages 22 to 54 form part of these financial statements. Page 13
EMBIGNELL LIMITED REGISTERED NUMBER: 05871053 COMPANY BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 17 |  | 20,398,266 |  | 18,875,906
|  |  | 20,398,266 |  | 18,875,906
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 19 | 1,686,915 |  | 60,461 |
Cash at bank and in hand | 21 | 5,961 |  | 17,707 |
|  | 1,692,876 |  | 78,168 |
Creditors: amounts falling due within one year | 22 | (7,327,928) |  | (13,745,008) |
Net current liabilities |  |  | (5,635,052) |  | (13,666,840)
Total assets less current liabilities |  |  | 14,763,214 |  | 5,209,066
Creditors: amounts falling due after more than one year | 23 |  | - |  | (2,000,000)
Provisions for liabilities |  |  |  |  |
Other provisions | 27 | (177,881) |  | (177,881) |
|  |  | (177,881) |  | (177,881)
Net assets |  |  | 14,585,333 |  | 3,031,185
Capital and reserves |  |  |  |  |
Called up share capital | 28 |  | 91,339 |  | 91,339
Share premium account | 29 |  | 524,632 |  | 524,632
Capital redemption reserve | 29 |  | 10,031 |  | 10,031
Merger reserve | 29 |  | 1,048,134 |  | 1,048,134
Profit and loss account | 29 |  | 12,911,197 |  | 1,357,049
|  |  | 14,585,333 |  | 3,031,185
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements. The profit for the year after taxation amounted to £11,554,148 (2024: loss of £1,851,750). The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 July 2026.
Mr P E Thilo
Director
Page 14

|  | EMBIGNELL LIMITED |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
|  | Called up share capital | Share premium account | Capital redemption reserve | Foreign exchange reserve | Other reserves | Merger reserve | Profit and loss account | Total equity
|  | £ | £ | £ | £ | £ | £ | £ | £
| At 1 January 2025 | 91,339 | 524,632 | 10,031 | (389,597) | 214,318 | 1,048,134 | 23,836,595 | 25,335,452
| Comprehensive income for the year |  |  |  |  |  |  |  |
| Loss for the year | - | - | - | - | - | - | (67,408) | (67,408)
| Exchange losses arising on translation on foreign operations | - | - | - | 23,442 | - | - | - | 23,442
| At 31 December 2025 | 91,339 | 524,632 | 10,031 | (366,155) | 214,318 | 1,048,134 | 23,769,187 | 25,291,486
Page 15

|  | EMBIGNELL LIMITED |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
|  | Called up share capital | Share premium account | Capital redemption reserve | Foreign exchange reserve | Other reserves | Merger reserve | Profit and loss account | Total equity
|  | £ | £ | £ | £ | £ | £ | £ | £
| At 1 January 2024 | 91,339 | 524,632 | 10,031 | (39,538) | 214,318 | 1,048,134 | 25,085,514 | 26,934,430
| Comprehensive income for the year |  |  |  |  |  |  |  |
| Loss for the year | - | - | - | - | - | - | (1,248,919) | (1,248,919)
| Exchange losses arising on translation on foreign operations | - | - | - | (350,059) | - | - | - | (350,059)
| At 31 December 2024 | 91,339 | 524,632 | 10,031 | (389,597) | 214,318 | 1,048,134 | 23,836,595 | 25,335,452
Page 16

|  | EMBIGNELL LIMITED |
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
|  | Called up share capital | Share premium account | Capital redemption reserve | Other reserve | Profit and loss account | Total equity
|  | £ | £ | £ | £ | £ | £
| At 1 January 2025 | 91,339 | 524,632 | 10,031 | 1,048,134 | 1,357,049 | 3,031,185
| Comprehensive income for the year |  |  |  |  |  |
| Profit for the year | - | - | - | - | 11,554,148 | 11,554,148
| At 31 December 2025 | 91,339 | 524,632 | 10,031 | 1,048,134 | 12,911,197 | 14,585,333
Page 17

|  | EMBIGNELL LIMITED |
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
|  | Called up share capital | Share premium account | Capital redemption reserve | Other reserve | Profit and loss account | Total equity
|  | £ | £ | £ | £ | £ | £
| At 1 January 2024 | 91,339 | 524,632 | 10,031 | 1,048,134 | 3,208,799 | 4,882,935
| Comprehensive income for the year |  |  |  |  |  |
| Loss for the year | - | - | - | - | (1,851,750) | (1,851,750)
| At 31 December 2024 | 91,339 | 524,632 | 10,031 | 1,048,134 | 1,357,049 | 3,031,185
Page 18

EMBIGNELL LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial year | (67,408) | (1,248,919)
Adjustments for: |  |
Amortisation of intangible assets | 396,633 | 396,633
Depreciation of tangible assets | 63,616 | 81,742
Loss on disposal of tangible assets | (1,954) | -
Interest paid | 124,069 | 297,451
Interest received | (184,923) | (405,417)
Taxation charge | 225,425 | 1,483,367
(Increase) in debtors | (643,692) | (4,797,629)
Increase/(decrease) in creditors | 2,042,059 | (2,981,763)
Increase in provisions | 2,190,988 | 2,809,530
Net fair value (gains) recognised in P&L | (508,150) | (468,556)
Corporation tax (paid) | (2,032,558) | (1,654,079)
Foreign exchange | (115,310) | 346,555
Provision for loan receivable | 60,057 | 449,966
Write off | 183,478 | 4,851,479
Bonus settlement | - | 745,227
Impairment of tangiable assets | - | 250,600
Impairment | 148,990 | -
Net cash generated from operating activities | 1,881,320 | 156,187
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (100,000) | -
Purchase of tangible fixed assets | (120,173) | (197,121)
New loans to associates | - | (1,806)
Purchase of listed investments | (2,293,277) | 1,610,838
Purchase of short-term unlisted investments | (3,988,865) | (2,019,443)
Sale of short-term unlisted investments | 625,144 | 1,973,704
Interest received | 184,923 | 298,343
Net cash from investing activities | (5,692,248) | 1,664,515
Cash flows from financing activities |  |
Repayment of loans | (210,198) | (400,927)
Interest paid | (100,578) | (123,451)
Net cash used in financing activities | (310,776) | (524,378)
Net (decrease)/increase in cash and cash equivalents | (4,121,704) | 1,296,324
Cash and cash equivalents at beginning of year | 13,799,049 | 12,502,725
Page 19
EMBIGNELL LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
|  | 2025 | 2024
|  | £ | £
Cash and cash equivalents at the end of year | 9,677,345 | 13,799,049
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 9,677,345 | 13,800,173
Bank overdrafts | - | (1,124)
| 9,677,345 | 13,799,049
The notes on pages 22 to 54 form part of these financial statements.
Page 20
EMBIGNELL LIMITED CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 DECEMBER 2025
|  | At 1 January 2024 | Cash flows | At 31 December 2025
|  | £ | £ | £
Cash at bank and in hand | 13,800,173 | (4,122,828) | 9,677,345
Bank overdrafts | (1,124) | 1,124 | -
Debt due after 1 year | (1,033,850) | 56,016 | (977,834)
Debt due within 1 year | (202,269) | 154,182 | (48,087)
| 12,562,930 | (3,911,506) | 8,651,424
Page 21
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Embignell Limited is a private company limited by share capital, incorporated in England and Wales, registered number 05871053. The address of the registered office is 14th Floor, 33 Cavendish Square, London W1G 0PW. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland, Financial Reporting Standard 103, Consolidated accounting and reporting requirements for entities in the UK and Republic of Ireland issuing insurance contracts and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The Company has taken advantage of the exemption available in paragraph 1.12 of FRS102 and has not prepared its own Cash Flow Statement in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases. Page 22
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Revenue
Insurance premium, commission and policy fees are recognised to the extent that it is probable that the economic benefits will flow to the Group and the amount can be reliably measured. These are measured as the fair value of the consideration received or receivable, excluding discounts. Written premiums are reported gross of commissions and net of Insurance Premium Tax. Direct business premiums are received monthly in advance in the UK, Germany and Spain. For these policies, premium receipts are received evenly through the month, consequently the provision for unearned premiums comprises half of the gross written premiums for the last month. Indirect business premiums are received monthly in advance. Premium receipts are received evenly through the month; consequently, the provision for unearned premiums comprises half of the gross written premiums for the last month. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
| 2.4 | Insurance contracts
Insurance contracts are contracts under which the group accepts a significant risk – other than a financial risk – from a customer by agreeing to compensate the beneficiary on the occurrence of an uncertain future event for which he or she will be adversely affected. Insurance liabilities are recognised when the contract is entered into and the premiums are charged. The liability is derecognised when the contract expires, is discharged or is cancelled.
| 2.5 | Investment income
Investment income is accounted for on a receivable basis. Interest is accrued up to the balance sheet date and disclosed in the profit and loss statement. Page 23
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.6 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life of 10 years. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
| 2.7 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Long-term leasehold property | - | over the period of the lease
|  |  |  | Fixtures and fittings | - | over two to four years
|  |  |  | Office equipment | - | over thee years
|  |  |  | Computer equipment | - | over five years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.8 | Investment property
Investment property is carried at fair value determined annually by the directors and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss. Page 24
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
| 2.10 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
| 2.11 | Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. 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 (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
| 2.12 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.13 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.14 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument. Page 25
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.14 | Financial instruments (continued)
Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
| 2.15 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 26
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.16 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
| 2.17 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.18 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.19 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.
| 2.20 | Interest income
Interest income is recognised in profit or loss using the effective interest method. Page 27
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.21 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.22 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.23 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 28
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.24 | Insurance liabilities
Claims and loss adjustment expenses are charged to profit or loss as incurred based on the estimated liability for compensation owed to policyholders. They include direct and indirect claims settlement costs arising from events that have occurred up to the reporting date, even if they have not yet been reported to the Company. The Company does not discount its liabilities for unpaid claims. Provision is made for all claims notified by the insured (claims outstanding). Provision is also made for claims incurred but not reported (IBNR), based on previous claims experience. Claims reserves comprise provisions for the estimated cost of settling all claims incurred up to but not paid at the reporting date.
| 2.25 | Group tax relief
Group tax relief is surrendered to/ received from other Group companies for no consideration. In specific circumstances, individual Group companies may reach agreement between themselves to surrender and/or receive group relief for consideration within the tax on Profit on ordinary activities in the Statement of Comprehensive Income. Should group relief be surrendered to/ received from other group companies for consideration, the consideration paid will reflect, at a minimum, the corporation tax amounts surrendered and/ or received. These amounts are reported as expenses or benefits within the tax on profit/ (loss) on ordinary activities in the Profit & Loss Account. Page 29
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.26 | Insurance contracts – subsequent measurement
The Group measures the carrying amount of the liability for remaining coverage at the end of each reporting period as the liability for remaining coverage at the beginning of the period: • Plus premiums received in the period • Minus insurance acquisition cash flows • Plus any amounts relating to the amortisation of the insurance acquisition cash flows recognised as an expense in the reporting period for the group • Plus any adjustment to the financing component, where applicable • Minus the amount recognised as insurance revenue for the services provided in the period • Minus any investment component paid or transferred to the liability for incurred claims The Group estimates the liability for incurred claims as the fulfillment cash flows related to incurred claims. The fulfillment cash flows incorporate, in an unbiased way, all reasonable and supportable information available without undue cost or effort about the amount, timing and uncertainty of those future cash flows, they reflect current estimates from the perspective of the Group, and include an explicit adjustment for non-financial risk (the risk adjustment). The Group does not adjust the future cash flows for the time value of money and the effect of financial risk for the measurement of liability for incurred claims that are expected to be paid within one year of being incurred. Where, during the coverage period, facts and circumstances indicate that a group of insurance contracts is onerous, the Group recognises a loss in profit or loss for the net outflow, resulting in the carrying amount of the liability for the group being equal to the fulfillment cash flows. A loss component is established by the Group for the liability for remaining coverage for such onerous group depicting the losses recognised. Insurance acquisition cash flows are allocated on a straight-line basis as a portion of premium to profit or loss (through insurance revenue). Page 30
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
Application of the accounting policies in the preparation of the financial statements requires management to apply judgment involving assumptions and estimates concerning future results or other developments, including the likelihood, timing or amount of future transactions or events. The actual results are not expected to be materially different from those estimates. Accounting policies that are critical to the financial statement presentation and that require complex estimates or significant judgment are described in the following sections. The claims reserves are based on actuarial assumptions around the future development of claims relating to premiums paid to date. Claims experience from 1 January 2013 to 31 December 2025 has been considered in setting these assumptions for the Accident and Health portion of the portfolio and 1 January 2018 to 31 December 2024 has been used for the Pet portion of the portfolio. Product classes are grouped together where there is not sufficient data to analyse a particular product separately. The UK Accident Cash Plan (ACP) and UK Accidental Death (AD) products comprise the largest portion of the claims reserves at the reporting date. A combination of Basic Chain Ladder (BCL), Bornhuetter Ferguson (B-F), and Expected Loss Ratio (ELR) methodology is used to determine the best estimate of claims reserve under FRS 102. In the most recent accident quarters, greater reliance has been placed on the ELR and/or the B-F method, with judgment applied on a product segment level depending upon the variability of claims experience for each respective segment. Group analyses its high severity, low volume claims (Accidental Death claims) on a case-by-case basis to quantify the likelihood of payment. This calculation feeds into the overall Claims Reserve figure and ensures that Group is adequately reserved to cover the claims it has already been notified of. A margin is added to the best estimate claims reserve which sum together to form the Provision for Claims Outstanding. The margin is calculated as a percentage of the best estimate reserve.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Commission receivable | 4,471,883 | 4,761,129
| Insurance premium | 22,618,260 | 20,952,086
| Other services | 242,051 | 248,593
|  | 27,332,194 | 25,961,808
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 20,704,721 | 19,060,651
| Rest of Europe | 6,627,473 | 6,901,157
|  | 27,332,194 | 25,961,808
Page 31
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating income | - | 7,837
6. | Operating loss
| The operating profit is stated after charging/(crediting):
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | (115,310) | (353,438)
| Other operating lease rentals | 221,259 | 285,462
7. | Auditors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Group's auditors and its associates for the audit of the Group's annual financial statements | 26,500 | 25,000
| During the year the Group's auditors provided other services to the Group with fees payable of £32,900 (2024: £29,231).
Page 32
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Wages and salaries | 7,236,344 | 5,870,917 | 2,142,886 | 2,103,536
| Social security costs | 761,018 | 423,408 | 201,147 | 154,476
| Cost of defined contribution scheme | 136,243 | 47,142 | 1,321 | 1,321
|  | 8,133,605 | 6,341,467 | 2,345,354 | 2,259,333
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Policy Acquisition | 41 | 40
|  | Policy Retention | 19 | 18
|  | Overhead | 60 | 41
|  |  | 120 | 99
| All staff are jointly employed by several companies within the Group. One group company acts as the lead employer, incurring the salary costs, which are subsequently recharged to other group entities.
9. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 2,662,556 | 2,909,001
| Group contributions to defined contribution pension schemes | 3,517 | 5,333
|  | 2,666,073 | 2,914,334
| The highest paid director received remuneration of £5,805,341 (2024 - £1,154,830).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2024 - £1,321).
| The total remuneration for key management personnel, including directors, in the year was £6,753,346 (2024: £3,119,216).
Page 33
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Income from investments
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Income from fixed asset investments | 407,062 | 344,167
| Dividends received from unlisted investments | 1,876,426 | 1,087,781
11. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 184,923 | 405,417
12. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 79,521 | 92,498
| Other loan interest payable | 21,057 | 30,953
| Unwinding of discounting | 23,491 | 174,000
|  | 124,069 | 297,451
Page 34
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 657,705 | 202,408
| Adjustments in respect of previous periods | (147,238) | -
|  | 510,467 | 202,408
| Foreign tax |  |
| Foreign tax on income for the year | 1,795,717 | 1,270,416
|  | 1,795,717 | 1,270,416
| Total current tax | 2,306,184 | 1,472,824
| Deferred tax |  |
| Origination and reversal of timing differences | (2,080,759) | 10,543
| Total deferred tax | (2,080,759) | 10,543
| Tax on profit | 225,425 | 1,483,367
Page 35
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 13.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 158,017 | 234,448
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 39,504 | 58,612
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 99,158 | 99,158
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 160,524 | 1,531,262
| Capital allowances for year in excess of depreciation | (9,414) | (18,438)
| Utilisation of tax losses brought forward | - | (275,581)
| Higher rate taxes on overseas earnings | 149,815 | 330,815
| Adjustments to tax charge in respect of prior periods | (147,238) | -
| Changes in provisions leading to an increase (decrease) in the tax charge | (169,232) | 32,655
| Dividends from UK companies | - | (271,945)
| Tax losses carried forward | 2,187,086 | -
| Deferred tax | (2,080,759) | 10,543
| Other differences leading to an increase (decrease) in the tax charge | (4,019) | (13,714)
| Total tax charge for the year | 225,425 | 1,483,367
| Factors that may affect future tax charges
Group has losses carried forward of £8,644,515 (2024:£NIL) available to set off against future profits. Page 36
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Exceptional expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Provisions | - | (58,222)
| Impairment of investments | 60,057 | 448,160
| Directors settlement | - | 1,403,277
| Director's loan account write off | - | 4,851,479
| Debtors settlement | 183,478 | -
| Dilapidation | 378,550 | -
| Impairment of fixed assets | 48,990 | 250,600
| Impairment of intangible fixed assets | 100,000 | -
| Directors bonus | 4,232,000 | -
|  | 5,003,075 | 6,895,294
| Exceptional items include following provisions: provision against the loan receivable which is outside of the routine business operations and reversal of provision against loan receivable. Exceptional items include investment impairment which is outside of the routine business operations. Exceptional items include the write-off of director loan account. Bonus settlement and a provision against future bonus payments relates to an agreement with a director. Exceptional items include one-off bonus payment to a director. Exceptional items include impairment of fixed assets. Exceptional items include dilapidation and debtors settlement. Exceptional items included in administration expense total £5,003,075 (2024:£6,775,635) Exceptional items included in operational charges total £NIL (2024:119,659)
Page 37
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Intangible assets
| Group
|  | Trademarks | Goodwill | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2025 | - | 8,294,755 | 8,294,755
| Additions | 100,000 | - | 100,000
| Disposals | - | (20,000) | (20,000)
| At 31 December 2025 | 100,000 | 8,274,755 | 8,374,755
| Amortisation |  |  |
| At 1 January 2025 | - | 5,851,594 | 5,851,594
| Charge for the year on owned assets | - | 396,633 | 396,633
| On disposals | - | (20,000) | (20,000)
| Impairment charge | 100,000 | - | 100,000
| At 31 December 2025 | 100,000 | 6,228,227 | 6,328,227
| Net book value |  |  |
| At 31 December 2025 | - | 2,046,528 | 2,046,528
| At 31 December 2024 | - | 2,443,161 | 2,443,161
Page 38
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
16. | Tangible fixed assets
| Group
|  | Long-term leasehold property | Fixtures and fittings | Office equipment | Computer equipment | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 January 2025 | 292,614 | 383,492 | 4,930 | 441,278 | 1,122,314
| Additions | - | 89,777 | - | 30,396 | 120,173
| Disposals | (292,614) | (286,695) | - | (116,435) | (695,744)
| At 31 December 2025 | - | 186,574 | 4,930 | 355,239 | 546,743
| Depreciation |  |  |  |  |
| At 1 January 2025 | 291,864 | 302,694 | 1,233 | 419,914 | 1,015,705
| Charge for the year on owned assets | 750 | 41,935 | 1,643 | 19,288 | 63,616
| Disposals | (292,614) | (285,749) | - | (116,435) | (694,798)
| At 31 December 2025 | - | 58,880 | 2,876 | 322,767 | 384,523
| Net book value |  |  |  |  |
| At 31 December 2025 | - | 127,694 | 2,054 | 32,472 | 162,220
| At 31 December 2024 | 750 | 80,798 | 3,697 | 21,364 | 106,609
Page 39
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | Fixed asset investments
| Group
|  | Listed investments | Loans to associates | Other fixed asset investments | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 January 2025 | 14,428,475 | 61,307 | 819,217 | 15,308,999
| Movement | 2,293,277 | - | - | 2,293,277
| Amounts written off | - | (61,307) | - | (61,307)
| At 31 December 2025 | 16,721,752 | - | 819,217 | 17,540,969
| Impairment |  |  |  |
| At 1 January 2025 | - | 61,307 | 759,160 | 820,467
| Charge for the period | - | - | 60,057 | 60,057
| Impairment on disposals | - | (61,307) | - | (61,307)
| At 31 December 2025 | - | - | 819,217 | 819,217
| Net book value |  |  |  |
| At 31 December 2025 | 16,721,752 | - | - | 16,721,752
| At 31 December 2024 | 14,428,475 | - | 60,057 | 14,488,532
| Management adopts a conservative investment strategy, with assets invested primarily in short duration investment grade bonds, including both corporate and government securities. Cash holdings are maintained to support liquidity requirements.
Page 40
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| Company
|  | Investments in subsidiary companies | Other fixed asset investments | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2025 | 18,815,849 | 819,217 | 19,635,066
| Additions | 1,850,000 | - | 1,850,000
| At 31 December 2025 | 20,665,849 | 819,217 | 21,485,066
| Impairment |  |  |
| At 1 January 2025 | - | 759,160 | 759,160
| Charge for the period | 267,583 | 60,057 | 327,640
| At 31 December 2025 | 267,583 | 819,217 | 1,086,800
| Net book value |  |  |
| At 31 December 2025 | 20,398,266 | - | 20,398,266
| At 31 December 2024 | 18,815,849 | 60,057 | 18,875,906
| Direct subsidiary undertakings
| The following were direct subsidiary undertakings of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| AFI Consultancy Limited | UK | Design and print management | Ordinary | 100%
| Propvest Holdings Limited | UK | Property investment | Ordinary | 100%
| Union Benefit Services Limited | UK | Shared Services Provision | Ordinary | 100%
| Union Income Benefit Holdings Limited | UK | Insurance agent | Ordinary | 100%
| Union Income Limited | UK | Prepaid card services | Ordinary | 100%
| Weave Systems Limited | UK | Dormant | Ordinary | 100%
| Global Premium Holdings Limited | UK | Holdings company | Ordinary | 100%
Page 41
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| Indirect subsidiary undertakings
| The following were indirect subsidiary undertakings of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| UIB Holding (Malta) Limited | Malta | Holds investment in Captive Insurance Cell | Ordinary | 100%
| Stonebridge International Investment Limited | UK | Insurance underwriter | Ordinary | 100%
| Advent Insurance PCC Limited- UIB Cell | Malta | Transaction of general insurance business | Ordinary | 100%
18. | Investment property
| Group
|  | Long term leasehold investment property
|  | £
| Valuation |
| At 1 January 2025 | 2,850,000
| At 31 December 2025 | 2,850,000
In the opinion of the directors, the open market value of the investment properties is not materially different to the value disclosed in the accounts. Properties have been valued by SalterRex in July 2024.
Page 42
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
19. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Due after more than one year |  |  |  |
| Other debtors | - | 883,558 | - | -
|  | - | 883,558 | - | -
|  | Group | Group as restated | Company | Company as restated
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Due within one year |  |  |  |
| Trade debtors | 1,670,452 | 1,322,066 | 756 | 756
| Amounts owed by group undertakings | - | - | 100 | 100
| Amounts owed by joint ventures and associated undertakings | 4,269 | 4,269 | 4,269 | 4,269
| Other debtors | 4,235,157 | 4,794,372 | 27,529 | -
| Prepayments and accrued income | 8,468,056 | 6,656,108 | 61,235 | 55,336
| Deferred taxation | 2,042,762 | - | 1,593,026 | -
|  | 16,420,696 | 12,776,815 | 1,686,915 | 60,461
20. | Current asset investments
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Listed investments | 4,233,518 | 625,144
|  | 4,233,518 | 625,144
Page 43
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
21. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and in hand | 9,677,345 | 13,800,173 | 5,961 | 17,707
| Less: bank overdrafts | - | (1,124) | - | -
|  | 9,677,345 | 13,799,049 | 5,961 | 17,707
22. | Creditors: Amounts falling due within one year
|  | Group | Group As restated | Company | Company As restated
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank overdrafts | - | 1,124 | - | -
| Bank loans | 61,409 | 202,269 | - | -
| Trade creditors | 432,545 | 295,533 | 34,047 | 6,886
| Amounts owed to group undertakings | - | - | 6,812,576 | 12,850,778
| Corporation tax | 2,755,266 | 2,341,502 | - | -
| Other taxation and social security | 2,486,180 | 178,762 | - | -
| Other creditors | 701,225 | 1,712,911 | - | -
| Accruals and deferred income | 2,511,714 | 2,073,425 | 481,305 | 887,344
|  | 8,948,339 | 6,805,526 | 7,327,928 | 13,745,008
23. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | 964,512 | 1,033,850 | - | -
| Other loans | - | - | - | 2,000,000
| Other creditors | - | 44,433 | - | -
|  | 964,512 | 1,078,283 | - | 2,000,000
During the year the group had three bank loans on the investment properties. The first loan (reporting date carrying amount of £388,582 (2024: £413,185)) repayable via monthly installments by 2036 accruing interest at a variable rate equivalent to Base plus 3%. The second loan (reporting date carrying amount of £409,078 (2024: £432,443) repayable via monthly installments by 2037 accruing interest at a variable rate equivalent to Base plus 3.4%. The third loan (reporting date carrying amount of £228,261 (2024: £239,698)) repayable via monthly installments by 2038 accruing interest at a variable rate equivalent to Base plus 3.4%. Page 44
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
24. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Amounts falling due within one year |  |  |  |
| Bank loans | 61,409 | 202,269 | - | -
| Amounts falling due 1-2 years |  |  |  |
| Amounts falling due 2-5 years |  |  |  |
| Bank loans | 380,450 | 334,052 | - | -
| Other loans | - | - | - | 2,000,000
| Amounts falling due after more than 5 years |  |  |  |
| Bank loans | 584,062 | 699,798 | - | -
|  | 1,025,921 | 1,236,119 | - | 2,000,000
| The bank loans of £1,025,921 (2024: £1,081,309) are secured by way of floating charge over the assets of the Group.
Page 45
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
25. | Financial instruments
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Financial assets |  |  |  |
| Financial assets measured at fair value through profit or loss | 20,955,270 | 15,053,619 | - | -
| Financial assets that are debt instruments measured at amortised cost | 5,904,524 | 6,998,880 | 32,654 | 5,125
|  | 26,859,794 | 22,052,499 | 32,654 | 5,125
| Financial liabilities |  |  |  |
| Financial liabilities measured at amortised cost | (2,159,691) | (3,288,966) | (6,846,623) | (14,857,664)
| Financial assets measured at fair value through profit or loss comprise current and fixed asset investments.
| Financial assets measured at amortised cost comprise trade and other debtors.
| Financial liabilities measured at amortised cost comprise the bank loans, trade and other creditors.
26. | Deferred taxation
| Group
|  | 2025
|  | £
| At beginning of year | (37,997)
| Charged to profit or loss | 2,080,759
| At end of year | 2,042,762
Page 46
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 26.Deferred taxation (continued)
| Company
|  | 2025
|  | £
| Charged to profit or loss | 1,593,026
| At end of year | 1,593,026
|  | Group | Group | Company
|  | 2025 | 2024 | 2025
|  | £ | £ | £
| Tax losses carried forward | 2,042,762 | (37,997) | 1,593,026
|  | 2,042,762 | (37,997) | 1,593,026
Page 47
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
27. | Provisions
| Group
|  | Provision for cancellations | Provision for unearned premiums | Provision for outstanding claims | Provision for bonus | Total
|  | £ | £ | £ | £ | £
| At 1 January 2025 | 6,371 | 6,405,391 | 8,127,091 | 177,881 | 14,716,734
| Charged to profit or loss | - | 1,896,474 | 294,514 | - | 2,190,988
| At 31 December 2025 | 6,371 | 8,301,865 | 8,421,605 | 177,881 | 16,907,722
| Provision for Cancellation Where income is recognised on inception of policies, provisions are made for the clawback of commissions on cancellation of policies. Policies can be cancelled mid-term. Provision for Outstanding Claims Claims incurred consist of claims and claims handling expenses paid during the financial year, together with the movement in the provision for outstanding claims. The provision for outstanding claims is an estimate of the cost of settling all claims incurred but unpaid at the balance sheet date, reported and not reported, and related claims handling expenses. Provision for Unearned Premiums Monthly direct and monthly indirect business premiums are received monthly in advance. The start date in the month of each individual policy is used to calculate the Unearned Premium provision. Annual policies’ business premiums are received either monthly or annually in advance with premiums relating to remaining contracted periods treated as unearned premium until it is due. As premiums fall due, they are earned through the Income Statement. Provision for bonus Provision for bonus relates to an agreement with a director.
Page 48
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
28. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 616,390 (2024 - 616,390) Ordinary A Shares shares of £0.10 each | 61,639 | 61,639
|  | 297,000 (2024 -297,000) Preferred shares of £0.10 each | 29,700 | 29,700
|  |  | 91,339 | 91,339
| Ordinary A shares and Preferred Ordinary shares have the same rights except where stated. Ordinary A shares will each have one vote. Preferred Ordinary shares will not have voting rights. Ordinary A shares will have a right to receive dividends. Preferred Ordinary shares will not have the rights to receive dividends. Article 7 of the Articles of Association sets out the order of priority for distribution in respect of the Ordinary A shares and Preferred Ordinary shares.
29. | Reserves
Share premium account This reserve records the amount above the nominal value received for shares issued, less transaction costs. Capital redemption reserve The reserve represents the nominal value of shares repurchased by the Company. Foreign exchange reserve The foreign exchange reserve represents adjustments resulting from the translation of a subsidiary's financial statements into the reporting currency. Other reserves Other reserves represents movement in valuation of investment properties and deferred tax arising from increase in property valuation. Merger Reserve The reserve records the non-distributable unrealised gains resulting from the purchase of fixed asset investments. Profit and loss account The profit and loss reserve represents the distributable profit for the Group. Page 49
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
30. | Prior year adjustment on consolidation
Under the contract with OPC, commission becomes due only when premium is earned. In the prior period, commission was recognised in respect of unearned premium and has therefore been derecognised, with no impacton total profit during the financial year and also no impact over the life of the contracts. Prior period comparatives have been restated to ensure consistency with the current year presentation. 2024 Restatement Restated £'000 £'000 £'000 Deferred acquisition costs 1,917 (1,526) 391 Accruals and deferred income 2,277 (1,526) 751
31. | Contingent liabilities
Company The Company and its two subsidiaries, Union Income Benefit Holdings Limited and Union Income Limited, have given a multilateral guarantee as security for their banking facilities. At the balance sheet date the total borrowing of the Group amounted to £1,025,921 (2024: £1,081,309).
32. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £112,014 (2024: £47,142).
33. | Commitments under operating leases
| At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 118,315 | 78,705
| Later than 1 year and not later than 5 years | 155,663 | -
|  | 273,978 | 78,705
Page 50
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
34. | Risk management - Management of insurance and financial risks
The Company is exposed to non–financial and financial risks. Non-financial risks incorporating insurance risks are mortality/morbidity, lapses, and operational risk including legal, compliance and financial crime risks. The main financial risk is market risk, with the principal elements of market risk being concentration risk and spread risk. Exposure to these risks is monitored by the Company’s Board, and appropriate sub-committees of the Board (in particular the Board Risk Committee) as part of the ORSA process required by Solvency II.
. | Insurance risk
Insurance risk is the risk of making losses on the activity of insurance either in assessing the risks it insures or in quantifying claims that might occur. The risk under any one insurance contract is the possibility that the insured event occurs and the size of the resulting claim. By the very nature of an insurance contract, this risk is random and, therefore, unpredictable. The principal risk faced by the group is that the actual claims and benefit payments exceed the carrying amount of the insurance liabilities. This could occur because the frequency or severity of claims are greater than estimated. Insurance events are random, and the actual number and amount of claims and benefits will vary year to year from the level established using estimation techniques. A combination of Basic Chain Ladder (BCL), Bornhuetter Ferguson (B-F), and Expected Loss Ratio (ELR) methodology is used to estimate the best estimate of UK GAAP claims reserve. An allowance for uncertainty is made within the reserve figure. The loss ratios used are based on claims experience from 1 January 2013 to 31 December 2025 for the Accident & Health portfolio and 1 January 2018 to 31 December 2025 for the Pet portfolio. The Directors consider that the claims reserve to be fairly stated on the basis of the information currently available to them and note that the ultimate liability will vary as a result of subsequent information and events. SIIL acquired two Excess of Loss re-insurance policy that covered the entirety of 2025. This offered risk mitigation to SIIL against larger claims. The 2025 policy has not yet been used. There could still be other claims relating to prior periods that have not yet been reported and so this is not necessarily the final position. SIIL has again acquired re-insurance to cover 2025. Page 51
EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
. | Financial risk
Interest rate risk arises because of the impact of interest yield curves on future payments to be made for claims and receipts from investments. Group’s exposure to interest rates arises from the investment portfolio, its intercompany loan and the settlement of future claims. Group monitors investment performance against expectations on a monthly basis through the Executive Committee and the investment strategy is overseen by the Risk Committee. The nature of Group’s assets allows management of cash and investments quickly in response to changes in yields. Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation and cause the group to incur a financial loss. An indication of the group’s exposure to credit risk is the quality of the investments and counterparties with which it transacts. The group manages credit risk exposure by individual counterparty, sector and asset class, including cash positions. The group ensures quality in all its counterparties to minimise the impact of counterparty default. The main counterparty risk considered by the group is that which is related to financial instruments and these are reviewed by category and a rating system provided by the main rating agencies (S&P, Moody’s and Fitch). As the group writes new business the group will look to minimises its broker and third party business partner credit risk exposure by managing concentration and actively monitoring the amount of premium held by third parties. If an exposure exceeded the group’s risk appetite, then the exposure would be reduced to the limit appropriate for the the group as soon as possible.
. | Currency risk
Currency risk arises from fluctuations in exchange rates causing revaluations of the group’s current or future assets or liabilities. The group has expense liabilities in Euros and GBP. The group hold assets in Euros and GBP, however the group’s functional currency is GBP. The nature of the assets held is to enable the group to meet the liabilities and reduce currency related risk within the business. The overall currency exposure is managed to a defined risk appetite. Solvency Risk Capital is held to meet extreme currency exchange rate movements. The group’s sensitivity to a 5% change in the Euro exchange rate is:
|  |  |  |  | 2025 | 2024
|  |  |  |  | € | €
| Euros held at reporting date | 3,895,473 | 5,376,363
| Outstanding claims reserve expected to be paid in Euros | 1,589,870 | 1,838,324
| Total Euro exposure | 5,485,343 | 7,214,687
| Movement after 5% increase | 274,267 | 360,734
| Movement after 5% decrease | (274,267) | (360,734)
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EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
. | Liquidity risk
The definition of "liquidity risk" is where the group is unable to realise investments and other assets to settle its financial obligations when they fall due. This will arise where the group cannot meet policyholder claim pay outs or operational expense obligations due to a lack of accessible funds with which to make the payments. Group holds sufficient cash assets which can be readily realised. Cash assets and the Money Market Fund can be drawn immediately with limited barriers to execution. Funds from the Royal London Fund can be drawn with 2 days. The group employs a strategic mismatch in the duration of its assets versus liabilities (because of the short tail nature of the liabilities) to earn additional return. This is managed through the preparation and review of regular cash flow forecasts and is supported by the group’s assets being highly liquid. Liquidity is assessed against a defined risk appetite ensuring the group can meet all payments due even in the event of stressed conditions. The current position is that the group is well within its risk appetite and liquidity risk exposure deemed to be low. 35.Other financial commitments The subsidiaries Propvest Holdings Limited (company number 10229025), Union Benefit Services Limited (company number 06408994) and AFI Consultancy Limited (company number 03251400) have taken exemption from being audited under section 479A of the Companies Act 2006. The Company guarantees all outstanding liabilities to which these subsidiaries are subject at the end of the financial year ended 31 December 2025 until they are satisfied in full.
36. | Transactions with directors
Group At the balance sheet date £6,344 (2024: £6,344) was due from a Group director. Amount to directors included in provisions is £177,881 (2024: £177,881). At the balance sheet date £44,434 (2024:£88,867) was due to a director.The loan is unsecured and repayable on demand.
37. | Related party transactions
| The Company has taken advantage of the exemption available in FRS 102 "Related party disclosures" whereby it has not disclosed transactions with any wholly owned subsidiary undertakings of the Group. Company Included within debtors is £100 (2024: £100) due from subsidiary undertakings. Included within creditors is £6,812,576 (2024: £14,850,778) due to subsidiary undertakings.
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EMBIGNELL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
38. | Post balance sheet events
Subsequent to the reporting date, Advent PCC has notified the Group of its intention to exit the Malta market. As a consequence, the Group has commenced a process to transfer the UIB Malta Cell from Advent PCC to an alternative protected cell company provider. This transfer will involve both an operational transition and a change in the legal ownership of the Cell to a new protected cell company structure. The transfer is expected to be completed within approximately six months from the date of approval of these financial statements. The directors have assessed this event and determined that it represents a non-adjusting post balance sheet event under FRS 103. The directors further confirm that there will be no change to underlying customer policies, contractual rights or obligations, and no impact on policyholders’ premiums, benefits or servicing arrangements. Accordingly, the transfer is not expected to have any financial impact on UIB Malta Holdings Limited, Global Premium Holdings Limited or Embignell Limited.
39. | Controlling party
The ultimate controlling party in the current and preceding year was Louvre Trustees Limited, a company registered in Guernsey as trustee of the Flair Trust, by virtue of its majority shareholding in the company.
40. | Subsidiaries
The following companies are exempt from publishing audited accounts under Section 479A of the Companies Act 2006: Name Registration number Propvest Holdings Limited 10229025 Union Benefit Services Limited 06408994 AFI Consultancy Limited 03251400
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